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SCSB AGM Information 2026

May 12, 2026

52494_rns_2026-05-12_e752da17-48a6-40fd-bf4f-6cdcb624fb4e.pdf

AGM Information

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Stock Code:5876

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上海商業儲蓄銀行股份有限公司

THE SHANGHAI COMMERCIAL & SAVINGS BANK, LTD.

Handbook for the

2026 Annual General Meeting of Shareholders

MEETING TIME : 9:00 a.m. on Friday, June 12, 2026

PLACE : 2F, No. 2, Sec. 1, Minquan E. Rd., Zhongshan Dist.,
Taipei City, Taiwan (R.O.C.)
(Multi-functional Conference Hall)

MEETING TYPE : Hybrid Shareholders' Meeting
(physical shareholders' meeting supported by video conferencing)

VIRTUAL MEETING PLATFORM :
Adopt the Virtual Meeting Platform of Taiwan Depository & Clearing
Corporation (TDCC)
【https://stockservices.tdcc.com.tw/evote/index.html】



Table of Contents

Pages

I. Meeting Agenda 1

II. Reported matters

  1. 2025 Business Report 3
  2. The 2025 Audit and Sustainable Committee’s Review Report 13
  3. Audit and Sustainable Committee’s Communications between the Independent Directors and Chief Internal Auditor 15
  4. The 2025 Directors and Employees Compensation Distribution Report 17
  5. The Financial Debentures Issued in 2025 Report 19
  6. The Company will re-elect directors at the 2027 Annual General Shareholders' Meeting, and hereby remind shareholders to pay attention to the relevant provisions of Banking Act 21

III. Acknowledged matters

  1. Adoption of the 2025 Business Report and Financial Statements 27
  2. Adoption of the Proposal for Distribution of 2025 Profits 51

IV. Matters for Discussion

  1. Issuance of New Shares from Capitalization of the Company's Capital Reserve 55
  2. Amendment to the Procedures Governing the Acquisition and Disposal of Assets 57
  3. Proposal for Release the Prohibition on Directors from Participation in Competitive Business 69

VI. Extemporary Motions

VII. Appendices

  1. Articles of Incorporation 71
  2. Rules of Procedure for Shareholder Meetings 85
  3. Procedures Governing the Acquisition and Disposal of Assets 95
  4. Current Shareholding of Directors 121
  5. Other disclosures 123

Notice to Readers

For the convenience of readers, the handbook has been translated into English from the original Chinese version prepared. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese version shall prevail.


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上海商業儲蓄銀行股份有限公司
THE SHANGHAI COMMERCIAL & SAVINGS BANK, LTD.

Year 2026 Agenda of

Annual General Meeting of Shareholders

Meeting Time : 9:00 a.m. on Friday, June 12, 2026

Place : 2F, No. 2, Sec. 1, Minquan E. Rd., Zhongshan Dist.,
Taipei City, Taiwan (R.O.C.)
(Multi-functional Conference Hall)

Meeting type : Hybrid Shareholders' Meeting
(physical shareholders' meeting supported by video conferencing)

Virtual Meeting Platform :
Adopt the Virtual Meeting Platform of Taiwan Depository & Clearing
Corporation (TDCC)
【https://stockservices.tdcc.com.tw/evote/index.html】

  1. Report of the number of shares represented by shareholders
    present at the meeting
  2. Call the Meeting to Order
  3. Chairperson Remarks
  4. Reported matters
    (1). 2025 Business Report
    (2). The 2025 Audit and Sustainable Committee's Review Report
    (3). Audit and Sustainable Committee's Communications between
    the Independent Directors and Chief Internal Auditor
    (4). The 2025 Directors and Employees Compensation Distribution
    Report

(5). The Financial Debentures Issued in 2025 Report
(6). The Company will re-elect directors at the 2027 Annual General Shareholders' Meeting, and hereby remind shareholders to pay attention to the relevant provisions of Banking Act

  1. Acknowledged matters
    (1). Adoption of the 2025 Business Report and Financial Statements
    (2). Adoption of the Proposal for Distribution of 2025 Profits

  2. Matters for Discussion
    (1). Issuance of New Shares from Capitalization of the Company's Capital Reserve
    (2). Amendment to the Procedures Governing the Acquisition and Disposal of Assets
    (3). Proposal for Release the Prohibition on Directors from Participation in Competitive Business

  3. Extemporary Motions

  4. Adjournment

2


Reported matters


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3

Report No. 1
Proposed by the Board of Directors

Agenda :
2025 Business Report

Explanation :
The 2025 Business Report is attached as pp. 4 – 12.


THE SHANGHAI COMMERCIAL & SAVINGS BANK, LTD.
2025 Business Report

I. Foreword

In 2025, despite the effects of US tariff policies and geopolitical risks, the global economy remained resilient. Considering the economic and financial environment, SCSB steadily expanded business while maintaining focus on asset safety, liquidity sufficiency, and capital adequacy. The net income amounted to NT$14.83 billion, with EPS after tax of NT$3.06, and efficiency ratio was 38.50%. Meanwhile, the year-end, the capital adequacy ratio 16.84%, NPL ratio 0.52%, coverage ratio 252.18%, and liquidity ratio 26.56%.

The following summarizes SCSB's 2025 business performance, 2026 business plans, and future development strategies, along with the impacts and countermeasures of external competitive, regulatory and macroeconomic environment, as well as the latest credit rating results.

II. Operating Performance in 2025

  1. Global and Domestic Finance Environment

In 2025, the global economic and financial landscape was affected by US tariff policies, amid heightened trade frictions and increased financial market volatility. In Taiwan, the economy exhibited a stellar performance driven by an investment boom in artificial intelligence that boosted equipment investment and commodity exports. The Universal Cash Handout program in the second half of the year also stimulated private consumption. Annual economic growth rate reached 8.68%, far exceeding the previous year's 5.27%. On the financial front, the U.S. Federal Reserve began a rate-cutting cycle in the second half of the year, implementing three cuts totaling 75 basis points for the year. Meanwhile, CBC maintained its monetary policy stance from the previous year, keeping interest rates unchanged

4


throughout 2025. The New Taiwan Dollar experienced significant volatility due to fluctuating U.S. tariff policies. Driven by factors such as foreign exchange inflows and exporters' foreign exchange settlements, appreciation pressure on the New Taiwan Dollar increased markedly. At year-end, the New Taiwan Dollar closed at NT$31.438 against the U.S. Dollar, appreciated by 4.27% over the year. Benefiting from positive factors, including the strong performance of U.S. tech stocks that supported Taiwan's tech sector, TAIEX closed at a record high of 28,963 points at year-end, up 25.74% for the year.

2. Organization Changes

At the beginning of the year, SCSB adjusted the OBU organizational structure to strengthen the functions of OBU business personnel and enhance business momentum. To expand service coverage and strengthen the operational team, SCSB actively prepared for the establishment of a new branch in Taichung City, which officially opened on January 5, 2026. In line with the FSC's efforts to promote Taiwan as an Asia Asset Management Center, SCSB applied for a pilot program under the "Operation Directions for Financial Institutions Applying for Business Trials in Local Asset Management Zones." As one of the first approved applicants, SCSB commenced operations at the Kaohsiung Zone of the Asian Asset Management Center on July 15, aiming to expand the capacity of asset management services.

3. Business Plan, Strategy and Performance

The 2025 business plan focused on developing diversified core businesses, including corporate banking, personal banking, wealth management, treasury marketing, deposits and remittances, and digital banking. SCSB continuously strengthened resource sharing between business departments and personnel, innovated financial products and services, expanded high-net-worth wealth management services, recruited talent from various fields, and

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promoted sustainable development, thereby enhancing corporate image.

The results of 2025 business plan and strategy were reflected on the performance of main business and profit, in which the average deposit balance was NT$1,261.2 billion, the same as last year; average loan balance was NT$889.8 billion, up 1.1% from last year; profit before income tax was NT$16.47 billion, up 9.7% from last year; net income was NT$14.83 billion, up 10.0% from last year; EPS was NT$3.06, up 10.1% from last year; after-tax return on assets and after-tax return on equity were 0.92% and 7.36% respectively.

4. Budget Implementation

As for the implementation of main business and profit in 2025, the budget achievement rate was 96.0% for the average deposit balance, 96.0% for the average loan balance, and 102.0% for net income.

5. Financial Result

Unit: NT$ Billion, except as indicated

Item Year 2025 2024 Change
Net interest income 17.63 19.03 -7.4%
Total non-interest income 10.63 8.42 26.2%
Net revenue 28.26 27.45 3.0%
Provisions for bad-debt expense, commitment and guarantee liability 1.80 2.61 -31.0%
Total operating expenses 9.99 9.83 1.6%
Profit before income tax 16.47 15.01 9.7%
Net income 14.83 13.48 10.0%
Earnings Per Share (after income tax) (in NT$) 3.06 2.78 10.1%
ROA (after income tax)(%) 0.92 0.84 0.08
ROE (after income tax)(%) 7.36 7.07 0.29

Note : The change in ROA (after income tax) and ROE (after income tax) is calculated as a net increase or decrease in percentage points.


  1. Research and Development

In 2025, SCSB continued to develop innovative products and services with a customer-centered approach based on customer’s needs. SCSB also strengthened the application of financial technology, implemented projects to establish new core systems, upgraded digital banking services, and promoted inclusive finance. In terms of corporate banking, SCSB leveraged the credit guarantee fund mechanism, promoted sustainability-linked loans, enhanced risk awareness, and improved the quality of credit assets. In terms of personal banking, SCSB offered flexible product portfolios and packages, enhanced the sales marketing capabilities, promoted consumer finance digital marketing, and improved digital experience. In terms of customer finance, SCSB continued to diversify wealth management products, advanced inclusive finance, built “Go Rich” smart financial system, promoted high-net-worth wealth management, and actively developed asset inheritance and comprehensive trust services.

In terms of deposits and remittances, SCSB continuously launched preferential deposit programs, promoted retail and demand deposits, accelerated digital transactions, and improved the effectiveness of non-contact services. In terms of treasury, SCSB optimized the transaction system, refined financial marketing products and services, stayed fully attuned to market opportunities, and improved capital utilization efficiency. In terms of digital banking, SCSB built a data analytics platform, developed new profit engines, strengthened smart finance, and enhanced the brand recognition and market presence of digital sub-brands. SCSB also continued to develop and implement AI in daily operations and management to achieve the goals of improving operational efficiency and intelligent operations.

In line with international development trends, SCSB has been committed to promoting sustainable development and have achieved fruitful results. Through industry-academia collaboration

7


with National Cheng Kung University, SCSB co-developed the "Carbon Emissions Simplified Analysis Tool" system platform. The SBTi organization has reviewed and approved SCSB's science-based targets. SCSB was selected for the S&P Global Sustainability Yearbook for the second consecutive year and ranked among the top 10% of global banks for ESG performance. SCSB was honored as one of the top 5% of listed companies in the 2024 Corporate Governance Evaluation. SCSB signed a collective agreement with the corporate union for the first time to implement labor-management cooperation and improve employee welfare. SCSB received an AA rating from MSCI ESG Ratings.

III. Business Plan for 2026

1. Business Guideline

In accordance with the financial and operational blueprint of the 2026-2030 five-year plan, SCSB will adopt a prudent development strategy. In 2026, SCSB's strategic focus will continue to be on "preserving sustainability and driving smart innovation," upholding the spirit of founding principles, strengthening operational capital, promoting sustainable development, and creating sustainable value. Leveraging financial technology, SCSB will advance artificial intelligence, innovate products and services, and expand diverse business opportunities.

2. Business Target

Taking into account factors including economic growth forecasts, market competition, as well as the growth result in 2025 and business strategies for 2026, SCSB is setting up appropriate growth for 2026 targets.

3. Business Policy

A. Fundamental Policy: Maintain stable operations with integrity, achieve healthy and balanced growth, actively pursue


sustainable development, and create excellent business results and sustainable achievements.

B. Operating Policy: Develop Asia asset management and diverse core businesses with equal emphasis on corporate banking, personal banking, wealth management, treasury, and deposits, and strengthen digital banking business.

C. Sales Policy: Strengthen ties with core value customers, provide comprehensive financial products and services, promote integrated marketing of asset inheritance, and attach importance to fair customer treatment and financial consumer protection.

D. Management Policy: Implement the three lines of defense in internal control, optimize risk management, enhance business continuity management and information security, cultivate a compliance culture, and refine corporate governance.

IV. Future Development Strategy

SCSB's main development strategies for 2026 are as follows:

  1. Overall operations: Implement operations with integrity, achieve a balanced and steady development, strengthen financial and business operations, and upgrade operating facilities.

  2. Channel development: Deepen the market in Taiwan, optimize the tri-"SHANGHAI BANK" alliance, continue to gain greater presence in the Asia-Pacific region, and establish comprehensive service networks.

  3. Business development: Develop multiple cores, strengthen treasury finance, expand high-net-worth management services, and increase non-interest income.

  4. Customer relations: Treat customers with fairness, develop high-quality customer base, promote integrated marketing, and expand cross-border business.

  5. Digital banking: Leverage financial technology, develop artificial


intelligence, enhance customer experience, and promote financial inclusion.

  1. Information technology: Upgrade core systems, stabilize system operations, strengthen information utilization, and refine cybersecurity governance.

  2. Risk management: Strengthen risk management, enhance early-warning mechanisms, optimize asset quality, and maintain capital management.

  3. Human resources: Attract diverse talents, enhance professional competencies, strengthen management succession, and enrich human capital.

  4. Internal management: Strengthen internal control, fully implement the three lines of defense, embed the culture of compliance, and implement money laundering prevention.

  5. Sustainable development: Drive sustainable finance, commit to energy saving and carbon reduction, fulfill social responsibilities, and reinforce corporate governance.

V. Impact and Countermeasure of the External Competitive, Regulatory, and Macroeconomic Environment

  1. External Competitive Environment

The global economy remains subject to fluctuations from trade policies and geopolitical conflicts, leading to increased uncertainty in the economic outlook. In addition, the external business environment is highly volatile, with intense market competition. In response to competitive external environment, SCSB will shift from price competition to value competition, advance digital and sustainable transformation, deepen customer relationship management, and further strengthen presence in the Asia-Pacific region to enhance overall competitiveness.

  1. Regulatory Environment

FSC is working to promote Taiwan as an Asia Asset Management

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Center through the launch of five specific plans: strengthen asset management, integrate inclusive and sustainable finance, promote wealth management, drive funds into public infrastructure, and expand investment in Taiwan. FSC has also released the Green and Transitional Finance Action Plan to expand financial support in scope and intensity, assisting the government and businesses in transition to net zero. SCSB will actively align with FSC's policies, provide financial services to customers, seize key market opportunities, leverage financial influence, and drive sustainable development.

3. Macroeconomic Environment

In 2026, geopolitical conflicts and climate change will continue to impact the global economy. The United States has resumed its interest rate cut cycle, while CBC's housing market control policies will expect to continue. The banking sector will face competitive pressure due to excessively low interest rate spreads. In the face of such volatile external challenges, SCSB will closely monitor changes in the business environment to adopt flexible operational measures, anticipate future trends to steadily expand businesses, and seize market opportunities to generate sustainable revenue and profit.

VI. Credit Rating

Rating Agency Ratings Outlook Date
Domestic Long-term Domestic Short-term
Taiwan Ratings twAA- twA-1+ Stable 2025/12/11
Fitch Ratings (Taiwan Branch) AA(twn) F1+(twn) Negative 2025/11/06
Rating Agency Ratings Outlook Date
International Long-term International Short-term
S&P Global Ratings BBB+ A-2 Stable 2025/12/11
Fitch Ratings A- F2 Negative 2025/11/06

Going ahead, SCSB will steadfastly uphold business goal of "serving society, supporting industry, and promoting international trade" to develop artificial intelligence and smart technology, stimulate digital transformation, foster sustainable development, and create sustainable value. Other development strategies are innovative products and services, diversified core development, increased non-interest income, and enhanced capital efficiency. All employees will also uphold service ideals for "warmth, ease and respect" and "always placing customers' needs first" and work together to create the outstanding performance. SCSB welcomes and appreciates the continued guidance and support from all shareholders.

