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SanDi — AGM Information 2026
May 25, 2026
51801_rns_2026-05-25_f8283d3f-3f76-4f9a-93e2-0e9c0d757897.pdf
AGM Information
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Stock Code: 1438
San Di Properties Co., Ltd.
2026 Annual Meeting of Shareholders
Meeting Handbook
Meeting Date: June 25, 2026 (Thursday), at 10:30 a.m.
Meeting Place: No. 118, Jinding Rd., Sanmin Dist., Kaohsiung City, Taiwan
(Jin Shi Hu Hotel, the 2nd Floor, Conference Hall)
Method type: Physical shareholders' meeting
Disclaimer
This English translation is prepared in accordance with the Chinese version and is for reference only. If there is any inconsistency between the Chinese version and this translation, the Chinese version shall prevail.
Table of Content
Page
I. Meeting Procedures ... 01
II. Meeting Agenda ... 02
1. Report Items ... 03
2. Ratification Items ... 05
3. Discussion Items ... 06
4. Other Proposals ... 07
5. Extemporary Motions ... 07
III. Attachment
1. 2025 Business Report ... 08
2. Audit Committee’s Review Report on the 2025 Financial Statements ... 10
3. Annual Related Party Transaction Report for 2025 ... 11
4. Report on the Issuance of the 1st Secured Convertible Bonds Issue in 2024 ... 12
5. 2025 Independent Auditor’s Report and Individual Financial Statements ... 13
6. Statement of Profit Distribution in 2025. ... 22
7. Summary of the lead underwriter’s evaluation opinion on the change of fundraising plan. ... 23
8. Comparison Table of "Procedures for Acquiring or Disposing of Assets" Before and After the Revision ... 26
9. Comparison Table of "Rules of Procedure for Shareholders' Meetings" Before and After the Revision. ... 32
10. List of Proposed Release of Non-competition Restriction on Directors and their Representative. ... 35
IV. Appendix
1. Articles of Incorporation ... 36
2. Rules of Procedure for Shareholders’ Meetings (before revision) ... 42
3. Procedures for Acquiring or Disposing of Assets (before revision) ... 50
4. Shareholdings of All Directors ... 61
San Di Properties Co., Ltd.
Meeting Procedures for the 2026 Annual Meeting of Shareholders
- Call the Meeting to Order
- Chairman's Address
- Report Items
- Ratification Items
- Discussion Items
- Other Proposals
- Extemporary Motions
- Adjournment
1
San Di Properties Co., Ltd.
Agenda for 2026 Annual Meeting of Shareholders
Meeting Date: June 25, 2026 (Thursday), at 10:30 a.m.
Meeting Place: No. 118, Jinding Rd., Sanmin Dist., Kaohsiung City, Taiwan
(Jin Shi Hu Hotel, the 2nd Floor, Conference Hall)
Method type: Physical shareholders' meeting
- Call the Meeting to Order (Report the numbers of shareholders present at the meeting)
- Chairman's Address
- Report Items
(1) 2025 Business Report
(2) Audit Committee's Review Report on the 2025 Financial Statements
(3) Report on the Distribution of Employees' and Directors' Compensation for 2025
(4) The Status of Endorsements and Guarantees for 2025
(5) Annual Related Party Transaction Report for 2025
(6) Report on the Issuance of the 1st Secured Convertible Bonds Issue in 2024 - Ratification Items
(1) 2025 Business Report and Financial Statements
(2) The Proposal for Distribution of 2025 Profits.
(3) The 2024 cash capital increase and the first domestic case involving the change of the use plan for guaranteed convertible corporate bonds. - Discussion Items
(1) Amendments to certain provisions of the "Procedures for Acquiring or Disposing of Assets".
(2) Proposal to transfer capital reserves to increase capital and issue new shares.
(3) Amendments to certain provisions of the "Rules of Procedure for Shareholders' Meetings". - Other Proposals
(1) To Release non-competition restriction on Directors and their representative - Extemporary Motions
- Adjournment
The Chairman shall decide a vote to be held on individual proposals, or on whole or part of the proposals before the extempore motions by casting a vote.
2
Report Items
Item 1: 2025 Business Report, please review.
Explanation: For the 2025 Business Report, please refer to Attachment 1 of this handbook.
Item 2: Audit Committee’s Review Report on the 2025 Financial Statements, please review.
Explanation: For the 2025 Audit Committee’s Review Report, please refer to Attachment 2 of this handbook.
Item 3: Report on the Distribution of Employees' and Directors' Compensation for 2025., please review.
Explanation:
I. According to Article 32 of the Company's Articles of Association: "If the Company makes a profit in the current year, it shall allocate no less than 1% of the profit to employee compensation, and no less than 10% of the employee compensation shall be allocated to junior staff...; the Company may allocate no more than 3% of the aforementioned profit to directors' compensation."
II. The Company's profit for 2025 (before deducting employee and director compensation) was NT$183,524,659. It is proposed to allocate 1.2% (NT$2,202,296) as employee compensation, of which 30% (NT$660,689) will be allocated to junior staff compensation; and another 1.2% (NT$2,202,296) will be allocated to director compensation, all to be paid in cash.
III. The total amount of the above distribution is NT$4,404,592. The difference of NT$726,592 between this and the financial statement estimate of NT$3,678,000 will be treated as a change in accounting estimates and recognized as an adjustment to profit or loss for 2026.
Item 4: The Status of Endorsements and Guarantees for 2025, please review.
Explanation:
I. In accordance with Article 12, Paragraph 1, Subparagraph 3 of the "Guidelines for the Handling of Funds Lending and Endorsement Guarantees by Publicly Issued Companies," which stipulates that "If a publicly issued company and its subsidiaries agree to provide guarantees totaling 50% or more of the net asset value of the publicly issued company, the necessity and reasonableness of such guarantees shall be explained at the shareholders' meeting," the following procedures shall be followed.
II. The company's endorsement guarantee situation for the year 2025 is as follows:
Unit: NT$1,000
| Counter-party of guarantee and endorsement | Limitation on amount of guarantees and endorsements for a specific enterprise | Endorsement Guarantee Amount | Actual usage amount during the period | Ratio of accumulated amounts of guarantees and endorsements to net worth of the latest financial statements | Maximum amount for guarantees and endorsements | The necessity of endorsement guarantees | The rationality of endorsement guarantees |
|---|---|---|---|---|---|---|---|
| Kingtown & Construction Co., Ltd. | 25,126,072 | 3,000,000 | 2,126,000 | 95.52% | 31,407,590 | Company that is mutually protected under contractual requirements based on the needs of the contractor. | Guarantee based on loan financing amount |
| JSL Construction & Development Co., Ltd. | 25,126,072 | 863,000 | 863,000 | 27.48% | 31,407,590 | Company that is mutually protected under contractual requirements based on the needs of the contractor. | Guarantee based on loan financing amount |
| SEL tech Co., Ltd. | 25,126,072 | 863,000 | 863,000 | 27.48% | 31,407,590 | Company that is mutually protected under contractual requirements based on the needs of the contractor. | Guarantee based on loan financing amount |
Item 5: Annual Related Party Transaction Report for 2025, please review.
Explanation: According to Article 17 of our company's "Corporate Governance Best Practice Principles", the Company shall, based on the principle of fairness and reasonableness, avoid irregular transactions and improper transfer of benefits. For the execution details of related party in 2025, please refer to Attachment 3 of this handbook.
Item 6: Report on the Issuance of the 1st Secured Convertible Bonds Issue in 2024, please review.
Explanation: In order to repay the bank loan and pays for construction projects, the Company issued the 2024 1st Secured Convertible Bonds on December 19, 2024, totaling NT$970 million. For the status report on the issuance of corporate bonds, please refer to Attachment 4 of this handbook.
Ratification Items
Item 1: 2025 Business Report and Financial Statements (Proposed by the Board of Directors)
Explanation:
I. The Company's Board of Directors has approved the 2025 Business Report and financial statements. The financial statements have been audited by the CPAs Kao, Yu-Lun and Chen, Yung-Hsiang. of the Audit Firm KPMG, Taiwan, and issued an audit report with unqualified opinions. In addition, the above-mentioned financial report and business report have been submitted to the Audit Committee of the Company for review and approval, and an Audit Committee's Review Report has been issued for further review.
II. For the Business Report, please refer to Attachment 1 of this handbook; the Independent Auditor's Report and the Financial Statements, please refer to Attachment 5 of this handbook.
Resolution:
Item 2: The Proposal for Distribution of 2025 Profits. (Proposed by the Board of Directors)
Explanation:
I. The Company's net profit after tax for 2025 was NT$194,020,038. In accordance with the Company's Articles of Association, statutory and special surplus reserves were allocated. After combining this with undistributed profits from previous years, the distributable surplus was NT$260,908,890. Please refer to Attachment 6 of this manual for the "Statement of Profit Distribution in 2025".
II. It is proposed to distribute a cash dividend of NTD 0.2 per share from distributable surplus, totaling NTD 22,241,152. The cash dividend will be calculated to the nearest yuan based on shareholders' shareholding ratio; amounts less than one yuan will be discarded. Any fractional amounts less than one yuan will be transferred to other income of the company.
III. If, subsequently, changes in the company's share capital affect the number of outstanding shares, resulting in a change in the dividend payout ratio requiring adjustment, it is proposed that the shareholders' meeting authorize the board of directors to make full adjustments and determine the ex-dividend date and other related matters.
Resolution:
Item 3: The 2024 cash capital increase and the first domestic case involving the change of the use plan for guaranteed convertible corporate bonds. (Proposed by the Board of Directors)
Explanation:
I. In 2024, our company received approval from the Financial Supervisory Commission to conduct a cash capital increase and the first domestic guaranteed convertible corporate bond issuance, raising approximately NT$2,141,010,000, which was used to repay bank loans and pay for construction projects.
II. Considering the company's actual operating conditions and the efficiency of fund utilization, the company's 28th Board of Directors, at its 8th meeting (July 4, 2025), resolved to amend the original fund utilization plan. However, due to the impact of the Central Bank's credit control measures, bank financing has become increasingly difficult. Therefore, the 28th Board of Directors, at its 10th meeting (September 18, 2025), resolved to change the original fund utilization plan to make the allocation and use of funds more flexible and in line with the current situation.
III. For details on the fundraising projects before and after the plan change, the expected progress of fund utilization, and the underwriter's evaluation opinion on the change of the fundraising plan, please refer to Attachment 7 of this manual.
Resolution:
Discussion Items
Item 1: Amendments to certain provisions of the "Procedures for Acquiring or Disposing of Assets". (Proposed by the Board of Directors)
Explanation:
I. In accordance with the Financial Supervisory Commission's announcement revising certain provisions of the "Guidelines for the Handling of Acquisitions or Disposals of Assets by Publicly Issued Companies," this company has therefore revised certain provisions of its "Procedures for Acquiring or Disposing of Assets."
II. For a comparison table of "Procedures for Acquiring or Disposing of Assets" before and after the revision, please refer to Attachment 8 of this handbook.
Resolution:
Item 2: Proposal to transfer capital reserves to increase capital and issue new shares. (Proposed by the Board of Directors)
Explanation:
I. To strengthen the company's share capital, it is proposed to use the capital reserve generated from the share issuance premium of previous years to issue new shares as capital increase.
II. In this capital increase, based on the shareholding ratio recorded in the shareholder register, 80 new shares will be issued free of charge for every 1,000 shares held (i.e., a stock dividend of NT$0.8 per share), totaling 8,896,461 shares. Any fractional shares not issued may be consolidated into a single share by the shareholder within five days from the date the share transfer registration closes. Any remaining fractional shares, whether consolidated or not, will be paid in cash up to the par value (to offset depositary fund transfer fees, etc.), and the Chairman is authorized to contact a designated person to subscribe for these shares at par value. The rights and obligations of the newly issued shares are the same as those of the previously issued shares.
III. If, subsequently, changes in the Company's share capital affect the number of outstanding shares, resulting in a change in the rights issue ratio, the Company intends to request the shareholders' meeting to authorize the Board of Directors to make full adjustments and determine the ex-rights date and other related matters.
Resolution:
Item 3: Amendments to certain provisions of the "Rules of Procedure for Shareholders' Meetings". (Proposed by the Board of Directors)
Explanation:
I. In accordance with the amendment to Article 6 of the "Regulations Governing Content and Compliance Requirements for Shareholders' Meeting Agenda Handbooks of Public Companies" certain provisions of the Company's "Rules of Procedure for Shareholders' Meetings" have been revised with reference to the reference example announced by the Taiwan Stock Exchange in its letter dated March 5, 2026 (No. Taiwan-Stock-Governance-11500029701 of the Taiwan Stock Exchange Corporation).
II. For a comparison table of "Rules of Procedure for Shareholders' Meetings" before and after the revision, please refer to Attachment 9 of this handbook.
Resolution:
7
Other Proposals
Item 1: To Release non-competition restriction on Directors and their representative (Proposed by the Board of Directors)
Explanation:
I. According to Article 209, Paragraph 1 of the Company Law, if a director commits an act within the scope of the Company's business for him/her or others, he/she should explain the important contents of his act to the shareholders' meeting and obtain its permission. Restrictions on non-competition of directors and their representative are therefore proposed for approval.
II. The proposal for List of Proposed Release of Non-competition Restriction on Directors and their Representative, please refer to Attachment 10 of this handbook.
Resolution:
Extemporary Motions
Adjournment
Attachment 1
San Di Properties Co., Ltd.
2025 Business Report
I. Business plan implementation results
In 2025, the company's operating revenue was NT$1,259,124,000, an increase of 7.93% compared to NT$1,166,647,000 in 2024. Gross profit in 2025 was NT$378,032,000, an increase of 137,366.18% compared to NT$275,000 in 2024. Net profit in 2025 was NT$300,745,000, an increase of 1,138.02% compared to net operating loss of NT$28,973,000 in 2024. Net profit before tax in 2025 was NT$179,847,000, an increase of 227.46% compared to net loss before tax of NT$141,104,000 in 2024. Basic earnings per share in 2025 were NT$1.74.
Unit: NTD in Thousands; %
| Item | Year | 2025 | 2024 | Increase (Decrease) Amount | Variation Rate(%) |
|---|---|---|---|---|---|
| Operating Income | 1,259,124 | 1,166,647 | 92,477 | 7.93 | |
| Operating Gross Profit | 378,032 | 275 | 377,757 | 137,366.18 | |
| Operating Gains (Loss) | 300,745 | (28,973) | 329,718 | 1,138.02 | |
| Non-operating Income and Expenses | (120,898) | (112,131) | (8,767) | -7.82 | |
| Net Gains (Loss) Before Tax | 179,847 | (141,104) | 320,951 | 227.46 | |
| Net Gains (Loss) Current Period | 194,020 | (140,926) | 334,946 | 237.68 |
II. Budget execution status
The company did not publicly disclose its financial forecasts for 2025, but the overall actual operating situation was roughly in line with the company's internal operating plan.
III. Financial Income and Expenditure and Profitability Analysis
Unit: NTD; %
| Item | Year | 2025 | 2024 | |
|---|---|---|---|---|
| Financial Structure | Debt to Assets Ratio (%) | 78.23 | 76.92 | |
| Long-term Fund to Property, Plants and Equipment Ratio (%) | 13,508.73 | 37,473.95 | ||
| Profitability | Return on assets (%) | 2.07 | (0.17) | |
| Return on equity (%) | 6.36 | (5.86) | ||
| Net Profit Before Tax as a Percentage of Paid-in Capital (%) | 16.17 | (12.69) | ||
| Net profit margin (%) | 15.40 | (12.08) | ||
| Earnings per share (NTD) | 1.74 | (1.54) |
IV. Status of Research and Development
In terms of land development, we select areas with development potential. In addition to self-construction, we actively strive for surface rights, joint development and sales, urban renewal and dangerous and elderly projects for cooperative development. In terms of project layout, we adapt to market adjustments and meet the needs of factories and commercial offices. In addition to the original collective residential buildings, we add independent factories, factory offices, corporate headquarters, commercial offices, warehouses, etc. We respond to and study relevant laws and regulations at any time to keep up with the unpredictable market trends; currently, land development areas are concentrated in
Kaohsiung City and Tainan City.
Regarding the financial management, the Company adopts flexible fund procurement and allocation strategies. In addition to financing from financial institutions, we operate fund procurement through methods such as cash increases, private placements, corporate bonds, etc. Additionally, we collaborate with peers through methods like joint construction and joint development to increase revenue and reduce the need for funds.
Regarding the construction technology, the Company is gradually introducing construction management consultants to ensure construction quality and progress. Simultaneously, we actively cultivate in-house supervision and construction capabilities to achieve independent management. Regarding the reduction of construction waste, we start from the source by strengthening the classification of construction site waste and reviewing waste data, promoting the use of recycled products to reduce waste. Additionally, we assess the use of new construction methods such as aluminum formwork to decrease waste generated during the construction process.
Regarding the sales management and customer service, sales are all entrusted to professional sales agents or intermediaries. To improve individual sales performance and after-sales service quality, we plan to rigorously select professional sales agencies in the future. We will also demand strict professionalism from frontline sales staff and enhance their service attitude through training. Additionally, we will select and train after-sales service personnel ourselves to ensure the quality of after-sales service.
Chung, Yu-Lin
Chairman of the Board
Chuan, Chun-Yu
President
Kuo, Cheng-Shun
Accounting Manager
Attachment 2
San Di Properties Co., Ltd, Audit Committee’s Review Report on the 2025 Financial Statements
The Board of Directors hereby furnishes and submits the Company’s 2025 Business Report, the Financial Statements and the Proposal for Distribution of Profit, and the Financial Statements have been audited by the Certified Public Accounts (CPAs) of the external audit firm KPMG Taiwan. The abovementioned Audit Report, the Financial Statements and the Proposal for Distribution of Profit have been reviewed by the Company’s Audit Committee. The Audit Committee found the same to be true and correct and that there are no discrepancies, Therefore, this Review Report is hereby issued pursuant to Article 14-4 of the Securities and Exchange Law and Article 219 of the Company Law and submitted for your kind approval.
To: The Company's 2026 General Meeting of Shareholders
San Di Properties Co., Ltd.
Convener of the Audit Committee: Ku, Mu-Chin
March 10, 2026
10
Attachment 3
San Di Properties Co., Ltd, Annual Related Party Transactions Report For 2025
According to Article 17 of the Company's "Corporate Governance Code of Practice", financial business dealings or transactions between the Company and its affiliates and shareholders shall be conducted on a fair and reasonable basis, and written regulations shall be established for the financial business-related operations between them, and irregular transactions and improper transfer of benefits shall be avoided. In addition, relevant major transactions shall be approved by the Board of Directors and submitted to the Shareholders' Meeting for approval or report.
