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SUN YAD Proxy Solicitation & Information Statement 2025

Nov 18, 2025

51774_rns_2025-11-18_ef997def-0b2c-4aba-b287-653da70d7057.pdf

Proxy Solicitation & Information Statement

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Common stock code: 1316
Information reporting website URL: sii.tse.com.tw

SUN YAD CONSTRUCTION CO., LTD.

2025 First Extraordinary
Shareholders’ Meeting
Meeting Handbook

Form of Shareholders’ Meeting: Physical

9:00 am, November 7, 2025 (Friday)
Location: 4F, No. 250, Sec. 2, Yong Hua Rd., Anping
Dist., Tainan City
(The Company's conference hall)

Table of Contents

Page

Meeting Agenda...1
Reports...2
Election Matters...2
Discussion Matters...4
Extraordinary Motions...4

Appendix

Rules of Procedure for Board Meetings."See the table of pre- and post- amendment provisions...5
Rules of Procedure for Board Meetings...6
Articles of Incorporation...12
Rules of Procedures of Shareholders’ Meeting...21
Director Election Methods...31
Directors' Shareholding Position...34

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SUN YAD CONSTRUCTION CO.,LTD

Agenda for the 2025 First Extraordinary Shareholders’ Meeting

Date and Time: November 7, 2025 (Friday), at 9:00 a.m.

Venue: 4F, No. 250, Section 2, Yonghua Road, Anping District, Tainan City
(Company Conference Hall)

I. Announcement of the Meeting

II. Chairman's Remarks

III. Reports:

Revision of the Company's "Rules of Procedure for Board Meetings."

IV. Election Matters:

Re-election of the Company's Directors (including Independent Directors).

V. Discussion Matters: Lifting the Non-competition Restriction on the Newly Appointed
Directors (including Independent Directors).

VI. Extraordinary Motions

VII. Adjournment of the Meeting

III. Reports:

Proposal: Revision of the Company's "Rules of Procedure for Board Meetings."

Explanation: To strengthen the Board's operating procedures, the Company proposes to amend the "Rules of Procedure for Board Meetings." See the table of pre- and post-amendment provisions (pages 5 of this manual) and the revised "Rules of Procedure for Board Meetings" (pages 6-11 of this manual).

IV. Election Matters:

Proposal: Re-election of the Company's Directors (including Independent Directors). (Proposed by the Board of Directors)

Explanation:

  1. The terms of office of the Company's directors expire on May 26, 2025. In accordance with Article 195 of the Company Act, their terms of office will be extended until the newly elected directors take office.

  2. In accordance with the provisions of the Company's Articles of Association and the convening of the first extraordinary general meeting of shareholders in 2025, a general re-election of directors (including independent directors) will be held. Seven seats (including four independent directors) will be elected. The new directors will take office immediately after the extraordinary general meeting. Their term of office will be three years, from November 7, 2025, to November 6, 2028. They may be re-elected.

  3. The Company's directors (including independent directors) will be elected through a candidate nomination system. Shareholders are invited to select directors from the list of candidates. For information on the candidate list, please refer to the table below:

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NO Category Name Education Experience Current Position Shares Held
1 Director Representative of Cheng-Yao International Co., Ltd.: Chang, Yu-Ming EMBA, National Sun Yat-sen University Chairman of the Company, Yung-Jie Innovative Technology Co., Ltd., Shin-Lih Chemical Industrial Co., Ltd., Fei-Cheng Enterprise Co., Ltd., and Century Minsheng Technology Co., Ltd. Same as left 100,000
2 Director U-BEST INNOVATIVE TECHNOLOGY CO., LTD. : Tseng, Peng-Kuang Ph.D., Architecture, National Cheng Kung University General Manager of the Company; Adjunct Assistant Professor, Chang Jung Christian University & Kun Shan University; Director Representative of Century Minsheng Technology Co., Ltd. and Fei-Cheng Enterprise Co., Ltd. Same as left 19,983,085
3 Director U-BEST INNOVATIVE TECHNOLOGY CO., LTD. : Lee, Tung-Hung Associate Degree, Mechanical Engineering, Nan Jeon University of Science and Technology Director and legal representative of the company Same as left 19,983,085
4 Independent Director Lin, Chia-Chia LL.B., Soochow University; EMBA, National University of Kaohsiung Managing Partner, Yung-Chih Law Firm Same as left 0
5 Independent Director Yeh, Feng-Hua Ph.D. candidate, National Kaohsiung University of Science and Technology; MBA, National Sun Yat-sen University System Consultant, Diginet Corporation; Special Assistant to Chairman, Jing-Feng Industrial Co., Ltd.; Deputy General Manager, Hua-Hsing Industrial Co., Ltd. Deputy General Manager, Hua-Hsing Industrial Co., Ltd. 0
6 Independent Director Huang, Ling-Chen EMBA, National Yang Ming Chiao Tung University Vice President of ProLogium Technologies Co., Ltd. Group Human Resources Director of Weihua Technology Co., Ltd. Group Human Resources Director of Weihua Technology Co., Ltd. 0
7 Independent Director Chen, Yi-Chun M.B.A., Indiana University of Pennsylvania; B.S., Computer Science, Providence University Executive Secretary to Chairman, Tatian Precision Co., Ltd.; Senior Sales Representative (U.S. Line); Union Director; Management Trainee, Han-Lai Hotel Executive Secretary to Chairman, Tatian Precision Co., Ltd. 0

Election Results:

V. Discussion Matters:

Proposal: Lifting the Non-competition Restriction on the Newly Appointed Directors (including Independent Directors).

Explanation:

  1. Pursuant to Article 209 of the Company Act, directors must explain the significant details of their actions to the shareholders' meeting and obtain their approval if they engage in activities for themselves or others that fall within the scope of the company's business.

  2. Based on business development considerations and without prejudice to the interests of the company, we propose to request the extraordinary shareholders' meeting to approve the lifting of the non-competition restrictions on the newly elected directors and their representatives. The directors will also be required to provide additional information on the specific nature of their non-competition obligations before the discussion of this proposal.