Chairman: LEE, CHING-YEN
President: KUO, CHING-YI
Chief Accountant: WU, TSUNG-TAI

12


13

Report No. 2

Proposed by the Audit and Sustainable Committee

Agenda :

The 2025 Audit and Sustainable Committee’s Review Report

Explanation :

The 2025 Audit and Sustainable Committee's review report of Business Reports, Financial Reports and Distribution of Earnings is attached as pp.14.


14

THE SHANGHAI COMMERCIAL & SAVINGS BANK, LTD.
Audit and Sustainable Committee’s Review Report

The board of directors has complied and submitted the Company's 2025 financial statements audited by Certified Public Accountants Wei-Tai Wu and Puo-Ju Kuo of PricewaterhouseCoopers Taiwan., who issued the unqualified opinions, business report and profit distribution plan. The above statements and reports have been examined by the Audit and Sustainable Committee and no irregularities were found. This report is hereby prepared in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.

Please kindly approve

To : 2026 Annual General Meeting of Shareholders

THE SHANGHAI COMMERCIAL & SAVINGS BANK, LTD.
Convener of Audit and Sustainable Committee
CHEN, MU-TSAI
March 19, 2026


15

Report No. 3

Proposed by the Audit and Sustainable Committee

Agenda :
Audit and Sustainable Committee’s Communications between the Independent Directors and Chief Internal Auditor

Explanation :
Audit and Sustainable Committee’s Communications between the Independent Directors and Chief Internal Auditor is attached as pp.16.


16

THE SHANGHAI COMMERCIAL & SAVINGS BANK, LTD.

Audit and Sustainable Committee’s Communications between the Independent Directors and Chief Internal Auditor

(1). Audit and Sustainable Committee

Date Communication matters Execution results
2025/02/21 Audit Plan Submitted to the Board after approval at the meeting.
2025/03/04 1. Internal audit quality evaluation report
2. Audit report 1. Acknowledged by all attending members.
2. Acknowledged by all attending members.
2025/05/28 Audit quality evaluation operations outsourcing Submitted to the Board after approval at the meeting.
2025/08/04 Audit report Acknowledged by all attending members.
2025/10/27 1. Outsourcing reports of Audit quality evaluation operations and improvement plans.
2. Audit plan.
3. The amendment of Regulations for Internal Audit Standards 1. After revision, acknowledged by all attending members.
2. Submitted to the Board after approval at the meeting.
3. After revision, submitted to the Board after approval at the meeting.

(2). Conference

Date Communication matters Execution results
2025/10/27 1. Implementation of "Preventing speculative investment in real estate and loan applications by nominees".
2. Improvement of processing stakeholder information 1. Completed
2. Completed

17

Report No. 4

Proposed by the Board of Directors

Agenda :

The 2025 Directors and Employees Compensation Distribution Report

Explanation :

NT$ 45,500,000 is for directors' compensation and NT$ 80,000,000 is for the Company's 2025 employees' compensation. Both are paid in cash.


18


Report No. 5

Proposed by the Board of Directors

Agenda :

The Financial Debentures Issued in 2025 Report

Explanation :

  1. To enhance liquidity and support the development of the Company's sustainable financial business, the Board of Directors resolved and the Financial Supervisory Commission approved the application for NT$15 billion in general financial bonds. After deducting the NT$4.05 billion already issued in fiscal year 2024, the Band issued a total of NT$10.95 billion in general financial bonds in fiscal year 2025. The relevant issuance conditions are listed in the table below:
Name of Bank Debentures Issuing Date Maturity Date Tenor (years) Coupon Fixed Rate Amount of Issuance
SCSB 1st Senior Unsecured Financial Debentures Issue in 2025 2025/04/25 2030/04/25 5 1.88% p.a. NT$ 2.10 billion
SCSB 2nd Senior Unsecured Financial Debentures -A Issue in 2025 2025/09/25 2028/09/25 3 1.64% p.a. NT$ 3.50 billion
Debentures -B Issue in 2025 2025/09/25 2030/09/25 5 1.68% p.a. NT$ 4.95 billion
SCSB 3rd Senior Unsecured Financial Debentures Issue in 2025 2025/11/05 2028/11/05 3 1.61% p.a. NT$ 0.4 billion
  1. The Company's Bank Debentures Issued in 2025 Report is attached as pp.20.

The issuance of the Shanghai Commercial & Savings Bank Ltd. debentures in 2025

Name of Bank Debentures SCSB 1st Senior Unsecured Financial Debentures Issue in 2025 SCSB 2nd Senior Unsecured Financial Debentures-A Issue in 2025 Debentures-B Issue in 2025 SCSB 3rd Senior Unsecured Financial Debentures Issue in 2025
BDR date 2023/11/10 The 11th Meeting of the 21st Board of Directors
Issuing date and maturity date (Tenor) 2025/04/25~2030/04/25(5 years) 2025/09/25~2028/09/25(3 years)2025/09/25~2030/09/25(5 years) 2025/11/05~2028/11/05(3 years)
Amount NT$ 2.10 billion NT$ 3.50 billionNT$ 4.95 billion NT$ 0.4 billion
Coupon 1.88% p.a. fixed 1.64% p.a. fixed1.68%p.a. fixed 1.61% p.a. fixed
Use of proceeds To enhance liquidity and support the sustainable finance development of our bank
Repayment Bullet at maturity
Guarantor None
Approval authority Financial Supervisory Commission
Date 2024/11/18
Doc. No. FSC No.1130234788

20


Report No. 6

Proposed by the Board of Directors

Agenda :

The Company will re-elect directors at the 2027 Annual General Shareholders' Meeting, and hereby remind shareholders to pay attention to the relevant provisions of Banking Act

Explanation :

  1. The Company's shareholders' general meeting will re-elect directors in the next year (2027). We hereby remind shareholders to pay attention to the relevant provisions of Banking Act.

The impact of violation of regulations will be the voting rights, administrative fine and she/he is unfit to serve as a responsible person of a bank.

  1. The relevant provisions of the Banking Act are as follows:

(1). Regarding the requirement for the same person or same related party who holds a certain percentage of a bank's outstanding voting shares to file a report or apply for prior approval under Article 25. The term "same person" and "same related party" are defined as pp.23-26.

(2). Where shares are held without filing a report with or obtaining approval from the competent authority in accordance with the provisions of Paragraph 2, 3, or 5 of Article 25, the exceeding shares shall not have voting rights, and the competent authority shall order the holder to dispose of such shares within a prescribed period. Furthermore, pursuant to Paragraph 3, Article 128 of the Banking Act, the competent authority may impose an administrative fine of


not less than NT$2,000,000 but not more than NT$10,000,000. If such a person is subsequently elected to the position of director, supervisor, or other responsible person of a bank, the competent authority will, based on the severity of the circumstances, consider this a "dishonest or improper act" as defined in Subparagraph 12, Article 3 of the "Regulations Governing the Qualification Requirements and Concurrent Serving Restrictions and Matters for Compliance by the Responsible Persons of Banks," which would render the individual ineligible to serve as a responsible person.

  1. The complete content of the Banking Act regarding shareholding by the same person or same related party, and the qualification requirements for bank responsible persons, is attached as pp.23-26.

22


Relevant provisions to the term “same person” and “same related party” of Banking Act

Article/Paragraph Content
Paragraph 2 of Article 25 The same person or same related party who singly, jointly or collectively holds more than five percent (5%) of a bank's outstanding voting shares shall report such fact to the competent authority within ten (10) days from the day of holding; the same applies to each cumulative increase or decrease in the shareholding by more than one percent (1%) thereafter.
Paragraph 3 of Article 25 The same person or same related party who intends to singly, jointly or collectively hold more than ten percent (10%), twenty-five percent (25%) or fifty percent (50%) of a bank's outstanding voting shares shall, respectively, apply for prior approval of the competent authority.
Paragraph 4 of Article 25 A third party who holds shares on behalf of the same person or same related party in trust, by mandate or through contracts, agreements, authorization, or other means shall fall within the purview of the same related party.
Paragraph 5 of Article 25 The same person or same related party who singly, jointly or collectively holds more than five percent (5%) but less than fifteen percent (15%) of a bank's outstanding voting shares prior to the implementation of the amendment to this Act on December 9, 2008 shall report such fact to the competent authority within six (6) months from the implementation date of the said amendment. Those who report to the competent authority within the prescribed period may maintain their shareholding percentage at the time of reporting. However, those whose original shareholding is more than ten percent (10%) shall apply for the prior approval of the competent authority when they intend to increase their shareholding for the

23


Article/Paragraph Content
first time thereafter.
Paragraph 7 of Article 25 Where the same person or same related party who holds a bank’s outstanding voting shares without filing a report with or obtaining approval from the competent authority in accordance with the provisions set forth in Paragraphs 2, 3 or 5 hereof, their exceeding shares shall not have voting rights, and the competent authority shall order them to dispose of the shares within a prescribed period.
Paragraph 8 of Article 25 If the same person or the principal and their spouse and minor children holds more than one percent (1%) of a bank's outstanding voting shares, the principal shall notify the bank thereof.
Article 25-1 The term "same person" as used in the preceding article shall refer to the same natural or juridical person.
The term "same related party" as used in the preceding article shall refer to parties related to the same natural or juridical person. The scopes are as follows:
1. Parties related to the same natural person:
(1) The principal, their spouse and relatives by blood within the second degree of kinship.
(2) An enterprise in which the persons prescribed in the preceding subparagraph collectively hold more than one third (1/3) of its outstanding voting shares or capital.
(3) An enterprise or foundation in which the persons prescribed in Subparagraph (1) act as its chairperson, general manager or the majority of its directors.
2. Parties related to the same juridical person:
(1) The same juridical person, its chairperson and general manager, and the spouse and relatives by blood within second degree of kinship of the chairperson and general manager.
(2) Enterprises in which the same juridical person and natural persons prescribed in the preceding

24


Article/Paragraph Content
subparagraph hold more than one-third (1/3) of their outstanding voting shares or capital or act as their chairperson, general manager or the majority of their directors.
(3) The affiliates of the same juridical person. The term "affiliate" shall be defined by Articles 369-1 through 369-3, 369-9 and 369-11 of the Company Act.
The calculation of a bank’s shares held by the same person or same related party under the preceding two paragraphs shall exclude shares held under the following circumstances
1. Shares acquired by a securities firm during the underwriting period of the securities and disposed of during the period prescribed by the competent authority.
2. Shares acquired by a financial institution due to the assumption of security and four years have not elapsed since the date of acquisition.
3. Shares acquired by inheritance or bequest and two years have not elapsed since the date of inheritance or bequest.
Paragraph 3 of Article 128 Where a bank’s shareholder violates Article 25, Paragraphs 2, 3 or 5 by failing to file a report with the competent authority or obtain the approval to hold the shares, the shareholder shall be fined an administrative fine of not less than two million New Taiwan Dollars (NT$2,000,000) and not more than ten million New Taiwan Dollars (NT$10,000,000).
Subparagraph 1 of Article 131 Any person who commits any of the following acts shall be fined an administrative fine of not less than five hundred thousand New Taiwan Dollars (NT$ 500,000) and not more than ten million New Taiwan Dollars (NT$10,000,000):
Violation of Article 25, Paragraph 8 by failing to give notice.

25


26

Relevant provisions of Regulations Governing Qualification Requirements and Concurrent Serving Restrictions and Matters for Compliance by the Responsible Persons of Banks

Article/Paragraph Content
Subparagraph 12 of Article 3 Factual evidence shows that the person has engaged in, or been involved in, other dishonest or improper activities which indicate that she/he is unfit to serve as a responsible person of a bank.

Acknowledged matters


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(1). Adoption of the 2025 Business Report and Financial Statements


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27

Acceptance No. 1
Proposed by the Board of Directors

Proposal :
Adoption of the 2025 Business Report and Financial Statements

Explanation :
1. The 2025 Standalone and Consolidated Financial Reports of the Company were audited by Wei-Tai Wu, CPA, and Puo-Ju Kuo, CPA, both of PricewaterhouseCoopers Taiwan. These Financial and Business Reports have been approved by the Board and examined by the Audit and Sustainable Committee.
2. For the aforementioned Business Report, please refer to Report No. 1(attached as pp. 4-12), and the Financial Statements are attached as pp.28-49.

Resolution :


28

INDEPENDENT AUDITORS' REPORT TRANSLATED FROM CHINESE

To the Board of Directors and Shareholders of The Shanghai Commercial & Savings Bank, Ltd.

Opinion

We have audited the accompanying balance sheets of The Shanghai Commercial & Savings Bank, Ltd. (the "Bank") as at December 31, 2025 and 2024, and the related statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Bank as at 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 Public Banks and Regulations Governing the Preparation of Financial Reports by Securities Firms.

Basis for opinion

We conducted our audits of the financial statements in accordance with the "Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants", Jin-Guan-Yin-Fa-Zi Letter No.10802731571 and Standards on Auditing of 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 Bank in accordance with the Norm of Professional Ethics for Certified Public Accountant of 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 for our opinion

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended December 31, 2025. These matters were addressed in the context of our audit of the financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

Key audit matter for the Bank’s financial statements of the current period is stated as follows:

Allowance for credit losses of discounts and loans

Description

The core business of the Bank is granting loans, which is significant to the accompanying financial statements for the current period. The impairment assessment of discounts and loans is conducted in accordance with International Financial Reporting Standards 9 (“IFRS 9”) ‘Financial instruments’ and relevant regulations of allowance for credit losses promulgated by competent authorities. Management evaluates the impairment of discounts and loans using the expected credit loss model, with assumptions made based on past events, current market conditions and forward-looking information, to assess whether there is significant increase of credit risk since initial recognition to measure allowance of credit losses. In addition, credit losses for credit-impaired loans are evaluated based on recoverable amounts. Please refer to Notes 4, 5, 14 and 38 of the financial statements for relevant information on impairment of discounts and loans. The evaluation of allowance for credit losses of discounts and loans involves significant judgments such as accounting estimates and management’s assumptions, and shall comply with relevant regulations and interpretations. The measurement results would impact the amount recognized directly. Thus, we have determined the allowance of credit

29


losses of discounts and loans as the key audit matter.

How our audit addressed the matter

We performed the following audit procedures on the key audit matter mentioned above:

  1. Obtained an understanding and performed sample tests of internal controls as well as operation procedures related to management’s evaluation of credit losses;
  2. Sampled and tested the classification of expected credit loss impairment stages.
  3. Sampled and tested whether parameter assumptions adopted in the expected credit loss model including probability of default, loss given default and exposure at default are in accordance with existing policies;
  4. Sampled and tested credit-impaired cases with material amounts which were assessed individually;
  5. Assessed whether the allowance for credit losses of discounts and loans is in compliance with relevant regulations of the competent authorities.

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 Public Banks and Regulations Governing the Preparation of Financial Reports by Securities Firms, 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 Bank’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 Bank 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 Bank’s financial reporting process.

Auditors’ responsibilities for the audit of the financial statements

30


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 Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

  1. 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.

  2. 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 Bank's internal control.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  4. Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a

31


material uncertainty exists related to events or conditions that may cast significant doubt on the Bank'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 Bank to cease to continue as a going concern.

  1. 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.

  2. Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Bank to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

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

32


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.

Puo-Ju Kuo Wei-Tai Wu

For and on behalf of PricewaterhouseCoopers, Taiwan

February 26, 2026

The accompanying financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than Taiwan. The standards, procedures and practices in Taiwan governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than Taiwan. Accordingly, the accompanying financial statements and independent auditors' report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in Taiwan, and their applications in practice.