All related-party transactions for 2025 were disclosed in the related-party transactions section of the financial statements. In accordance with the requirements of the Financial Reporting Standards for Securities Issuers, the relevant information on material transactions is disclosed as follows:
- Sales Transactions:
Unit: NT$1000; %
| Name of related party | Accumulated sales for the current year | Percentage of accumulated consolidated sales for the current year |
|---|---|---|
| San Chia Construction Development Co., Ltd. | 351 | 0.028 |
- Purchase Transactions:
Unit: NT$1000; %
| Name of related party | Accumulated purchases for the current year | Percentage of accumulated consolidated purchases for the current year |
|---|---|---|
| San Chia Construction Development Co., Ltd. | 125,650 | 3.84 |
| San Di Construction Co., Ltd. | 420,996 | 12.89 |
- Acquisition of Assets:
Unit: NT$1000; %
| Name of related party | Type of asset acquired | Accumulated acquisition amount for the current year |
|---|---|---|
| San Di Construction Co., Ltd. | Construction in progress and development rights | 420,996 |
- Disposing of assets: None
11
Attachment 4
San Di Properties Co., Ltd,
Report on the Issuance of the 1st Secured Convertible Bonds Issue in 2024
I. Pursuant to Article 246 of the Company Act, the company may, by a resolution adopted by the Board of Directors, invite subscription for corporate bonds, provided that the reasons for the said action as well as other relevant matters shall be reported to the meeting of shareholders.
II. In order to repay the bank loan and pays for construction projects, the Board of Directors of the Company resolved on July 15, 2024 to issue the 1st Secured Convertible Bonds Issue in 2024, with a total face value cap of NT$1,000 million.
III. The bonds of the Company were declared effective by the Financial Supervisory Commission, R.O.C.(FSC) on November 7, 2024, FSC Regulatory Letter No. 11303608061, and the Taipei Exchange(OTC), Incorporated Foundation, on December 13, 2024, securities cabinet bond No. 11300114682, agreed to start counter trading at the securities business premises on December 19, 2024.
IV. The issuance of corporate bonds is as follows:
Unit: NT$ dollars
| Period/Type | The 1st Secured Convertible Bonds Issue in 2024 |
|---|---|
| Date of approval | November 7, 2024 |
| Release Date | December 13, 2024 |
| Total Amount Issued | NT$970,000,000 |
| Face value | NT$100,000 |
| Issue Price | NT$117.63 (Premium issuance, auction) |
| Amounts due | NT$1,141,011,000 |
| Issue Period | 5 years, from December 19,2024 to December 19,2029 |
| Coupon rate | 0% |
| Interest payment method | The coupon rate is 0%, so it is not set the date and method of interest payment. |
| Reimbursement method | Within seven business days from the day following the maturity of this Convertible Corporate Bond, the bond shall be repaid in cash at a lump sum of 102.5251% of the bond face value (effective yield of 0.5%). |
| Entrusted Institution | Land Bank of Taiwan Co., Ltd. |
| Repayment of Principal and Interest Agency | CTBC Bank Stock Agency Department |
| Capital Utilization Plan Implementation | As of the date of publication of this manual, the progress has been carried out according to the original planned fund utilization plan and reported to the competent authority on time, with no abnormalities. |
V. Conversion of corporate bonds:
(I) The conversion period of our company's bonds starts from March 20,2025 and ends on the maturity date.
(II) As of the last transfer day of the shareholders' meeting on April 26, 2026, the cumulative number of shares converted is: 0.
VI. Balance of corporate bonds:
| Final Transfer Date | April 26, 2026 |
|---|---|
| Total Corporate Bonds Issued | 9,700 units |
| Accumulated number of conversions accepted | 0 units |
| Accumulated number of exercise of Call Option by the Company | 0 units |
| Cumulative Bonds Redeemed by Bondholders through Put Option | 0 units |
| Outstanding Balance | 9,700 units |
Attachment 5
Independent Auditors' Report
To the Board of Directors of SANDI PROPERTIES CO., LTD.:
Opinion
We have audited the financial statements of SANDI PROPERTIES CO., LTD (“the Company”), which comprise the balance sheet as of December 31, 2025 and 2024, the statement of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including a summary of material 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, 2025 and 2024, 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 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 audit 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 Accountants 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 financial statements of the current period. These matters were addressed in the context of our audit of the 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.
- Revenue recognition
The accounting policies relating to revenue recognition are set out in Note 4(n) “Revenue” to the financial statements. Further information regarding the Company’s revenue by category is disclosed in Note 4(x) “Revenue from Contracts with Customers”
13
Description of key audit matter:
Revenue from property leasing constitutes the primary source of revenue of Sandi Properties Co., Ltd. As leasing revenue represents a significant portion of the Company’s operating income, and management may exercise judgement in determining the appropriate timing and basis for revenue recognition in accordance with the terms and conditions of individual lease contracts, there is a risk that revenue may not be recognized in accordance with the relevant accounting standards. Accordingly, revenue recognition has been identified as a key audit matter in our audit of the financial statements of Sandi Properties Co., Ltd.
How the matter was addressed in our audit:
Our principal audit procedures performed in response to the above key audit matter included the following:
Understanding and testing of internal controls. We obtained an understanding of, and evaluated the design and implementation of, relevant internal controls relating to the revenue recognition process, and performed tests of controls to assess whether such controls were operating effectively, in order to mitigate the risk of material misstatement arising from errors or fraud in revenue recognition.
Substantive testing on revenue transactions. We performed substantive procedures on a sample basis, including inspecting lease agreements entered into with customers and relevant property transfer and registration documentation, and reconciling the underlying contractual terms with revenue recognition schedules, to assess whether revenue recognized by Sandi Properties Co., Ltd. was in accordance with applicable accounting standards and relevant disclosure requirements.
We performed cut-off testing on revenue transactions to determine whether revenue was recognized in the appropriate accounting period.
- Valuation of inventory
Please refer to Note 4(g), 5, and 6(f) of the financial statements for the accounting policies on measuring inventory, assumption used and uncertainties considered in determining the net realizable value and the explanation of inventory valuation.
Description of key audit matter:
The Company’s inventory is measured at the lower of cost or net realizable value. Because of the high capital investment and long payback period in the real estate industry, which is deeply affected by politics, macroeconomics, and reforms in real estate taxation, there may be a risk of the cost of inventory exceeding net realizable value. Thus, the valuation of inventory is one of the key audit matter our audit focused on.
How the matter was addressed in our audit:
As mentioned above, our principal audit procedures included obtaining the evaluation data of the net realizable value of the Company’s inventory. We referred to the latest real estate selling price registration announced by the Ministry of the Interior or the average selling price obtained from the transaction market in neighboring areas, and converted it into the net realizable value of the real estate inventory for sale to compare whether there was a significant difference with the Company’s evaluation data. Also, we checked the reasonableness of the aforementioned net realizable value by comparing and evaluating the appraisal report from the real estate appraiser appointed by the Company’s management.
14
15
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 the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the IFRSs, IASs, IFRC, SIC endorsed and issued into effect 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 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.
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 auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the 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 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.
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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.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine 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 Kao, Yu-Lun and Chen, Yung-Hsiang.
KPMG
Taipei, Taiwan (Republic of China)
March 10, 2026
Notes to Readers
The accompanying 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 financial statements are those generally accepted and applied in the Republic of China.
The independent auditors' report and the accompanying 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 independent auditors' report and financial statements, the Chinese version shall prevail.
16
(English Translation of Financial Statements Originally Issued in Chinese)
SANDI PROPERTIES CO., LTD.
Balance Sheets
December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| Assets | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|
| Current assets: | Amount | % | Amount | % | |
| 1100 | Cash and cash equivalents (note 6(a)) | $ 326,958 | 2 | 1,653,916 | 12 |
| 1150 | Notes receivable, net (note 6(d)) | 50,000 | - | - | - |
| 1170 | Accounts receivable, net (note 6(d)) | 206,117 | 2 | 700 | - |
| 1200 | Other receivables, net (note 6(e)) | 47,574 | - | 70,198 | - |
| 1210 | Other receivables from related parties, net (notes 6(e), and 7) | 88,804 | 1 | 73,777 | 1 |
| 1220 | Current tax assets | 1,288 | - | 302 | - |
| 130X | Inventories (note 6(f) and (r), 7 and 8) | 7,994,049 | 55 | 5,595,180 | 44 |
| 1476 | Other current financial assets (note 6(g) and 8) | 243,936 | 2 | 344,600 | 3 |
| 1478 | Construction deposits paid (note 7) | 4,146,700 | 29 | - | - |
| 1479 | Other current assets (note 6(i), (m) and 7) | 533,157 | 4 | 471,114 | 4 |
| 13,638,583 | 95 | 8,209,787 | 64 | ||
| Non-current assets: | |||||
| 1517 | Financial assets at fair value through other comprehensive income, non-current (note 6(c)) | 43,396 | - | - | - |
| 1550 | Investments accounted for using equity method, net (note 6(h)) | 391,163 | 3 | 325,039 | 2 |
| 1600 | Property, plant and equipment (notes 6(j) and 8) | 32,178 | - | 2,768 | - |
| 1755 | Right-of-use asset (note 6(k)) | 10,164 | - | 18,756 | - |
| 1760 | Investment property, net (notes 6(l) and 8) | 65,567 | 1 | - | - |
| 1840 | Deferred tax assets (note 6(t)) | 28,477 | - | - | - |
| 1920 | Refundable deposits (note 7) | 28,610 | - | 4,043,383 | 32 |
| 1980 | Other non-current financial assets (notes 6(g) and 8) | 195,263 | 1 | 194,030 | 2 |
| 794,818 | 5 | 4,583,976 | 36 | ||
Total assets
$ 14,433,401 100 12,793,763 100
| Liabilities and Equity | December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| Current liabilities: | ||||
| Short-term borrowings (notes 6(n) and 8) | $ 3,470,440 | 24 | 2,362,051 | 18 |
| Current contract liabilities (notes 6(x), 7 and 9) | 1,544,713 | 10 | 1,385,011 | 11 |
| Notes payable | 77,281 | 1 | 87,844 | 1 |
| Accounts payable | 345,154 | 2 | 151,725 | 1 |
| Accounts payable to related parties (note 7) | 395,473 | 3 | - | - |
| Other payables (note 6(y)) | 76,635 | 1 | 128,958 | 1 |
| Other payables to related parties (note 7) | 155,765 | 1 | 600,500 | 5 |
| Current lease liabilities (notes 6(q)) | 6,787 | - | 9,625 | - |
| Other current liabilities (note 7) | 13,445 | - | 2,155 | - |
| Long-term borrowings, current portion (note 6(o) and 8) | 4,000,867 | 28 | - | - |
| 10,086,560 | 70 | 4,727,869 | 37 | |
| Non-Current liabilities: | ||||
| Non-current financial liabilities at fair value through profit or loss (note 6(b) and (p)) | 9,021 | - | 2,037 | - |
| Bonds payable (notes 6(p) and 8) | 907,094 | 6 | 891,884 | 7 |
| Long-term borrowings (notes 6(o) and 8) | 72,429 | 1 | 4,000,000 | 32 |
| Deferred tax liabilities (note 6(t)) | 62,995 | - | 57,886 | - |
| Non-current lease liabilities (note 6(q)) | 154,543 | 1 | 161,330 | 1 |
| 1,206,082 | 8 | 5,113,137 | 40 | |
| Total liabilities | 11,292,642 | 78 | 9,841,006 | 77 |
| Equity attributable to owners of parent(note 6(p)(n)(v)): | ||||
| Ordinary shares | 1,112,058 | 8 | 1,112,058 | 9 |
| Capital surplus | 1,710,226 | 12 | 1,710,226 | 13 |
| Retained earnings: | ||||
| Legal reserve | 38,163 | - | 38,163 | - |
| Unappropriated retained earnings | 286,330 | 2 | 92,310 | 1 |
| 324,493 | 2 | 130,473 | 1 | |
| Other equity interest | (6,018) | - | - | - |
| Total equity | 3,140,759 | 22 | 2,952,757 | 23 |
| Total liabilities and equity | $ 14,433,401 | 100 | 12,793,763 | 100 |
See accompanying notes to financial statements.
(English Translation of Financial Statements Originally Issued in Chinese)
SANDI PROPERTIES CO., LTD.
Statements of Comprehensive Income
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Common Share)
| 2025 | 2024 | ||||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4000 | Operating revenue (notes 6(x) and 7) | $ 1,259,124 | 100 | 1,166,647 | 100 |
| 5000 | Operating costs (notes 6(f)) | 881,092 | 70 | 1,166,372 | 100 |
| 5900 | Gross profit from operations | 378,032 | 30 | 275 | - |
| 6000 | Operating expenses(notes 6(i),(m),(q),(s)(v)(y), 7 and 12): | ||||
| 6100 | Selling expenses | 31,641 | 2 | - | - |
| 6200 | Administrative expenses | 45,646 | 4 | 29,248 | 2 |
| Total operating expenses | 77,287 | 6 | 29,248 | 2 | |
| 6900 | Net operating income | 300,745 | 24 | (28,973) | (2) |
| 7000 | Non-operating income and expenses(notes 6 (c),(h),(i),(q) and (z)): | ||||
| 7100 | Interest income | 10,242 | 1 | 3,277 | - |
| 7010 | Other income | 1,596 | - | - | - |
| 7020 | Other gains and losses, net | (22,906) | (2) | 35,688 | 3 |
| 7050 | Finance costs, net | (109,954) | (9) | (151,135) | (13) |
| 7375 | Share of profit of associates and joint ventures accounted for using equity method | 124 | - | 39 | - |
| Total non-operating income and expenses | (120,898) | (10) | (112,131) | (10) | |
| 7900 | Profit before income tax | 179,847 | 14 | (141,104) | (12) |
| 7950 | Less: Income tax expenses (note 6(t)) | (14,173) | (1) | (178) | - |
| 8200 | Profit (loss) | 194,020 | 15 | (140,926) | (12) |
| 8300 | Other comprehensive income (note 6(u)): | ||||
| 8310 | Components of other comprehensive income that will not be reclassified to profit or loss | ||||
| 8316 | Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income | (6,018) | - | - | - |
| 8349 | Income tax related to components of other comprehensive income that will not be reclassified to profit or loss | - | - | - | - |
| 8300 | Other comprehensive income | (6,018) | - | - | - |
| 8500 | Total comprehensive income | $ 188,002 | 15 | (140,926) | (12) |
| Earnings per share (note 6(w)) | |||||
| 9750 | Basic earnings per share (NT dollars) | $ | 1.74 | (1.54) | |
| 9850 | Diluted earnings per share (NT dollars) | $ | 1.65 | (1.54) |
See accompanying notes to financial statements.
18
(English Translation of Financial Statements Originally Issued in Chinese)
SANDI PROPERTIES CO., LTD.
Statements of Changes in Equity
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
Balance at January 1, 2024
Loss for the year ended December 31, 2024
Other comprehensive income for the year ended December 31, 2024
Total comprehensive income for the year ended December 31, 2024
Capital increase by cash
Share-based payment transactions
Conversion of convertible bonds
Balance at December 31, 2024
Profit for the year ended December 31, 2025
Other comprehensive income for the year ended December 31, 2025
Total comprehensive income for the year ended December 31, 2025
Balance at December 31, 2025
| Ordinary shares | Capital surplus | Retained earnings | Total other equity interest | |||
|---|---|---|---|---|---|---|
| Legal reserve | Unappropriated retained earnings | Total | Unrealized gains (losses) on financial assets measured at fair value through other comprehensive income | Total equity | ||
| $ 912,058 | 674,317 | 38,163 | 233,236 | 271,399 | - | 1,857,774 |
| - | - | - | (140,926) | (140,926) | - | (140,926) |
| - | - | - | - | - | - | - |
| - | - | - | (140,926) | (140,926) | - | (140,926) |
| 200,000 | 800,000 | - | - | - | - | 1,000,000 |
| - | 681 | - | - | - | - | 681 |
| - | 235,228 | - | - | - | - | 235,228 |
| 1,112,058 | 1,710,226 | 38,163 | 92,310 | 130,473 | - | 2,952,757 |
| - | - | - | 194,020 | 194,020 | - | 194,020 |
| - | - | - | - | - | (6,018) | (6,018) |
| - | - | - | 194,020 | 194,020 | (6,018) | 188,002 |
| $ 1,112,058 | 1,710,226 | 38,163 | 286,330 | 324,493 | (6,018) | 3,140,759 |
See accompanying notes to financial statements.
(English Translation of Financial Statements Originally Issued in Chinese)
SANDI PROPERTIES CO., LTD.
Statements of Cash Flows
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| Cash flows from (used in) operating activities: | ||
| Profit (loss) before income tax | $ 179,847 | (141,104) |
| Adjustments: | ||
| Adjustments to reconcile profit (loss): | ||
| Depreciation expense | 10,667 | 5,484 |
| Interest revenue | (10,242) | (3,277) |
| Net loss on financial assets or liabilities at fair value through profit or loss | 6,984 | 1,067 |
| Interest expense | 109,954 | 151,135 |
| Dividend income | (1,596) | - |
| Share-based payments | - | 681 |
| Share of profit of associates and joint ventures accounted for using equity method | (124) | (39) |
| Total adjustments to reconcile profit | 115,643 | 155,051 |
| Changes in operating assets and liabilities: | ||
| Increase in notes receivable | (50,000) | - |
| Increase in accounts receivable | (205,417) | (700) |
| Decrease in other receivable | 22,609 | 24,137 |
| Increase in other receivable from related parties | (15,027) | (4,346) |
| Increase in inventories | (2,290,483) | (259,859) |
| Decrease in other current financial assets | 100,810 | 305,834 |
| Increase in other current assets | (59,012) | (89,724) |
| Increase in contract liabilities | 159,702 | 517,519 |
| (Decrease) increase in notes payable | (10,563) | 7,739 |
| Increase in accounts payable | 193,429 | 28,246 |
| Increase in accounts payable to related parties | 395,473 | - |
| Decrease in other payable | (53,181) | (30,473) |
| Increase in other payable to related parties | 92,873 | 62,892 |
| Increase in other current liabilities | 6,577 | 1,890 |
| Total adjustments | (1,596,567) | 718,206 |
| Cash (outflow) inflow generated from operations | (1,416,720) | 577,102 |
| Interest received | 10,257 | 3,322 |
| Interest paid | (202,272) | (199,071) |
| Dividends paid | 1,596 | - |
| Income taxes paid | (10,181) | (7,868) |
| Net cash flows (used in) from operating activities | (1,617,320) | 373,485 |
20
(English Translation of Financial Statements Originally Issued in Chinese)
SANDI PROPERTIES CO., LTD.