Resolution:

VI. Extraordinary Motions

VII. Adjournment of the Meeting

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SUN YAD CONSTRUCTION CO.,LTD

Comparison Table of Amendments to the Rules of Procedure for the Board of Directors

Article Amended Provisions Current Provisions Explanation
Article 10 The Board of Directors shall conduct meetings in accordance with the agenda set forth in the meeting notice. However, the agenda may be changed with the consent of a majority of the attending directors. The Board of Directors shall conduct meetings in accordance with the agenda set forth in the meeting notice. However, the agenda may be changed with the consent of a majority of the attending directors. To strengthen the board's operating procedures.
Without the consent of a majority of the attending directors, the chairperson shall not declare the meeting adjourned at their own discretion. Without the consent of a majority of the attending directors, the chairperson shall not declare the meeting adjourned at their own discretion.
During the course of a Board meeting, if the number of directors present falls below a majority of attending directors, the chairperson shall, upon proposal by any director present, announce a temporary suspension of the meeting. The provisions of Paragraph 2, Article 7 shall apply mutatis mutandis. During the course of a Board meeting, if the number of directors present falls below a majority of attending directors, the chairperson shall, upon proposal by any director present, announce a temporary suspension of the meeting. The provisions of Paragraph 2, Article 7 shall apply mutatis mutandis.
If, during the course of a Board meeting, the chairperson is unable to preside over the meeting for any reason, or fails to announce adjournment in accordance with the preceding paragraph, the appointment of a proxy to act on behalf of the chairperson shall be handled in accordance with Paragraph 3, Article 4.

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SUN YAD CONSTRUCTION CO.,LTD

Board of Directors Rules of Procedure

Article 1: These Rules are formulated in accordance with Article 2 of the "Rules of Procedure for Board of Directors of Publicly Listed Companies." Board meetings of this Company shall be conducted in accordance with these Rules.

Article 2: The main agenda items, operating procedures, matters to be recorded in the minutes, announcements, and other matters to be observed of the Board of Directors of this Company shall be handled in accordance with these Rules.

Article 3: The Board of Directors of this Company shall notify each Director and Supervisor seven days in advance of any meeting and specify the meeting location, time, and reason for the meeting. However, in the event of an emergency, the meeting may be convened at any time without written notice. A Director may not object on the grounds that the notice was not given more than seven days prior. The meeting location and time shall be at the Company's location and during business hours, or at a location and time that is convenient for Directors to attend and appropriate for a Board of Directors meeting.

The matters listed in Article 11, Paragraph 1 of these Rules shall be included in the reason for the meeting and may not be proposed as an ad hoc motion. Article 4: The Board of Directors of this Company shall convene quarterly, convened and chaired by the Chairman. However, the first meeting of each Board of Directors shall be convened by the director with the most votes representing elective rights. If there are two or more persons holding the right to convene the meeting, they shall elect one person to serve as the chairperson.

Pursuant to Article 203, Paragraph 4, or Article 203-1, Paragraph 3, of the Company Act, a Board of Directors meeting shall be convened by a majority of the directors, with one person elected by the directors to serve as the chairperson.

If the Chairman is on leave or unable to exercise his/her duties for any reason, the Vice Chairman shall act as the chairperson.

If there is no Vice Chairman, or if the Vice Chairman is on leave or unable to exercise his/her duties for any reason, the Chairman shall designate a director to act as the chairperson.

If the Chairman does not designate an alternate, the directors shall elect one person to act as the chairperson.

Article 5: The Board of Directors of this Company designates the Finance Department as the department responsible for handling board meetings.

The department responsible for handling board meetings shall prepare the agenda for the meetings and provide sufficient meeting materials, which shall be sent along with the convening notice.

If a director believes that the meeting materials are insufficient, he/she may request supplementation from the department responsible for handling board meetings. If a director believes that insufficient information is available for a proposal discussed by the Board of Directors, the Board may, by resolution, postpone its deliberation.

Article 6: At Board of Directors meetings, a signature book shall be kept for attendance by attending directors for easy reference. Directors shall attend in person. If unable to attend in person, they may authorize another director to attend in accordance with the Company's Articles of Association. Such an authorized director may only be authorized by one person.

If a Board of Directors meeting is held via videoconference, a director participating via videoconference shall be deemed to be present in person.

When a director authorizes another director to attend by proxy, he or she shall provide a power of attorney at each meeting, outlining the scope of authorization and the reasons for the meeting.

Article 7: During meetings of the Board of Directors, the Board shall require the relevant administrative unit or management department to prepare relevant information for the attendance of the attending directors, as required by the meeting content, and shall designate relevant management department personnel to attend the meeting to report and respond to inquiries from the directors. Accountants, lawyers, or other professionals may also be invited to attend as necessary. The Chairman of the Board of Directors shall declare a meeting open when a majority of the directors are present at the meeting's scheduled time. If more than half of all directors are absent from the meeting, the Chairman may postpone the meeting for the day, up to a maximum of two postponements. If the meeting is still insufficient after two postponements, the Chairman shall reconvene the meeting in accordance with the procedures set forth in Article 3, Paragraph 1 of these Regulations.

The term "all directors" as referred to in the preceding paragraph and Article 15, Paragraph 2, Subparagraph 2, refers to those actually in office.

Supervisors may attend board meetings to express their opinions but may not vote.

Article 8: All board meetings shall be recorded or videotaped and preserved as evidence for at least five years. Such preservation may be electronic.

If litigation arises regarding matters resolved by the board of directors before the expiration of the preservation period specified in the preceding paragraph, the relevant audio or video recordings shall continue to be preserved until the conclusion of the litigation.

If a video conference is held, the video or audio recordings shall be deemed part of the meeting minutes and shall be properly preserved for the duration of the company's existence.

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Article 9: The agenda of the Company's regular Board of Directors meetings shall include at least the following items:

  1. Reporting Items:
    (1) Minutes of the previous meeting and its execution status.
    (2) Important financial and business reports.
    (3) Internal audit reports.
    (4) Other important reporting items.

  2. Discussion Items:
    (1) Items retained from the previous meeting.
    (2) Items scheduled for discussion at the current meeting.

  3. Ad hoc motions.

Article 10: The Board of Directors shall proceed in accordance with the procedures set forth in the meeting notice. However, such procedures may be altered with the consent of a majority of the directors present.

The Chairman may not adjourn a meeting without the consent of a majority of the directors present.

If, during a Board of Directors meeting, less than a majority of the directors present are present, the Chairman shall, upon a motion by a director present, adjourn the meeting and the provisions of Article 7, Paragraph 2 shall apply mutatis mutandis. If, during a board meeting, the chairman is unable to preside over the meeting for any reason or fails to adjourn the meeting in accordance with Paragraph 2, the provisions of Article 4, Paragraph 3 shall apply mutatis mutandis to the selection of his proxy.

Article 11: The following matters shall be brought to the attention of the board of directors of this company:

  1. The company's operating plan.
  2. Annual and semi-annual financial reports.
  3. The establishment or revision of internal control systems pursuant to Article 14-1 of the Securities and Exchange Act.
  4. The establishment or revision of procedures for handling major financial transactions such as the acquisition or disposal of assets, derivatives trading, lending funds to others, and endorsements or guarantees for others pursuant to Article 36-1 of the Securities and Exchange Act.
  5. The offering, issuance, or private placement of equity securities.
  6. The appointment or removal of the chairman of the board of directors, if the board does not have a managing director.
  7. The appointment and removal of the chief financial, accounting, or internal audit officers.
  8. Other matters that require resolution by shareholders or submission to the board of directors in accordance with Article 14-3 of the Securities and Exchange Act, or other major matters prescribed by the competent authority.