As the financial statements are the responsibility of the management, PricewaterhouseCoopers, Taiwan cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

33


THE SHANGHAI COMMERCIAL & SAVINGS BANK, LTD.
Balance Sheets
December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)

Codes ASSETS December 31, 2025 December 31, 2024
Amount % Amount %
11000 Cash and cash equivalents $ 14,986,097 1 $ 21,213,339 1
11500 Due from the Central Bank and call loans to banks 109,494,310 7 87,192,232 5
12000 Financial assets measured at fair value through profit or loss 1,787,849 - 2,582,689 -
12100 Financial assets measured at fair value through other comprehensive income 246,386,617 15 250,415,803 16
12200 Investments in debt instruments measured at amortized cost 153,830,215 10 214,376,343 13
12500 Securities purchased under resell agreements 32,181,654 2 8,408,560 1
13000 Receivables, net 10,909,929 1 10,749,984 1
13500 Discounts and loans, net 897,597,329 56 887,519,906 55
15000 Investments under the equity method, net 102,688,504 6 101,293,536 6
15500 Other financial assets, net 5,526 - 1,872 -
18500 Properties, net 15,292,307 1 15,230,318 1
18600 Right-of-use assets, net 707,283 - 757,738 -
19000 Intangible assets, net 318,363 - 323,476 -
19300 Deferred income tax assets 977,920 - 1,343,887 -
19500 Other assets, net 11,082,883 1 9,853,351 1
10000 Total assets $ 1,598,246,786 100 $ 1,611,263,034 100
Codes LIABILITIES AND EQUITY
21000 Deposits from the central bank and other banks $ 11,171,923 1 $ 21,140,910 1
22000 Financial liabilities measured at fair value through profit or loss 4,112,266 - 3,728,563 -
22500 Securities sold under repurchase agreements 7,192,305 - 4,783,153 -
23000 Payables 27,838,008 2 26,257,828 2
23200 Current income tax liabilities 204,842 - 382,599 -
23500 Deposits and remittances 1,263,841,169 79 1,286,587,580 80
24000 Bank debentures 54,370,000 3 48,220,000 3
25500 Other financial liabilities 11,796,602 1 8,626,096 1
25600 Provisions 1,764,534 - 1,661,634 -
26000 Lease liabilities 716,114 - 769,855 -
29300 Deferred income tax liabilities 8,933,309 1 9,711,633 1
29500 Other liabilities 1,387,091 - 1,464,520 -
20000 Total liabilities 1,393,328,163 87 1,413,334,371 88
Equity
Share capital
31101 Ordinary shares 48,616,031 3 48,616,031 3
31500 Capital surplus 27,867,109 2 27,705,927 2
Retained earnings
32001 Legal reserve 68,680,295 4 64,476,033 4
32003 Special reserve 7,669,374 - 7,669,374 1
32005 Unappropriated earnings 39,968,320 3 39,833,861 2
32000 Total retained earnings 116,317,989 7 111,979,268 7
32500 Other equity 12,200,638 1 9,710,581 -
32600 Treasury shares (83,144) - (83,144) -
30000 Total equity 204,918,623 13 197,928,663 12
Total liabilities and equity $ 1,598,246,786 100 $ 1,611,263,034 100

THE SHANGHAI COMMERCIAL & SAVINGS BANK, LTD.

Statements of Comprehensive Income

For the Year ended December 31, 2025 and 2024

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

Codes For the Year Ended December 31 Change
2025 2024
Amount % Amount % %
41000 Interest income $ 38,138,857 135 $ 40,419,486 147 ( 6 )
51000 Interest expenses ( 20,509,128 ) ( 73 ) ( 21,389,849 ) ( 78 ) ( 4 )
49010 Net interest income 17,629,729 62 19,029,637 69 ( 7 )
Non-interest income
49100 Service fee income, net 4,826,304 17 4,362,671 16 11
49200 Gain (loss) on financial assets and liabilities measured at fair value through profit or loss 495,061 2 ( 2,956,671 ) ( 11 ) ( 117 )
49310 Realized gain on financial assets measured at fair value through other comprehensive income 2,838,088 10 2,751,005 10 3
49450 Gain on financial assets measured at amortized cost 68,116 - 79,286 - ( 14 )
49600 Foreign exchange gain, net 55,195 - 2,744,974 10 ( 98 )
49700 Impairment gain on assets ( 12,046 ) - 54,605 - ( 78 )
49750 Proportionate share of profit of associates under the equity method 2,358,914 9 1,401,187 5 68
49800 Other non-interest income, net 140 - 90,530 1 ( 100 )
49020 Total non-interest income 10,629,772 38 8,418,377 31 26
4xxxx Net revenue 28,259,501 100 27,448,014 100 3
58200 Provisions for bad-debt expense, commitment and guarantee liability ( 1,804,172 ) ( 7 ) ( 2,605,898 ) ( 9 ) ( 31 )
Operating expenses
58500 Employee benefits ( 5,714,037 ) ( 20 ) ( 5,450,807 ) ( 20 ) 5
59000 Depreciation and amortization ( 935,509 ) ( 3 ) 879,500 ( 3 ) 6
59500 Other general and administrative ( 3,336,064 ) ( 12 ) ( 3,501,713 ) ( 13 ) ( 5 )
58400 Total operating expenses ( 9,985,610 ) ( 35 ) ( 9,832,020 ) ( 36 ) 2
61001 Profit before income tax 16,469,719 58 15,010,096 55 10
61003 Income tax expense ( 1,642,065 ) ( 6 ) ( 1,531,613 ) ( 6 ) 7
64000 Net income $ 14,827,654 52 $ 13,478,483 49 10
Other comprehensive income (loss)
Items that will not be reclassified subsequently to profit or loss:
65201 Remeasurement of defined benefit plans ( 54,528 ) - ( 4,711 ) - 1057
65204 (Loss) gain on investments in equity instruments measured at fair value through other comprehensive income ( 1,649,723 ) ( 6 ) 694,848 2 ( 337 )
65205 Financial liabilities designated at FVTPL which the amount of change derived from credit risk 278 - 3,132 - ( 91 )
65207 Proportionate share of other comprehensive income of associates under the equity method 1,568,452 6 3,199,184 12 ( 51 )
65220 Income tax relating to items that will not be reclassified subsequently to profit or loss ( 53,889 ) - ( 13,955 ) - 286
65200 Subtotal of items that will not be reclassified subsequently to profit or loss ( 189,410 ) - 3,878,498 14 ( 105 )
Items that may be reclassified subsequently to profit or loss:
65301 Exchange differences on translating foreign operations ( 4,496,897 ) ( 16 ) 6,409,246 23 ( 170 )
65307 Share of the other comprehensive income of associates accounted for using the equity method 1,622,485 6 1,311,365 5 24
65309 Gain (loss) on debt instruments measured at fair value through other comprehensive income 3,607,231 13 ( 684,983 ) ( 2 ) ( 627 )
65310 Loss allowance for debt instruments measured at fair value through other comprehensive income 13,406 - ( 39,121 ) - ( 134 )
65320 Income tax relating to items that may be reclassified subsequently to profit or loss 195,195 - ( 1,148,465 ) ( 4 ) ( 117 )
65300 Subtotal of items that may be reclassified subsequently to profit or loss 941,420 3 5,848,042 22 ( 84 )
65000 Other comprehensive income for the period, net of income tax 752,010 3 9,726,540 36 ( 92 )
66000 Total comprehensive income for the period $ 15,579,664 55 $ 23,205,023 85 ( 33 )
Earnings per share
67500 Basic $ 3.06 $ 2.78
67700 Diluted $ 3.06 $ 2.78

THE SHANGHAI COMMERCIAL & SAVINGS BANK, LTD.
Statements of Changes in Equity
For the Year ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)

Codes Share Capital Retained Earnings Other Equity
Ordinary Shares Capital Surplus Legal Reserve Special Reserve Unappropriated Earnings
A1 Balance on January 1, 2024 $ 48,616,031 $ 27,548,445 $ 64,476,033
D1 Net profit for the year ended December 31, 2024 - - -
D3 Other comprehensive income (loss) for the year ended December 31, 2024, net of income tax - - -
D5 Total comprehensive income (loss) for the year ended December 31, 2024 - - -
Appropriation of 2023 earnings
B3 Special reserve - - -
B5 Cash dividends - - -
C7 Changes in capital surplus from investments in associates under the equity method - 9,480 -
C17 Dividends not yet collected - 148,002 -
Q1 Disposal of equity instruments at fair value through other comprehensive income - - -
Z1 Balance on December 31, 2024 $ 48,616,031 $ 27,705,927 $ 64,476,033
A1 Balance on January 1, 2025 $ 48,616,031 $ 27,705,927 $ 64,476,033
D1 Net profit for the year ended December 31, 2025 - - -
D3 Other comprehensive income (loss) for the year ended December 31, 2025, net of income tax - - -
D5 Total comprehensive income (loss) for the year ended December 31, 2025 - - -
Appropriation of 2024 earnings
B1 Legal reserve - - 4,204,262
B5 Cash dividends - - -
C7 Changes in capital surplus from investments in associates under the equity method - 9,480 -
C17 Dividends not yet collected - 151,702 -
Q1 Disposal of equity instruments at fair value through other comprehensive income - - -
Z1 Balance on December 31, 2025 $ 48,616,031 $ 27,867,109 $ 68,680,295

36


THE SHANGHAI COMMERCIAL & SAVINGS BANK, LTD.
Statements of Cash Flows
For the Year ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)

Codes For the Year Ended December 31
2025 2024
Cash flows from operating activities
A00010 Net profit before income tax $ 16,469,719 $ 15,010,096
A20010 Adjustments to reconcile net profit to net cash provided by operating activities
A20100 Depreciation expenses 707,583 616,679
A20200 Amortization expenses 227,926 262,821
A20300 Provisions for bad debt expense, commitment and guarantee liability 1,804,172 2,605,898
A20400 (Gain) loss on financial assets and liabilities at fair value through profit or loss (458,130) 745,607
A20900 Interest expenses 20,509,128 21,389,849
A21200 Interest revenue (38,138,857) (40,419,486)
A21300 Dividend income (2,683,201) (2,414,488)
A21800 Provision for reconciliation compensation reserves - 140,771
A22300 Proportionate share of profit of subsidiaries (2,358,914) (1,401,187)
A22500 Loss (gain) on disposal of properties and equipment, net 98,081 (119,952)
A23500 Loss (gain) on financial asset impairment 12,046 (44,240)
A23700 Impairment (reversal) on non-financial assets - 98,845
A29900 Others 273,557 (247,221)
A40000 Changes in operating assets and liabilities
A41110 Due from the central bank and call loans to banks (8,331,457) (15,993,619)
A41120 Financial assets measured at fair value through profit or loss 1,120,094 (2,936,060)
A41123 Financial assets measured at fair value through other comprehensive income 6,027,890 (20,140,838)
A41125 Investment in debt instruments measured at amortized cost 60,549,491 22,872,038
A41150 Receivables (181,015) (109,182)
A41160 Discounts and loans (11,873,143) (24,244,775)
A41190 Other financial assets (3,710) 1,660
A41990 Other assets (1,301,438) 3,619,954
A42110 Deposits from the central bank and other banks (9,968,987) 6,914,704
A42120 Financial liabilities at fair value through profit or loss 516,857 703,154
A42140 Securities sold under repurchase agreements 2,409,152 4,191,864
A42150 Payables 1,588,221 (1,315,086)
A42160 Deposits and remittances (22,746,411) 12,025,886
A42170 Other financial liabilities 3,170,506 2,066,823
A42180 Employee benefit provisions 64,024 177,320
A42990 Other liabilities (77,557) 35,186
A33000 Cash from (used in) operations 17,425,627 (15,906,979)
A33100 Interest received 37,946,363 40,236,930
A33200 Dividends received 2,685,201 2,478,597
A33300 Interest paid (20,354,895) (21,075,785)
A33500 Income tax paid (1,980,702) (2,579,949)
AAAAA Net cash from (used in) operating activities 35,721,594 3,152,814

(Continued)

37


(Concluded)

THE SHANGHAI COMMERCIAL & SAVINGS BANK, LTD.

Statements of Cash Flows

For the Year ended December 31, 2025 and 2024

(Expressed in Thousands of New Taiwan Dollars)

Codes For the Year Ended December 31
2025 2024
Cash flows from investing activities
B02700 Acquisition of properties $ (543,700) $ (1,249,459)
B02800 Proceeds from disposal of properties - 168,204
B04500 Acquisition of intangible assets (219,552) (123,978)
BBBB Net cash from (used in) investing activities (763,252) (1,205,233)
Cash flows from financing activities
C01400 Proceeds from issuance of bank debentures 10,950,000 6,550,000
C01500 Payments for bank debentures (4,800,000) (16,400,000)
C04020 Payments for principal portion of lease liabilities (336,407) (318,136)
C04500 Cash dividends (8,750,886) (8,750,886)
CCCC Net cash from (used in) financing activities (2,937,293) (18,919,022)
DDDD Effects of exchange rate changes on the balance of cash held in foreign currencies (504,576) 431,043
EEEE Net increase in cash and cash equivalents 31,516,473 (16,540,398)
E00100 Cash and cash equivalents at the beginning of the period 66,991,693 83,532,091
E00200 Cash and cash equivalents at the end of the period $ 98,508,166 $ 66,991,693
Composition of cash and cash equivalents
E00210 Cash and cash equivalents in balance sheets $ 14,986,097 $ 21,213,339
E00220 Due from the Central Bank and call loans to banks which fall within the definition of cash and cash equivalents under IAS 7 51,340,415 37,369,794
E00230 Securities purchased under resale agreements which fall within the definition of cash and cash equivalents under IAS 7 32,181,654 8,408,560
E00200 Cash and cash equivalents in statements of cash flows $ 98,508,166 $ 66,991,693

38


39

INDEPENDENT AUDITORS' REPORT TRANSLATED FROM CHINESE

To the Board of Directors and Shareholders of The Shanghai Commercial & Savings Bank, Ltd.

Opinion

We have audited the accompanying consolidated balance sheets of The Shanghai Commercial & Savings Bank, Ltd. (the "Bank") and its subsidiaries (collectively referred to as the "Group") as at December 31, 2025 and 2024, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Public Banks and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission.

Basis for opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants, Jin-Guan-Yin-Fa-Zi Letter No.10802731571 and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the consolidated financial statements section of our report. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


40

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2025. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

Key audit matter for the Group’s 2025 consolidated financial statements is stated as follows:

Allowance for credit losses of discounts and loans

Description

The core business of the Group is granting loans, which is significant to the accompanying consolidated financial statements for the current period. The impairment assessment of discounts and loans is conducted in accordance with International Financial Reporting Standards 9 (“IFRS 9”) ‘Financial instruments’ and relevant regulations of allowances for credit losses promulgated by competent authorities. Management evaluates the impairment of discounts and loans using the expected credit loss model, with assumptions made based on past events, current market conditions and forward-looking information, to assess whether there is significant increase of credit risk since initial recognition to measure allowance of credit losses. In addition, credit losses for credit-impaired loans are evaluated based on recoverable amounts. Please refer to Notes 4, 5, 14 and 40 of the consolidated financial statements for relevant information on impairment of discounts and loans. The evaluation of allowance for credit losses of discounts and loans involves significant judgments such as accounting estimates and management’s assumptions, and shall comply with relevant regulations and interpretations. The measurement results would impact the amount recognized directly. Thus, we have determined the allowance of credit losses of discounts and loans as the key audit matter.