Statements of Cash Flows (CONT’ D)
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
Cash flows from (used in) investing activities:
| Acquisition of financial assets at fair value through other comprehensive income | (49,414) | - |
|---|---|---|
| Acquisition of investments accounted for using equity method | (66,000) | (325,000) |
| Acquisition of property, plant and equipment | (30,948) | (3,500) |
| Acquisition of investment properties | (66,104) | - |
| Increase in refundable deposits | (131,927) | (7,753) |
| (Increase) decrease in other financial assets | (146) | 13,601 |
| Increase in other financial assets | (1,233) | (194,030) |
| Decrease in other non-current assets | - | (171,346) |
| Net cash flows used in investing activities | (345,772) | (688,028) |
| Cash flows from (used in) financing activities: | ||
| Increase in Other Current Assets | (3,031) | - |
| Capital increase by cash | - | 1,000,000 |
| Proceeds from issuance of convertible bonds | - | 1,127,554 |
| Increase in short-term borrowings | 1,108,389 | 42,005 |
| Increase from long-term borrowings | 76,000 | - |
| Repayments of long-term debt | (2,704) | - |
| Increase in guarantee deposits received | 4,713 | - |
| (Decrease) increase in other payables to related parties | (537,608) | 537,608 |
| Payment of lease liabilities | (9,625) | (794,094) |
| Net cash flows from financing activities | 636,134 | 1,913,073 |
| Net (decrease) increase in cash and cash equivalents | (1,326,958) | 1,598,530 |
| Cash and cash equivalents at beginning of period | 1,653,916 | 55,386 |
| Cash and cash equivalents at end of period | $ 326,958 | 1,653,916 |
See accompanying notes to financial statements.
21
Attachment 6
San Di Properties Co., Ltd,
Statement of Profit Distribution in 2025
Unit: NT$ dollars
| Item | Amount | |
|---|---|---|
| Subtotal | Total | |
| Beginning undistributed earnings | 92,309,639 | |
| Add: Net profit (loss) after tax for the current year | 194,020,038 | |
| Appropriations items: | ||
| Appropriation of 10% legal reserve | (19,402,004) | |
| Appropriation of special reserve | (6,018,783) | (25,420,787) |
| Distributable earnings | 260,908,890 | |
| Distribution items | ||
| Cash dividends (NT$0.2 per share) | (22,241,152) | |
| Ending undistributed earnings | 238,667,738 |
Chung, Yu-Lin
Chairman of the Board
Chuan, Chun-Yu
President
Kuo, Cheng-Shun
Accounting Manager
Attachment 7
San Di Properties Co., Ltd,
Amendment to the 2024 Cash Capital Increase and Issuance of New Shares and the First Domestic Guaranteed Convertible Corporate Bond Issuance Plan. The underwriter's evaluation opinion on the change of the fundraising plan. (Summary)
(I) Original Projected Schedule of Fund Utilization (Before Revision)
Unit: NT$ thousand
| Project Item | Total Funds Required | Scheduled Progress of Fund Utilization | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2025 | 2026 | 2027 | |||||||||
| Q4 | Q1 | Q2 | Q3 | Q4 | Q1 | Q2 | Q3 | Q4 | Q1 | Q2 | ||
| Repay bank loans | 764,700 | 200,000 | - | 564,700 | - | - | - | - | - | - | - | - |
| Pay for construction projects | ||||||||||||
| Aimei MOMA II (Kaohsiung Mingyi Section) | 170,000 | - | 43,000 | 49,000 | 34,000 | 35,000 | 9,000 | - | - | - | - | - |
| Aimei New Era (Tainan Pingshi Section) | 845,300 | - | 90,000 | 90,000 | 90,000 | 90,000 | 100,000 | 100,000 | 100,000 | 80,000 | 70,000 | 35,300 |
| Aimei Bo (Kaohsiung Hougang East Section) | 361,011 | 177,000 | 29,000 | 56,000 | 39,000 | 45,000 | 15,011 | - | - | - | - | - |
| Total | 2,141,011 | 377,000 | 162,000 | 759,700 | 163,000 | 170,000 | 124,011 | 100,000 | 100,000 | 80,000 | 70,000 | 35,300 |
(II) Revised Projected Schedule of Fund Utilization (Approved by Board of Directors on July 4, 2025)
Unit: NT$ thousand
| Project Item | Total Funds Required | Scheduled Progress of Fund Utilization | |||||
|---|---|---|---|---|---|---|---|
| 2024 | 2025 | 2026 | |||||
| Q4 | Q1 | Q2 | Q3 | Q4 | Q1 | ||
| Repay bank loans | 764,700 | 200,000 | 0 | 564,700 | 0 | 0 | 0 |
| Pay for construction projects | |||||||
| Aimei MOMA II (Kaohsiung Mingyi Section) | 170,000 | 0 | 43,000 | 49,000 | 34,000 | 35,000 | 9,000 |
| Aimei New Era (Tainan Pingshi Section) | 460,000 | 0 | 90,000 | 90,000 | 90,000 | 90,000 | 100,000 |
| Aimei Bo (Kaohsiung Hougang East Section) | 361,011 | 177,000 | 29,000 | 56,000 | 39,000 | 45,000 | 15,011 |
| Aimei Plaza No. 8 (Tainan Guoan Section) | 50,000 | 0 | 0 | 50,000 | 0 | 0 | 0 |
| Aimei Yuzhiyuan (Tainan Wusheng Section) | 138,400 | 0 | 0 | 110,000 | 28,400 | 0 | 0 |
| Aimei International City (Kaohsiung Zili Section) | 196,900 | 0 | 0 | 165,000 | 31,900 | 0 | 0 |
| Total | 2,141,011 | 377,000 | 162,000 | 1,084,700 | 223,300 | 170,000 | 124,011 |
(III)Amended Projected Schedule of Fund Utilization (Approved by Board of Directors on September 18, 2025)
Unit: NT$ thousand
| Project Item | Total Funds Required | Scheduled Progress of Fund Utilization | |||||
|---|---|---|---|---|---|---|---|
| 2024 | 2025 | 2026 | |||||
| Q4 | Q1 | Q2 | Q3 | Q4 | Q1 | ||
| Repay bank loans | 560,000 | 200,000 | 0 | 360,000 | 0 | 0 | 0 |
| Pay for construction projects | |||||||
| Aimei MOMA II (Kaohsiung Mingyi Section) | 100,000 | 0 | 43,000 | 49,000 | 5,000 | 3,000 | 0 |
| Aimei New Era (Tainan Pingshi Section) | 460,000 | 0 | 90,000 | 90,000 | 90,000 | 90,000 | 100,000 |
| Aimei Bo (Kaohsiung Hougang East Section) | 361,011 | 177,000 | 29,000 | 56,000 | 39,000 | 45,000 | 15,011 |
| Aimei Plaza No. 8 (Tainan Guoan Section) | 70,000 | 0 | 0 | 50,000 | 20,000 | 0 | 0 |
| Aimei Yuzhiyuan (Tainan Wusheng Section) | 175,000 | 0 | 0 | 110,000 | 40,000 | 15,000 | 10,000 |
| Aimei International City (Kaohsiung Zili Section) | 415,000 | 0 | 0 | 165,000 | 149,000 | 53,000 | 48,000 |
| Total | 2,141,011 | 377,000 | 162,000 | 880,000 | 343,000 | 206,000 | 173,011 |
(IV) Impact of this Amendment on Shareholders' Equity
To accelerate the effective use of funds, the company's proposed change to its fundraising plan was approved by the board of directors on September 18, 2025. The original plan to repay NT$204,000,000 of bank loans and NT$70,000,000 of construction costs for the Aimei MOMA II project was terminated. The funds are now earmarked for construction costs of three projects: Aimei Plaza No. 8, Aimei Yuzhiyuan, and Aimei International City. Upon completion and handover of these projects, they will contribute to operating revenue and profits. Furthermore, by replacing some of the bank loans with the raised funds, the company can still reduce interest expenses incurred from construction financing, thereby increasing the company's profitability. In conclusion, this change in plan should not have a material adverse impact on the company's shareholders' equity.
(V) Necessity and Reasonableness of Amending this Fundraising Plan
The company raised and issued new shares and the first domestic guaranteed convertible corporate bonds in 2024, totaling NT$2,141,011 thousand. This included NT$764,700 thousand used to repay bank loans and NT$1,376,311 thousand used to pay for construction projects. Subsequently, in order to accelerate the efficiency of capital utilization, the company's board of directors resolved on July 4, 2025 to transfer a total of NT$385,300 thousand from the original major project - payment for construction projects - Aimei New Era from the second quarter of 2026 onwards and 2027 to pay for the construction projects of Aimei Plaza No. 8 (Guoan Section), Aimei Yuzhiyuan (Wusheng Section), and Aimei International City (Zili Section) in 2025. Subsequently, on September 18, 2025, the company's board of directors passed a resolution to change the planned use of NT$204,700,000 (estimated for repaying bank loans) and NT$70,000,000 (estimated for construction costs of the Aimei MOMA II project), totaling NT$274,700,000, to construction costs for three projects: Aimei Plaza No. 8, Aimei Yuzhiyuan, and Aimei International City. In summary, this change in plan as of September 18, 2025, after adding the previous plan revision, has reached the threshold for a change in plan amount under Article 9, Paragraph 1, Item 9 of the Guidelines for the Handling of Securities Issuance and Offering by Issuers.
Based on the assessment of this underwriter, the main reason for the change in the Company's fundraising plan is the tightening of bank lending following the introduction of the seventh wave of central bank credit control measures, as well as the need to reduce expenditures on labor and materials for the Aimei MOMA II project. The assessment also indicates that there would still be funds remaining after the original plan was implemented. In order to conform to the Company's current actual use of funds and improve the full efficiency of fund utilization, the Company's change in fundraising plan is necessary and reasonable.
(VI) Expected Benefits Following the Amendment to the Fund-Raising Plan and Feasibility of Achieving the Planned Schedule
The company plans to redirect the funds originally allocated to repaying bank loans of NTD 204,700,000 and paying for construction costs of the Aimei MOMA II project of NTD 70,000,000, totaling NTD 274,700,000, to the construction costs of three projects: Aimei Plaza No. 8, Aimei Yuzhiyuan, and Aimei International City. This underwriter has assessed that this plan is feasible in terms of both legal procedures and the use of funds. The Aimei Plaza No. 8 project is nearing completion and is expected to be finished by the end of 2025. The other two projects are currently under construction and are expected to be completed in 2029. Once the aforementioned projects are completed and handed over, they will effectively contribute to the company's operating income and operating profit. In addition, the company is expected to moderately reduce interest expenses and improve its financial structure by replacing some of the funds raised with construction financing loans obtained from banks. Overall, this will have a positive impact on the company's future operations and development. In conclusion, the expected benefits and progress of the company's amended fundraising plan are still feasible.
25
Attachment 8
San Di Properties Co., Ltd,
Comparison Table of "Procedures for Acquiring or Disposing of Assets" Before and After the Revision
| Amended | Original | Reason for Amendment |
|---|---|---|
| Article 3 Terms used in these Regulations are defined as follows: 11. The stipulation of 10% of total assets in this procedure is calculated based on the amount of total assets in the most recent individual or individual financial report stipulated in the financial reporting standards of the securities issuer. In the case of a company whose shares have no par value or a par value other than NT$10 for the calculation of transaction amounts of 20 percent of paid-in capital under these procedure, 10 percent of equity attributable to owners of the parent shall be substituted; for the calculation of transaction amounts of 5 percent of paid-in capital under these procedure, 2.5 percent of equity attributable to owners of the parent shall be substituted; for calculations under the provisions of these procedure regarding transaction amounts relative to paid-in capital of NT$10 billion, NT$20 billion of equity attributable to owners of the parent shall be substituted; for calculations under the provisions of these procedure regarding transaction amounts relative to paid-in capital of NT$50 billion, NT$100 billion of equity attributable to owners of the parent shall be substituted. | Article 3 Terms used in these Regulations are defined as follows: 11. The stipulation of 10% of total assets in this procedure is calculated based on the amount of total assets in the most recent individual or individual financial report stipulated in the financial reporting standards of the securities issuer. If the Company's stock has no par value or the par value per share is not NT$10, the transaction amount of 20% of the paid-in capital stipulated in this procedure shall be calculated based on 10% of the equity attributable to the owners of the parent Company; these standards The relevant transaction amount regulations for the amount of paid-in capital reaching NT$1 billion shall be calculated based on the equity attributable to the owners of the parent Company of NT$2 billion. | Amended and issued per 24 July 2025 Order No. Financial-Supervisory-Securities-Corporate-1140383333 of the Financial Supervisory Commission. |
| Article 7 Procedures for the Acquisition or Disposal of Investments in Securities 4. Obtaining Expert Opinions (1) When the Company acquires or disposes of securities with a transaction amount exceeding 20 percent of the Company's paid-in capital or NT$300 million or more, it shall consult an accountant for an opinion on the reasonableness of the transaction price prior to the date of the transaction. This requirement does not apply, however, to publicly quoted prices of securities that have an active market, or where otherwise provided by regulations of the Financial Supervisory Commission (FSC). | Article 7 Procedures for the Acquisition or Disposal of Investments in Securities 4. Obtaining Expert Opinions (1) A public Company acquiring or disposing of securities shall, prior to the date of occurrence of the event, obtain financial statements of the issuing Company for the most recent period, certified or reviewed by a certified public accountant, for reference in appraising the transaction price, and if the dollar amount of the transaction is 20 percent of the Company's paid-in capital or NT$300 million or more, the Company shall additionally engage a certified public accountant prior to the date of occurrence of the event to provide an opinion regarding the reasonableness of the transaction price. This requirement does not apply, however, to publicly quoted prices of securities that have an active market, or where otherwise provided by regulations of the Financial Supervisory Commission (FSC). | The content of the law should be revised accordingly. |
| Amended | Original | Reason for Amendment |
|---|---|---|
| (2) If the Company acquires or disposes of assets through court auction procedures, the court-issued documents can replace the appraisal report or the accountant's opinion. | (A)Acquiring or disposing of privately placed securities. | |
| (B)Acquire or dispose of private placement securities | ||
| (2) If the Company acquires or disposes of assets through court auction procedures, the court-issued documents can replace the appraisal report or the accountant's opinion. | ||
| Article 8: Transactions with Related Parties | ||
| 2. Evaluation and Operating Procedures: | ||
| When a public Company intends to acquire or dispose of real property or right-of-use assets thereof from or to a related party, or when it intends to acquire or dispose of assets other than real property or right-of-use assets thereof from or to a related party and the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the Company's total assets, or NT$300 million or more, except in trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises, the Company may not proceed to enter into a transaction contract or make a payment until the following matters have been submitted to the approval of more than half of all members of the audit committee and submitted to the board of directors for approval before the transaction contract can be signed and the payment can be made: If the Company or a subsidiary that is not the domestic companies has this transaction and the transaction amount is more than 10% of the Company's total assets, the following information shall be submitted to the shareholders' meeting for approval before the transaction contract can be signed and the payment made. However, this does not apply to transactions between the Company and its parent company, subsidiaries, or between subsidiaries. | ||
| (Omitted) | Article 8: Transactions with Related Parties | |
| 2. Evaluation and Operating Procedures: | ||
| When a public Company intends to acquire or dispose of real property or right-of-use assets thereof from or to a related party, or when it intends to acquire or dispose of assets other than real property or right-of-use assets thereof from or to a related party and the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the Company's total assets, or NT$300 million or more, except in trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises, the Company may not proceed to enter into a transaction contract or make a payment until the following matters have been submitted to the approval of more than half of all members of the audit committee and submitted to the board of directors for approval before the transaction contract can be signed and the payment can be made: (Omitted) |
- If a public Company or a subsidiary thereof that is not a domestic public Company will have a transaction set out in paragraph 1 and the transaction amount will reach 10 percent or more of the public Company's total assets, the public Company shall submit the materials in all the subparagraphs of paragraph 1 to the shareholders' meeting for approval before the transaction contract may be entered into and any payment made. However, this restriction does not apply to transactions between the public Company and its parent Company or subsidiaries or between its subsidiaries. | The original clause was incorrect, so it has been corrected and merged. |
| Amended | Original | Reason for Amendment |
|---|---|---|
| Article12 Procedure for Mergers, Divisions, Acquisitions, or Transfer of Shares | ||
| 2: Other Matters to Note | ||
| (3) Principles for Determining and Modifying Exchange Ratios or Acquisition Prices: | ||
| Except as provided below, the share exchange ratio or acquisition price in which the Company participates in a merger, division, acquisition, or share transfer shall not be arbitrarily changed, and the circumstances under which such changes may be made shall be stipulated in the merger, division, acquisition, or share transfer agreement: | ||
| A. Cash capital increase, issuance of convertible corporate bonds, or the issuance of bonus shares, issuance of corporate bonds with warrants, preferred shares with warrants, stock warrants, or other equity-based securities. | ||
| B. An action, such as a disposal of major assets, that affects the Company's financial operations. | ||
| C. An event, such as a major disaster or major change in technology, that affects shareholder equity or share price. | ||
| D. An adjustment where any of the companies participating in the merger, demerger, acquisition, or transfer of shares from another Company, buys back treasury stock. | ||
| E. An increase or decrease in the number of entities or companies participating in the merger, demerger, acquisition, or transfer of shares. | ||
| F. Other terms/conditions that the contract stipulates may be altered and that have been publicly disclosed. | Article12 Procedure for Mergers, Divisions, Acquisitions, or Transfer of Shares | |
| 2: Other Matters to Note | ||
| (3) Principles for Determining and Modifying Exchange Ratios or Acquisition Prices: | ||
| Companies participating in mergers, divisions, acquisitions, or share transfers should commission accountants, lawyers, or securities underwriters to provide opinions on the reasonableness of the exchange ratio, acquisition price, or distribution of cash or other property to shareholders, and submit them to the shareholders' meeting before both parties' board meetings. Exchange ratios or acquisition prices should not be arbitrarily changed, but conditions for changes already specified in the contract and publicly disclosed shall not be subject to this limitation. Conditions under which exchange ratios or acquisition prices may be changed include: | ||
| A. Cash capital increase, issuance of convertible corporate bonds, or the issuance of bonus shares, issuance of corporate bonds with warrants, preferred shares with warrants, stock warrants, or other equity-based securities. | ||
| B. An action, such as a disposal of major assets, that affects the Company's financial operations. | ||
| C. An event, such as a major disaster or major change in technology, that affects shareholder equity or share price. | ||
| D. An adjustment where any of the companies participating in the merger, demerger, acquisition, or transfer of shares from another Company, buys back treasury stock. | ||
| E. An increase or decrease in the number of entities or companies participating in the merger, demerger, acquisition, or transfer of shares. | ||
| F. Other terms/conditions that the contract stipulates may be altered and that have been publicly disclosed. | Revise it with reference to the examples promulgated by the competent authority. | |
| Article 13 Information Disclosure Procedure | ||
| 1. Items and standards for announcement and declaration | ||
| (4). Where equipment or right-of-use assets thereof for business use are acquired or disposed of, and furthermore the transaction counterparty is not a related party, and the transaction amount meets any of the following criteria: | ||