Independent directors shall attend any matters requiring resolution by the board of directors in accordance with Article 14-3 of the Securities and Exchange Act in person or by proxy. Any objection or reservation expressed by an independent director shall be recorded in the minutes of the board of directors' meeting. If an independent

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director cannot attend the board of directors' meeting in person to express his or her objection or reservation, he or she shall, unless there is a legitimate reason, provide a written statement in advance, which shall be recorded in the minutes of the board of directors' meeting.

Article 12: When the chairman deems that the discussion of a motion has reached a point where it can be put to a vote, he or she may adjourn the discussion and submit the motion to a vote.

If all directors present agree upon the motion, the motion shall be deemed approved. However, if any objection is expressed by the chairman, the motion shall be submitted to a vote.

The voting method shall be the chairman's consultation with all directors present for approval, and the voting method shall be one of the following:

  1. Show of hands or voting by voting machine.
  2. Roll call.
  3. Voting.
  4. Voting at the company's discretion.

The term "all directors present" as used in the preceding two paragraphs does not include directors who are not permitted to vote under Article 14, Paragraph 1.

Article 13: Unless otherwise provided for by the Securities and Exchange Act and the Company Act, resolutions of the board of directors must be approved by a majority of the directors present.

When amendments or alternatives to the same motion are adopted, the chairman shall determine the order of voting for them, along with the original motion. However, if one of the amendments is passed, the remaining motions shall be deemed rejected and no further vote shall be required.

If voting on a motion requires the appointment of scrutiny and vote counters, the chairman shall designate such scrutiny, provided that the scrutiny is a director.

The results of the vote shall be reported on the spot and recorded.

Article 14: Regarding proposals listed by the Board of Directors, directors or the legal entities they represent shall explain the essential details of their interests at the Board of Directors meeting. Directors who are likely to be detrimental to the interests of the company may state their opinions and answer questions, but may not participate in discussions or votes, and shall recuse themselves from such discussions and votes. They may not exercise voting rights on behalf of other directors.

A director's spouse, blood relative within the second degree of kinship, or a company with a controlling subsidiary relationship with a director who has an interest in a matter discussed at the preceding paragraph shall be deemed to have a personal interest in that matter.

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For directors who are prohibited from exercising their voting rights under the preceding two paragraphs, the resolutions of the Board of Directors shall be handled pursuant to Article 206, Paragraph 4, applying mutatis mutandis to Article 180, Paragraph 2 of the Company Act.

Article 15: Minutes of the Board of Directors' meetings shall be kept, and the minutes shall accurately record the following:

  1. The session (or year), time, and location of the meeting.
  2. The name of the Chairman.
  3. Director attendance, including the names and number of directors present, those on leave, and those absent.
  4. Names and titles of attendees.
  5. Names recorded.
  6. Matters to be reported.
  7. Matters discussed: The resolution method and results of each proposal, summaries of speeches by directors, supervisors, experts, and other personnel, any objections or reservations, as recorded or in written statements, and the written opinions of independent directors pursuant to Article 11, Paragraph 2.
  8. Prompt motions: The name of the proposer, the resolution method and results of the proposal, summaries of speeches by directors, supervisors, experts, and other personnel, any objections or reservations, as recorded or in written statements.
  9. Other matters to be recorded.

If any of the following circumstances exist in a board resolution, in addition to being recorded in the minutes, it must also be reported to the public information monitoring station designated by the Financial Supervisory Commission, Executive Yuan, within two days of the date of the board meeting:

  1. An independent director has an objection or reservation, as recorded or in written statements.
  2. Approved by more than two-thirds of all directors without the approval of the Company's Audit Committee.

The Board of Directors' attendance book forms part of the minutes and shall be properly preserved throughout the Company's existence.

Minutes must be signed or stamped by the chairperson and the recorder and distributed to all directors and supervisors within twenty days after the meeting. They shall also be included in the Company's important archives and properly preserved throughout the Company's existence.

The preparation and distribution of minutes under Paragraph 1 may be electronic.

Article 16: Except for matters required to be brought to the Board of Directors for discussion under Article 11, Paragraph 1, the Board of Directors may, as provided by law or the Articles of Incorporation, authorize the Chairman to exercise the powers of the Board of Directors. If the Chairman is on leave or unable to exercise his powers for any reason, the Vice Chairman shall act on his behalf. The terms of such authorization are as follows:

  1. Approve various important contracts.

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  1. Approve real estate mortgage loans and other loans.
  2. Approve the purchase and disposal of the Company's general property and real estate.
  3. Appoint directors and supervisors of investee companies. 5. Determination of the base date for capital increase or reduction and the base date for cash dividend distribution.

Article 17: These Regulations shall be implemented upon approval by the Board of Directors and submitted to the General Meeting of Shareholders. The same applies to amendments.

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(2025.05.22)

SUN YAD CONSTRUCTION CO., LTD.

Articles of Incorporation

Chapter 1 General Provisions

Article 1: The Company is organized in accordance with the Company Act, and named as SUN YAD CONSTRUCTION CO., LTD.. (formerly known as SUN YAD TECHNOLOGY CO., LTD.)

Article 2: The scope of the Company’s business is as follows:

  1. C805010 Manufacture of Plastic Sheets, Pipes and Tubes
  2. F107200 Wholesale of Chemical Feedstock
  3. CC01080 Electronics Components Manufacturing
  4. F401010 International Trade
  5. F218010 Retail Sale of Computer Software
  6. F118010 Wholesale of Computer Software
  7. I301010 Information Software Services
  8. I401010 General Advertisement Service
  9. F113050 Wholesale of Computers and Clerical Machinery Equipment
  10. J901020 Regular Hotel
  11. F501060 Restaurants
  12. H701010 Housing and Building Development and Rental
  13. H701050 Investment, Development and Construction in Public Construction
  14. H701060 New Towns, New Community Development
  15. H703090 Real Estate Business
  16. H703100 Real Estate Leasing
  17. F111090 Wholesale of Building Materials
  18. C901020 Glass and Glass Products Manufacturing
  19. ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.

Article 3: The Company’s headquarters is located in Tainan City, Taiwan. The Company may set up branches or representative offices at home or abroad subject to resolutions by the Board of Directors, if necessary.