How our audit addressed the matter


We performed the following audit procedures on the key audit matter mentioned above:

  1. Obtained an understanding and performed sample tests of internal controls as well as operation procedures related to management's evaluation of credit losses;
  2. Sampled and tested the classification of expected credit loss impairment stages.
  3. Sampled and tested whether parameter assumptions adopted in the expected credit loss model including probability of default, loss given default and exposure at default are in accordance with existing policies;
  4. Sampled and tested credit-impaired cases with material amounts which were assessed individually;
  5. Assessed whether the allowance for credit losses of discounts and loans is in compliance with relevant regulations of the competent authorities.

Other matter – Parent company only financial report

We have audited and expressed an unmodified opinion on the parent company only financial statements of the Bank as at and for the years ended December 31, 2025 and 2024.

Responsibilities of management and those charged with governance for the consolidated financial statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Public Banks and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible

41


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

Those charged with governance, including the audit committee, are responsible for overseeing the Group's financial reporting process.

Auditors' responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an 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 consolidated financial statements.

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

  1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
  3. Evaluate the appropriateness of accounting policies used and the

42


reasonableness of accounting estimates and related disclosures made by management.

  1. Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Group to cease to continue as a going concern.

  2. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  3. Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

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

43


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

Puo-Ju Kuo Wei-Tai Wu

For and on behalf of PricewaterhouseCoopers, Taiwan

February 26, 2026

The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and independent auditors' report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

As the consolidated financial statements are the responsibility of the management, PricewaterhouseCoopers, Taiwan cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

44


THE SHANGHAI COMMERCIAL & SAVINGS BANK, LTD. AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)

Codes ASSETS December 31, 2025 December 31, 2024
Amount % Amount %
11000 Cash and cash equivalents $ 28,603,224 1 $ 38,522,816 2
11500 Due from the Central Bank and call loans to banks 418,484,106 17 432,246,360 17
12000 Financial assets measured at fair value through profit or loss 4,432,307 - 5,569,510 -
12100 Financial assets measured at fair value through other comprehensive income 521,796,038 22 475,245,104 19
12200 Investments in debt instruments measured at amortized cost 172,989,283 7 235,146,758 10
12500 Securities purchased under resell agreements 32,181,654 1 8,408,560 -
13000 Receivables, net 23,212,672 1 24,748,669 1
13200 Current income tax assets 1,073,339 - 185,113 -
13300 Assets held for sale, net - - 1,039,030 -
13500 Discounts and loans, net 1,185,067,076 49 1,221,016,517 49
15000 Investments under the equity method, net 1,645,086 - 1,559,287 -
15500 Other financial assets, net 5,526 - 1,872 -
18500 Properties, net 23,683,061 1 24,190,840 1
18600 Right-of-use assets, net 1,483,560 - 1,854,237 -
18700 Investment properties, net 5,322,131 - 7,978,542 -
19000 Intangible assets, net 2,084,443 - 2,194,494 -
19300 Deferred income tax assets 6,245,843 - 4,936,259 -
19500 Other assets, net 12,335,957 1 11,218,943 1
10000 Total assets $ 2,440,645,306 100 $ 2,496,062,911 100
Codes LIABILITIES AND EQUITY
21000 Deposits from the central bank and other banks $ 34,339,600 2 $ 44,597,026 2
22000 Financial liabilities measured at fair value through profit or loss 6,132,148 - 5,825,908 -
22500 Securities sold under repurchase agreements 7,192,305 - 4,783,153 -
23000 Payables 36,633,175 2 36,432,169 2
23200 Current income tax liabilities 727,921 - 956,186 -
23500 Deposits and remittances 1,982,543,567 81 2,046,220,040 82
24000 Bank debentures 65,275,649 3 59,591,987 2
25500 Other financial liabilities 13,866,786 1 9,981,110 1
25600 Provisions 3,451,936 - 3,242,924 -
26000 Lease liabilities 1,508,848 - 1,878,459 -
29300 Deferred income tax liabilities 9,714,811 - 9,973,427 -
29500 Other liabilities 3,927,586 - 5,695,512 -
20000 Total liabilities 2,165,314,332 89 2,229,177,901 89
Equity
Equity attributable to owners of the Bank
Share capital
31101 Ordinary shares 48,616,031 2 48,616,031 2
31500 Capital surplus 27,867,109 1 27,705,927 1
Retained earnings
32001 Legal reserve 68,680,295 3 64,476,033 3
32003 Special reserve 7,669,374 - 7,669,374 -
32005 Unappropriated earnings 39,968,320 2 39,833,861 2
Total retained earnings 116,317,989 5 111,979,268 5
32500 Other equity 12,200,638 - 9,710,581 -
32600 Treasury shares (83,144) - (83,144) -
Total equity attributable to owners of the Bank 204,918,623 - 197,928,663 -
38000 Non-controlling interests 70,412,351 3 68,956,347 3
30000 Total equity 275,330,974 11 266,885,010 11
Total liabilities and equity $ 2,440,645,306 100 $ 2,496,062,911 100

45


46

THE SHANGHAI COMMERCIAL & SAVINGS BANK, LTD. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

For the Year Ended December 31, 2025 and 2024

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

Codes For the Year Ended December 31 Change
2025 2024
Amount % Amount % %
41000 Interest income $ 75,625,192 142 $ 85,500,720 166 (12)
51000 Interest expenses (38,826,851) (73) (46,794,868) (91) (17)
49010 Net interest income 36,798,341 69 38,705,852 75 (5)
Non-interest income
49100 Service fee income, net 8,158,776 15 6,791,281 13 20
49200 Gain (Loss) on financial assets and liabilities measured at fair value through profit or loss 742,338 1 (2,699,718) (5) (127)
49310 Realized gain on financial assets measured at fair value through other comprehensive income 3,575,907 7 4,194,242 8 (15)
49410 Gain on financial assets measured at amortized cost 68,116 - 79,286 - (14)
49600 Foreign exchange gain, net 1,618,176 3 3,723,482 7 (57)
49700 Impairment loss on assets (10,563) - (70,411) - (85)
49750 Proportionate share of profit of associates under the equity method 283,974 1 322,213 1 (12)
49800 Other non-interest income, net 669,469 1 357,748 1 87
49815 Gain on investment properties 1,399,796 3 - - -
Total non-interest income 16,505,989 31 12,698,123 25 30
4xxxx Consolidated net revenue 53,304,330 100 51,403,975 100 4
58200 Provisions for bad-debt expense, commitment and guarantee liability (14,128,485) (26) (15,177,363) (29) (7)
Operating expenses
58500 Employee benefits (12,339,779) (23) (11,549,980) (23) 7
59000 Depreciation and amortization (1,998,437) (4) (1,947,125) (4) 3
59500 Other general and administrative (6,319,587) (12) (5,801,8496) (11) 9
58400 Total operating expenses (20,657,803) (39) (19,298,954) (38) 7
61001 Profit before income tax 18,518,042 35 16,927,658 33 9
61003 Income tax expense (1,598,482) (3) (2,488,350) (5) (36)
64000 Consolidated net income $ 16,919,560 32 $ 14,439,308 28 17
Other comprehensive income (loss)
Items that will not be reclassified subsequently to profit or loss:
65201 Defined benefit plan remeasurements $ (45,482) - $ (18,562) - 145
65203 Loss on hedging instruments (57,302) - - - -
65204 Gain on investments in equity instruments measured at fair value through other comprehensive income 1,042,903 2 6,170,929 12 (83)
65205 Financial liabilities designated at FVTPL which the amount of change derived from credit risk 278 - 3,132 - (91)
65207 Proportionate share of other comprehensive income of associates under the equity method 5,829 - 38,746 - (85)
65220 Income tax relating to items that will not be reclassified subsequently to profit or loss (71,112) - 16,432 - (533)
Items that may be reclassified subsequently to profit or loss:
65301 Exchange differences on translating foreign operations (7,657,628) (15) 11,268,972 22 (168)
65306 Share of the other comprehensive income of associates accounted for using the equity method - - 157,191 - (100)
65309 Gain on debt instruments measured at fair value through other comprehensive income 6,912,480 13 1,452,624 3 376
65310 (Gain) loss allowance for debt instruments measured at fair value through other comprehensive income 10,135 - (19,737) - (151)
65320 Income tax relating to items that may be reclassified subsequently to profit or loss (21,609) - (1,625,035) (3) (96)
65000 Other comprehensive income for the period, net of income tax $ 118,492 - $ 17,444,692 34 (99)
66000 Total comprehensive income for the period $ 17,038,052 32 $ 31,884,000 62 (47)
Net profit attributable to:
67101 Owners of the Bank $ 14,827,654 28 $ 13,478,483 26 10
67111 Non-controlling interests 2,091,906 4 960,825 2 118
67100 Total comprehensive income attributable to: $ 16,919,560 32 $ 14,439,308 28 17
67301 Owners of the Bank $ 15,579,664 29 $ 23,205,023 45 (33)
67311 Non-controlling interests 1,458,388 3 8,678,977 17 (83)
67300 Earnings per share $ 17,038,052 32 $ 31,884,000 62 (47)
67500 Basic $3.06 $2.78
67700 Diluted $3.06 $2.78

(Expressed in Thousands of New Taiwan Dollars)

THE SHANGHAI COMMERCIAL & SAVINGS BANK, LTD. AND SUBSIDIARIES
Consolidated Statements of Changes in Equity
For the Year Ended December 31, 2025 and 2024

Odo Equity Attributable to Owners of the Bank
Share Capital Retained Earnings Other Equity Treasury Shares Total Equity Attributable to Owners of the Bank Non-controlling Interests Total Equity
Ordinary Shares Capital Surplus Legal Reserve Special Reserve Unappropriated Earnings Exchange Differences on Translating Foreign Operations Change in Financial Assets at FVTOCI Loss on Hedging Instruments Change in Credit Risk From Financial Liabilities Designated at FVIPL
A1 Balance on January 1, 2024 $ 48,616,031 $ 27,548,445 $ 64,476,033 $ 13,252,879 $ 28,987,035 $ (421,695) $ 945,607 $ - $ (4,147) $ (83,144) $183,317,044 $ 60,279,352 $ 243,596,396
D1 Net profit for the year ended December 31, 2024 - - - - 13,478,483 - - - - - 13,478,483 960,825 14,439,308
D3 Other comprehensive income (loss) for the year ended December 31, 2024, net of income tax - - - - (18,241) 5,392,604 4,349,045 - 3,132 - 9,726,540 7,718,152 17,444,692
D5 Total comprehensive income (loss) for the year ended December 31, 2024 - - - - 13,460,242 5,392,604 4,349,045 - 3,132 - 23,205,023 8,678,977 31,884,000
Appropriation of 2023 earnings
B3 Special reserve - - - (5,583,505) 5,583,505 - - - - - - - -
B5 Cash dividends - - - - (8,750,886) - - - - - (8,750,886) - (8,750,886)
C7 Changes in capital surplus from investments in associates under the equity method - 9,480 - - - - - - - - 9,480 - 9,480
C17 Unclaimed dividends - 148,002 - - - - - - - - 148,002 - 148,002
Q1 Disposal of equity instruments at fair value through other comprehensive income - - - - 553,965 - (553,965) - - - - - -
O1 Changes in non-controlling interests - - - - - - - - - - - (1,982) (1,982)
Z1 Balance on December 31, 2024 $ 48,616,031 $27,705,927 $64,476,033 $ 7,669,374 $39,833,861 $ 4,970,909 $ 4,740,687 $ - $ (1,015) $ (83,144) $197,928,663 $68,956,347 $ 266,885,010
A1 Balance on January 1, 2025 $ 48,616,031 $27,705,927 $64,476,033 $ 7,669,374 $39,833,861 $ 4,970,909 $ 4,740,687 $ - $ (1,015) $ (83,144) $197,928,663 $68,956,347 $ 266,885,010
D1 Net profit for the year ended December 31, 2025 - - - - 14,827,654 - - - - - 14,827,654 2,091,906 16,919,560
D3 Other comprehensive income (loss) for the year ended December 31, 2025, net of income tax - - - - (34,951) (3,666,783) 4,486,342 (32,876) 278 - 752,010 (633,518) 118,492
D5 Total comprehensive income (loss) for the year ended December 31, 2025 - - - - 14,792,703 (3,666,783) 4,486,342 (32,876) 278 - 15,579,664 1,458,388 17,038,052
Appropriation of 2024 earnings
B1 Legal reserve - - 4,204,262 - (4,204,262) - - - - - - - -
B5 Cash dividends - - - - (8,750,886) - - - - - (8,750,886) - (8,750,886)
C7 Changes in capital surplus from investments in associates under the equity method - 9,480 - - - - - - - - 9,480 - 9,480
C17 Unclaimed dividends - 151,702 - - - - - - - - 151,702 - 151,702
Q1 Disposal of equity instruments at fair value through other comprehensive income - - - - (1,703,096) - 1,703,096 - - - - - -
O1 Changes in non-controlling interests - - - - - - - - - - - (2,384) (2,384)
Z1 Balance on December 31, 2025 $ 48,616,031 $27,867,109 $68,680,295 $ 7,669,374 $39,968,320 $ 1,304,126 $ 10,930,125 $ (32,876) $ (737) $ (83,144) $204,918,623 $70,412,351 $275,330,974

48

THE SHANGHAI COMMERCIAL & SAVINGS BANK, LTD. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

For the Year Ended December 31, 2025 and 2024

(Expressed in Thousands of New Taiwan Dollars)

Codes For the Year Ended December 31
2025 2024
Cash flows from operating activities
A00010 Consolidated net profit before income tax $ 18,518,042 $ 16,927,658
A20010 Adjustments to reconcile net profit to net cash provided by operating activities
A20100 Depreciation expenses 1,634,071 1,591,901
A20200 Amortization expenses 364,366 355,224
A20300 Provisions for bad debt expense, commitment and guarantee liability 14,128,485 15,177,363
A20400 Financial assets and liabilities measured at fair value through profit or loss (450,948) 769,637
A20900 Interest expenses 38,826,851 46,794,868
A21200 Interest revenue (75,625,192) (85,500,720)
A21300 Dividend income (3,701,484) (3,812,816)
A22300 Proportionate share of profit of associates (283,974) (322,213)
A22500 Loss (gain) on disposal of properties and equipment, net 96,495 (116,841)
A22700 (Gain) on disposal of investment properties, net (1,399,796) -
A23000 (Gain) on disposal of assets for sale, net (194,562) -
A23600 Impairment of financial assets 10,563 (28,434)
A29900 Others 590,984 143,241
A40000 Changes in operating assets and liabilities
A41110 Due from the central bank and call loans to banks (44,790,608) (14,083,494)
A41120 Financial assets measured at fair value through profit or loss 1,320,702 1,363,106
A41123 Financial assets measured at fair value through other comprehensive income (45,891,513) (64,989,429)
A41125 Investment in debt instruments measured at amortized cost 61,593,207 35,919,195
A41150 Receivables (621,479) (2,646,238)
A41160 Discounts and loans 12,091,715 16,286,202
A41190 Other financial assets (4,090) 1,873
A41990 Other assets (1,464,863) 3,616,232
A42110 Deposits from the central bank and other banks (9,929,882) 2,759,258
A42120 Financial liabilities at fair value through profit or loss 532,384 (316,221)
A42140 Securities sold under repurchase agreements 2,409,152 4,191,864
A42150 Payables 2,170,456 (1,441,142)
A42160 Deposits and remittances (34,789,649) 13,631,690
A42170 Other financial liabilities 3,885,675 2,440,956
A42180 Employee benefit provisions 178,167 255,950
A42990 Other liabilities 120,630 345,652
A33000 Cash from (used in) operations (60,676,095) (10,685,678)
A33100 Interest received 72,649,916 84,085,952
A33200 Dividends received 3,701,484 3,885,138
A33300 Interest paid (40,224,881) (47,532,079)
A33500 Income tax paid (4,600,428) (6,227,570)
AAAA Net cash from (used in) operating activities (29,150,004) 23,525,763
(Continued)

(Concluded)

THE SHANGHAI COMMERCIAL & SAVINGS BANK, LTD. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

For the Year Ended December 31, 2025 and 2024

(Expressed in Thousands of New Taiwan Dollars)

Codes For the Year Ended December 31
2025 2024
Cash flows from investing activities
B02600 Disposal of assets for sale $ 1,178,271 $ -
B02700 Acquisition of properties (847,457) (1,400,173)
B02800 Proceeds from disposal of properties 3,850 169,282
B04500 Acquisition of intangible assets (329,599) (344,920)
B05400 Acquisition of investment properties (656,243) (198,691)
B05500 disposal of investment properties 4,505,929 -
B09900 Other financial investments - 1,861,951
BBBB Net cash used in investing activities 3,854,751 87,449
Cash flows from financing activities
C01400 Issuance of bank debentures 10,950,000 6,550,000
C01500 Payments for bank debentures (4,800,000) (25,847,079)
C04020 Cash dividend (881,701) (892,958)
C04500 Cash capital increase (8,741,406) (8,741,406)
C05800 Changes in non-controlling interests (2,384) (1,982)
CCCC Net cash from (used in) financing activities (3,475,491) (28,933,425)
DDDD Effects of exchange rate changes on the balance of cash held in foreign currencies (13,606,823) 18,328,238
EEEE Net increase (decrease) in cash and cash equivalents (42,377,567) 13,008,025
E00100 Cash and cash equivalents at the beginning of the period 369,412,598 356,404,573
E00200 Cash and cash equivalents at the end of the period $ 327,035,031 $ 369,412,598
Composition of cash and cash equivalents
E00210 Cash and cash equivalents in consolidated balance sheets $ 28,603,224 $ 38,522,816
E00220 Due from the Central Bank and call loans to banks which fall within the definition of cash and cash equivalents under IAS 7 266,250,153 322,481,222
E00230 Securities purchased under resale agreements which fall within the definition of cash and cash equivalents under IAS 7 32,181,654 8,408,560
E00200 Cash and cash equivalents in consolidated statements of cash flows $ 327,035,031 $ 369,412,598

(Concluded)

49


50


(2). Adoption of the Proposal for Distribution of 2025 Profits


.