| A. For a public Company whose paid-in capital is less than NT$10 billion, the transaction amount reaches NT$500 million or more. | ||
| B. For a public company whose paid-in capital is NT$10 billion or more but less than NT$50 billion, the transaction amount reaches NT$1 billion or more. | ||
| C. For a public company whose paid-in capital is NT$50 billion, the transaction amount reaches 5 percent or more of paid-in capital. | ||
| (Omitted) | Article 13 Information Disclosure Procedure | |
| 1. Items and standards for announcement and declaration | ||
| (4). Where equipment or right-of-use assets thereof for business use are acquired or disposed of, and furthermore the transaction counterparty is not a related party, and the transaction amount meets any of the following criteria: | ||
| A. For a public Company whose paid-in capital is less than NT$10 billion, the transaction amount reaches NT$500 million or more. | ||
| B. For a public Company whose paid-in capital is NT$10 billion or more, the transaction amount reaches NT$1 billion or more. | ||
| (Omitted) | (1) Amended and issued per 24 July 2025 Order No. Financial-Supervisory-Securities-Corporate-1140383333 of the Financial Supervisory Commission. | |
| (2) In accordance with Article 6 of the Taiwan Stock Exchange Corporation's procedures for verifying and disclosing material information of listed companies |
| Amended | Original | Reason for Amendment |
|---|---|---|
| (6). Where land is acquired under an arrangement on engaging others to build on the Company's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and furthermore the transaction counterparty is not a related party, and the amount the Company expects to invest in the transaction reaches NT$500 million. | (6). Where land is acquired under an arrangement on engaging others to build on the Company's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and furthermore the transaction counterparty is not a related party, and the amount the Company expects to invest in the transaction reaches NT$500 million. | with securities, the time limit for announcement and reporting is revised. |
| (7) In the case of a public company with paid-in capital reaching NT$50 billion or more, transactions in government bonds, ordinary corporate bonds, and general bank debentures without equity characteristics (excluding subordinated debt) traded on securities exchanges or OTC markets, which do not fall under any of the circumstances listed in the proviso of subparagraph 8, and where furthermore the transaction counterparty is not a related party, and the transaction amount reaches 5 percent or more of paid-in capital. | ||
| (8). Other than those listed in the preceding seven clauses, asset transactions, financial institutions disposing of claims, or investments in mainland China, where the transaction amount reaches 20% of the company's paid-in capital or NT$300 million or more. However, the following situations are not subject to this restriction: (Omitted) | (7). Where an asset transaction other than any of those referred to in the preceding six subparagraphs, a disposal of receivables by a financial institution, or an investment in the mainland China area reaches 20 percent or more of paid-in capital or NT$300 million; provided, this shall not apply to the following circumstances: (Omitted) | |
| 2. The amount of transactions above shall be calculated as follows, and the so-called "within one year" is based on the date of the transaction, and is retroactively calculated for one year. The part that has been announced in accordance with the regulations is exempt from inclusion. | (8) The amount of transactions above shall be calculated as follows, and the so-called "within one year" is based on the date of the transaction, and is retroactively calculated for one year. The part that has been announced in accordance with the regulations is exempt from inclusion. | |
| 3. Announcement and Reporting Deadline Upon acquiring or disposing of assets, if it meets the requirements for disclosure specified in the first item of this article and the transaction amount exceeds the disclosure standard specified in this article, the Company shall, in accordance with the nature of the asset and the prescribed format, file a public announcement on the date of the event, no later than two hours before the start of trading on the next business day. | 2: Announcement and Reporting Deadline Upon acquiring or disposing of assets, if it meets the requirements for disclosure specified in Section 1 and the transaction amount exceeds the disclosure standard specified in Section 1, the Company must announce and report the nature in accordance with the specified form within two days from the date of occurrence. | |
| 4: Announcement and Reporting Procedure (1) The Company should publish relevant information on the website designated by the competent authority for administration of securities. | 3: Announcement and Reporting Procedure (1) The Company should publish relevant information on the website designated by the competent authority for administration of securities. |
29
| Amended | Original | Reason for Amendment |
|---|---|---|
| (2) If any errors or omissions exist in the announcement of projects that the company is required to disclose, and corrections are required, the company shall re-announce and declare all projects no later than two hours before the start of trading on the next business day from the date of becoming aware of the error or omission. | (2) When a public Company at the time of public announcement makes an error or omission in an item required by regulations to be publicly announced and so is required to correct it, all the items shall be again publicly announced and reported in their entirety within two days counting inclusively from the date of knowing of such error or omission. If any errors or omissions exist in the announcement of projects that the company is required to disclose, and corrections are required, the company shall re-announce and declare all projects no later than two hours before the start of trading on the next business day from the date of becoming aware of the error or omission. | |
| (3) A public Company acquiring or disposing of assets shall keep all relevant contracts, meeting minutes, log books, appraisal reports and CPA, attorney, and securities underwriter opinions at the Company, where they shall be retained for 5 years except where another act provides otherwise. | (3) A public Company acquiring or disposing of assets shall keep all relevant contracts, meeting minutes, log books, appraisal reports and CPA, attorney, and securities underwriter opinions at the Company, where they shall be retained for 5 years except where another act provides otherwise. | |
| (4) After a transaction is reported and disclosed by the Company in accordance with the preceding paragraph, if any of the following circumstances exist, the Company shall, on the date of the occurrence of the transaction, disclose and report the relevant information on the website designated by the securities regulatory authority no later than two hours before the start of trading on the next business day: | ||
| A. Change, termination, or rescission of a contract signed in regard to the original transaction. | ||
| B. The merger, demerger, acquisition, or transfer of shares is not completed by the scheduled date set forth in the contract. | ||
| C. Change to the originally publicly announced and reported information. | (4) Where any of the following circumstances occurs with respect to a transaction that a public Company has already publicly announced and reported in accordance with the preceding article, a public report of relevant information shall be made on the information reporting website designated by the FSC within 2 days counting inclusively from the date of occurrence of the event: | |
| A. Change, termination, or rescission of a contract signed in regard to the original transaction. | ||
| B. The merger, demerger, acquisition, or transfer of shares is not completed by the scheduled date set forth in the contract. | ||
| C. Change to the originally publicly announced and reported information. | ||
| Article 16: Implementation and Amendment | ||
| This procedure shall be implemented upon approval by more than half of the members of the Audit Committee, followed by resolution by the Board of Directors and approval by the shareholders' meeting. The same process shall apply to amendments. | ||
| (Omitted) | ||
| This procedure was established on August 28, 1991. | ||
| The first amendment was made on May 29, 1995. | ||
| The second amendment was made on July 13, 1995. | ||
| The third amendment was made on August 28, 1997. | ||
| The fourth amendment was made on December 15, 1997. | Article 16: Implementation and Amendment | |
| This procedure shall be implemented upon approval by more than half of the members of the Audit Committee, followed by resolution by the Board of Directors and approval by the shareholders' meeting. The same process shall apply to amendments. | ||
| (Omitted) | ||
| This procedure was established on August 28, 1991. | ||
| The first amendment was made on May 29, 1995. | ||
| The second amendment was made on July 13, 1995. | ||
| The third amendment was made on August 28, 1997. | Add the revision date. (Note: The revision date is the date of the 2026 Annual General Meeting of Shareholders.) |
| Amended | Original | Reason for Amendment |
|---|---|---|
| The fifth amendment was made on June 20, 2000. | ||
| The sixth amendment was made on June 28, 2002. | ||
| The seventh amendment was made on June 12, 2003. | ||
| The eighth amendment was made on May 31, 2007. | ||
| The ninth amendment was made on June 21, 2012. | ||
| The ninth amendment was made on September 5, 2014. | ||
| The eleventh amendment was made on June 27, 2017. | ||
| The twelfth amendment was made on June 11, 2019. | ||
| The thirteenth amendment was made on June 11, 2020. | ||
| The fourteenth amendment was made on July 22, 2021. | ||
| The fifteenth amendment was made on June 21, 2022. | ||
| The sixteenth amendment was made on June 26, 2024. | ||
| The seventeenth amendment was made on June 25, 2026. | The fifth amendment was made on June 20, 2000. | |
| The sixth amendment was made on June 28, 2002. | ||
| The seventh amendment was made on June 12, 2003. | ||
| The eighth amendment was made on May 31, 2007. | ||
| The ninth amendment was made on June 21, 2012. | ||
| The ninth amendment was made on September 5, 2014. | ||
| The eleventh amendment was made on June 27, 2017. | ||
| The twelfth amendment was made on June 11, 2019. | ||
| The thirteenth amendment was made on June 11, 2020. | ||
| The fourteenth amendment was made on July 22, 2021. | ||
| The fifteenth amendment was made on June 21, 2022. | ||
| The sixteenth amendment was made on June 26, 2024. |
31
Attachment 9
San Di Properties Co., Ltd, Comparison Table of "Rules of Procedure for Shareholders' Meetings" Before and After the Revision
| Amended | Original | Reason for Amendment |
|---|---|---|
| Article 3 | ||
| Except where otherwise provided by law or regulations, the Company's shareholders' meetings shall be convened by the Board of Directors. Unless otherwise stipulated in the Shareholders' Affairs Guidelines for publicly listed companies, the holding of a video shareholders' meeting shall be specified in the Articles of Association and approved by the Board of Directors. In addition, the video shareholders' meeting shall be conducted with the approval of more than two-thirds of the directors present and more than half of the directors present. | ||
| Changes in the manner of convening a shareholders' meeting must be made via resolutions of the Board of Directors, and shall be made no later than mailing of the shareholders' meeting notice. | ||
| The Company shall, 30 days prior to the Annual General Meeting or 15 days prior to the Extraordinary General Meeting, prepare and transmit electronic files of the following documents Market Observation Post System (MOPS): the notice of the General Meeting, proxy forms, relevant approval motions, discussion motions, the reasons and explanations for all motions concerning the election or removal of directors, the meeting proceedings manual, and supplementary meeting materials. The Company shall, 15 days prior to the General Meeting, prepare the meeting proceedings manual and supplementary meeting materials for shareholders to access at any time and make them available to the Company and its appointed professional stock brokerage agencies. | ||
| (Omitted) | Article 3 | |
| Except where otherwise provided by law or regulations, the Company's shareholders' meetings shall be convened by the Board of Directors. | ||
| Changes in the manner of convening a shareholders' meeting must be made via resolutions of the Board of Directors, and shall be made no later than mailing of the shareholders' meeting notice. | ||
| The Company shall prepare electronic versions of the notice of shareholders' meeting; proxy forms; and reasons for and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, and the election/dismissal of directors, and shall upload said materials to the Market Observation Post System (MOPS) at least 30 days before the date of a regular shareholders' meeting and at least 15 days before the date of a special shareholders' meeting. The Company shall also prepare electronic versions of the shareholders' meeting agenda book and the supplemental meeting materials and upload them to the MOPS at least 21 days before the date of a regular shareholders' meeting and at least 15 days before the date of a special shareholders' meeting. However, in the case of a TWSE or TPEx listed Company with paid-in capital reaching NT$10 billion or more as of the last day of the most recent fiscal year, or in which the aggregate shareholding percentage of foreign investors and Mainland Chinese investors reached 30% or more as recorded in the shareholders' register at the time of holding of the regular shareholders' meeting in the most recent 45 fiscal year, it shall upload the aforesaid electronic file by 30 days prior to the day on which the regular shareholders' meeting is to be held. In addition, at least 15 days before the date of the shareholders' meeting, the Company shall also have prepared the shareholders' meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda book and supplemental materials shall also be displayed at the Company and the professional shareholder services agent designated thereby. | ||
| (Omitted) | Revised based on the letter dated March 5, 2026, from the Taiwan Stock Exchange Corporation (No. 11500029701). |
| Amended | Original | Reason for Amendment |
|---|---|---|
| Article 6-1 | ||
| To convene a virtual shareholders’ meeting, the Company shall include the following particulars in the shareholders’ meeting notice: |
(Sections 1 and 2 omitted)
3. To convene a virtual-only shareholders meeting, appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholder meeting online shall be specified.
Except in the circumstances set out in Article 44-9, paragraph 6 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the shareholders shall at least be provided with connection facilities and necessary assistance, and the period during which shareholders may apply to the company and other related matters requiring attention shall be specified. | Article 6-1
To convene a virtual shareholders’ meeting, the Company shall include the following particulars in the shareholders’ meeting notice:
(Sections 1 and 2 omitted)
3. When the Company convenes a virtual-only shareholders' meeting, it furthermore shall specify appropriate alternative measures available to shareholders who have difficulty taking part in a virtual shareholders' meeting. | Revise it with reference to the examples promulgated by the competent authority. |
| Article 13
(Items 1 through 6 omitted)
Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be the shareholders of the Company.
If a shareholders' meeting proposes a motion to elect directors and the number of candidates exceeds the number of seats to be elected, proposes a motion to remove a director, or proposes a motion as defined in Articles 185 and 316 of the Company Act, Articles 18, 27, 29, and 35 of the Enterprise Mergers and Acquisitions Act, or Articles 24(2)(1) and 26(2)(1) of the Financial Holding Company Act, the chairman should appoint a lawyer, accountant, or notary public as scrutineers.
The person appointed by the chairman pursuant to the preceding item cannot be responsible for matters related to the voting procedure, nor can they be a director, manager, or employee of the company or its related enterprises.
The scrutineers shall supervise the voting and counting process and sign the election results tally sheet.
If scrutineers are appointed pursuant to Items 8, the minutes of the shareholders' meeting shall state the name and title of the scrutineers.
Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.
(Omitted) | Article 13
(Items 1 through 6 omitted)
Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be the shareholders of the Company.
Vote counting shall be conducted in public at the place of the shareholders’ meeting. The results of the voting shall be announced on-site at the meeting, and a record made of the vote.
(Omitted) | Revised based on the letter dated March 5, 2026, from the Taiwan Stock Exchange Corporation (No. 11500029701). |
| Amended | Original | Reason for Amendment |
|---|---|---|
| Article 22 | ||
| When convening a virtual-only shareholders’ meeting, this Corporation shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders’ meeting online. Except in the circumstances set out in Article 44-9, paragraph 6 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the shareholders shall at least be provided with connection facilities and necessary assistance, and the period during which shareholders may apply to the company and other related matters requiring attention shall be specified. | Article 22 | |
| When convening a virtual-only shareholders’ meeting, the Company shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders’ meeting online. | Revise it with reference to the examples promulgated by the competent authority. | |
| Article 23 | ||
| These rules will be implemented after approval by the shareholders’ meeting and any amendment herein shall apply mutatis mutandis to this regulation. | ||
| I. These rules have been approved by the regular shareholders’ meeting of the Company dated June 20, 1989 for execution; | ||
| II. The first revision was made on May 27, 1998; | ||
| III. The second revision was made on June 28, 2002; | ||
| IV. The third was made on July 22, 2021; | ||
| V. The fourth revision was made on June 21, 2022. | ||
| VI. The fifth revision was made on June 25, 2026. | Article 23 | |
| These rules will be implemented after approval by the shareholders’ meeting and any amendment herein shall apply mutatis mutandis to this regulation. | ||
| 1. These rules have been approved by the regular shareholders’ meeting of the Company dated June 20, 1989 for execution; | ||
| 2. The first revision was made on May 27, 1998; | ||
| 3. The second revision was made on June 28, 2002; | ||
| 4. The third was made on July 22, 2021; | ||
| 5. The fourth revision was made on June 21, 2022. | Add the revision date. |
34
Attachment 10
San Di Properties Co., Ltd,
List of Proposed Release of Non-competition Restriction on Directors and their Representative.
| Corporate Director (Company Name)
Name of legal person director representative and independent director | Concurrently serving as company name | Position |
| --- | --- | --- |
| Lou Ying Investment Co., Ltd.
Representative: Chung, Yu-Lin | San Di Development Industry Co., Ltd. | Chairman |
| Dong Zheng Investment Consulting Co., Ltd. |
| Jia Ke Travel Agency Co., Ltd. | Legal Representative Chairman |
| Yu Lun Development Co., Ltd. |
| Shang Lin Real Estate Co., Ltd. |
| Zhonghua Taizi Gas Station Co., Ltd. |
| Guai Guai International Co., Ltd. |
| Puyuma Transportation Co., Ltd. |
| Heng Feng Energy Co., Ltd. |
| Polaris Energy Co., Ltd. |
| National Petroleum Co., Ltd. | Legal Representative Directors |
| Yishen Gas Station Co., Ltd. |
| Shin Ri Tai Electric Power Co., Ltd. |
| Weiling Co., Ltd. |
| EasyCard Corporation Co., Ltd. |
| Lou Ying Investment Co., Ltd.
Representative: Hsiao, I-Fan | Dapeng Bay Tourism Yacht Co., Ltd. | Legal Representative Chairman |
| Jiayang Enterprise Co., Ltd. |
| Weiling Co., Ltd. | Legal Representative Directors |
| Shang Lin Real Estate Co., Ltd. |
| Miao Li Transportation Co., Ltd. |
| Ying Guang Enterprise Co., Ltd. | Legal Representative Supervisor |
| Polaris Energy Co., Ltd. |
Appendix 1
San Di Properties Co., Ltd, "Articles of Incorporation"
Chapter 1 General Provisions
Article 1 The Corporation is organized in accordance with the Company Act and its name is San Di Properties Co., Ltd.