Article 4: The Company shall make announcements, if any, in the manner referred to in Article 28 of the Company Act and securities competent authority’s regulations and laws.

Chapter 2 Shares

Article 5: The Company’s total capital is NT$5 billion, which is divided into 500 million shares with a par value of NT$10 per share, and the Board of Directors is authorized to issue the shares in tranches. Among other things, from them, 30 million shares are retained for issuance of employee stock warrants.

Article 6: The share certificates of the Company shall be registered, and bear the signatures or seals of directors representing the Company and may only be issued subject to certification by the competent authority. The Company may consolidate the shares to convert them for large-denomination stocks per TDCC’s request. (The Company may issue new shares exempted from the requirements on the printing of stock certificates pursuant to laws.)

Article 7: The Company’s shareholders service may be performed in accordance with the “Regulations Governing the Administration of Shareholder Services of Public Companies” promulgated by the competent authority.

Article 8: The Company’s transfer of shares to its employees at the price lower than the average price of the shares bought back by it or issuance of employee stock warrants at the subscription price lower than the closing price of the Company’s ordinary shares prevailing on the date of issuance, if any, shall be subject to approval by more than two-thirds of the shareholders present at a shareholders’ meeting attended by the shareholders representing more than a majority of the total outstanding shares.

Article 9: Deleted

Article 10: The recipients of the shares retained for subscription by employees from the new shares issued by the Company pursuant to Article 267 of the Company Act and restricted share awards (RSAs) issued by the Company, if any, include the employees of parents or subsidiaries of the Company meeting certain specific requirements. The Board of Directors is authorized to determine the specific requirements.

Article 11: The transfer of shares shall be suspended 60 days before an annual general meeting, 30 days before a special shareholders’ meeting, and at least five days before the Company decides to pay out dividends, bonuses, or other benefits.

Chapter 3 Shareholders’ Meetings

Article 12: There are two types of shareholder meetings, annual general meetings and extraordinary general meetings. General meetings are held once a year and shall be held within six months after the end of each fiscal year. The board of directors shall notify all shareholders at least 30 days in advance when convening the meeting. Extraordinary general meetings, when necessary, are held with all shareholders notified at least 15 days in advance by the board of directors.

When the Company convenes a shareholders’ meeting, shareholders are allowed to exercise their voting rights by way of electronic transmission alternatively. The relevant operations shall be governed by the competent authority’s requirements.

Article 12-1: A shareholders’ meeting can be held by means of visual communication network or other methods promulgated by the central competent authority. Where the securities competent authority has defined the requirements to

be satisfied, operating procedure and other compliance matters for a shareholders' meeting held by means of visual communication network separately, the same shall apply.

Article 13: Any shareholder who is unable to attend a shareholders' meeting in person may appoint a proxy to attend the meeting to exercise voting rights on their behalf by personally presenting a power of attorney, executed or sealed by themselves, indicating the scope of power, in accordance with Article 177 of the Company Act and Article 25-1 of the Securities and Exchange Act.

Article 14: If a shareholders' meeting is convened by the Board of Directors, the meeting shall be chaired by the Chairman. When the Chairman is absent, the Chairman shall appoint one of the directors to act as the chair. Where the Chairman fails to not make such a designation, the directors shall elect from among themselves one person to serve as the chairperson. If a shareholders' meeting is convened by a party with the power to convene other than the Board of Directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually elect a chairperson from among themselves.

Article 15: Unless otherwise provided or restricted by laws, the Company's shareholders are entitled to one vote per share.

Article 16: Resolutions at a shareholders' meeting shall, unless otherwise provided for in the Articles of Incorporation or the Company Act, be adopted by a majority vote of the shareholders present, who represent more than one-half of the total number of voting shares.

Article 17: Matters relating to the resolutions by a shareholders' meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chairperson of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. (The minutes shall record a summary of the essential points of the proceedings and the results of the meeting. The minutes, together with the present directors' attendance book and power of attorney for proxies, if any, shall be kept by the Company pursuant to laws.) The meeting minutes may be given to each shareholder in the form of a public announcement.

Chapter 4 Directors and Supervisors

Article 18: The Company shall have 7~9 directors on the Board. Their term of office is three years. The election of directors adopts the candidate nomination system. The shareholders' meeting shall elect such directors from the roster of candidates, and the directors shall be eligible for re-elections. (The number of registered shares held by all directors shall be no less than a specific percentage of the total paid-in capital shares of the Company. The percentage shall be decided subject to the competent authority's requirements.)

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The directors referred to in the preceding paragraph shall include no less than 3 independent directors who shall be no less than one-fifth of the number of directors.

Independent directors and non-independent directors shall be elected at the same time, but in separately calculated numbers.

The professional qualifications, restrictions on shareholdings and concurrent positions held, assessment of independence, method of nomination and appointment, exercise of duties, and other matters for compliance with respect to independent directors shall be prescribed in accordance with the Company Act and the regulations prescribed by the competent authority in charge of the security.

The Company may maintain the liability insurance for the directors of the Board of Directors of each term, subject to their job duty.

Article 18-1: When the Company may establish an Audit Committee in accordance with Article 14-4 of the Securities and Exchange Act, the Audit Committee shall be responsible for performing the supervisors' duties as stipulated in the Companies Act, the Securities and Exchange Act, and other related laws and regulations.

The Audit Committee shall be composed of the entire number of independent directors. It shall not be fewer than three persons in number, one of whom shall be convener, and at least one of whom shall have accounting or financial expertise.

The Company's Board of Directors may establish the Audit Committee and Remuneration Committee pursuant to laws. It may also establish any other functional committees, and the articles of association thereof shall be enacted by the Board of Directors separately.

The number of members, term of office, powers and rules of procedure for meetings of the Audit Committee shall follow the Regulations Governing the Exercise of Powers by Audit Committees of Public Companies.

Article 19: When the number of directors falls short by one-third of the total number of directors, the Board of Directors shall convene a special shareholders meeting within 60 days of the occurrence of that fact to hold a by-election for directors. The term of newly elected directors shall continue for the original term of the directors replaced.

Article 20: In case no election of new directors is effected after the expiration of the term of office of existing directors, the term of office of out-going directors shall be extended until the time new directors have been elected and assumed their office.

Article 21: The Board of Directors shall consist of all directors. The Chairman shall be elected by a majority of the directors present at a Board meeting attended by at least two-third of all directors from among themselves. The Chairman shall execute the Company's business pursuant to laws, Articles of Incorporation, and resolution of the shareholders' meetings and Board of Directors meetings.