Acceptance No. 2

Proposed by the Board of Directors

Proposal :

Adoption of the Proposal for Distribution of 2025 Profits

Explanation :

  1. Pursuant to Article 228 Paragraph 1 of the Company Act, Article 50 Paragraph 1 of the Banking Act of the Republic of China, and Article 37 of the Articles of Incorporation.

  2. The Net Profit after Income Tax in 2025 is NT$14,827,653,714. After deducting the loss of NT$ 1,703,095,584 on disposal of Equity Instruments Measured at Fair Value through Other Comprehensive Income, and deducting the actuarial loss of NT$ 34,951,344 on remeasurement of Defined Benefit Plans, the Net Profit after Income Tax including the other items is NT$13,089,606,786.

  3. Pursuant to the Article 50 Paragraph 1 of the Banking Act of the Republic of China, after setting 30% legal reserve of NT$3,926,882,036, and plusing the beginning unappropriated retained earnings of NT$26,878,713,334, the retained earnings available for distribution for this period amounted to NT$36,041,438,084. It is planned to distribute cash dividend of NT$1.80 per common share with the total amount of NT$8,750,885,652. The distribution of stock dividends from capital surplus will be separately proposed for discussion. (For the Earnings Distribution Plan for 2025, please refer to page 53-54 for details)


  1. It is planned to give priority to handle all kinds of distributions with earnings in 2025. The cash dividends are distributed pro rata and are rounded down to the nearest whole number. The fractional balance of dividends less than NT$1 will be summed up and recognized as other income of the Company.

  2. When the Annual General Meeting resolves, the Board of Directors will be authorized to set the record date.

  3. If, subsequently due to capital increase or decrease, buying back (selling) the shares of the Company, etc., the number of shares outstanding on the record date are affected, and the common share dividend payout ratio is changed therefore, the Board of Directors will be authorized to handle matters regarding the change of payout ratio.

  4. It is also proposed to authorize the Board of Directors to revise the distribution plan due to changes of law and regulations, market conditions, environmental or receiving instructions from government authorities.

Resolution :

52


THE SHANGHAI COMMERCIAL & SAVINGS BANK, LTD.

2025 Earnings Distribution Plan

Units: NT$
Items Total
Beginning Unappropriated Retained Earnings $26,878,713,334
Net Income for the period 14,827,653,714
Less: Loss on disposal of equity instruments measured at fair value through other comprehensive income (1,703,095,584)
Less: Remeasurements of defined benefit plans (34,951,344)
Net income for the period after adjusting items should be included in the unappropriated retained earnings 13,089,606,786
Reserves:
Less: Legal reserve (30%) (3,926,882,036)
Retained earnings available for distribution for this period $36,041,438,084
Distribution item:
Cash dividends to common share holders ($1.80 per share) (8,750,885,652)
Unappropriated Retained Earnings $27,290,552,432

Note:

  1. It is planned to give priority to handle all kinds of distributions with earnings in 2025.
  2. The cash dividends are distributed pro rata and are rounded down to the nearest whole number. The fractional balance of dividends less than NT$1 will be summed up and recognized as other income of the Company.
  3. According to Article 50 Paragraph 1 of the Banking Act, "A bank, before distributing its after-tax profits, shall set aside thirty percent (30%) of them as a legal reserve. Before the amount accumulated reaches that of the bank's paid-in capital, the maximum profit distribution in cash shall not exceed fifteen percent (15%) of the bank's paid-in capital.", and Article 50 Paragraph 2, "Where the amount of a bank's legal reserve reaches that of a bank's paid-in capital or the bank is sound in finance and business and has set aside legal reserve in compliance with the Company Act, the restrictions prescribed in the preceding paragraph shall not apply.", the Company's accumulated legal reserve NT$68,680,294,751 exceeds the Company's paid-in capital NT$48,616,031,400 for the year ended December 31, 2025. Therefore, Article 50 Paragraph 1 of the Banking Act on the restrictions of earnings distribution shall not apply.
  4. Information Disclosure according to requirements of Banking Bureau:

(1). The legal reserve reaches 149% of the Company's paid-in capital, and exceeds 75% in regulations of the Banking Bureau, FSC.
(2). After deducting cash dividend distributed, the capital adequacy ratio in the latest audited financial statement exceeds 12.5% and the capital adequacy ratio of Tier I exceeds 10.5%, of which the capital adequacy ratio have been audited.
(3). There is no insufficiency or misrepresentation in allowances (including provision for guarantee liabilities), overdue loans or provision for loss on non-credit assets as examined in the latest financial examination or competent authority.
(4). Punishments by the regulatory authority in the last year before the earnings distribution approved by the board of directors:

The company was penalized by the FSC on December 31, 2025.

The topic of the punishment is as follows: Following embezzlement by the former employees, the misconduct management measures of the company were found to be in violation of Article 45-1 Paragraph 1 of the Banking Act and Article 3 Paragraph 1, Article 8 Paragraph 1 and Article


8 Paragraph 3 of the "Implementation Rules of Internal Audit and Internal Control System of Financial Holding Companies and Banking Industries". The Company was imposed a penalty of NT$12 million in accordance with Article 129 Subparagraph 7 of the Banking Act.

(5). The last month before the date of which the earnings distribution approved by the board of directors, the Company's NPL ratio is 0.55%, which is over the average of Domestic Banks 0.15% but not higher than 1.5% in regulations of the Banking Bureau, FSC. The Company's coverage ratio is 242.17%, which is lower than the average of Domestic Banks 917.43% but higher than 80% in regulations of the Banking Bureau, FSC.

(6). The cash dividend NT$8,750,885,652 reaches 18% of the Company's paid-in capital NT$48,616,031,400, and exceeds 15% in regulations of the Banking Bureau, FSC.

(7). The earnings distribution for cash dividends is distributed neither from the legal reserve nor the Company's capital reserve.

(8). The directors' and employees' compensation for 2025 approved by 2026.03.19 the board of directors are NT$45,500,000 and NT$80,000,000, respectively.

Chairman: LEE, CHING-YEN

President: KUO, CHING-YI

Chief Accountant: WU, TSUNG-TAI


Matters for Discussion


.


(1). Issuance of New Shares from Capitalization of the Company's Capital


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Discussion No. 1

Proposed by the Board of Directors

Proposal :

Issuance of New Shares from Capitalization of the Company's Capital Reserve.

Please proceed to discuss.

Explanation :

  1. With the goal of expanding the size of the Company's capital and strengthening its financial structure, it is proposed that the Company issue new shares out of its capital reserve in the amount of NT$486,160,310 divided into 48,616,031 common shares with a par value of NT$10 each.

  2. The Company's paid-in capital are NT$48,616,031,400, and number of common shares is 4,861,603,140. After issuance of New Shares from Capitalization of the Company's Capital Reserve, the Company's paid-in capital are NT$49,102,191,710, and number of common shares is 4,910,219,171.

  3. The record date for this capital increase shall be set by the Board of Directors after approval of the capital increase by this Annual General Meeting and by the competent authority. 10 bonus shares will be allocated for every 1,000 shares issued from the capital reserve of additional paid-in capital. Shareholders can request to consolidate fractional shares with the Company's shareholder service agent within the period of five days from the share transfer suspension date. In the event that fractional shares are not consolidated within such time period, or where consolidation produces a fraction of less than one

55


share, then such fractional shares will be converted to cash rounded to the nearest NT$ dollar in accordance with its par value and distributed to the shareholder in accordance with Letter No. 86214319, Department of Commerce, Ministry of Economic Affairs. The Board of Directors shall authorize the Chairman to solicit specified persons to subscribe for accumulated fractional shares at a subscription price equal to par value.

  1. The rights and obligations attached to the shares newly issued in this round of capital increase shall be the same as those of the existing shares of the Company. If the number of issued and outstanding shares of the Company subsequently changes due to share repurchase, share transfer, share conversion, share cancellation or other reasons, it is proposed that the Board of Directors shall be authorized to adjust the terms of this capital increase based on the actual number of outstanding shares on the record date, and to handle any related adjustments, revisions and/or amendments to the issuance therefor.

  2. It is also proposed to authorize the Board of Directors to revise the plan due to changes of law and regulations, market conditions, environmental or receiving instructions from government authorities.

  3. Please proceed to discuss.

Resolution :

56


(2). Amendment to the Procedures Governing the Acquisition and Disposal of Assets


.


57

Discussion No. 2

Proposed by the Board of Directors

Proposal :

Amendment to the Procedures Governing the Acquisition and Disposal of Assets.

Please proceed to discuss.

Explanation :

  1. In accordance with the amendments to the "Regulations Governing the Acquisition and Disposal of Assets by Public Companies", the Company intends to amend its "Procedures Governing the Acquisition and Disposal of Assets". Please refer to pages 48-52 for details.
  2. Please proceed to discuss.

Resolution :


THE SHANGHAI COMMERCIAL & SAVINGS BANK, LTD.
Procedures Governing the Acquisition and Disposal of Assets
Comparison Table of Amended Articles

Content of Article after Amendment Content of Article before Amendment Remark
Article 28
Under any of the following circumstances, the Company acquiring or disposing of assets shall publicly announce and report the relevant information on the FSC's designated website in the appropriate format as prescribed by regulations within 2 days counting inclusively from the date of occurrence of the event:
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 Article 28
Under any of the following circumstances, the Company acquiring or disposing of assets shall publicly announce and report the relevant information on the FSC's designated website in the appropriate format as prescribed by regulations within 2 days counting inclusively from the date of occurrence of the event:
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 Refer to Article 31 of the Regulations Governing the Acquisition and Disposal of Assets by Public Companies (114.07.24), amend Article 28, Paragraph 1, Subparagraph 4, Item 2, and add the contents of Paragraph 1, Subparagraph 4, Item 3 and Item 6. The original Item 6 is moved to Item 7.

58


Content of Article after Amendment Content of Article before Amendment Remark
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 the Company whose paid-in capital is less than NT$10 billion, the transaction amount 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 the Company whose paid-in capital is less than NT$10 billion, the transaction amount

59


Content of Article after Amendment Content of Article before Amendment Remark
reaches NT$500 million or more.
B. For the 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 the Company whose paid-in capital is NT$50 billion, the transaction amount reaches 5 percent or more of paid-in capital.
5. 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 reaches NT$500 million or more.
B. For the Company whose paid-in capital is NT$10 billion the transaction amount reaches NT$1 billion or more.
5. 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

60


Content of Article after Amendment Content of Article before Amendment Remark
transaction reaches NT$500 million.
6.The Company's paid-in capital is NT$50 billion or more, and the government bonds, ordinary corporate bonds, and general financial bonds (excluding subordinated bonds) traded on the stock exchange or securities firm's business office are not subject to the circumstances of any of the items in the proviso of subparagraph 7, and where furthermore the transaction counterparty is not a related party, and the transaction amount is more than 5% of the company's paid-in capital.
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; expects to invest in the transaction reaches NT$500 million.
6. Where an asset transaction other than any of those referred to in the preceding five 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;

61


Content of Article after Amendment Content of Article before Amendment Remark
provided, this shall not apply to the following circumstances:
A. Trading of domestic government bonds or foreign government bonds with a rating that is not lower than the sovereign rating of Taiwan.
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 (excluding subordinated debt) that are offered and issued in the primary market, or subscription or redemption of securities investment trust funds or futures trust funds, or subscription or redemption of exchange traded notes, or provided, this shall not apply to the following circumstances:
A. Trading of domestic government bonds or foreign government bonds with a rating that is not lower than the sovereign rating of Taiwan.
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 (excluding subordinated debt) that are offered and issued in the primary market, or subscription or redemption of securities investment trust funds or futures trust funds, or subscription or redemption of exchange traded notes, or

62


Content of Article after Amendment Content of Article before Amendment Remark
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.
The amount of transactions above shall be calculated as follows:
1. The amount of any individual transaction.
2. The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same transaction 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.
The amount of transactions above shall be calculated as follows:
1.The amount of any individual transaction.
2.The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same transaction

63


Content of Article after Amendment Content of Article before Amendment Remark
counterparty within the preceding year.
3. 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.
4. The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of the same security within the preceding year.
"Within the preceding year" as used in the preceding paragraph refers to the year preceding the date of occurrence of the current transaction. Items duly announced in accordance with these Regulations need not be counted toward the transaction amount.
The Company shall compile monthly reports on the status of derivatives trading engaged in up to the end of counterparty within the preceding year.
3. 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.
4. The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of the same security within the preceding year.
"Within the preceding year" as used in the preceding paragraph refers to the year preceding the date of occurrence of the current transaction. Items duly announced in accordance with these Regulations need not be counted toward the transaction amount.
The Company shall compile monthly reports on the status of derivatives trading engaged in up to the end of

64


Content of Article after Amendment Content of Article before Amendment Remark
the preceding month by the Company and any subsidiaries that are not domestic public companies and enter the information in the prescribed format into the information reporting website designated by the FSC by the 10th day of each month.
When the 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.
The 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 the preceding month by the Company and any subsidiaries that are not domestic public companies and enter the information in the prescribed format into the information reporting website designated by the FSC by the 10th day of each month.
When the 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.
The 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

65


Content of Article after Amendment Content of Article before Amendment Remark
be retained for 5 years except where another act provides otherwise. be retained for 5 years except where another act provides otherwise.
Article 31
For the calculation of 10 percent of total assets under these procedure is calculated based on the total assets in the Company’s most recent individual financial report.
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 Procedures, 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 Regulations, 2.5 percent of equity attributable to owners of the parent shall be substituted; for calculations under the provisions of these Procedures 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. Article 31
For the calculation of 10 percent of total assets under these procedure is calculated based on the total assets in the Company’s most recent individual financial report
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 Procedures, 10 percent of equity attributable to owners of the parent shall be substituted; for calculations under the provisions of these Procedures 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. Referring to Article 35 of the Regulations Governing the Acquisition and Disposal of Assets by Public Companies (114.7.24), the content of paragraph 2 of Article 31 is amended.