Article 2 The scope of business of the Corporation shall be as follows:
(1) C301010 Spinning of Year
(2) F213030 Retail Sale of Computers and Clerical Machinery Equipment
(3) E604010 Machinery Installation
(4) EZ05010 Instrument and Meters Installation Engineering
(5) EZ02010 Crane and Hoist Services Engineering
(6) G801010 Warehousing
(7) C703010 Printed Matter Binding and Processing
(8) C307010 Clothing Accessories
(9) F214030 Retail Sale of Motor Vehicle Parts and Motorcycle Parts, Accessories
(10) CC01060 Wired Communication Mechanical Equipment Manufacturing
(11) A301040 Recreational Fishery
(12) E801010 Indoor Decoration
(13) E801020 Doors and Windows Installation Engineering
(14) E801030 Indoor Light-gauge Steel Frame Engineering
(15) E801040 Glass Installation Engineering
(16) I503010 Landscape and Interior Designing
(17) E801070 Kitchenware and Sanitary Fixtures Installation Engineering
(18) F203010 Retail Sale of Food, Grocery and Beverage
(19) F203020 Retail Sale of Tobacco and Alcohol
(20) F204110 Retail Sale of Cloths, Garments, Shoes, Hats, Umbrellas and Clothing Accessories
(21) F205040 Retail Sale of Furniture, Bedding Kitchen Utensils and Fixtures
(22) F206020 Retail Sale of daily commodities
(23) F209060 Retail Sale of Culture, Education, Musical Instruments and Educational Entertainment Supplies
(24) F301020 Supermarkets
(25) F201050 Retail sale of fishing article
(26) F399010 Convenience Stores
(27) F213990 Retail Sale of Other Machinery and Tools
(28) G202010 Parking area Operators
(29) H703100 Real Estate Leasing
(30) I401010 General Advertisement Service
(31) I301020 Data Processing Services
(32) JE01010 Rental and Leasing
(33) I301030 Electronic Information Supply Services
(34) I103060 Management consulting
(35) I199990 Other management consulting
(36) I102010 Investment consulting
(37) IZ04010 Translation services
(38) JZ99020 Sauna business
(39) J802010 Sports training
(40) JZ99050 Intermediary service
(41) J602010 Performing Arts Activities
(42) J803010 Sports performance
(43) J701030 Audio-visual singing
(44) JB01010 Conference and exhibition service
(45) F501030 Beverage shop
(46) J801030 Competitive and leisure sports venue
(47) H701040 Development industry in specific professional areas
(48) JZ99120 General bathroom
36
(49) JZ99110 Slimming beauty
(50) J901020 General Hotel
(51) F399990 Other comprehensive retail trade
(52) F215010 Retailing of jewelry and precious metals
(53) H701010 Residential and building development leasing and sales
(54) JZ99080 Beauty and hairdressing service
(55) J701040 Leisure activity venue
(56) J701020 Amusement park
(57) F208040 Cosmetics retail trade
(58) F501060 Restaurant
(59) I301010 Information Software Service
(60) J601010 Arts and cultural services
(61) IZ99990 Other business services
(62) H701020 Industrial plant development, lease and sale
(63) H701060 New Town, New Community Development
(64) H701080 Urban renewal and reconstruction
(65) H701090 Urban Renewal, Construction and Maintenance
(66) H703090 Real estate business
(67) C199030 Ready-to-eat meal manufacturing
(68) F104110 Cloth, clothing, shoes, hats, umbrellas, clothing wholesalers
(69) F105050 Wholesale of furniture, bedding, kitchen utensils and decorations
(70) F106010 Hardware wholesale business
(71) F106020 Wholesale of daily necessities
(72) F106050 Ceramic and glassware wholesale business
(73) F107030 Wholesale of cleaning products
(74) F108040 Cosmetics wholesale business
(75) F109070 Wholesale of culture and education, musical instruments, and recreational products
(76) F115010 Jewelry and precious metal wholesale business
(77) F206010 Hardware retail trade
(78) F206050 Retailing of pet food and supplies
(79) F207030 Retailing of cleaning supplies
(80) F399040 Retail without storefronts
(81) F401010 International trade
(82) F501050 Hotel industry
(83) H703110 Housing for the Elderly
(84) IZ01010 Photocopying
(85) J701090 Video program broadcasting
(86) J702070 Wine shop
(87) J702080 Bar
(88) ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.
Article 3 The Corporation shall be established in Kaohsiung City and may set up branches or offices in other appropriate locations when necessary
Article 3-1 In order to diversify the Company's operations, when it is a limited liability shareholder of another Company, its total investment may exceed 40% of the Company's paid-in share capital.
Article 4 Public announcements by the Corporation shall be made by a method in accordance with Article 28 of the Company Act.
Article 4-1 The Corporation may, based on its business needs, provide guarantees for outside parties.
Chapter 2 Shares
Article 5 The total capital of the Corporation shall be NT$3,500,000,000, divided into 350,000,000 shares with a par value of NT$10 each, and the Board of Directors is empowered to issue shares in installments.
Article 6 The share certificates of the Corporation shall all be registered share certificates, affixed with the signature or seal of at least three Directors and assigned with serial numbers, and may be issued only via a bank that acts as a stock issuer in accordance with the law.
The Corporation may issue shares and corporate bonds without physical printed certificates, provided that it shall arrange for book-entry registration or custody with a central securities depository.
Article 7 Each shareholder of the Corporation shall report the real name and address to the Company, and the same procedure shall be applied for changing names and address.
Article 8 Each shareholder of the Corporation shall complete and submit a specimen seal card to be kept on file
37
with the Corporation, and only that seal on file may be used to receive dividends or bonuses or otherwise to exercise shareholder rights in writing and the same procedure shall be applied for changing the specimen seal of shareholders.
Article 9
When a share is transferred or a right is pledged, the transferor and the transferee or the mortgagor and the mortgagee must jointly issue an application, sign and seal it and send it to the Company for transfer. Before the transfer, the rights to the shares still belong to the original shareholder, the person who requests to change his name due to the inheritance relationship shall have legal certification documents provided by the heir.
Article 10
If any shares are lost or stolen, the shareholders or legal holders should immediately report to the public security agency, and fill out the application form for reporting the loss of stocks, and send it to the Company for verification and registration (if the stock has not been transferred, the legal holder should check The purchase report of the entrusted securities broker and the certificate of the stock number are attached), and the applicant should follow the civil litigation public notice procedure to apply for public notice to the local court with jurisdiction within five days, and send a copy of the petition and a copy of the receipt of the court Otherwise, the application for loss report will be cancelled.
After the public notice has been adjudicated by the court, a copy of the newspaper containing the public notice ruling should be sent to the Company. After the public notice period expires, the Company can apply to the Company for reissuing new stock certificates based on the court's ex-rights judgment.
Article 11
Any loss, or damage, destruction, or loss of possession of or on share certificates is required to find a guarantor and declare the reason for the loss to the Company, and the new specimen seal can only be replaced after approval.
Article 12
Transfer of shares shall be suspended during the 60 days before the date of a regular shareholders' meeting, during the 30 days before the date of a special shareholders' meeting, or during the 5 days before the record date decided by the Corporation for distribution of dividends, bonuses, or other interests.
Chapter 3 Shareholders' Meeting
Article 13
Shareholders' meetings of the Corporation are classified into two kinds: regular meetings and special meetings.
- Regular meetings shall be convened annually by the Board of Directors within 6 months after the close of each fiscal year, and
- Special meetings shall be called by the Board of Directors when necessary and in accordance with law.
Article 13-1
In order to make the Company's method of convening the shareholders' meeting more flexible, the shareholders' meeting may be held by video conference or other methods announced by the central competent authority.
Article 14
To convene a shareholders' meeting, a notice of the meeting shall be given to each shareholder by 30 days before a regular meeting, or by 15 days before a special meeting, stating the date and place of and the proposals to be considered at the meeting.
Article 15
When a shareholder is unable to attend the shareholders' meeting, he shall issue a proxy form printed and issued by the Corporation specifying the scope of authorization, and entrust a proxy to attend the shareholders' meeting.
Article 16
Unless otherwise provided by law, the Chairperson of the Board of Directors ("Chairperson") shall chair every shareholder's meeting. When the Chairperson by reason of leave or otherwise is unable to exercise such power of office, the Chairperson shall designate a Director as deputy to chair the meeting, failing which the Directors shall select one from among themselves to chair the meeting.
Article 17
Unless otherwise provided by the Company Act a resolution of a shareholders' meeting shall be made with the approval of a majority of the voting rights of the shareholders present at a meeting at which shareholders representing a majority of the total issued shares are present.
Article 18
Each shareholder of the Corporation is entitled to one vote for each share held.
However, a shareholder shall have no voting rights if any event specified in Article 179 of the Company Law occurs.
Article 19
Resolutions adopted at a shareholders' meeting shall be recorded in the minutes of the meeting pursuant to the Article 183 of the Company Act.
Chapter 4 Directors, Board of Director
Article 20
The Board of Directors of the Corporation shall consist of not less than 7 and not more than 9 Directors, and the Board of Directors is empowered to determine the number of Directors. The Directors shall serve a term of office of 3 years and are eligible for re-election and re-appointment, and shall be
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elected at a shareholders' meeting from candidates with disposing capacity.
Among the above-mentioned number of directors, the number of independent directors shall not be less than three, and shall not be less than one-fifth of the number of directors. Independent directors shall adopt a candidate nomination system, and shall be selected by the shareholders' meeting from the list of candidates for independent directors.
The professional qualifications, shareholding, part-time job restrictions, nomination and election methods, and other matters to be followed for independent directors shall be handled in accordance with the relevant regulations of the security's regulatory authority.
The total number of registered shares held by all directors and their percentages shall be governed by the regulations of the competent securities authority.
The directors of the Company shall have more than half of the seats, and at least one of them shall not have any of the following relationships.
- Spouse.
- Relatives within the second degree of kinship.
Article 20-1 The Corporation shall set up an audit committee in accordance with Article 14-4 of the Securities and Exchange Act, which shall be composed of by all independent directors, the number of committee members should not be less than three, one of them shall be the convener, and at least one of them should have accounting or financial expertise; the exercise of powers and related matters of the audit committee and its members shall be handled in accordance with the Securities and Exchange Act and related laws and regulations.
Article 21 If the board of directors does not have an executive director, more than two-thirds of the directors present and the consent of more than half of the directors' present shall elect one of them as the chairman to represent the Company externally. When the chairman asks for leave or is unable to perform his duties for some reason, his agency shall be handled in accordance with Article 208 of the Company Law.
Article 22 When vacancies on the Board of Directors reach one-third of the total number of Directors, the Board of Directors shall within 60 days conduct a shareholders' meeting to elect new Directors to serve the remainder of the unexpired term.
Article 23 The Board of Directors is vested with the following power and functions:
- Deliberation of all significant bylaws and rules.
- Deliberation of business plans.
- Deliberation of budgets and final accounts.
- Drawing up proposals for the distribution of profits and offsetting of losses.
- Drawing up proposals for increases or decreases in capital.
- Deliberation of the appointment and removal of significant Managerial Officers.
- Execute the resolutions of the shareholders' meeting.
- Other functions and powers conferred by laws and regulations and the shareholders' meeting.
Article 24 A board of directors meeting shall be convened by the chairman once every three months. When convening a board of directors meeting, the reasons shall be stated, and the directors shall be notified seven (7) days in advance. However, in case of emergency, a board of directors meeting may be convened at any time. A board of directors meeting shall be notified to all directors in writing, email (E-MAIL) or fax.
Directors should be present in person at board meetings. A Director unable to be present at a meeting may appoint another Director to act at the meeting on behalf of such absent Director, but shall in each instance issue a proxy form specifying the scope of authorization with respect to the reasons of the meeting.
Article 25 For the purpose of the preceding paragraph, a director may accept only one appointment per meeting. If a shareholders' meeting is convened by the board of directors, the chairperson shall be elected in accordance with Article 208, Paragraph 3 of the Company Act.
If it is convened by a person other than the board of directors, the chairperson shall be the person with the right to convene, and if there are two or more persons are entitled to convene the meeting, one of them should be elected from each other as the chairperson
Article 26 Unless otherwise provided by the Company Act, a resolution of the Board of Directors shall be made with the approval of a majority of the Directors present at a meeting at which a majority of the Directors is present.
Chapter 5 Managerial Officers
Article 27 The Corporation shall have several Managerial Officers and the proposal for their appointment, removal and remuneration shall be raised by the Chairman of the Board of Directors and submitted for
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Approval by resolution of the Board of Directors meeting with the attendance of more than half of the directors and the consent of more than half of the directors present.
Article 28 The general manager is ordered by the board of directors to manage the Company's business, and the deputy general manager assists the general manager in handling the business. When the general manager is unable to perform his duties due to some circumstances, the deputy general manager acts as his agent, and the deputy general manager assists the general manager and the deputy general manager in handling daily affairs.
Article 29 The remuneration of all the directors of the Company shall be decided at the authorized board meeting in accordance with the usual industry standard. In addition, the remuneration of directors, managers and other employees of the Company must be paid regardless of profit or loss.
Chapter 6 Accounting
Article 30 The fiscal year of the Corporation shall begin on January 1 of each year and end on December 31 of the same year. After the end of each fiscal year, the Board of Directors shall prepare the final annual account report and financial statements.
Article 31 After the end of each fiscal year, the Board of Directors shall prepare the following documents, have them audited by the Audit Committee and submit them to a regular shareholders' meeting for recognition:
- A business report.
- Financial statements.
- A proposal for the distribution of profits or offsetting of losses.
Article 32 If the Company makes a profit in the current year, it shall allocate no less than 1% of the employee remuneration, and no less than 10% of the employee remuneration shall be allocated as remuneration for grassroots employees. The employee remuneration shall be distributed in the form of stocks or cash by the resolution of the Board of Directors, and the recipients shall include employees of subordinate companies who meet certain conditions. The Company may allocate not more than 3% of the directors' remuneration based on the above profit amount by resolution of the Board of Directors. Employee remuneration and directors' remuneration distribution proposals should be submitted to the shareholders' meeting.
However, that if the Corporation still has any accumulated loss, it shall first set aside the amount to offset the loss before such allocation, then allocate employee bonuses and director remuneration in proportion to the preceding paragraph.
If the final annual accounts of the Corporation show a net profit for a given year, the profit-seeking enterprise income tax shall be fully paid in accordance with the law, and one-tenth of the previous year's losses shall be set aside as the legal reserve. If the board of directors thinks it is necessary, the special surplus reserve may be withdrawn or reversed according to the law after being approved by the shareholders' meeting; if there is still a remaining balance, together with the accumulated undistributed earnings, shall be drafted by the board of directors with a surplus distribution proposal, and submit the proposal to a shareholders' meeting for resolution on the distribution of dividends to shareholders.
Cash dividends shall not be less than 5% of the total shareholder dividends paid in the current year. If the cash dividends are less than one New Taiwan Dollar per share, they may not be paid, but may be paid as stock dividends. The capital budget is drafted and issued after approval by the shareholders' meeting and the competent authority.
Chapter 7 Supplementary Provisions
Article 33 All matters not covered by these Articles of Incorporation shall be governed by the Company Act and other applicable laws and regulations.
Article 34 These Articles of Incorporation shall be adopted separately by the Board of Directors and took effect after approval by the competent authority.
Any amendment of these Articles of Incorporation shall apply mutatis mutandis to this regulation.
Article 35 These Articles of Incorporation were adopted at the meeting of all promoters on September 10, 1955. The first amendment was made on June 15, 1956; the second on April 19, 1959; the third on May 2, 1960; the fourth on July 28, 1962; the fifth on April 28, 1963; the sixth on May 23, 1965; the seventh, May 14, 1967; the eighth on October 28, 1967; the ninth on May 12, 1969; the tenth on August 16, 1969;
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the eleventh on May 28, 1971;
the twelfth on November 14, 1974;
the thirteenth on December 6, 1975;
the fourteenth on March 8, 1978;
the fifteenth on April 19, 1980;
the sixteenth on June 30, 1980;
the seventeenth on May 21, 1982;
the eighteenth on June 20, 1986;
the nineteenth on February 21, 1987;
the twentieth on April 16, 1988;
the twenty-first on June 20, 1989;
the twenty-second on June 19, 1990;
the twenty-third on 23rd May 8, 1991;
the twenty-fourth on 24th June 16, 1995;
the twenty-fifth on June 13, 1996;
the twenty-sixth on May 24, 1997;
the twenty-seventh on 27th May 24, 1997;
the twenty-eighth on December 26, 1997;
the twenty-ninth on December 26, 1997;
the thirtieth on May 27, 1998;
the thirty-first on June 24, 1999;
the thirty-second on June 20, 2000;
the thirty-third on June 29, 2001;
the thirty-fourth on June 28, 2002;
the thirty-fifth on June 12, 2003;
the thirty-sixth on June 28, 2004;
the thirty-seventh on June 29, 2005;
the thirty-eighth on May 8, 2006;
the thirty-ninth on June 3, 2009;
the fortieth on June 21, 2012;
the forty-first on September 5, 2014;
the forty-second on June 25, 2015;
the forty-fourth on June 27, 2016;
the forty-fifth on June 11, 2020;
the forty-sixth on July 22, 2021;
the forty-seventh on June 21, 2022;
the forty-eighth on June 26, 2024.
the forty-ninth on June 23, 2025.
San Di Properties Co., Ltd.
Chairman: Chung, Yu-Ling
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Appendix 2
San Di Properties Co., Ltd, Rules of Procedure for Shareholders' Meetings
Article 1 To establish a good governance system, sound supervisory capabilities, and strong management capabilities for the Company's shareholders' meetings, and pursuant to Article 5 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies, the Company adopts these Rule.
Article 2 The Company's Rules of Procedure for Shareholders' Meetings shall, except as otherwise provided by law, regulations, or the Company's Articles of Incorporation, be as provided in these Rules.
Article 3 (Convening shareholders' meetings and notices regarding shareholders' meetings.)
Except where otherwise provided by law or regulations, the Company's shareholders' meetings shall be convened by the Board of Directors.
Changes in the manner of convening a shareholders' meeting must be made via resolutions of the Board of Directors, and shall be made no later than mailing of the shareholders' meeting notice.
The Company shall prepare electronic versions of the notice of shareholders' meeting; proxy forms; and reasons for and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, and the election/dismissal of directors, and shall upload said materials to the Market Observation Post System (MOPS) at least 30 days before the date of a regular shareholders' meeting and at least 15 days before the date of a special shareholders' meeting. The Company shall also prepare electronic versions of the shareholders' meeting agenda book and the supplemental meeting materials and upload them to the MOPS at least 21 days before the date of a regular shareholders' meeting and at least 15 days before the date of a special shareholders' meeting. However, in the case of a TWSE or TPEx listed Company with paid-in capital reaching NT$10 billion or more as of the last day of the most recent fiscal year, or in which the aggregate shareholding percentage of foreign investors and Mainland Chinese investors reached 30% or more as recorded in the shareholders' register at the time of holding of the regular shareholders' meeting in the most recent 45 fiscal year, it shall upload the aforesaid electronic file by 30 days prior to the day on which the regular shareholders' meeting is to be held. In addition, at least 15 days before the date of the shareholders' meeting, the Company shall also have prepared the shareholders' meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda book and supplemental materials shall also be displayed at the Company and the professional shareholder services agent designated thereby.
The Company shall make the meeting agenda book and supplemental meeting materials in the preceding paragraph available to shareholders for review in the following manner on the date of the shareholders' meeting:
- For in-person shareholders' meetings, these materials shall be distributed on-site at the meeting.
- For hybrid shareholders' meetings, these materials shall be distributed on-site at the meeting and electronic files shall be shared on the virtual meeting platform.
- For virtual-only shareholders' meeting, electronic files shall be shared on the virtual meeting platform.
The reasons for convening a shareholders' meeting shall be specified in the notice of meeting and public announcement. With the consent of the addressee, the notice of meeting may be given in electronic form. Election or dismissal of directors, amendments to the Company's Articles of Incorporation, reduction of capital, application for the approval of ceasing the Company's status as a public Company, approval of competing with the Company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the Company, or any matter under Article 185, Paragraph 1 of the Company Act, Articles 26-1 and 43-6 of the Securities and Exchange Act, or Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out in the notice of the reasons for convening the shareholders' meeting.