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Article 22: The Company’s business policy and other important matters shall be resolved by the Board of Directors. Except for the 1st meeting of the Board of Directors of each term, which shall be convened in accordance with Article 203 of the Company Act, the other meetings shall be convened and chaired by the Chairman of Board. When the Chairman is for any reason unable to exercise the powers of the chairperson, the Chairman shall designate one director to act on their behalf. Where the Chairman does not make such a designation, the directors shall select from among themselves one person to serve as chairperson. In calling a meeting of the Board of Directors, a notice shall be given to each director at least 7 days prior to the scheduled meeting date. In the case of emergency, however, the meeting may be convened at any time. The meeting notice may be given by correspondence or via fax or email.

Article 23: Unless otherwise provided by the Company Act, the resolutions by the Board of Directors shall be adopted by more than half of the directors present at a Board meeting attended by more than half of all directors. Any director who is unable to attend the meeting with causes may appoint another director to attend the meeting on their behalf by personally presenting a power of attorney indicating the scope of power. However, a director may accept the appointment to act as the proxy of one other director only.

Article 24: Resolutions adopted by a Board of Directors meeting shall be recorded in the minutes of the meeting, which shall be affixed with the signature or seal of the chairperson of the meeting and distributed to each director of the Company within twenty days after the close of the meeting. The minutes shall record a summary of the essential points of the proceedings and the results of the meeting. The minutes, together with the present directors’ attendance book and power of attorney for proxies, if any, shall be kept by the Company pursuant to laws.

Article 25: Deleted.

Article 25-1: The Board of Directors is authorized to decide the limit of investment made by the Company flexibly by taking into consideration the actual circumstances, irrelevant with the provision under the Company Act requiring that the total investment shall be no more than 40% of the Company’s paid-in capital.

Article 25-2: The Company may make endorsements/guarantees for others, subject to approval per resolution by the Board of Directors.

Article 25-3: Compensation to the Company’s directors/supervisors for performance of job duties must be paid, irrelevant of the profit or loss retained by the Company. The Board of Directors is authorized to determine the compensation to them subject to their engagement in and contribution to the Company’s operations and based on the pay level adopted by peer companies. Where the Company retains earnings, remuneration shall be

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allocated in accordance with Article 29 of the Articles of Incorporation separately.

Chapter 5 Managers & Employees

Article 26: The Company may appoint CEO, President, Vice President and several managerial officers, whose appointment, dismissal and remuneration shall be handled in accordance with Article 29 of the Company Act. (per the resolution approved by a majority of the directors present at a meeting attended by a majority of the directors). The scope of the managers’ authority to manage the Company’s business and enter their signature for the Company’s business shall be set forth by the Board of Directors separately.

Article 27: Deleted.

Article 28: Deleted.

Chapter 6 Final Accounting

Article 29: At the end of each fiscal year, the Company shall have the Board of Directors prepare the following documents, and submit them to the Audit Committee for audit within 30 days prior to an annual general meeting, then to the annual general meeting for ratification.

  1. Business report
  2. Financial statements
  3. Proposal for the distribution of earnings and accumulated deficit compensation.

Article 29-1: Annual profits concluded by the Company, if any, shall be subject to employee remuneration of $1\% \sim 10\%$, and director remuneration of no more than $5\%$. However, profits must first be taken to offset against accumulated deficit, if any.

The remuneration of employees may be paid in the form of stock or in cash. The recipients of the employee remuneration paid in the form of stock or in cash shall include the employees of parents or subsidiaries of the Company meeting certain specific requirements. The Board of Directors is authorized to determine the specific requirements.

Said profit refers to the income before the pre-tax income less the remuneration to employees and directors for the current year.

The Company may, by a resolution adopted by a majority vote at a meeting of the Board of Directors attended by two-third of the total number of directors, distribute the remuneration to employees and directors, and report the distribution to a shareholders’ meeting.

Article 30: The industry in which the Company is engaged is highly competitive. In consideration of the capital expenditure needs and robust financial planning, the following dividend policy is adopted in order to secure the Company’s sustainability:

1.1 The Company may allocate earnings or compensate losses at the end of each half of the fiscal year.

Shall there be earnings at the end of each half of the fiscal year, it is

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necessary to estimate and retain tax payable, cover any accumulated deficit pursuant to laws, estimate and retain the remuneration to employees, and set aside 10% thereof as the legal reserve, unless the legal reserve reaches the total paid-in capital of the Company. Meanwhile, the Company shall allocate or reverse special reserve pursuant to relevant laws or the competent authority’s requirements. If there is a surplus, the balance and the accumulated undistributed surplus shall be allocated as shareholder bonus subject to the allocation plan proposed by the Board of Directors. Where the same shall be distributed in the form of issuance of new shares, such matter shall be first submitted to the Shareholders’ Meeting for resolution before distribution. Where the same is distributed in cash, the distribution shall be subject to a special resolution made by the Board of Directors.

1.2 The earnings generated after the annual settlement shall be used to pay all the taxes and offset against the accumulated losses from the previous years pursuant to laws, and 10% shall be set aside as the legal reserve, unless the legal reserve reaches the paid-in capital of the Company. Certain amount may be retained from the surplus, after allocation or reversal of special reserve pursuant to Article 41 of the Securities and Exchange Act, plus the undistributed earnings at the beginning of the period, subject to the overview of business and balanced dividend policy. Then, the surplus, if any, plus the accumulated undistributed surplus in the previous years may be allocated based on the earnings allocation plan proposed by the Board of Directors, per the resolution made by a shareholders’ meeting.

According to Article 240 and Article 241 of the Company Act, the Company authorizes the Board of Directors to distribute the dividends and bonuses, or legal reserve and capital surplus, to be allocated, in whole or in part, in cash after a resolution has been adopted by a majority votes at a meeting of the Board of Directors attended by two-third of the total number of directors, and report the distribution to the shareholders’ meeting.

  1. Conditions and timing for distribution of dividends:

In order to support the Company’s long-term growth, the Company’s dividend distribution policy aims to satisfy future business development. After taking into consideration the conditions, such as robust financial structure, maintenance of stable dividends, and protection of reasonable remuneration to shareholders comprehensively, the Board of Directors

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prepares the earnings allocation plan in accordance with the Articles of Incorporation. When it adopts the issuance of new shares, the distribution shall be subject to approval of a shareholders' meeting and also the competent authority.

3.1 (semi-annual basis)

Distribution ratio of cash dividends and stock dividends: The Company's shareholder bonus is distributed in the form of stock dividends and cash dividends. In consideration of the balanced and stable dividend policy, the Company allocates 30% of the distributable earnings as the shareholder bonus on a semi-annual basis, provided that where the distributable earnings are less than 10% of the paid-in capital, no bonus may be distributed per resolution of the Board of Directors. The shareholder bonus may be distributed in the form of stock or in cash, provided that the cash dividend shall be no less than 10% of the total dividends.