66


Content of Article after Amendment Content of Article before Amendment Remark
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 Regulations 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.

67


68


(3). Release of the Board of Directors from Non-Competition Restrictions


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Discussion No. 3
Proposed by the Board of Directors

Proposal :

Proposal for Release the Prohibition on Directors from Participation in Competitive Business.

Please proceed to discuss.

Explanation :

  1. Pursuant to Article 209 of the Company Act, a director conducting, either for himself or on behalf of another person, activities that are within the scope of the Company's business, shall explain to the Shareholders' Meeting the essential contents of such activities and obtain its approval for conducting such activities.

  2. The Company's directors may concurrently hold positions in other companies and engage in activities that are within the scope or with similar nature of the Company's business. To the extent not in conflict with the interests of the Company, it is proposed to release the directors from non-competition restrictions as set forth.

  3. The information regarding the directors' competitive acts to be released, please refer to page 68 for details.

  4. Please proceed to discuss.

Resolution :


Name of Director Company Name Position Held
YUNG, CON-SING JOHN Jiangsu Holdings Limited Shareholders with substantial control

70


Extemporary Motions


.


Appendices


.


(Appendix No.1)

THE SHANGHAI COMMERCIAL & SAVINGS BANK, LTD.

Articles of Incorporation

Amended on June 13, 2025

Chapter I General Provisions

Article 1 The Bank is duly incorporated under the Company Act and Banking Act in the full name of The Shanghai Commercial & Savings Bank, Ltd. (hereinafter referred to as the Bank).

Article 2 The Bank is headquartered in Taipei City, Taiwan. It may have branches set up in appropriate locations in Taiwan and abroad as necessary after being duly resolved in the board of directors.

Article 3 Any and all public announcements to be made by the Bank shall be published in accordance with Article 28 of the Company Act and relevant laws and regulations.

Chapter II Business Operations

Article 4 The Bank shall engage in business items of H101021 Commercial Banking, H102011 Bills Finance, H105011 Trust, H301011 Securities Dealer, H304011 Securities Investment Advisor, H601011 Personal Insurance Agents, and H601021 Property Insurance Agents (Subject to the business items approved by the relevant Competent Authorities)

The Bank's concurrent securities brokerage business scope is as follows:

  1. Buy and sell various bonds and securitized commodities for its own account at the Bank's business premises.
  2. Buy and sell various types of bonds for its own account at the Bank's business premises (high-asset customers).
  3. Underwriting various bonds and securitized commodities.
  4. Other relevant businesses approved by the central competent authority.

71


Article 4-1 Where the Bank invests outwardly and, as a result, becomes a shareholder of limited liability, the Bank is free of the restriction set forth under Article 13, Paragraph 1 of the Company Act that restricts the total outward investment from exceeding 40% of the paid-in capital. The outward investment shall, nevertheless, be subject to approval as resolved in the Board of Directors beforehand.

Chapter III Shares

Article 5 The Bank has the authorized capital of NT$60,000,000,000.00, say total Sixty Billion New Taiwan Dollars Only, divided into 6 billion shares at Ten New Taiwan Dollars par value. The capital may be issued in excess of par. The board of directors is authorized with full powers to issue the unissued capital in installments.

Preferred shares may be issued within the total amount of shares set forth in the preceding paragraph.

Article 5-1 The rights and obligations and other important issuance terms of preferred shares of the Bank are as follows:

  1. When there is a profit at the end of a fiscal year, and there is still a surplus after paying all taxes, offsetting the accumulated losses of previous years, setting aside legal reserve and setting aside or reverse special reserve, then the surplus shall be first distributed as the dividends available for the preferred shares for that year.

  2. The dividends of preferred shares shall be no more than 8% per annum of the issuance price per share, and the dividends may be distributed in cash once every year. After the financial statements are approved by the general shareholders' meeting, the board will determine the base date to pay the distributable dividends of the previous year. In the years of issuance and redemption, the distribution amount of dividends is calculated based on the actual number of days the preferred shares remain outstanding in that year.

72


  1. If there are no earnings or the earnings are insufficient to pay dividends of preferred shares in full for a fiscal year, or if the distribution of dividends of preferred shares will result in the capital adequacy ratio lower than the minimum requirement by laws or competent authority, or because of other necessary considerations, the Bank may decide not to distribute dividends of preferred shares, and it will not constitute an event of default. If the preferred shares issued are non-cumulative, the undistributed dividends or the deficit of dividends distributed will not be accumulated for deferred payment in the subsequent years when there are earnings.

  2. Except for the dividends prescribed in Subparagraph 2 of this paragraph, shareholders of non-participating preferred shares are not entitled to participate in the allocation of cash and stock dividends with regard to the earnings and capital reserve for common shares.

  3. The distribution order of the remaining assets of the Bank for the preferred shareholders is the same as that for the common shareholders.

  4. The preferred shareholders do not have the right to vote or suffrage. However, they will have the right to vote in shareholders' meetings of preferred shares or shareholders' meetings that involve the rights and obligations of shareholders of preferred shares. With respect to the merger/consolidation, a resolution by the meeting of preferred shareholders is not required.

  5. When the Bank issues new shares as a result of cash capital increase, the preferred shareholders have the same pre-emptive subscription rights as the common shareholders.

  6. The board of directors is authorized to decide the period and proportion of conversion in the actual issuance terms of the preferred shares. Convertible preferred shares issued by the Bank may be converted at least 1 year after the date of issuance. Holders of convertible preferred shares may, pursuant to the

73


issuance terms, apply for conversion of their shareholdings (in whole or in part) to common shares. Upon conversion, the converted shares shall have the same rights and obligations as common shares. Dividend distribution of the preferred shares in the year of conversion shall be calculated based on the ratio of the actual issuance days in the conversion year to total days of that same year, provided, however, that when said shares are converted prior to the ex-dividend date of any given year, the shareholders may not participate in the preferred shares dividends distributed in that year and the subsequent years, but such shareholders may participate in the distribution of profit and capital reserve to holders of common shares.

  1. If the Bank issues non-perpetual preferred shares, the issuance period cannot be shorter than 5 years. Holders of preferred shares have no right to request redemption of such shares by the Bank. Upon expiry date of the issuance period or from the first day following the fifth anniversary of the issuance date, the Bank may, pursuant to the issuing price and relevant issuance terms, redeem such shares in cash, compulsorily convert such shares into newly issued shares, or redeem such shares in other manners permissible by law. If at the time the Bank is unable to redeem all or a part of the preferred shares (due to force majeure or otherwise), the rights and obligations of the outstanding preferred shares will remain unchanged until full redemption by the Bank.

  2. If the Bank issues perpetual preferred shares, holders of perpetual preferred shares have no right to request redemption of such shares by the Bank. In addition, the Bank may set a redemption date no earlier than the day following the fifth anniversary of the issuance date to redeem such shares (in whole or in part) at the actual issuing price. The rights and obligations of the remaining unredeemed preferred shares as described in the terms of preferred shares issuance will remain unchanged.

74


The board is authorized in full power, depending on capital market situation and investors' willingness to subscribe, to determine the name of the preferred shares, issuance date and specific issuance terms upon actual issuance in accordance with Articles of Incorporation and related laws and regulations.

Article 6
The Bank's share certificates shall be the registered ones and shall be affixed with the signatures or personal seals of the director representing the Bank and duly certified or authenticated by the bank which is competent to certify shares under the laws before issuance.

For shares issued, the Bank may be exempted from printing share certificates but shall get the shares duly registered with a centralized securities depository institution and follow the regulations of that institution.

Article 7 (Deleted)

Article 8
All shareholders should fill in the signature/seal specimen card and send it to the Bank or the shareholder services agent entrusted by the Bank to keep it. Whenever shareholders handle stock affairs with or exercise other relevant rights to the Bank or the shareholder services agent entrusted by the Bank in writing, it shall be with the same signature/seal in the specimen card.

Article 9 (Deleted)

Article 10 (Deleted)

Article 11
Transfer of shares or a change in entries in the Register (Roster) of Shareholders shall be discontinued within sixty (60) days prior to a regular shareholders' meeting or within thirty (30) days prior to a special shareholders' meeting, or within five (5) days prior to the record (base) date scheduled to allocate dividend, bonus or other interests.

Article 12
The Bank shall manage and operate equity affairs exactly in accordance with the "Regulations Governing the Administration of Shareholder Services of Public Companies" and laws and/or

75


regulations concerned.

Article 12-1 The Bank may repurchase its shares, all relevant procedures shall be subject to relevant laws and/or regulations.

Chapter IV Shareholders' meeting

Article 13 The Bank's shareholders' meetings are in two categories, i.e., the regular shareholders' meeting and special shareholders' meeting.

Article 13-1 The powers, duties and responsibilities of the Bank's shareholders' meetings are enumerated below:

  1. Enact and amend the Bank's Articles of Incorporation.
  2. Appoint and discharge directors.
  3. Review the reports from the board of directors and the Audit Committee.
  4. Resolve the decisions regarding increase/decrease of capital.
  5. Resolve the decisions regarding allocation of surplus earning and coverage of loss.
  6. Exercise other issues the execution of which shall be effected pursuant to the resolutions of the shareholders' meeting as required by laws and/or regulations concerned.

Article 14 Unless otherwise prescribed in laws and/or regulations concerned, the regular shareholders' meeting shall be convened by the board of directors according to the legal procedures within six (6) months from closing of every fiscal year.

When necessary, the Bank's shareholders' meetings can be held through the deliberation by a resolution of board meetings by means of visual communication network or other methods promulgated by the central competent authority.

In case a shareholders' meeting is proceeded via visual communication network, the shareholders taking part in such a visual communication meeting shall be deemed to have attended the meeting in person.

Article 15 Unless otherwise prescribed in laws and/or regulations concerned, a special shareholders' meeting may be convened

76


according to the legal procedures whenever the board of directors considers it necessary.

Article 16 A shareholder who is unable to attend a shareholders' meeting in person may duly issue a written proxy in the Bank provided form to authorize a proxy to attend on his or her behalf. Except a trust enterprise or a shareholder services agent approved by the competent authority in charge of securities, when two authorizes a proxy simultaneously or more shareholders, his or her voting powers shall not exceed 3% of the aggregate total number of voting shares. The excess, if any, shall not be counted.

Article 17 Each share is entitled to one voting power unless otherwise prescribed in laws and/or regulations concerned.

The Bank whose shareholders should exercise their voting power in writing or by way of electronic transmission in a shareholders' meeting shall describe in the shareholders' meeting notice the method of exercising their voting power, and shall adopt the electronic transmission as one of the methods for exercising the voting power.

Shareholders who exercises their voting power at a shareholders meeting in writing or by way of electronic transmission as set forth in the preceding. Paragraph shall be deemed to have attended the said shareholders' meeting in person, but shall be deemed to have waived their voting power in respective of any extemporary motion(s) and/or the amendment(s) to the contents of the original proposal(s) at the said shareholders' meeting.

Article 18 Unless otherwise prescribed in laws and/or regulations concerned, decisions in the shareholders' meeting shall be adopted by a majority vote of the shareholders present, who represent more than one-half of the total number of voting shares.

Article 19 Decisions resolved in the shareholders' meeting shall be recorded in the Minutes stating time/date of the meeting, venue, name of the chairperson and the method of resolution. The Minutes shall be signed or sealed by the chairperson and along with the

77


Signature Book of the Shareholders and the Power of Attorney for proxies shall be filed at the Bank.

Chapter V The Board of Directors

Article 20 The Bank shall have 9~15 directors to organize the board of directors. The candidate nomination system shall be adopted for the election of directors under the Company Act and relevant laws and/or regulations, and directors shall be elected from the list of director candidates by shareholders' meetings.

The quorum of the directors mentioned in the preceding paragraph shall include independent directors at the minimum of three in number and one-third of the aggregate total of director seats.

With respect to the professional qualification requirements, restriction on shareholding, holding of other official functions, identification of the independence, method of nomination and other issues concerning the independent directors, this shall be managed in accordance with the requirements of the competent authorities in charge of securities affairs.

Article 21 The tenure of office of directors shall be three (3) years. Except for independent directors, whose consecutive terms shall not exceed three, directors shall be eligible for re-election. In the event that reelection is held before expiry of the tenure of office and there is not such a decision that directors are not discharged until expiry of their tenure of office, the directors are deemed to be discharged before expiry.

The Bank sets up Audit Committee according to law and the Audit Committee shall exercise the powers, duties and responsibilities of supervisors as bestowed by the Company Act, Securities and Exchange Act and other laws and/or regulations concerned, and comply with relevant laws and regulations and the Bank's regulations.

All independent directors in full shall organize the Audit Committee. The aggregate total of independent director seats shall

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not be less than three (3) in minimum, including one among them as the convener. Among the independent directors, a minimum of one shall be in the expertise of accounting or finance. The exercise of the powers, duties and responsibilities and other matters to be complied with of the Audit Committee shall be duly handled in accordance with laws and/or regulations concerned and the rules and regulations of the Bank.

A decision in the Audit Committee shall be resolved by more than one half of all Audit in Committee members.

Article 21-1 The Bank sets up a Remuneration Committee, Audit Committee, and may set up other functional committee(s).

Article 22 In the board of directors, 3~5 managing directors shall be elected from among directors; and one chairman (and one vice chairman) shall be elected from among the managing directors.

The managing directors shall include a minimum of one independent director, and the independent director(s) shall not be less than one-fifth of the aggregate total of managing director seats.

Article 23 The chairman shall chair the shareholders' meeting, board of directors and board of managing directors meeting internally and shall represent the Bank externally. Where the chairman is on leave or unable to exercise his power and authority for any cause, the vice chairman shall act in his place. In the event that there is no vice chairman or that the vice chairman is on leave or unable to exercise his power and authority for any cause as well, the chairman shall appoint one managing director to act in his place. In the event that the chairman does not make such an appointment, one shall be elected from among the managing directors or directors to act in his place.

Article 24 Except the matters which shall be subject to decisions to be resolved by the shareholders' meeting according to law or according to the Bank's Articles of Incorporation, all business affairs of the Bank shall be duly handled under the decisions to be resolved by the board of directors. The board of directors shall

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have the following powers, duties and responsibilities:

  1. Review and finalize mid-term and long-term strategic plans.
  2. Review and finalize organizational rules and major rules and regulations.
  3. Propose increase/decrease of capital.
  4. Review and finalize decisions on establishment, dissolution or change in branch banks.
  5. Review and finalize the Bank's budgets, final accounts.
  6. Propose for allocation of surplus earnings or coverage of losses.
  7. Appoint or discharge managerial officers.
  8. Take charge of issues assigned by the chairman.
  9. Exercise other powers, duties and responsibilities bestowed by laws and/or regulations concerned or the shareholders' meeting.

Article 25 Notices to a board of directors meeting may be served in writing, e-mail or FAX.

When the board of directors convenes a meeting, all directors shall attend the board of directors meeting in person. A director may, nevertheless, issue a written proxy and expressly specify the subject and scope of the powers authorized and authorize another director to attend a board of directors meeting on behalf.

A director may accept the appointment to act as the proxy referred to in the preceding Paragraph of one other director only.

A director who attends a board of directors meeting through video system is deemed to have attended in person if such meeting is held through video system.

During the recess of the board of directors, the managing directors shall exercise the powers, duties and responsibilities of the board of directors through meetings on a regular basis according to laws, the Bank's Articles of Incorporation, decisions resolved in the shareholders' meeting and board of directors. Such meetings may be convened by the chairman at any time and shall be chaired by the chairman. Where the chairman is unavailable to perform such duties, the vice chairman shall act in his place. In the event that

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there is no vice chairman or that the vice chairman is unavailable to perform his duties as well, the chairman shall appoint one managing director to act in his place. In the event that the chairman does not make such an appointment, one shall be elected from among the managing directors to act in his place.