None of the above matters may be raised as an extemporary motion. Where both re-election of all directors and their inauguration dates are stated in the notice of the reasons for convening the shareholders' meeting, after the completion of the re-election in said meeting, such inauguration dates may not be altered by any extemporary motion or otherwise in the same meeting. A shareholder holding one percent or more of the total number of issued shares may submit a proposal to the Company for discussion at a regular shareholders' meeting. The number of matters proposed is
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limited to one only, and no proposal containing more than one matter shall be included in the meeting agenda. When the circumstances of any Subparagraph of Article 172-1, Paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the Board of Directors may exclude it from the agenda. A shareholder may propose a recommendation for urging the Company to promote public interests or fulfill its social responsibilities, provided that procedurally the number of matters proposed is limited to one only in accordance with Article 172-1 of the Company Act, and no proposal containing more than one matter shall be included in the meeting agenda.
Prior to the book closure date before a regular shareholders' meeting is held, the Company shall publicly announce its acceptance of shareholder proposals in writing or electronically, and the location and time period for their submission; the period for submission of shareholder proposals shall not be less than 10 days.
Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words shall be included in the meeting agenda. The shareholder making the proposal shall be present, in person or by proxy, at the regular shareholders' meeting and shall take part in discussion of the proposal.
The Company shall, prior to preparing and delivering the shareholders' meeting notice, inform, by a notice, all the proposal submitting shareholders of the proposal screening results, and shall list in the shareholders' meeting notice the proposals conforming to the requirements set out in this Article.
With regard to the proposals submitted by shareholders but not included in the agenda of the meeting, the cause of exclusion of such proposals and explanation shall be made by the board of directors at the shareholders' meeting to be convened.
Article 4
For each shareholders' meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the Company and stating the scope of the proxy's authorization.
A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders' meeting, and shall deliver the proxy form to the Company five days before the date of the shareholders' meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail, unless a declaration is made to cancel the previous proxy appointment.
After a proxy form has been delivered to the Company, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to the Company two days before the date of the shareholders' meeting. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
If, after a proxy form is delivered to the Company, a shareholder wishes to attend the shareholders' meeting online, a written notice of proxy cancellation shall be submitted to the Company two days before the date of the shareholders' meeting. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
Article 5
(Principles for determining the venue and time of a shareholders' meeting)
The venue for a shareholders' meeting shall be the Company's premises, or a place easily accessible to shareholders and suitable for a shareholders' meeting. The meeting shall begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the venue and time of the meeting.
The restrictions on the venue of the meeting shall not apply when the Company convenes a virtual-only shareholders' meeting.
Article 6
(Preparation of attendance books and other documents)
The Company shall specify in its shareholders meeting notices the time during which shareholder attendance registrations will be accepted, the place to register for attendance, and other matters for attention.
The time during which attendance registrations for shareholders, solicitors and proxies (collectively referred to as "shareholders") will be accepted shall be at least 30 minutes prior to the time the meeting starts. The place at which attendance registrations are accepted shall be clearly marked, and a sufficient number of competent personnel shall be assigned to handle the registrations. For virtual shareholders' meetings, shareholders may begin to register on the virtual meeting platform 30 minutes before the meeting starts. Shareholders completing registration shall be deemed to have attended the shareholders' meeting in person.
Shareholders and their proxies (collectively, "shareholders") shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. The Company may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.
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The Company shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.
The Company shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker’s slips, voting slips, and other meeting materials. Where there is an election of directors, preprinted 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. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.
In the event of a virtual shareholders’ meeting, shareholders wishing to attend the meeting online shall register with the Company two days before the date of the shareholders’ meeting.
In the event of a virtual shareholders’ meeting, the Company shall upload the meeting agenda book, annual report, and other meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and shall make this information available until the end of the meeting.
Article6-1 (Convening virtual shareholders’ meetings and particulars to be included in shareholders’ meeting notices)
To convene a virtual shareholders’ meeting, the Company shall include the following particulars in the shareholders’ meeting notice:
- How shareholders shall attend the virtual meeting and exercise their rights.
- Actions to be taken if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents, or other force majeure events. This shall cover, at a minimum, the following particulars:
(1) The time to which the meeting shall be postponed or from which time the meeting shall resume if the above obstruction continues and cannot be resolved, and the date to which the meeting shall be postponed or on which the meeting will resume.
(2) Shareholders who have not registered to attend an affected virtual shareholders’ meeting shall not attend the postponed or resumed session.
(3) In the event of a hybrid shareholders’ meeting, when the virtual meeting cannot be continued, if, after deducting those represented by shareholders attending the virtual shareholders’ meeting online, the total number of shares represented at the meeting meets the minimum legal requirement for a shareholders’ meeting, then the shareholders’ meeting shall continue. The shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, and the shareholders attending the virtual meeting online shall be deemed to have abstained from voting on all proposals on that shareholders’ meeting agenda.
(4) Measures to be taken if the outcome of all proposals has been announced but extemporary motions have not yet been proceeded with.
- When the Company convenes a virtual-only shareholders’ meeting, it furthermore shall specify appropriate alternative measures available to shareholders who have difficulty taking part in a virtual shareholders’ meeting.
Article 7 (The chair and non-voting participants of a shareholders’ meeting)
If a shareholders’ meeting is convened by the Board of Directors, the meeting shall be chaired by the Chairman of the Board. When the Chairman of the Board is on leave or for any reason unable to exercise the powers of the Chairman, the Chairman shall appoint one of the directors to act as chair. Where the Chairman does not make such a designation, the directors shall select from among themselves one person to serve as chair.
When a managing director or a director serves as chair, as referred to in the preceding paragraph, the managing director or director shall be one who has held that position for six months or more and who understands the financial and business conditions of the Company. The same shall be true for a representative of a juristic person director that serves as chair.
It is advisable that shareholders meetings convened by the board of directors be chaired by the Chairman of the board in person and attended by a majority of the directors, at least one supervisor in person, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes.
If a shareholders’ meeting is convened by a party with the power to convene that is not the Board of Directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.
The Company may appoint its attorneys, certified public accountants, and related persons retained by it to attend a shareholders’ meeting in a nonvoting capacity, and to answer related questions during the proceedings.
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Article 8
(Documentation of a shareholders' meeting via audio or video)
The Company shall make an uninterrupted audio and video recording of the shareholders' meeting, from the beginning to end, and shall retain the recording for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.
For a virtual shareholders' meeting, the Company shall keep records of shareholder registration, sign-in, check-in, questions raised, votes cast, and results of votes counted by the Company, and shall make continuous and uninterrupted audio and video records of the proceedings of the virtual meeting, from beginning to end.
The information and audio and video recordings in the preceding paragraph shall be properly kept by the Company during the entirety of its existence, and the Company shall provide copies of the audio and video recordings to the party appointed to handle matters of the virtual meeting for retention.
Article 9
Attendance at shareholders' meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated in accordance with the shares indicated by the attendance book and sign-in cards handed in, and the shares checked in on the virtual meeting platform, plus the number of shares whose voting rights are exercised via correspondence or electronically.
The chair shall call the meeting to order at the appointed meeting time and disclose information concerning the number of non-voting shares and number of shares represented by shareholders attending the meeting.
However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement; there shall be no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned.
In the event of a virtual shareholders' meeting, the Company shall also declare the meeting adjourned on the virtual meeting platform.
If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted in accordance with Article 175, Paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders' meeting shall be convened within one month. In the event of a virtual shareholders' meeting, shareholders wishing to attend the meeting online shall re-register to the Company in accordance with Article 6.
When, prior to the conclusion of a meeting, the attending shareholders reach a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders' meeting in accordance with Article 174 of the Company Act.
Article 10
(Proposal Discussion)
If a shareholders' meeting is convened by the Board of Directors, the meeting agenda shall be set by the Board of Directors. Votes shall be cast on each separate proposal in the agenda (including extemporary motions and amendments to the original proposals set out in the agenda). The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders' meeting.
The provisions of the preceding paragraph apply, mutatis mutandis, to a shareholders' meeting convened by a party with the power to convene that is not the Board of Directors.
The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extemporary motions), except by a resolution of the shareholders' meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the Board of Directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.
When the chair is of the opinion that a proposal, its amendments, or extemporary motions put forward by the shareholders have been discussed sufficiently to put such to a vote, the chair may announce the discussion closed, call for a vote, and schedule sufficient time for voting.
Article 11
(Shareholder speeches)
Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her/its shareholder account number (or attendance card number), and account name. The order in which shareholders speak shall be set by the chair.
A shareholder in attendance who has submitted a speaker's slip but does not actually speak 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.
Shareholders are allowed to speak or raise a question regarding the matters on the agenda only after all the matters on the agenda have been read out or reported by the chair or his/her/its appointee. A shareholder may not speak more than twice, and a single speech may not exceed five minutes. If a shareholder's speech violates the rules stipulated in the preceding paragraph or exceeds the scope of the agenda item, the chair may terminate the speech.
When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violations.
When a juristic person shareholder appoints two or more representatives to attend a shareholders' meeting, only one of the representatives so appointed may speak on the same proposal. After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
Where a virtual shareholders' meeting is convened, shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform, from the time the chair declares the meeting open until the chair declares the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. The regulations in paragraphs 1 to 5 do not apply.
If the question in the preceding paragraph does not violate the regulations or exceed the scope of the proposal, it is advisable to disclose the question on the video conferencing platform of the shareholders meeting for public awareness.
Article 12
(Calculation of voting shares and recusal system)
Voting at a shareholders' meeting shall be calculated based on the number of shares.
With respect to resolutions of shareholders' meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.
When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the Company's interests, that shareholder shall not vote on that item, nor shall they exercise voting rights as proxy for any other shareholder.
The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.
With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy shall not exceed three percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.
Article 13
A shareholder shall be entitled to one vote for each share held, except when the shares are restricted to the top 100 shares under Article 179, Paragraph 2 of the Company Act.
When the Company holds a shareholders' meeting, it shall adopt exercise of voting rights by electronic means or by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders' meeting notice.
A shareholder exercising voting rights by correspondence or electronic means shall be deemed to have attended the meeting in person, but to have waived his/her/its rights with respect to the extemporary motions and amendments to original proposals of that meeting.
A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Company two days before the date of the shareholders' meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.
After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders' meeting in person or online, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to the Company, by the same means by which the voting rights were exercised, two days before the date of the shareholders' meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders' meeting, the voting rights exercised by the proxy in the meeting shall prevail.
Except as otherwise provided in the Company Act and in the Company's Articles of Incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders.
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When voting, the chair or the person designated by him shall announce the total number of voting rights of the attending shareholders on a case-by-case basis, and the shareholders shall vote on a case-by-case basis, and on the day after the shareholders' meeting, the shareholders' approval, objection and abstention results shall be entered into the Market Observation Post System (MOPS).
When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals shall then be deemed rejected, and no further voting shall be required.
Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be the shareholders of the Company. Vote counting shall be conducted in public at the place of the shareholders' meeting. The results of the voting shall be announced on-site at the meeting, and a record made of the vote.
When the Company convenes a virtual shareholders' meeting, after the chair declares the meeting open, shareholders attending the meeting online shall cast votes on proposals and elections on the virtual meeting platform before the chair announces that the voting session has ended, or they shall be deemed to have abstained from voting.
In the event of a virtual shareholders' meeting, votes shall be counted at once after the chair announces the voting session ends, and results of votes and elections shall be announced immediately.
When the Company convenes a hybrid shareholders' meeting, if shareholders who have registered to attend the meeting online in accordance with Article 6 decide to attend the in-person shareholders' meeting in person, they shall revoke their registration two days before the shareholders' meeting in the same manner as they registered. If their registration is not revoked within the time limit, they may only attend the shareholders' meeting online.
When shareholders exercise voting rights via correspondence or electronic means, unless they have withdrawn the declaration of intent and attended the shareholders' meeting online, except for extemporary motions, they shall not exercise voting rights on the original proposals, make any amendments to the original proposals, nor exercise voting rights on amendments to the original proposal.
Article 14 (Matters related to election)
The election of directors at a shareholders' meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes with which they were elected, as well as the names of directors not elected and number of votes they received.
The ballots for elections 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. If, however, a shareholder files a lawsuit in accordance with Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
Article 15 Matters relating to the resolutions of a shareholders' meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting, and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form.
The Company may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS.
The meeting minutes shall accurately record the year, month, day, and venue of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including the number of voting rights), and, in the event of an election of directors, the number of voting rights won by each candidate shall also be disclosed. The minutes shall be retained for the duration of the existence of the Company.
Where a virtual shareholders' meeting is convened, in addition to the particulars to be included in the meeting minutes as described in the preceding paragraph, the start time and end time of the shareholders' meeting, how the meeting is convened, the chair's and secretary's full name, and actions to be taken in the event of disruption to the virtual meeting platform or participation in the meeting online due to natural disasters, accidents or other force majeure events, and how issues are dealt with shall also be included in the minutes. When convening a virtual-only shareholders' meeting, other than compliance with the requirements in the preceding paragraph, the Company shall specify in the meeting minutes the alternative measures available to shareholders who have difficulties in attending a virtual-only shareholders' meeting online.
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Article 16 (Public disclosure)
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, the number of shares represented by proxies, and the number of shares represented by shareholders attending the meeting by correspondence or electronic means, and shall make an express disclosure of the same at the venue of the shareholders' meeting. In the event a virtual shareholders' meeting, the Company shall upload the above meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and make this information available until the end of the meeting.
During the Company's virtual shareholders' meeting, when the meeting is called to order, the total number of shares represented by the attending shareholders shall be disclosed on the virtual meeting platform. The same shall apply whenever the total number of shares represented by the attending shareholders is calculated and a new tally of votes is released during the meeting.
If matters put to a resolution at a shareholders' meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation regulations, the Company shall upload the content of such resolution to the MOPS within the prescribed time period.
Article 17 (Maintaining order at the meeting place)
Staff handling administrative affairs for a shareholders' meeting shall wear identification cards or arm bands.
The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor".
At the place of a shareholders' meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the Company, the chair may prevent the shareholder from so doing.
When a shareholder violates the Rules of Procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.
Article 18 (Recess and resumption of a shareholders' meeting)
When a meeting is in progress, the chair may announce a break based on considerations of time. If a force majeure event occurs, the chair 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 five (5) days in accordance with Article 182 of the Company Act.
Article 19 (Disclosure of information at virtual meetings)
In the event of a virtual shareholders' meeting, the Company shall in accordance with the regulations disclose real-time voting and election results immediately after the end of the voting session on the virtual meeting platform, and this disclosure shall continue at least 15 minutes after the chair has announced the meeting adjourned.
Article 20 (Location of the chair and secretary of virtual-only shareholders' meeting) When the Company convenes a virtual-only shareholders' meeting, both the chair and secretary shall be in the same location, and the chair shall announce said location's address when the meeting is called to order.
Article 21 (Handling of disconnection)
If the shareholders' meeting is held by video conference, the Company may provide shareholders with a simple connection test before the meeting, and provide relevant services immediately before the meeting and during the meeting to assist in dealing with technical problems in communication.
If the shareholders meeting is convened by videoconference, the chair shall, when announcing the opening of the meeting, separately announce that there is no need to postpone or continue the meeting, except for the circumstances stipulated in Article 44-24 of the Standards for the Handling of Stock Affairs of Public Offering Companies.
In the event of a virtual shareholders' meeting, if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents, or other force majeure events before the chair has announced the meeting adjourned, and the obstruction continues for 30 minutes or longer, the meeting shall be postponed to or resumed on another date within five days, in which case Article 182 of the Company Act shall not apply.
For a meeting to be postponed or resumed as described in the preceding paragraph, shareholders who have not registered to participate in the affected shareholders' meeting online shall not attend the postponed or resumed session.
When a Company postpones or reconvenes a meeting under paragraph 2, shareholders who registered to take part by video conferencing in the originally scheduled shareholders' meeting and completed sign-in, but do not participate in the postponed or reconvened meeting, the number of shares represented by them and voting rights and election rights exercised by them shall be counted toward the total number of shares, number of voting rights and number of election rights of shareholders represented at the postponed or reconvened meeting.
During a postponed or resumed session of a shareholders' meeting held under the paragraph 1, no further discussion or resolution is required for proposals for which votes have been cast and counted and results have been announced, or list of elected directors.
When the Company convenes a hybrid shareholders' meeting, and the virtual meeting cannot continue as described in paragraph 2, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders' meeting online, still meets the minimum legal requirement for a shareholders' meeting, then the shareholders' meeting shall continue, and no postponement or resumption thereof under paragraph 2 is required.
Under the circumstances where a meeting should continue as in the preceding paragraph, the shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, provided these shareholders shall be deemed to have abstained from voting on all proposals on that shareholders' meeting agenda.
When postponing or resuming a meeting in accordance with paragraph 2, the Company shall handle the preparatory work based on the date of the original shareholders' meeting in accordance with the requirements listed under Article 44-20, Paragraph 7 of the Regulations Governing the Administration of Shareholder Services of Public Companies.
For dates and periods set forth under Article 12, second half, and Article 13, Paragraph 3 of the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, and Article 44-5, Paragraph 2, Article 44-15, and Article 44-17, Paragraph 1 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall handle such a matter based on the date of the shareholders' meeting that is postponed or resumed under paragraph 2.
Article 22 (Handling of a virtual shareholders' meeting online)
When convening a virtual-only shareholders' meeting, the Company shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders' meeting online.
Article 23 These rules will be implemented after approval by the shareholders' meeting and any amendment herein shall apply mutatis mutandis to this regulation.
- These rules have been approved by the regular shareholders' meeting of the Company dated June 20, 1989 for execution;
- The first revision was made on May 27, 1998;
- The second revision was made on June 28, 2002;
- The third was made on July 22, 2021;
- The fourth revision was made on June 21, 2022.
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Appendix 3
San Di Properties Co., Ltd,
Procedures for Acquiring or Disposing of Assets
Chapter I General Principles
Article 1 Laws and Regulations
These Regulations are adopted in accordance with the provisions of Article 36-1 of the Securities and Exchange Act (hereinafter referred to as these Regulations) and the Operational Procedures for Acquisition and Disposal of Assets by Public Companies regulated by the Financial Supervisory Commission (hereinafter referred to as the "FSC").
Article 2 Scope of application of assets
- Investments in stocks, government bonds, corporate bonds, financial bonds, securities representing interest in a fund, depositary receipts, call (put) warrants, beneficial interest securities, and asset-backed securities.
- Real property (including land, houses and buildings, investment property, and construction enterprise inventory) and equipment.
- Memberships.
- Patents, copyrights, trademarks, franchise rights, and other intangible assets.
- Right-of-use assets.