3.2 (annual basis)

Distribution ratio of cash dividends and stock dividends: The Company's shareholder bonus is distributed in the form of stock dividends and cash dividends. In consideration of the balanced and stable dividend policy, the Company allocates 30% of the distributable earnings as the shareholder bonus at the end of each fiscal year, provided that where the distributable earnings are less than 10% of the paid-in capital, no bonus may be distributed per resolution of the Board of Directors. The shareholder bonus may be distributed in the form of stock or in cash, provided that the cash dividend shall be no less than 10% of the total dividends.

Notwithstanding, the Board of Directors, after taking into consideration the Company's business and capital expenditure needs, may adjust the distribution ratio of cash and stock dividends, and distribute the same in the form of the issuance of new shares based on the allocation plan prepared by it and as resolved by a shareholders' meeting.

Chapter 7 Supplementary Provisions

Article 31: The rules and regulations of the Company and the detailed procedures shall be established by the Board of Directors separately.

Article 32: Any matters not covered herein shall be governed in accordance with the Company Act and other laws and regulations.

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Article 33: The Articles were established on November 28, 1979. Amended on January 7, 1980, September 10, 1980, June 29, 1981, August 7, 1983, June 5, 1984, April 5, 1987, April 13, 1988, December 6, 1989, January 8, 1990, June 30, 1990, November 30, 1990, May 15, 1991, March 15, 1992, April 18, 1993, May 29, 1994, June 11, 1995, May 25, 1997, May 17, 1998, June 12, 1999, May 10, 2000, June 23, 2001, June 15, 2002, June 14, 2003, June 18, 2005, June 24, 2006, June 17, 2008, June 17, 2010, June 10, 2011, April 18, 2012, January 3, 2013, May 7, 2013, June 20, 2014, June 23, 2015, June 22, 2016, June 20, 2017, June 26, 2018, June 24, 2019, June 30, 2020, and May 27, 2022.

SUN YAD CONSTRUCTION CO., LTD.

Chairman: Chang Yu-Ming

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SUN YAD CONSTRUCTION CO., LTD.
Rules of Procedure for Shareholders' Meetings

Article 1

To establish a sound shareholder governance system for our company, improve its supervisory functions, and strengthen its management capabilities, these rules are hereby promulgated in accordance with Article 5 of the Code of Corporate Governance for Listed and OTC Companies for your reference.

Article 2

The rules of procedure for shareholders' meetings of this company shall be in accordance with these rules, unless otherwise provided by laws or the Articles of Association.

Article 3

Unless otherwise provided by law, the shareholders' meeting of the Company shall be convened by the Board of Directors.

Thirty days before a regular shareholders' meeting or fifteen days before an extraordinary shareholders' meeting, the Company shall prepare an electronic file of the notice of shareholders' meeting, proxy forms, and the proposals and explanatory materials for each resolution, including approval proposals, discussion proposals, and matters concerning the election or dismissal of directors and supervisors, and transmit it to a public information monitoring station. Twenty-one days before a regular shareholders' meeting or fifteen days before an extraordinary shareholders' meeting, the Company shall prepare an electronic file of the meeting's agenda and supplementary materials and transmit it to a public information monitoring station. Fifteen days before the meeting, the meeting's agenda and supplementary materials shall be prepared and made available to shareholders at any time. The materials shall be displayed at the Company and its designated professional stock affairs agency and distributed at the meeting.

The notice and announcement shall clearly state the reason for the meeting; with the consent of the counterparty, the notice may be made electronically.

The appointment or removal of directors or supervisors, amendments to the articles of association, capital reductions, applications for suspension of public offerings, director non-compete permits, capitalization of earnings or reserves, company dissolution, merger, split-up, or matters

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under the subparagraphs of Article 185, Paragraph 1 of the Company Act, Article 26-1 and Article 43-6 of the Securities and Exchange Act, and Article 56-1 and Article 60-2 of the Regulations Governing the Offering and Issuance of Securities by Issuers shall be listed and explained in the reasons for convening the meeting and may not be proposed as an ad hoc motion. The main contents of the meeting may be posted on the website designated by the securities regulatory authority or the company, and the website address shall be included in the notice.

The reason for convening the shareholders' meeting shall state the comprehensive re-election of directors and supervisors and the date of their appointment. After the re-election is completed at the shareholders' meeting, the date of their appointment shall not be changed by temporary motion or other means at the same meeting.

Shareholders holding 1% or more of the total issued shares may submit a proposal to the company for a regular shareholders' meeting. Proposals submitted in excess of one proposal shall not be considered for the meeting. Furthermore, if a shareholder proposal falls under any of the circumstances specified in Article 172-1, Paragraph 4 of the Company Act, the board of directors may not consider it a proposal. Shareholders may submit a proposal to urge the company to promote public interests or fulfill its social responsibilities. Procedural requirements shall be in accordance with Article 172-1 of the Company Act, and the proposal shall be limited to one proposal. Proposals submitted in excess of one proposal shall not be considered for the meeting.

Before the date that stock transfers are suspended prior to the convening of a regular shareholders' meeting, the company shall publicly announce the acceptance of shareholder proposals, the method for written or electronic acceptance, the location of acceptance, and the period of acceptance. The acceptance period shall not be less than ten days.

A proposal submitted by a shareholder shall be limited to 300 words. If the proposal exceeds 300 words, it shall not be included in the agenda. The proposing shareholder shall attend the regular shareholders' meeting in person or by proxy and participate in the discussion of the proposal. The company shall notify the shareholder who proposed the proposal of the results of the proceedings prior to the date the shareholders' meeting was convened, and shall include the proposals that meet the requirements of this article in the meeting notice. For shareholder proposals not included in the agenda, the board of directors shall explain the reasons for not including them at the shareholders' meeting.

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Article 4

At each shareholders' meeting, a shareholder may authorize an agent to attend the meeting by producing a power of attorney issued by the Company specifying the scope of authorization.

A shareholder may issue one power of attorney, which may be used to appoint only one person, and it must be delivered to the company five days before the shareholders' meeting. If there are duplicate power of attorneys, the first one delivered will prevail. However, this does not apply to a shareholder who revokes a previous power of attorney.

After the proxy is delivered to this company, any shareholder who wishes to attend the shareholders' meeting in person or to exercise his voting rights in writing or electronically shall notify this company in writing two days prior to the shareholders' meeting of the revocation of the proxy. If the proxy is revoked after this deadline, the voting rights exercised by the proxy in attendance shall prevail.