The board of directors is authorized with full powers to fix the scope of the powers, duties and responsibilities of the board of directors to be exercised by the board of managing directors meeting in accordance with the preceding paragraph.

Article 26 Unless otherwise provided for in the Company Act, Banking Act and other laws and/or regulations concerned, decisions in the board of directors meeting shall be resolved by a majority vote in the meeting which is attended by directors who represent a majority of the total number of directors.

Article 27 (Deleted)

Article 28 Decisions resolved in the board of directors shall be recorded in the Minutes which shall be signed or affixed seal by the chairperson.

Article 29 (Deleted)

Article 30 (Deleted)

Article 31 The remuneration to directors shall be fixed by the board of directors with reference to the normal rates prevalent in horizontal trades.

An independent director shall not participate in distribution of the compensation to the Bank's directors.

The Bank may acquire liability insurance for directors and key staff members for the potential responsibility for indemnity within the scope of their performance of duties according to law.

Chapter VI Staff of the Head Bank and Branches

Article 32 The president of Bank shall be nominated by the chairman. The Bank may have a certain number of senior executive vice presidents, executive vice presidents, deputy executive vice

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presidents, and managers, whom shall be nominated by the president and appointed with consents of a majority of attending directors at the board meeting attended by a majority of directors. The president shall generally handle all affairs of the bank according to resolutions adopted at the board of directors. The senior executive vice presidents, executive vice presidents, deputy executive vice presidents, and managers shall assist the president in handling such affairs.

Article 33 (Deleted)

Article 34 (Deleted)

Article 35 The Bank's responsible person and staff shall not undertake any duties in another bank. In case of investment relationship as approved by the central competent authority, they may concurrently serve as a director or supervisor of an investee bank.

Chapter VII Accounting

Article 36 The Bank's fiscal year starts from January 1 until December 31 of every calendar year. The Bank shall close its account for reporting for the first and second half of the year with the final closure conducted at the end of every fiscal year. By then the Bank shall work out business report, financial statements, decisions project on allocation of surplus earnings or coverage of loss and other items as designated by the competent authority and shall be submitted to the Audit Committee for audit thirty (30) days prior to the date scheduled for the regular shareholders' meeting. After such documents are duly acknowledged in the regular shareholders' meeting, they shall be submitted to the Competent Authority and make a public announcement according to laws and/or regulations.

Article 36-1 If the Bank has profit for the year, an amount of not less than 0.1% of the profit for the year shall be distributed as compensation to the employees, of this amount, no less than 10% of the employee's compensation should be distributed to non-executive employees,

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and an amount not more than 0.6% of the profit for the year shall be distributed as compensation to the directors. However, if the Bank still has accumulated deficits, such deficits shall be offset first. The profit for the year as referred to in the preceding paragraph shall refer to the profit before income tax for the year before deducting the compensation distributed to employees and the compensation distributed to directors.

Compensation to employees may be distributed by stock or cash; its distribution method and the distribution ratio of compensation to directors shall be resolved by more than one half of consents of the attending directors at a meeting of board of directors attended by more than two-thirds of directors, and shall be reported to the shareholders' meeting.

The recipients of the above said distribution of employees' compensation may include the employees of affiliated companies that meet certain conditions.

Article 37

If at the end of a fiscal year there is a profit for that year, the Bank shall, after payment of all taxes and offsetting the accumulated losses of previous years, first set aside a sum of it as legal reserve in accordance with laws and regulations unless such legal reserve already amounts to the Bank's total paid-in capital. Then the special reserve shall be set aside or reversed, and the dividends for preferred shares may be distributed. The final remaining surplus, if any, along with the undistributed earnings accumulated in previous years, including the reversals of special reserves prescribed by laws, shall then be the surplus available for distribution for the current year, in principle, the distribution of the annual common shareholder dividends shall not constitute less than 10% of the surplus available for distribution of the year, and the board of directors shall make the proposal for distribution and submit it to the regular shareholders' meeting for acknowledgment.

The distributable dividends and bonuses in whole or in part may be paid in cash after a resolution has been adopted by a majority

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vote at a meeting of the board of directors attended by two-thirds of the total number of directors; and in addition thereto a report of such distribution shall be submitted to the shareholders' meeting.

The dividend policy of the Bank shall take into consideration of the environment of banking industry and the growth stage of the Bank, the purpose of continual expansion of operation scale and the increase in profitability, the interests of shareholders, the balance of dividends, the funding requirements of the Bank, and its long-term financial planning. In distributing dividends, as a principle, the amount of cash dividends distributed for each year may not be less than ten percent of total amount of dividends distributed for the year, in order to seek sustainability and steady development.

Chapter VIII Supplementary Provisions

Article 38 Any matters not adequately provided for herein shall be subject to Banking Act, Company Act and other laws and/or regulations concerned.

Article 39 (Deleted)

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(Appendix No.2)

THE SHANGHAI COMMERCIAL & SAVINGS BANK, LTD.

Rules of Procedure for Shareholders Meetings

Amended on June 13, 2023

Article 1
The rules of procedures for this Corporation's shareholders meetings, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in these Rules.

Article 2
Unless otherwise provided by law, regulation, or the articles of incorporation, this Corporation's shareholders meetings shall be convened by the board of directors.

The Bank’s shareholders’ meetings can be held by means of visual communication network or other methods promulgated by the competent authority. Relevant procedures of the visual communication meeting are in compliance with the Company Act and applicable laws and regulations.

This Corporation shall furnish the attending shareholders or their proxies (collectively, "shareholders"), with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in plus the number of shares whose voting rights are exercised by correspondence or electronically.

Shareholders shall attend shareholders’ meetings based on attendance cards, sign-in card, or other supporting document. Solicitors soliciting proxy forms shall also bring identification documents for verification.

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

In the event of a virtual shareholders meeting, shareholders

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wishing to attend the meeting online shall register with visual communication platform used at the meeting two days before the meeting date.

For virtual shareholders' meetings, shareholders may begin to register on the virtual meeting platform 30 minutes before the meeting starts. Shareholders completing registration will be deemed as attend the shareholders meeting in person.

Article 3 Attendance and voting at shareholders meetings shall be calculated based on numbers of shares.

Article 4 The venue for a shareholders meeting shall be the premises of this Corporation, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m.

The restrictions on the place of the meeting shall not apply when this Corporation convenes a virtual-only shareholders meeting.

Article 5 If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the vice chairperson shall act in place of the chairperson; if there is no vice chairperson or the vice chairperson also is on leave or for any reason unable to exercise the powers of the vice chairperson, the chairperson shall appoint one of the managing directors to act as chair. Where the chairperson does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chair.

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

Article 6 This Corporation may appoint its attorneys, certified public accountants, or related persons retained by it to attend

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shareholders meeting in a non-voting capacity.

Staff handling administrative affairs of a shareholders meeting shall wear identification cards.

Article 7 This Corporation shall record the proceedings of a shareholders meeting in their entirety in audio or video and retain the recording for at least 1 year.

Article 8 The chair shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than 1 hour, may be made. If the quorum is not met after two postponements, the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act.

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

In the event of a virtual shareholders meeting, when declaring the meeting open, the chair shall also declare, unless under a circumstance where a meeting is not required to be postponed to or resumed at another time under Article 44-20, paragraph 4 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events before the chair has announced the meeting adjourned, and the obstruction continues for more than 30 minutes, the meeting shall be postponed to or resumed on another date within five days, in which case Article 182 of the Company Act shall not apply.

When this Corporation convenes a hybrid shareholders meeting, and the virtual meeting cannot continue as described in

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preceding paragraph, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, still meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue, and not postponement or resumption thereof under the preceding paragraph is required.

Under the circumstances where a meeting should continue as in the preceding paragraph, the shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, provided these shareholders shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.

Article 9
If shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. 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 extraordinary motions), except by a resolution of the shareholders meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, 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.

If the meeting is finished, the shareholders may not elect the chair to continue the meeting at same or another venue.

Article 10
Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name.

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The order in which shareholders speak will be set by the chair.

A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.

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 violation.

Article 11 Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes.

If the shareholder's speech violates the preceding paragraph or exceeds the scope of the agenda item, the chair may terminate the speech.

If it is not a proposal, the chair may make a decision not to discuss or vote.

Article 12 When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.

When a juristic person shareholder appoints two or more representatives to attend shareholders meeting, only one of the representatives so appointed may speak on the same proposal.

Article 13 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 chair declaring the meeting open until the chair declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. The regulations in paragraphs Article 10 to 12 do not apply.

Article 14 The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals; when the chair is of the

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opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed and call for a vote.

Article 15
Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of this Corporation. The voting results shall be reported on-site immediately and recorded in writing.

Article 16
When this Corporation holds a shareholders meeting, electronic means may be listed as one of the channels for the exercise of shareholder voting rights. It may allow the shareholders to exercise voting rights by correspondence or electronic means. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary 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 this Corporation before 2 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 this Corporation, by the same means by which the voting rights were exercised, before two business days before the date of the shareholders meeting. If the notice of retraction is submitted after

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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.

If, after a proxy form is delivered to this Corporation, a shareholder wishes to attend the shareholders meeting online, a written notice of proxy cancellation shall be submitted to this Corporation two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.

Except as otherwise provided in the Company Act and in this Corporation'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.

At the time of a vote, if the shareholders are asked by the chair without any dissent, the effect shall be the same as the voting. If there is any objection, the chair may have a dissident and a waiver, ask him/her to raise his/her hand or stand up and calculate his/her voting rights. If the voting rights of the attending shareholders minus the voting rights of the dissident and the waived rights, they have already passed the required the voting rights are also deemed to be passed, and their effectiveness is also the same as voting.

Except as otherwise provided of law or regulations, a shareholder shall be entitled to one vote for each share held.

Except for trust enterprises or stock agencies approved by the competent authority, when a person who acts as the proxy for two or more shareholders, the number of voting power represented by him/her shall not exceed $3\%$ of the total number of voting shares of the company, otherwise, the portion of excessive voting power shall not be counted.

When this Corporation convenes a virtual shareholders meeting,

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after the chair declares the meeting open, shareholders attending the meeting online shall cast votes on proposals and elections on the virtual meeting platform before the chair announces the voting session ends or will be deemed abstained from voting.

In the event of a virtual shareholders meeting, votes shall be counted at once after the chair announces the voting session ends, and results of votes and elections shall be announced immediately.

When this Corporation convenes a hybrid shareholders meeting, if shareholders who have registered to attend the meeting online in accordance with paragraph 4 decide to attend the physical shareholders meeting in person, they shall revoke their registration two days before the shareholders meeting in the same manner as they registered. If their registration is not revoked within the time limit, they may only attend the shareholders meeting online.

When shareholders exercise voting rights by correspondence or electronic means, unless they have withdrawn the declaration of intent and attended the shareholders meeting online, except for extraordinary motions, they will not exercise voting rights on the original proposals or make any amendments to the original proposals or exercise voting rights on amendments to the original proposal.

Article 16-1 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.

This Corporation 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 place of the meeting, the chair's full name, the methods by

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which resolutions were adopted, and a summary of the deliberations and their results, and shall be retained for the duration of the existence of this Corporation.

Where a virtual shareholders meeting is convened, in addition to the particulars to be included in the meeting minutes as described in the preceding paragraph, the start time and end time of the shareholders meeting, how the meeting is convened, the chair's and secretary's name, and actions to be taken in the event of disruption to the virtual meeting platform or participation in the meeting online due to natural disasters, accidents or other force majeure events, and how issues are dealt with shall also be included in the minutes.

Article 17 When a meeting is in progress, the chair may announce a break based on time considerations.

Article 18 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 will then be deemed rejected, and no further voting shall be required.

Article 19 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 this Corporation, 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.

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Article 20
When a meeting is in progress, 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.

Article 21
These Rules, and any amendments hereto, shall be implemented after adoption by shareholders meetings.

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(Appendix No.3)

THE SHANGHAI COMMERCIAL & SAVINGS BANK, LTD.

Procedures Governing the Acquisition and Disposal of Assets

Amended on June 13, 2025

Chapter I General Principles

Article 1 These Procedures are adopted in accordance with the Regulations Governing the Acquisition and Disposal of Assets.

The Company shall handle the acquisition or disposal of assets in compliance with these Regulations; provided, where financial laws or regulations provide otherwise, such provisions shall govern.

When banks, insurance companies, bill finance companies, securities firms, futures commission merchants, leverage transaction merchants, or other financial enterprises whose operation requires special approval, conduct derivatives trading business or engage in derivatives trading, they shall do so in accordance with the provisions of the other laws and regulations that govern their sectors, and are exempt from the provisions of Chapter IV herein.

Article 2 The term "assets" as used in these Procedures includes the following:

  1. 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.
  2. Real property (including land, houses and buildings, and investment property) and equipment.
  3. Memberships.
  4. Patents, copyrights, trademarks, franchise rights, and other intangible assets.
  5. Right-of-use assets.

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  1. Claims of financial institutions (including receivables, bills purchased and discounted, loans, and overdue receivables).
  2. Derivatives.
  3. Assets acquired or disposed of in connection with mergers, demergers, acquisitions, or transfer of shares in accordance with law.
  4. Other major assets.

Article 3 Terms used in these Procedures are defined as follows:

  1. Derivatives: Forward contracts, options contracts, futures contracts, leverage contracts, or swap contracts, whose value is derived from a specified interest rate, financial instrument price, commodity price, foreign exchange rate, index of prices or rates, credit rating or credit index, or other variable; or hybrid contracts combining the above contracts; or hybrid contracts or structured products containing embedded derivatives. The term "forward contracts" does not include insurance contracts, performance contracts, after-sales service contracts, long-term leasing contracts.
  2. 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 therefor (hereinafter "transfer of shares") under Article 156-3 of the Company Act.
  3. Related party or subsidiary: According to the applicable financial report preparation standards of the Company.
  4. 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.
  5. Date of occurrence: Refers to the date of contract signing, date

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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.

  1. 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.

  2. 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.

  3. 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.

  4. 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.

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Article 4
Professional appraisers and their officers, certified public accounts, attorneys, and securities underwriters that provide the Company with appraisal reports, certified public accountant's opinions, attorney's opinions, or underwriter's opinions shall meet the following requirements:

  1. May not have previously received a final and unappealable sentence to imprisonment for 1 year or longer for a violation of the Securities and Exchange 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.

  2. May not be a related party or de facto related party of any party to the transaction.

  3. 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-discipline regulations of their respective trade associations and the Taiwan Stock Exchange Corporation and the Taipei Exchange jointly formulated and issued the "Expert Opinion Issuance Guidelines" and the following:

  1. Prior to accepting a case, they shall prudently assess their own professional capabilities, practical experience, and independence.

  2. When implementing 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

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report or opinion. The related working procedures, data collected, and conclusion shall be fully and accurately specified in the case working papers.

  1. 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, reasonable and accurate, and that they have complied with applicable laws and regulations.

Chapter II Acquisition and disposal of assets

Article 5 Acquired and disposed of in the scope of Article 2 shall, in addition to complying with the provisions of this procedure, be submitted to the sponsoring department or unit for reporting to the evaluation methods and operating procedures approved by the Board of Directors.

The following items shall be recorded in the assessment and operation procedures of the preceding paragraph and shall be handled in accordance with the established procedures:

  1. Appraisal procedures: Shall include the means of price determination and supporting reference materials.
  2. Operating procedures: Shall include the degree of authority delegated, the levels to which authority is delegated, the units responsible for implementation, and transaction process.

For the acquisition of real property and its right-to-use assets that are not used for business purposes shall be handled in accordance with the Banking Law and relevant regulations.

For the acquisition the total amount of securities obtained and the limits of individual securities shall be handled in accordance with

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the Banking Law and relevant regulations.