- Claims of financial institutions (including receivables, bills purchased and discounted, loans, and overdue receivables).
- Derivatives.
- Assets acquired or disposed of in connection with mergers, demergers, acquisitions, or transfer of shares in accordance with law.
- Other major assets.
Article 3 Terms used in these Regulations are defined as follows:
- Assets acquired or disposed through mergers, demergers, acquisitions, or transfer of shares in accordance with law: Refers to assets acquired or disposed through mergers, demergers, or acquisitions conducted under the Business Mergers and Acquisitions Act, Financial Holding Company Act, Financial Institution Merger Act and other acts, or to transfer of shares from another Company through issuance of new shares of its own as the consideration therefore (hereinafter "transfer of shares") under Article 156-3 of the Company Act.
- Related party or subsidiary: As defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
- Professional appraiser: Refers to a real property appraiser or other person duly authorized by law to engage in the value appraisal of real property or equipment.
- Date of occurrence: Refers to the date of contract signing, date of payment, date of consignment trade, date of transfer, dates of boards of directors resolutions, or other date that can confirm the counterpart and monetary amount of the transaction, whichever date is earlier; provided, for investment for which approval of the competent authority is required, the earlier of the above date or the date of receipt of approval by the competent authority shall apply.
- Mainland China area investment: Refers to investments in the mainland China area approved by the Ministry of Economic Affairs Investment Commission or conducted in accordance with the provisions of the Regulations Governing Permission for Investment or Technical Cooperation in the Mainland Area.
- Investment professional: Refers to financial holding companies, banks, insurance companies, bill finance companies, trust enterprises, securities firms operating proprietary trading or underwriting business, futures commission merchants operating proprietary trading business, securities investment trust enterprises, securities investment consulting enterprises, and fund management companies, that are lawfully incorporated and are regulated by the competent financial authorities of the jurisdiction where they are located.
- Securities exchange: "Domestic securities exchange" refers to the Taiwan Stock Exchange Corporation; "foreign securities exchange" refers to any organized securities exchange market that is regulated by the competent securities authorities of the jurisdiction where it is located.
- Over-the-counter venue ("OTC venue", "OTC"): "Domestic OTC venue" refers to a venue for OTC trading provided by a securities firm in accordance with the Regulations Governing Securities Trading on the Taipei Exchange; "foreign OTC venue" refers to a venue at a financial institution that is regulated by the foreign competent authority and that is permitted to conduct securities business.
- The so-called "within one year" is based on the date of the transaction, and is calculated retrospectively for one year. This procedure stipulates that the valuation report or accountant's opinion issued by a professional auditor
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is not included in the calculation.
- The so-called "latest financial statements" refer to the financial statements that have been verified and certified by accountants before the Company acquires or disposes of assets in accordance with the law.
- The stipulation of 10% of total assets in this procedure is calculated based on the amount of total assets in the most recent individual or individual financial report stipulated in the financial reporting standards of the securities issuer.
If the Company's stock has no par value or the par value per share is not NT$10, the transaction amount of 20% of the paid-in capital stipulated in this procedure shall be calculated based on 10% of the equity attributable to the owners of the parent Company; these standards The relevant transaction amount regulations for the amount of paid-in capital reaching NT$1 billion shall be calculated based on the equity attributable to the owners of the parent Company of NT$2 billion
Article 4 Credit line for investment in real estate and securities not for business use
The amount of the above-mentioned assets acquired by the Company and its subsidiaries individually is determined as follows:
- The total amount of real estate not for business use and its right-of-use assets shall not exceed 40% of the net value.
- The total amount of investment in long-term and short-term securities shall not exceed 150% of the net value.
- The amount invested in individual securities shall not exceed 50% of the net worth.
Article 5 Professional appraisers and their officers, certified public accounts, attorneys, and securities underwriters
that provide public companies with appraisal reports, certified public accountant's opinions, attorney's opinions, or underwriter's opinions shall meet the following requirements:
- May not have previously received a final and unappealable sentence to imprisonment for 1 year or longer for a violation of the Act, the Company Act, the Banking Act of The Republic of China, the Insurance Act, the Financial Holding Company Act, or the Business Entity Accounting Act, or for fraud, breach of trust, embezzlement, forgery of documents, or occupational crime. However, this provision does not apply if 3 years have already passed since completion of service of the sentence, since expiration of the period of a suspended sentence, or since a pardon was received.
- May not be a related party or de facto related party of any party to the transaction.
- If the Company is required to obtain appraisal reports from two or more professional appraisers, the different professional appraisers or appraisal officers may not be related parties or de facto related parties of each other.
When issuing an appraisal report or opinion, the personnel referred to in the preceding paragraph shall comply with the self-regulatory rules of the industry associations to which they belong and with the following provisions:
- Prior to accepting a case, they shall prudently assess their own professional capabilities, practical experience, and independence.
- When conducting a case, they shall appropriately plan and execute adequate working procedures, in order to produce a conclusion and use the conclusion as the basis for issuing the report or opinion. The related working procedures, data collected, and conclusion shall be fully and accurately specified in the case working papers.
- They shall undertake an item-by-item evaluation of the appropriateness and reasonableness of the sources of data used, the parameters, and the information, as the basis for issuance of the appraisal report or the opinion.
- They shall issue a statement attesting to the professional competence and independence of the personnel who prepared the report or opinion, and that they have evaluated and found that the information used is appropriate and reasonable, and that they have complied with applicable laws and regulations.
Article 6 Procedures for the acquisition or disposal of assets (property, equipment and right-of use):
- Appraisal and Operating Procedures
Acquisition or disposal on real estate, equipment, or use-of-right of the fixed assets by the Company should be conducted according to these procedures
- Determining process of transaction conditions and authorization amount
(1) When acquiring or disposing of real estate, the transaction conditions and transaction price should be determined with reference to the announced current value, assessed value, actual transaction price of adjacent real estate, etc., and an analysis report should be prepared and submitted to the chairman of the board. The amount shall be NT$1.0 billion (inclusive). and below must be submitted to the chairman of the board for approval; if the amount exceeds NT$1 billion, it must be approved by the board of directors after petitioning the chairman of the board for approval, or may be approved in advance by the board of directors in a designated area and a certain amount. Within the Company, the chairman shall be authorized to handle the matter with full authority and then submit it to the board of directors for ratification by one of the two methods. The aforementioned certain amount shall not exceed 60% of the net worth.
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(2) Acquisition or disposal of equipment should be done through inquiry, price comparison, negotiation or bidding. If the amount is less than NT$1.0 billion (inclusive), it should be approved step by step according to the Company's hierarchical responsibility table; If the amount exceeds NT$1 billion, it must be submitted to the chairman of the board for approval and must be approved by the board of directors before it can be implemented.
- Execution Department
When the Company acquires or disposes of real estate, equipment or right-of-use assets, it shall be submitted for approval in accordance with the approval authority in the preceding paragraph, and the development, management and usage departments shall be responsible for execution.
- Appraisal Report for Real Estate, Equipment, or Usage Rights Assets
(1) In acquiring or disposing of real property, equipment, or right-of-use assets thereof where the transaction amount reaches 20 percent of the Company's paid-in capital or NT$300 million or more, the Company, unless transacting with a domestic government agency, engaging others to build on its own land, engaging others to build on rented land, or acquiring or disposing of equipment or right-of-use assets thereof held for business use, shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser and shall further comply with the following provisions:
A. Where due to special circumstances it is necessary to give a limited price, specified price, or special price as a reference basis for the transaction price, the transaction shall be submitted for approval in advance by the board of directors; the same procedure shall also be followed whenever there is any subsequent change to the terms and conditions of the transaction.
B. Where the transaction amount is NT$1 billion or more, appraisals from two or more professional appraisers shall be obtained.
C. Where any one of the following circumstances applies with respect to the professional appraiser's appraisal results, unless all the appraisal results for the assets to be acquired are higher than the transaction amount, or all the appraisal results for the assets to be disposed of are lower than the transaction amount, a certified public accountant shall be engaged to render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price:
a. The discrepancy between the appraisal result and the transaction amount is 20 percent or more of the transaction amount.
b. The discrepancy between the appraisal results of two or more professional appraisers is 10 percent or more of the transaction amount.
D. No more than 3 months may elapse between the date of the appraisal report issued by a professional appraiser and the contract execution date; provided, where the publicly announced current value for the same period is used and not more than 6 months have elapsed, an opinion may still be issued by the original professional appraiser.
E. If the Company acquires or disposes of assets through court auction procedures, the court-issued documents can replace the appraisal report or the accountant's opinion.
- Except where a limited price, specified price, or special price is employed by a construction enterprise as the reference basis for the transaction price, if an appraisal report cannot be obtained in time and there is a legitimate reason for the delay, the appraisal report shall be obtained within 2 weeks counting inclusively from the date of occurrence, and the certified public accountant's opinion under subparagraph 3 of the preceding paragraph shall be obtained within 2 weeks counting inclusively from the day the appraisal report is obtained.
Article 6-1 The calculation of the transaction amount in the first two clauses of Article 6 and Article 7 shall be carried out in accordance with the provisions of Paragraph 2 of Article 13, and the so-called "within one year" is based on the date of the occurrence of this transaction and is calculated retrospectively for one year. In 2017, the valuation report or accountant's opinion issued by a professional valuation expert or a CPA who has obtained a professional valuation in accordance with the provisions of these procedures will not be included in the calculation.
Article 7 Procedures for the Acquisition or Disposal of Investments in Securities
- Evaluation and Operating Procedures and Levels of Authorization
(1) Procedures for the Acquisition and Disposal of Long-term Equity Investments: When the Company acquires or disposes of long-term equity investments, the executing unit should obtain the most recent financial statements of the target Company, audited or reviewed by an accountant, before the occurrence of the fact, as a reference for evaluating the transaction price. Additionally, an analysis report of unrealized gains or losses on securities should be provided. If the amount is below NT$50 million, it should be approved by the chairman. If it exceeds NT$50 million, it should be reported to the board of directors for resolution.
(2) Procedures for the Acquisition and Disposal of Short-term Equity Investments: When the Company acquires or disposes of short-term equity investments, the executing unit should obtain the most recent financial statements of the target Company, audited or reviewed by an accountant, before the occurrence of the fact, as a reference for evaluating the transaction price. Additionally, an analysis report of unrealized gains or losses on securities
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should be provided before execution. Except for financial operations involving short-term funds (such as trading bond funds, repurchase (reverse repurchase) agreements, and fixed-term deposits which are capital and interest guaranteed securities), which require the approval of the highest supervisor of the finance department, other short-term securities acquisitions or disposals should be approved by the chairman if the amount is below NT$50 million. If it exceeds NT$50 million, it should be reported to the board of directors for filing.
- Procedures for Determining Transaction Conditions
(1) When the Company acquires or disposes of securities investments, except for securities traded on centralized markets or at securities firms' business premises, fund-related securities, original share subscriptions (including establishment subscriptions and cash capital increase subscriptions), or the acquisition or disposal of securities publicly sold by the target Company to meet pre-listing (OTC) equity dispersion requirements, and bond transactions, if the transaction amount is below NT$300 million, the executing unit should fully evaluate the reasonableness of the transaction conditions and handle it according to the provisions of the first paragraph of this article. If the transaction amount exceeds NT$300 million, it should be handled according to the provisions of the fourth paragraph of this article.
(2) It shall be handled in accordance with Article 6 of these procedures.
- Execution Department
For matters related to the investment and disposal of securities by the Company and its subsidiaries, within the limits specified in the aforementioned Article 4, the responsible manager of the Managing Director's Office of the Company will convene the relevant financial units to coordinate the execution by the relevant personnel.
- Obtaining Expert Opinions
(1) A public Company acquiring or disposing of securities shall, prior to the date of occurrence of the event, obtain financial statements of the issuing Company for the most recent period, certified or reviewed by a certified public accountant, for reference in appraising the transaction price, and if the dollar amount of the transaction is 20 percent of the Company's paid-in capital or NT$300 million or more, the Company shall additionally engage a certified public accountant prior to the date of occurrence of the event to provide an opinion regarding the reasonableness of the transaction price. This requirement does not apply, however, to publicly quoted prices of securities that have an active market, or where otherwise provided by regulations of the Financial Supervisory Commission (FSC).
(A) Acquiring or disposing of privately placed securities.
(B) 2. Acquire or dispose of private placement securities
(2) If the Company acquires or disposes of assets through court auction procedures, the court-issued documents can replace the appraisal report or the accountant's opinion.
Article 8: Transactions with Related Parties
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When the Company acquires or disposes of assets with related parties, in addition to following the relevant resolution procedures and assessing the reasonableness of transaction conditions as stipulated in Article 6 for the acquisition of real estate, equipment, or usage rights assets, if the transaction amount reaches 10% of the Company's total assets, a professional appraisal report or an accountant's opinion must also be obtained as required. The calculation of the transaction amount should be handled in accordance with the provisions of Article 9-1. When determining whether the transaction counterpart is a related party, not only the legal form but also the substantive relationship should be considered.
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Evaluation and Operating Procedures:
When a public Company intends to acquire or dispose of real property or right-of-use assets thereof from or to a related party, or when it intends to acquire or dispose of assets other than real property or right-of-use assets thereof from or to a related party and the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the Company's total assets, or NT$300 million or more, except in trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises, the Company may not proceed to enter into a transaction contract or make a payment until the following matters have been submitted to the approval of more than half of all members of the audit committee and submitted to the board of directors for approval before the transaction contract can be signed and the payment can be made:
(1). The purpose, necessity and anticipated benefit of the acquisition or disposal of assets.
(2). The reason for choosing the related party as a transaction counterparty.
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(3). With respect to the acquisition of real property or right-of-use assets thereof from a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance with Article 16 and Article 17.
(4). The date and price at which the related party originally acquired the real property, the original transaction counterparty, and that transaction counterparty's relationship to the Company and the related party.
(5). Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the funds utilization.
(6). An appraisal report from a professional appraiser or a CPA's opinion obtained in compliance with the preceding article.
(7). Restrictive covenants and other important stipulations associated with the transaction.
The calculation of the transaction amount should be handled in accordance with Paragraph 2 of Article 14. The term "within one year" is based on the date of occurrence of the current transaction, and the calculation is retrospectively traced back one year. Transactions that have been approved by the audit committee, and submitted to and approved by the shareholders' meeting or the board of directors in accordance with these procedures, need not be counted again.
With respect to the types of transactions listed below, when to be conducted between the Company and its parent or subsidiaries, or between its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital, the Company's board of directors may pursuant to Article 7 delegate the board chairman to decide such matters when the transaction is within a certain amount and have the decisions subsequently submitted to and ratified by the next board of directors meeting:
(1) Acquisition or disposal of equipment or right-of-use assets thereof held for business use.
(2) Acquisition or disposal of real property right-of-use assets held for business use.
- Evaluation of the Reasonableness of Transaction Costs
(1) A public Company that acquires real property or right-of-use assets thereof from a related party shall evaluate the reasonableness of the transaction costs by the following means:
A. Based upon the related party's transaction price plus necessary interest on funding and the costs to be duly borne by the buyer. "Necessary interest on funding" is imputed as the weighted average interest rate on borrowing in the year the Company purchases the property; provided, it may not be higher than the maximum non-financial industry lending rate announced by the Ministry of Finance.
B. Total loan value appraisal from a financial institution where the related party has previously created a mortgage on the property as security for a loan; provided, the actual cumulative amount loaned by the financial institution shall have been 70 percent or more of the financial institution's appraised loan value of the property and the period of the loan shall have been 1 year or more. However, this shall not apply where the financial institution is a related party of one of the transaction counterparties.
(2). Where land and structures thereupon are combined as a single property purchased or leased in one transaction, the transaction costs for the land and the structures may be separately appraised in accordance with either of the means listed in the preceding paragraph.
(3). When the Company that acquires real property or right-of-use assets thereof from a related party and appraises the cost of the real property or right-of-use assets thereof in accordance with the provisions of subparagraphs (1) and (2) of this Article shall also engage a CPA to check the appraisal and render a specific opinion.
(4) When the Company acquires or disposes of real estate or the right to use assets with related parties, if the assessment results according to the provisions of subparagraphs (1) and (2) of this Article are lower than the transaction price, the provisions of subparagraph (5) of this Article shall be followed. However, if objective evidence is presented and specific rational opinions from real estate professionals and accountants are provided, the following circumstances are not subject to this limitation:
A. Where the related party acquired undeveloped land or leased land for development, it may submit proof of compliance with one of the following conditions:
A. Where undeveloped land is appraised in accordance with the means in the preceding Article, and structures according to the related party's construction cost plus reasonable construction profit are valued in excess of the actual transaction price. The "Reasonable construction profit" shall be deemed the average gross operating profit margin of the related party's construction division over the most recent 3 years or the gross
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profit margin for the construction industry for the most recent period as announced by the Ministry of Finance, whichever is lower.
B. Completed transactions by unrelated parties within the preceding year involving other floors of the same property or neighboring or closely valued parcels of land, where the land area and transaction terms are similar after calculation of reasonable price discrepancies in floor or area land prices in accordance with standard property market sale or leasing practices.
B. Where a public Company acquiring real property, or obtaining real property right-of-use assets through leasing, from a related party provides evidence that the terms of the transaction are similar to the terms of completed transactions involving neighboring or closely valued parcels of land of a similar size by unrelated parties within the preceding year. Completed transactions involving neighboring or closely valued parcels of land in the preceding paragraph in principle refers to parcels on the same or an adjacent block and within a distance of no more than 500 meters or parcels close in publicly announced current value; transactions involving similarly sized parcels in principle refers to transactions completed by unrelated parties for parcels with a land area of no less than 50 percent of the property in the planned transaction; within the preceding year refers to the year preceding the date of occurrence of the acquisition of the real property or obtainment of the right-of-use assets thereof.
(5) When the Company acquires or disposes of real estate or the right to use assets with related parties, if the assessment results according to the provisions of subparagraphs (1) and (2) of this Article are lower than the transaction price, the following shall be conducted. If the Company and the publicly traded Company investing in the Company using the equity method have set aside special surplus reserves as provided in the preceding provisions, they shall wait until the assets purchased at a higher price or leased have recognized impairment losses, or the lease has been terminated or appropriately compensated or restored to its original state, or there is other evidence confirming no unreasonableness, and after approval by the Financial Supervisory Commission, they may then utilize the special surplus reserves.
A. The Company shall, in accordance with Article 41, Paragraph 1 of the Securities Exchange Act, set aside special surplus reserves for the price difference between real estate or the right to use assets and the assessed cost, which shall not be distributed or used for capitalization through stock dividends. Investors who hold equity-method investments in the Company and are publicly traded companies shall also set aside special surplus reserves in accordance with Article 41, Paragraph 1 of the Securities Exchange Act based on their shareholding proportion.