Article 5 (Principles for the venue and time of shareholders' meetings)

Shareholders' meetings shall be held at the company's location or at a location convenient for shareholders and suitable for holding shareholders' meetings. Meetings shall begin no earlier than 9:00 a.m. or later than 3:00 p.m. The location and time of the meeting shall be determined with full consideration of the opinions of the independent directors.

Article 6 (Preparation of signature books and other documents)

The Company shall specify in the meeting notice the time and location for shareholders to register, as well as other matters that should be noted. The registration time for shareholders referred to in the preceding paragraph shall be at least thirty minutes before the start of the meeting; the registration area shall be clearly marked and properly staffed.

Shareholders themselves or their authorized agents (hereinafter referred to as "shareholders") shall attend shareholders' meetings by presenting attendance certificates, attendance cards, or other attendance credentials. The Company shall not arbitrarily require additional supporting documents to be provided by shareholders in addition to the

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supporting documents provided by shareholders for attendance. The solicitor of a proxy request shall also bring identification documents for verification.

The Company shall set up a signature book for attending shareholders to sign in, or the attending shareholders shall submit a sign-in card in lieu of signing in.

The Company shall deliver the meeting manual, annual report, attendance certificates, speaking slips, voting papers, and other meeting materials to shareholders attending the meeting; if there is an election for directors or supervisors, a separate ballot paper shall be provided.

When the government or a legal person is a shareholder, the number of representatives attending shareholders' meetings is limited to one. When a legal person is entrusted to attend a shareholders' meeting, it may only designate one representative to attend.

Article 7 (Chairman and Attendees of Shareholders' Meetings)

If a shareholders' meeting is convened by the board of directors, the chairman of the board shall serve as chairperson. If the chairman is on leave or unable to exercise his duties for any reason, the vice chairman of the board shall act as chairperson. If there is no vice chairman of the board or the vice chairman is on leave or unable to exercise his duties for any reason, the chairman of the board shall designate a managing director to act as chairperson. If there is no managing director, a director shall be designated as chairperson. If the chairman of the board does not designate an agent, the managing director or a director nominated by each of the directors shall act as chairperson.

The chairman in the preceding paragraph shall be a managing director or a director acting as the chairman, who shall have served for more than six months and have a good understanding of the company's financial and business conditions.

The chairman shall be the managing director or director of the company. The same applies if the chairman is the representative of a legal person director.

The chairman of the board of directors shall personally preside over shareholders' meetings convened by the board of directors, and his attendance shall be recorded in the minutes of the shareholders' meeting. If a shareholders' meeting is convened by a person other than the board of directors, the chairman shall be the person who convenes the meeting.

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When there are more than two persons, they shall elect one person to take the role.

The Company may designate its appointed lawyers, accountants, or other relevant personnel to attend shareholders' meetings.

Article 8 (Recording or video recording of shareholders' meetings)

The Company will continuously and uninterruptedly record the entire process of shareholder registration, meeting proceedings, and voting and counting.

The audiovisual materials referred to in the preceding paragraph shall be preserved for at least one year. However, if a shareholder files a lawsuit pursuant to Article 189 of the Company Act, such materials shall be preserved until the conclusion of the lawsuit.

Article 9

Attendance at a shareholders' meeting shall be calculated based on shares held. The number of shares present shall be calculated based on the signature book or attendance cards submitted, plus the number of shares voted on in writing or electronically.

When the meeting time arrives, the Chairman shall declare the meeting open. However, if shareholders representing a majority of the total issued shares are not present, the Chairman may adjourn the meeting. The number of adjournments is limited to two, and the total duration of the adjournment shall not exceed one hour. If, after two adjournments, there are still fewer shareholders representing more than one-third of the total issued shares present, the Chairman shall declare the meeting adjourned. If the meeting is still insufficient after two postponements as referred to in the preceding paragraph and there are shareholders representing more than one-third of the total issued shares present, a fictitious resolution may be made in accordance with the provisions of Article 175, Paragraph 1 of the Company Act, and the fictitious resolution shall be notified to all shareholders and another shareholders' meeting shall be convened within one month.

If, before the conclusion of a meeting, the number of shares represented by the shareholders present reaches a majority of the total issued shares, the chairman may submit the prepared provisional resolution to a new vote at the shareholders' meeting in accordance with Article 174 of the Company Act.

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Article 10

If a shareholders' meeting is convened by the board of directors, the agenda shall be set by the board of directors. Relevant proposals shall be voted on ease-by-case. The meeting shall proceed according to the scheduled agenda and shall not be changed without the resolution of the shareholders' meeting.

If a shareholders' meeting is convened by a person other than the board of directors with the authority to convene the meeting, the provisions of the preceding paragraph shall apply mutatis mutandis.

Before the proceedings (including ad hoc motions) scheduled under the preceding two paragraphs are concluded, the Chair may not adjourn the meeting without a resolution. If the Chair violates the rules of procedure and adjourns the meeting, the other members of the Board of Directors shall promptly assist the shareholders present in electing a chairperson in accordance with legal procedures, with the consent of a majority of the voting rights of the shareholders present, and the meeting shall continue. The Chairman shall provide sufficient opportunity for explanation and discussion of proposals and amendments or ad hoc motions proposed by shareholders. When he deems that the proposals have reached the point where they can be put to a vote, he may declare a halt to the discussion, put the proposal to a vote, and arrange sufficient time for voting.

Article 11 (Shareholders' Statements)

Before attending a shareholder meeting to speak, shareholders must first fill out a speech slip stating the main points of their speech, shareholder account number (or attendance certificate number) and account name. The chairman will determine the order in which they will speak.

A shareholder present at the meeting who merely submits a speech slip but does not speak will be deemed not to have spoken. In the event of a discrepancy between the content of the speech and that recorded on the speech slip, the speech content will prevail.

Each shareholder may speak on the same motion no more than twice without the chairman's consent, and each speech may not exceed five minutes. However, if a shareholder's speech violates the rules or goes beyond the scope of the agenda, the chairman may stop him or her from speaking.

When shareholders are speaking, other shareholders may not interfere by speaking unless they have obtained the consent of the chairman and the shareholder speaking. The chairman shall stop any violation.

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When a corporate shareholder designates two or more representatives to attend a shareholders' meeting, only one person may speak on the same motion.

After the shareholders speak, the Chairman may respond in person or designate relevant personnel.

Article 12 (Calculation of Voting Shares and Recusal System)

Voting at a shareholders' meeting shall be calculated based on shares.

The number of shares held by shareholders without voting rights shall not be counted in the total number of issued shares as determined by a shareholders' meeting.

A shareholder who has a personal interest in a meeting matter that may be detrimental to the interests of the company shall not vote, nor may he exercise voting rights on behalf of another shareholder.