The Company's related party transactions, engaging in derivative commodity transactions, conducting business mergers, divisions, acquisitions or share transfers shall, in addition to complying with the provisions of this procedure, be handled in accordance with the relevant operational procedures.

The Company shall supervise the subsidiaries to stipulate and implement the procedures for obtaining or disposing of assets in accordance with the "Regulations Governing the Acquisition and Disposal of Assets of Public Companies" and control procedures for the acquisition and disposal of assets by subsidiaries.

Article 6

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:

  1. 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.

  2. Where the transaction amount is NT$1 billion or more, appraisals from two or more professional appraisers shall be obtained.

  3. Where any one of the following circumstances applies with respect to the professional appraiser's appraisal results, unless

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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 perform and 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.

  1. 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.

Article 7 The 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).

Article 8 Where the Company acquires or disposes of intangible assets or right-of-use assets thereof or memberships and the transaction amount reaches 20 percent or more of paid-in capital or NT$300

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million or more, except in transactions with a domestic government agency, the Company shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price.

Article 9 The calculation of the transaction amounts referred to in the preceding three articles shall be done in accordance with Article 28, 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 for which an appraisal report from a professional appraiser or a CPA's opinion has been obtained need not be counted toward the transaction amount.

Article 10 Where the Company acquires or disposes of assets through court auction procedures, the evidentiary documentation issued by the court may be substituted for the appraisal report or CPA opinion.

Chapter III Related Party Transactions

Article 11 When the Company engages in any acquisition or disposal of assets from or to a related party, in addition to ensuring that the necessary resolutions are adopted and the reasonableness of the transaction terms is appraised, if the transaction amount reaches 10 percent or more of the Company's total assets, the Company shall also obtain an appraisal report from a professional appraiser or a CPA's opinion in compliance with the provisions of the Procedures.

The calculation of the transaction amount referred to in the preceding paragraph shall be made in accordance with Article 9 herein.

When judging whether a transaction counterparty is a related party, in addition to legal formalities, the substance of the relationship shall also be considered.

Article 12 When the 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

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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 approved by more than half of all audit committee members and then submitted to the board of directors for a resolution:

  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.
  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 13 and Article 14.
  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.

With respect to the types of transactions listed below, when to be conducted between the Company and its subsidiaries, or between its subsidiaries in which it directly or indirectly holds 100 percent

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of the issued shares or authorized capital, the Company's board of directors may pursuant to Article 5, paragraph 2, subparagraph 2 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.

When a matter is submitted for discussion by the board of directors pursuant to paragraph 1, 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.

If approval of more than half of all audit committee members as required in the paragraph 1 is not obtained, the procedures may be implemented if approved 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.

The terms "all audit committee members" in paragraph 1 and "all directors" in the preceding paragraph shall be counted as the actual number of persons currently holding those positions.

If the Company or its subsidiary has a transaction in Paragraph 1 and the transaction amount is more than 10% of the total assets of the Company, the listed materials shall be submitted to the Annual general meeting for approval before the transaction contract can be signed and payment can be made. However, transactions between the Company and its subsidiaries, or between subsidiaries, are not subject to this limitation.

The calculation of the transaction amounts referred to in the preceding paragraph shall be made in accordance with Article 28,

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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 agreed by the Audit Committee and approved by the board of directors and Annual general meeting need not be counted toward the transaction amount.

Article13

The 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:

  1. 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.

  2. 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.

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.

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

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preceding two paragraphs shall also engage a CPA to check the appraisal and render a specific opinion.

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:

  1. The related party acquired the real property or right-of-use assets thereof through inheritance or as a gift.
  2. 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.
  3. 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.
  4. The real property right-of-use assets for business use are acquired by the public Company with its subsidiaries, or by its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital.

Article14 When the results of the Company's appraisal conducted in accordance with paragraph 1 and paragraph 2 of the preceding Article are uniformly lower than the transaction price, the matter shall be handled in compliance with Article 15. However, where the following circumstances exist, objective evidence has been submitted and specific opinions on reasonableness have been obtained from a professional real property appraiser and a CPA have been obtained, this restriction shall not apply:

  1. 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

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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 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.

  1. Where the 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.

Article15 Where the Company acquires real property or right-of-use assets thereof from a related party and the results of appraisals conducted in accordance with the preceding two articles are

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uniformly lower than the transaction price, the following steps shall be taken:

  1. A special reserve shall be set aside in accordance with Article 41, paragraph 1 of the Securities and Exchange Act against the difference between the real property transaction price and the appraised cost, and may not be distributed or used for capital increase or issuance of bonus shares. Where a public Company uses the equity method to account for its investment in another Company, then the special reserve called for under Article 41, paragraph of the Securities and Exchange Act shall be set aside pro rata in a proportion consistent with the share of public Company's equity stake in the other Company.

  2. The Audit Committee and independent director shall comply with Article 218 of the Company Act.

  3. Actions taken pursuant to the preceding two subparagraphs shall be reported to a shareholders meeting, and the details of the transaction shall be disclosed in the annual report and any investment prospectus.

The Company that has set aside a special reserve under the preceding paragraph may not utilize the special reserve until it has recognized a loss on decline in market value of the assets it purchased or leased at a premium, or they have been disposed of, or the leasing contract has been terminated, or adequate compensation has been made, or the status quo ante has been restored, or there is other evidence confirming that there was nothing unreasonable about the transaction, and the FSC has given its consent.

When the Company obtains real property or right-of-use assets thereof from a related party, it shall also comply with the preceding two paragraphs if there is other evidence indicating that the acquisition was not an arms length transaction.

Chapter IV Engaging in Derivatives Trading

Article 16 Public companies engaging in derivatives trading shall pay strict
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attention to control of the following important risk management and auditing matters, and incorporate them into their Procedures:

  1. Trading principles and strategies: Shall include the types of derivatives that may be traded, operating or hedging strategies, segregation of duties, essentials of performance evaluation, total amount of derivatives contracts that may be traded, and the maximum loss limit on total trading and for individual contracts.
  2. Risk management measures.
  3. Internal audit system.
  4. Regular evaluation methods and the handling of irregular circumstances.

Article17 The Company engaging in derivatives trading shall adopt the following risk management measures:

  1. Risk management shall address credit, market, liquidity, cash flow, operational, and legal risks.
  2. Personnel engaged in derivatives trading may not serve concurrently in other operations such as confirmation and settlement.
  3. Risk measurement, monitoring, and control personnel shall be assigned to a different department that the personnel in the preceding subparagraph and shall report to the board of directors or senior management personnel with no responsibility for trading or position decision-making.
  4. Derivatives trading positions held shall be evaluated at least once per week; however, positions for hedge trades required by business shall be evaluated at least twice per month. Evaluation reports shall be submitted to senior management personnel authorized by the board of directors.
  5. Other important risk management measures.

Article18 Where the Company engaging in derivatives trading, its board of directors shall faithfully supervise and manage such trading in accordance with the following principles:

  1. Designate senior management personnel to pay continuous

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attention to monitoring and controlling derivatives trading risk.

  1. Periodically evaluate whether derivatives trading performance is consistent with established operational strategy and whether the risk undertaken is within the Company's permitted scope of tolerance.

Senior management personnel authorized by the board of directors shall manage derivatives trading in accordance with the following principles:

  1. Periodically evaluate the risk management measures currently employed are appropriate and are faithfully conducted in accordance with these Regulations and the procedures for engaging in derivatives trading formulated by the Company.
  2. When irregular circumstances are found in the course of supervising trading and profit-loss circumstances, appropriate measures shall be adopted and a report immediately made to the board of directors, an independent director shall be present at the meeting and express an opinion.

The Company shall report to the soonest meeting of the board of directors after it authorizes the relevant personnel to handle derivates trading in accordance with its Procedures for Engaging in Derivatives Trading.

Article19

The Company engaging in derivatives trading shall establish a log book in which details of the types and amounts of derivatives trading engaged in, board of directors approval dates, and the matters required to be carefully evaluated under subparagraph 4 of Article 17 and subparagraph 2 of paragraph 1, and subparagraph 1 of paragraph 2, of the preceding article shall be recorded in detail in the log book.

The Company's internal audit personnel shall periodically make a determination of the suitability of internal controls on derivatives and conduct a monthly audit of how faithfully derivatives trading by the trading department adheres to the

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procedures for engaging in derivatives trading, and prepare an audit report. If any material violation is discovered, the audit committee and all independent directors shall be notified in writing.

Chapter V Mergers and Consolidations, Splits, Acquisitions, and Assignment of Shares

Article20 The Company that conducts a merger, demerger, acquisition, or transfer of shares, prior to convening the 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.

Article21 The 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.

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.

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Article22

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:

  1. 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.
  2. 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.
  3. 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.

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, within 2 days counting inclusively from the date of passage of a

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resolution by the board of directors, report (in the prescribed format and via the Internet-based information system) the information set out in subparagraphs 1 and 2 of the preceding paragraph to the FSC for recordation.

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(s) so listed or traded shall sign an agreement with such Company whereby the latter is required to abide by the provisions of the preceding two paragraphs.

Article 23 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.

Article 24 The companies participating in a merger, demerger, acquisition, or transfer of shares may not arbitrarily alter the share exchange ratio or acquisition price unless under the below-listed circumstances, and shall stipulate the circumstances permitting alteration in the contract for the merger, demerger, acquisition, or transfer of shares:

  1. 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.
  2. An action, such as a disposal of major assets, that affects the Company's financial operations.
  3. An event, such as a major disaster or major change in technology, that affects shareholder equity or share price.
  4. An adjustment where any of the companies participating in the merger, demerger, acquisition, or transfer of shares from

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another Company, buys back treasury stock.

  1. An increase or decrease in the number of entities or companies participating in the merger, demerger, acquisition, or transfer of shares.
  2. Other terms/conditions that the contract stipulates may be altered and that have been publicly disclosed.

Article25
The contract for participation by a public Company in a merger, demerger, acquisition, or of shares shall record the rights and obligations of the companies participating in the merger, demerger, acquisition, or transfer of shares, and shall also record the following:

  1. Handling of breach of contract.
  2. 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.
  3. 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.
  4. The manner of handling changes in the number of participating entities or companies.
  5. Preliminary progress schedule for plan execution, and anticipated completion date.
  6. Scheduled date for convening the legally mandated shareholders meeting if the plan exceeds the deadline without completion, and relevant procedures.

Article26
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

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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.

Article27 Where any of the companies participating in a merger, demerger, acquisition, or transfer of shares is not a public Company, the public Company(s) shall sign an agreement with the non-public Company whereby the latter is required to abide by the provisions of Article 22, Article 23, and the preceding article.

Chapter VI Public Disclosure of Information

Article28 Under any of the following circumstances, the Company acquiring or disposing of assets shall publicly announce and report the relevant information on the FSC's designated website in the appropriate format as prescribed by regulations within 2 days counting inclusively from the date of occurrence of the event:

  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

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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 the Company whose paid-in capital is less than NT$10 billion, the transaction amount reaches NT$500 million or more.

B. For the Company whose paid-in capital is NT$10 billion or more, the transaction amount reaches NT$1 billion or more.

  1. 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.

  2. Where an asset transaction other than any of those referred to in the preceding five 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 government bonds with a rating that is not lower than the sovereign rating of Taiwan.

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 (excluding subordinated debt) that are offered and issued in the primary market, or subscription or redemption of securities investment trust funds or futures trust funds, or subscription or redemption of exchange traded notes, or subscription by a securities firm of securities as necessitated

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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.

The amount of transactions above shall be calculated as follows:

  1. The amount of any individual transaction.
  2. The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same transaction counterparty within the preceding year.
  3. 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.
  4. The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of the same security within the preceding year.

"Within the preceding year" as used in the preceding paragraph refers to the year preceding the date of occurrence of the current transaction. Items duly announced in accordance with these Regulations need not be counted toward the transaction amount.

The Company shall compile monthly reports on the status of derivatives trading engaged in up to the end of the preceding month by the Company and any subsidiaries that are not domestic public companies and enter the information in the prescribed format into the information reporting website designated by the FSC by the 10th day of each month.

When the 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

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within two days counting inclusively from the date of knowing of such error or omission.

The 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.

Article29 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:

  1. Change, termination, or rescission of a contract signed in regard to the original transaction.
  2. The merger, demerger, acquisition, or transfer of shares is not completed by the scheduled date set forth in the contract.
  3. Change to the originally publicly announced and reported information.

Chapter VII Additional Provisions

Article30 Information required to be publicly announced and reported in accordance with the provisions of the preceding Chapter on acquisitions and disposals of assets by the Company's subsidiary that is not itself a public Company in Taiwan shall be reported by the Company.

The paid-in capital or total assets of the Company shall be the standard applicable to a subsidiary referred to in the preceding paragraph in determining whether, relative to paid-in capital or total assets, it reaches a threshold requiring public announcement and regulatory filing under Article 28, paragraph 1.

Article31 For the calculation of 10 percent of total assets under these procedure is calculated based on the total assets in the Company's

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most recent individual financial report.

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 Procedures, 10 percent of equity attributable to owners of the parent shall be substituted; for calculations under the provisions of these Procedures 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.

Article32 Anyone who violates the procedures and the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” of the FSC shall be considered in accordance with the Company's working rules and staff service treatment methods.

Article33 With respect to the Company's acquisition or disposal of assets that is subject to the approval of the board of directors under the Company's procedures or other laws or regulations, if a director expresses dissent and it is contained in the minutes or a written statement, the Company shall submit the director's dissenting opinion to the audit committee.

When a transaction involving the acquisition or disposal of assets is submitted for discussion by the board of directors pursuant to the preceding paragraph, 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.

Any transaction involving major assets or derivatives shall be approved by more than half of all audit committee members and submitted to the board of directors for a resolution, and shall be subject to mutatis mutandis application of Article 12, paragraphs 5 and 6.

Article34 The Company acquisition and disposal of assets and shall handle

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it in accordance with the provisions of this procedure. However, other laws and regulations provide for it. If there are any unfinished matters in this procedure, it shall be handled in accordance with the relevant laws and regulations and the relevant operational requirements of the Company.

Article35 This procedure is approved by the Audit Committee and approved by the Board of Directors and submitted to the Shareholders' Meeting for approval.

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(Appendix No.4)

THE SHANGHAI COMMERCIAL & SAVINGS BANK, LTD.

Shareholding of Directors

(1). All directors minimum shareholding and the shareholdings listed in the registry of shareholders

Title Shareholdings Shareholdings registered in the registry of shareholders
Director 116,678,475 314,272,985

(2). Directors shareholding list

Position Name Current shareholding Representative of juridical person
Chairman LEE, CHING-YEN STEPHEN 6,672,087 -
Vice Chairman Managing Director YUNG, CON-SING JOHN 128,798,376 Magnetic Holdings Limited
Managing Director (Independent Director) CHEN, MU-TSAI 0 -
Director YUNG, CHU-KUEN 3,724,924 -
Director CHIOU, YI-JEN 3,321,733 -
Director HUANG, HUI-CHU 171,587,731 Tilsbury Investments Inc.
Director KUO, CHING-YI 168,134 -
Independent Director TSENG, KUO-LIEH 0 -
Independent Director FANG, YEN-LING 0 -

Book closure date: April 14 2026

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122


(Appendix No.5)

Other information should be disclosed

  1. Compensation of directors and employees :
    (1). The amount of directors' remuneration and employee compensation : Please see page 17 of this manual for details.
    (2). The discrepancy between that amount and the estimated figure for the fiscal year these expenses are recognized : None
    (3). The discrepancy, cause, and how it is treated : Not applicable

  2. Effect upon business performance and earnings per share of any stock dividend distribution proposed or the return on investment of shareholder : Not applicable.

(The Company has not disclosed financial forecasts for 2026, so it is impossible to estimate profit or loss, earnings per share or proposed data.)

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