B. The independent directors of the Audit Committee shall supervise the implementation of the preceding provision of the Company in accordance with Article 218 of the Company Law.
C. The handling of the preceding two provisions shall be reported to the shareholders' meeting, and the detailed transaction contents shall be disclosed in the annual report and public offering prospectus.
(6) Where the Company acquires real property or right-of-use assets thereof from a related party and one of the following circumstances exists, the acquisition shall be conducted in accordance with the preceding article, and the preceding three paragraphs do not apply:
A. The related party acquired the real property or right-of-use assets thereof through inheritance or as a gift
B. More than 5 years will have elapsed from the time the related party signed the contract to obtain the real property or right-of-use assets thereof to the signing date for the current transaction
C. The real property is acquired through signing of a joint development contract with the related party, or through engaging a related party to build real property, either on the Company's own land or on rented land.
V. The real property right-of-use assets for business use are acquired by the public Company with its parent or subsidiaries, or by its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital.
(7) When the Company and related parties acquire or dispose of real estate or the right to use assets, if there is other evidence indicating that the transaction involves irregular business practices, they shall also proceed in accordance with the provisions of paragraph (5) of this Article.
- Where the position of independent director has been created in accordance with the provisions of the Act, when a matter is submitted for discussion by the board of directors pursuant to paragraph 2, the board of directors 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 of directors meeting.
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- If a public Company or a subsidiary thereof that is not a domestic public Company will have a transaction set out in paragraph 1 and the transaction amount will reach 10 percent or more of the public Company's total assets, the public Company shall submit the materials in all the subparagraphs of paragraph 1 to the shareholders' meeting for approval before the transaction contract may be entered into and any payment made. However, this restriction does not apply to transactions between the public Company and its parent Company or subsidiaries or between its subsidiaries.
Article 9 Handling Procedures for Acquiring or Disposing of Intangible Assets or the Right to Use Intangible Assets or Memberships
The Company generally does not engage in transactions involving the acquisition or disposal of memberships. If such transactions are to be pursued in the future, they will be submitted to the board of directors for approval, followed by the establishment of evaluation and operational procedures.
- Evaluation and Operational Procedures:
(1) Acquisition Procedure for Intangible Assets or the Right to Use Intangible Assets:
The acquisition of intangible assets or the right to use intangible assets shall be conducted in accordance with the procurement process. If the amount is below five million New Taiwan Dollars, it shall be approved by the Chairman of the Board. If it exceeds five million New Taiwan Dollars, it shall be submitted to the board of directors for deliberation.
(2) Disposal Procedure for Intangible Assets:
The disposal or sale of intangible assets by the Company shall be explained and signed by the original using unit, with reasons provided. After evaluation, comparison, and negotiation by the property management unit, if the book value or appraised value is below five million New Taiwan Dollars, it shall be approved by the Chairman of the Board. If it exceeds five million New Taiwan Dollars, it shall be submitted to the board of directors for deliberation.
- Determination Procedure for Transaction Conditions
Procedure for Determining Transaction Conditions for Acquiring or Disposing of Intangible Assets or the Right to Use Intangible Assets:
(1) If the transaction amount for the acquisition or disposal of intangible assets or the right to use intangible assets by the Company reaches twenty percent (20%) of the Company's paid-in capital or exceeds three hundred million New Taiwan Dollars, except for transactions with domestic government agencies, the Company shall consult with an accountant before the occurrence of the transaction to obtain their opinion on the reasonableness of the transaction price.
(2) It shall be handled in accordance with Article 6 of this processing procedure.
- Execution Department
When the Company acquires or disposes of intangible assets, after following the procedures outlined in the preceding two articles, the responsible personnel shall be convened by the head of the Managing Director's Office of the Company to execute the transaction.
Article 9-1 Calculation of Transaction Amounts
The calculation of the transaction amounts referred to in the three paragraphs of the preceding paragraph shall be made in accordance with Article 13, paragraph 2 herein, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items that have been approved by the shareholders' meeting or board of directors and recognized by the supervisors need not be counted toward the transaction amount.
Article 10 Procedures for acquiring or disposing of claims from financial institutions
In principle, the Company does not engage in transactions to acquire or dispose of creditor's rights of financial institutions. If it subsequently intends to engage in transactions to acquire or dispose of creditor's rights of financial institutions, it shall be submitted to the Board of Directors for approval before formulating its evaluation and operational procedures.
Article 11 When the Company engages in derivatives transactions, it shall comply with the provisions of the Company's "Procedures for Financial Derivatives Transactions"
Article 12 Procedure for Mergers, Divisions, Acquisitions, or Transfer of Shares
1: Evaluation and Operational Procedures
(1) A public Company that conducts a merger, demerger, acquisition, or transfer of shares, prior to convening the
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board of directors to resolve on the matter, shall engage a CPA, attorney, or securities underwriter to give an opinion on the reasonableness of the share exchange ratio, acquisition price, or distribution of cash or other property to shareholders, and submit it to the board of directors for deliberation and passage. However, the requirement of obtaining an aforesaid opinion on reasonableness issued by an expert may be exempted in the case of a merger by a public Company of a subsidiary in which it directly or indirectly holds 100 percent of the issued shares or authorized capital, and in the case of a merger between subsidiaries in which the public Company directly or indirectly holds 100 percent of the respective subsidiaries' issued shares or authorized capital.
(2) A public Company participating in a merger, demerger, acquisition, or transfer of shares shall prepare a public report to shareholders detailing important contractual content and matters relevant to the merger, demerger, or acquisition prior to the shareholders' meeting and include it along with the expert opinion referred to in paragraph 1 of the preceding Article when sending shareholders notification of the shareholders' meeting for reference in deciding whether to approve the merger, demerger, or acquisition. Provided, where a provision of another act exempts a Company from convening a shareholders' meeting to approve the merger, demerger, or acquisition, this restriction shall not apply. Additionally, where the shareholders' meeting of any one of the companies participating in a merger, demerger, or acquisition fails to convene or pass a resolution due to lack of a quorum, insufficient votes, or other legal restriction, or the proposal is rejected by the shareholders' meeting, the companies participating in the merger, demerger or acquisition shall immediately publicly explain the reason, the follow-up measures, and the preliminary date of the next shareholders' meeting.
2: Other Matters to Note
(1) Board Meeting Date: A Company participating in a merger, demerger, or acquisition shall convene a board of directors meeting and shareholders' meeting on the day of the transaction to resolve matters relevant to the merger, demerger, or acquisition, unless another act provides otherwise or the FSC is notified in advance of extraordinary circumstances and grants consent. A Company participating in a transfer of shares shall call a board of directors meeting on the day of the transaction, unless another act provides otherwise or the FSC is notified in advance of extraordinary circumstances and grants consent.
When participating in a merger, demerger, acquisition, or transfer of another Company's shares, a Company that is listed on an exchange or has its shares traded on an OTC market shall prepare a full written record of the following information and retain it for 5 years for reference and within 2 days counting inclusively from the date of passage of a resolution by the board of directors, report (in the prescribed format and via the Internet-based information system) the following information set out in subparagraphs 1 and 2 of the preceding paragraph to the FSC for recordation.
A. Basic identification data for personnel: Including the occupational titles, names, and national ID numbers (or passport numbers in the case of foreign nationals) of all persons involved in the planning or implementation of any merger, demerger, acquisition, or transfer of another Company's shares prior to disclosure of the information.
B. Dates of material events: Including the signing of any letter of intent or memorandum of understanding, the hiring of a financial or legal advisor, the execution of a contract, and the convening of a board of directors meeting.
C. Important documents and minutes: Including merger, demerger, acquisition, and share transfer plans, any letter of intent or memorandum of understanding, material contracts, and minutes of board of directors meetings.
Where any of the companies participating in a merger, demerger, acquisition, or transfer of another Company's shares is neither listed on an exchange nor has its shares traded on an OTC market, the Company shall sign an agreement with such Company whereby the latter is required to abide by the provisions of the preceding two paragraphs.
(2) Prior Confidentiality Commitment: Every person participating in or privy to the plan for merger, demerger, acquisition, or transfer of shares shall issue a written undertaking of confidentiality and may not disclose the content of the plan prior to public disclosure of the information and may not trade, in their own name or under the name of another person, in any stock or other equity security of any Company related to the plan for merger, demerger, acquisition, or transfer of shares.
(3) Principles for Determining and Modifying Exchange Ratios or Acquisition Prices:
Companies participating in mergers, divisions, acquisitions, or share transfers should commission accountants, lawyers, or securities underwriters to provide opinions on the reasonableness of the exchange ratio, acquisition price, or distribution of cash or other property to shareholders, and submit them to the shareholders' meeting before both parties' board meetings. Exchange ratios or acquisition prices should not be arbitrarily changed, but conditions for changes already specified in the contract and publicly disclosed shall not be subject to this
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limitation. Conditions under which exchange ratios or acquisition prices may be changed include:
A. Cash capital increase, issuance of convertible corporate bonds, or the issuance of bonus shares, issuance of corporate bonds with warrants, preferred shares with warrants, stock warrants, or other equity based securities.
B. An action, such as a disposal of major assets, that affects the Company's financial operations.
C. An event, such as a major disaster or major change in technology, that affects shareholder equity or share price.
D. An adjustment where any of the companies participating in the merger, demerger, acquisition, or transfer of shares from another Company, buys back treasury stock.
E. An increase or decrease in the number of entities or companies participating in the merger, demerger, acquisition, or transfer of shares.
F. Other terms/conditions that the contract stipulates may be altered and that have been publicly disclosed.
(4) Contents to be Included in the Contract:
Contracts of the merging, dividing, acquiring, or transferring companies should specify the following matters in addition to those stipulated in Article 317-1 of the Company Act and Article 22 of the Merger and Acquisition Act:
A. Handling of breach of contract.
B. Principles for the handling of equity-type securities previously issued or treasury stock previously bought back by any Company that is extinguished in a merger or that is demerged.
C. The amount of treasury stock participating companies are permitted under law to buy back after the record date of calculation of the share exchange ratio, and the principles for handling thereof.
D. The manner of handling changes in the number of participating entities or companies.
E. Preliminary progress schedule for plan execution, and anticipated completion date.
F. Scheduled date for convening the legally mandated shareholders' meeting if the plan exceeds the deadline without completion, and relevant procedures.
(5) Changes in the Number of Entities or Households Participating in Mergers, Divisions, Acquisitions, or Share Transfers:
After public disclosure of the information, if any Company participating in the merger, demerger, acquisition, or share transfer intends further to carry out a merger, demerger, acquisition, or share transfer with another Company, all of the participating companies shall carry out anew the procedures or legal actions that had originally been completed toward the merger, demerger, acquisition, or share transfer; except that where the number of participating companies is decreased and a participating Company's shareholders' meeting has adopted a resolution authorizing the board of directors to alter the limits of authority, such participating Company may be exempted from calling another shareholders' meeting to resolve on the matter anew.
(6) Non-Publicly Listed Companies Participating in Mergers, Divisions, Acquisitions, or Share Transfers:
If any participating Company is not publicly listed, this Company should enter into an agreement with it. The procedures for convening board meetings according to subsection (1), confidentiality commitments as per subsection (2), and the provisions regarding changes in the number of entities or households participating in mergers, divisions, acquisitions, or share transfers as per subsection (5) should be followed by the Company accordingly.
Article 13 Information Disclosure Procedure
- Items and standards for announcement and declaration
(1). Acquisition or disposal of real property or right-of-use assets thereof from or to a related party, or acquisition or disposal of assets other than real property or right-of-use assets thereof from or to a related party where the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the Company's total assets, or NT$300 million or more; provided, this shall not apply to trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises.
(2). Merger, demerger, acquisition, or transfer of shares.
(3). Losses from derivatives trading reaching the limits on aggregate losses or losses on individual contracts set out in the procedures adopted by the Company.
(4). Where equipment or right-of-use assets thereof for business use are acquired or disposed of, and furthermore the transaction counterparty is not a related party, and the transaction amount meets any of the following criteria:
A. For a public Company whose paid-in capital is less than NT$10 billion, the transaction amount reaches NT$500 million or more.
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B. For a public Company whose paid-in capital is NT$10 billion or more, the transaction amount reaches NT$1 billion or more.
(5). Acquisition or disposal by a public Company in the construction business of real property or right-of-use assets thereof for construction use, and furthermore the transaction counterparty is not a related party, and the transaction amount reaches NT$500 million.
Among them, if the paid-in capital reaches more than NT$10 billion, the transaction amount is more than NT$1 billion if the real estate that has been self-constructed and completed is.
(6). Where land is acquired under an arrangement on engaging others to build on the Company's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and furthermore the transaction counterparty is not a related party, and the amount the Company expects to invest in the transaction reaches NT$500 million.
(7). Where an asset transaction other than any of those referred to in the preceding six subparagraphs, a disposal of receivables by a financial institution, or an investment in the mainland China area reaches 20 percent or more of paid-in capital or NT$300 million; provided, this shall not apply to the following circumstances:
A. Trading of domestic government bonds or foreign public debt with a credit rating not lower than my country's sovereign rating;
B. Where done by professional investors - securities trading on securities exchanges or OTC markets, or subscription of foreign government bonds, or of ordinary corporate bonds or general bank debentures without equity characteristics or subscription by a securities firm of securities as necessitated by its undertaking business or as an advisory recommending securities firm for an emerging stock Company, in accordance with the rules of the Taipei Exchange.
C. Trading of bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises.
(8) The amount of transactions above shall be calculated as follows, and the so-called "within one year" is based on the date of the transaction, and is retroactively calculated for one year. The part that has been announced in accordance with the regulations is exempt from inclusion.
A. The amount of any individual transaction.
B. The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same transaction counterparty within the preceding year.
C. The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of real property or right-of-use assets thereof within the same development project within the preceding year.
D. The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of the same security within the preceding year.
2: Announcement and Reporting Deadline
Upon acquiring or disposing of assets, if it meets the requirements for disclosure specified in Section 1 and the transaction amount exceeds the disclosure standard specified in Section 1, the Company must announce and report the nature in accordance with the specified form within two days from the date of occurrence.
3: Announcement and Reporting Procedure
(1) The Company should publish relevant information on the website designated by the competent authority for administration of securities.
(2) When a public Company at the time of public announcement makes an error or omission in an item required by regulations to be publicly announced and so is required to correct it, all the items shall be again publicly announced and reported in their entirety within two days counting inclusively from the date of knowing of such error or omission.
(3) A public Company acquiring or disposing of assets shall keep all relevant contracts, meeting minutes, log books, appraisal reports and CPA, attorney, and securities underwriter opinions at the Company, where they shall be retained for 5 years except where another act provides otherwise.
(4) Where any of the following circumstances occurs with respect to a transaction that a public Company has already publicly announced and reported in accordance with the preceding article, a public report of relevant information shall be made on the information reporting website designated by the FSC within 2 days counting inclusively from the date of occurrence of the event:
A. Change, termination, or rescission of a contract signed in regard to the original transaction.
B. The merger, demerger, acquisition, or transfer of shares is not completed by the scheduled date set forth in the contract.
C. Change to the originally publicly announced and reported information.
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Article 14 Handling of Subsidiaries
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Subsidiaries of the Company shall also establish “Procedures for Acquisition or Disposal of Assets” in accordance with the provisions of the “Regulations Governing the Acquisition or Disposal of Assets by Publicly Issued Companies”. These procedures shall be approved by the subsidiary’s board of directors and submitted to both shareholders’ meetings for approval, and the same process shall apply to revisions.
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When a subsidiary acquires or disposes of assets, it shall also comply with the regulations of the Company.
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If a subsidiary is not a publicly issued company and its acquisition or disposal of assets meets the disclosure and reporting standards stipulated in the preceding article, the Company shall handle the disclosure and reporting matters on behalf of the subsidiary.
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In the announcement and reporting standards of subsidiaries, the term “Company’s paid-in capital or total assets” refers to the paid-in capital or total assets of the Company.
Article 15 Penalties
If our Company’s employees violate the relevant laws or the provisions of these handling procedures, they shall be punished in accordance with the Company’s relevant personnel regulations.
Article 16: Implementation and Amendment
This procedure shall be implemented upon approval by more than half of the members of the Audit Committee, followed by resolution by the Board of Directors and approval by the shareholders’ meeting. The same process shall apply to amendments.
Without the consent of more than half of all members of the audit committee, it may be executed after approval by more than two-thirds of all directors and the resolution of the Audit Committee shall be recorded in the minutes of the Board of Directors meeting.
When this procedure is submitted to the board of directors for discussion, the opinions of each independent director should be fully considered and their objections or reserved opinions are stated in the minutes of the board of directors meeting.
All members of the audit committee and all directors referred to in this procedure shall be calculated based on those who are actually in office.
- This procedure was established on August 28, 1991.
- The first amendment was made on May 29, 1995.
- The second amendment was made on July 13, 1995.
- The third amendment was made on August 28, 1997.
- The fourth amendment was made on December 15, 1997.
- The fifth amendment was made on June 20, 2000.
- The sixth amendment was made on June 28, 2002.
- The seventh amendment was made on June 12, 2003.
- The eighth amendment was made on May 31, 2007.
- The ninth amendment was made on June 21, 2012.
- The ninth amendment was made on September 5, 2014.
- The eleventh amendment was made on June 27, 2017.
- The twelfth amendment was made on June 11, 2019.
- The thirteenth amendment was made on June 11, 2020.
- The fourteenth amendment was made on July 22, 2021.
- The fifteenth amendment was made on June 21, 2022.
- The sixteenth amendment was made on June 26, 2024.
Appendix 4
San Di Properties Co., Ltd.
Shareholdings of All Directors
- The total quantity of issued shares of the Company as of April 27, 2026: 111,205,759 shares.
- The minimum quantity of shares that all directors of the Company should hold: 8,000,000 shares.
- Number of shares held by all directors of the Company: 8,404,037 shares.
- The Company has set up an audit committee, so there is no application of the legal number of shares that the supervisor should hold.
Book Closure Date: April 27, 2026
| Title | Name | Book Closure Date
Shareholding | Current
Shareholding | Remarks |
| --- | --- | --- | --- | --- |
| Chairman | Lou Ying Investment Co., Ltd,
Representative: Chung Yu-Lin | 7,419,689 | 6.67% | |
| Director | Lou Ying Investment Co., Ltd,
Representative: Hsiao, I-Fan | | | |
| Director | De Mei Investment Co., Ltd.
Representative: Chiang, Shih-Yuan | 984,348 | 0.89% | |
| Director | De Mei Investment Co., Ltd.
Representative: Chuan, Chun-Yu | | | |
| Independent Director | Ku, Mu-Chin | 0 | 0.00% | |
| Independent Director | Hung, Yin | 0 | 0.00% | |
| Independent Director | Hsieh, Cheng-Han | 0 | 0.00% | |
| Shareholdings of All Directors | | 8,404,037 | 7.56% | |