The number of shares for which voting rights are not exercised as referred to in the preceding paragraph shall not be counted in the number of votes of shareholders present at the meeting.

affairs agencies approved by the competent securities authority, when one person is entrusted by two or more shareholders simultaneously, the voting rights that such person holds as proxy shall not exceed 3% of the voting rights of the total issued shares. If such voting rights exceed 3% of the total voting rights of the issued shares, such excess voting rights shall not be counted.

Article 13

do not have voting rights as specified in Article 179, Paragraph 2 of the Company Law.

When the Company convenes a shareholders' meeting, voting rights shall be exercised electronically and may be exercised in writing. When voting rights are exercised in writing or electronically, the method of exercise shall be specified in the notice convening the shareholders' meeting.

Shareholders who exercise their voting rights in writing or electronically shall be deemed to be present in person at the shareholders' meeting.

However, any temporary motions or amendments to the original resolutions at that meeting shall be deemed to have been abstained from voting.

Therefore, the Company is advised to refrain from proposing temporary motions or amendments to the original resolutions.

Where voting rights are exercised in writing or electronically as provided in the preceding paragraph, the expression of intent shall be delivered to

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the company two days prior to the shareholders' meeting. In the event of duplicate expressions of intent, the earliest delivered shall prevail. However, this does not apply to declarations of revocation of prior expressions of intent.

If a shareholder wishes to attend a shareholders' meeting in person after exercising his voting rights in writing or electronically, he shall revoke his intention to exercise his voting rights in the preceding paragraph two days before the shareholders' meeting in the same manner as he exercised his voting rights. If he revokes his intention to exercise his voting rights after the deadline, he shall do so in writing or electronically. Voting rights exercised electronically shall prevail.

If voting rights are exercised in written or electronic form and a proxy is appointed to attend the shareholders' meeting, the voting rights exercised by the proxy shall prevail.

Unless otherwise provided by the Company Law or the Company's Articles of Association, resolutions must be approved by a majority of the voting rights of shareholders present. The Chairman or his/her designee shall announce the total number of voting rights held by shareholders present, and shareholders shall vote on each resolution. The results shall be entered into the Public Information Observation Center on the same day following the shareholders' meeting.

When there are amendments or alternatives to the same motion, the chair shall determine the order of voting on them, along with the original motion. If one of these amendments is passed, the remaining motions shall be deemed rejected and shall not be voted on again.

The persons who monitor and count votes during the voting on the proposals shall be responsible for:

The person shall be appointed by the Chairman, but the scrutineer shall be a shareholder.

The counting of votes for shareholders' meetings or election proposals shall be conducted in a public area within the shareholders' meeting venue. After the counting is completed, the voting results shall be announced on the spot and recorded.

Article 14 (Election Matters)

When a shareholders' meeting elects directors and supervisors, it shall be conducted in accordance with the relevant election regulations established by the Corporation and the election results, including the names of the

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elected directors and supervisors and their elected votes, shall be announced on the spot.

Ballots for the elections referred to in the preceding paragraph shall be sealed and signed by the scrutineers and kept in safekeeping for at least one year. However, if a shareholder files a lawsuit pursuant to Article 189 of the Company Act, such ballots shall be kept until the conclusion of the lawsuit.

Article 15

Minutes of the shareholders' meeting shall be prepared and signed or chop-marked by the chairman. These minutes shall be distributed to all shareholders within 20 days after the meeting. Minutes may be prepared and distributed electronically.

The Company may distribute the minutes of the preceding paragraph by posting them on a public information monitoring station.

Minutes of meetings shall accurately record the year, month, day, location, name of the chairperson, method of resolution, key points of proceedings, and voting results (including statistical weights). When electing directors or supervisors, the number of votes received by each candidate shall be disclosed. Minutes shall be permanently preserved during the existence of the Company.

Article 16 (External Announcement)

acquired by the solicitor and the number of shares held by the authorized agent shall be clearly displayed at the shareholders' meeting on the day of the shareholders' meeting in a statistical table compiled in accordance with the prescribed format.

If any resolution of a shareholders' meeting contains material information as required by law or the regulations of the Taiwan Stock Exchange Corporation (GTSM), this Corporation shall transmit the content to the public information monitoring platform within the prescribed time.

Article 17 (Maintaining Order at the Venue)

Personnel conducting shareholders' meetings shall wear identification badges or armbands.

The Chairperson may direct patrol officers or security personnel to assist in maintaining order at the meeting. Patrol officers or security personnel

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must wear "Patrol Officer" armbands or identification badges while assisting in maintaining order.

If the meeting venue is equipped with a loudspeaker, the chairman may stop any shareholder from speaking using equipment other than that provided by the company.

If a shareholder violates the rules of procedure and refuses to comply with the chairman's correction, thereby disrupting the progress of the meeting and refuses to comply after being stopped, the chairman may direct the marshals or security personnel to ask the shareholder to leave the meeting venue.

Article 18 (Rest and Continued Gatherings)

During a meeting, the chairman may, at his discretion, announce a break. In the event of force majeure, the chairman may rule to temporarily suspend the meeting and, depending on the circumstances, announce the time for the continuation of the meeting.

If the venue for the meeting becomes unavailable before the completion of the agenda (including ad hoc motions) scheduled for the shareholders' meeting, the shareholders' meeting may resolve to find another venue to continue the meeting.

A shareholders' meeting may, in accordance with Article 182 of the Company Act, resolve to postpone or continue the meeting within five days.

Article 19

These rules shall be implemented after approval by the shareholders' meeting, and the same shall apply to amendments.

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SUN YAD CONSTRUCTION CO., LTD.

Director Election Methods

  1. The election of directors of this company shall be conducted in accordance with the provisions of these Regulations.

  2. Unless otherwise provided in the Articles of Association, the election of directors of the Company shall be conducted by cumulative ballot voting. The name of the elector may be replaced by the shareholder account number or attendance certificate number printed on the ballot. Each share, based on its voting rights, has the right to vote for the same number of directors to be elected. The electoral power may be pooled to elect one person or divided among several persons.

  3. The board of directors shall prepare ballots equal to the number of directors to be elected, add the weights, and distribute them to shareholders attending the shareholders' meeting.

  4. The selection of directors of the Company shall take into account the overall composition of the Board of Directors. The composition of the Board of Directors shall take into account diversity and formulate appropriate diversity policies based on its own operations, operating model and development needs. The following two major criteria should be included but not limited to:

  5. Basic qualifications and values: gender, age, nationality and culture, etc.

  6. Professional knowledge and skills: professional background (such as law, accounting, industry, finance, marketing or technology), professional skills and industry experience.

Experience, etc.

Board members must possess the knowledge, skills, and qualities necessary to perform their duties. The overall capabilities required are as follows:
1. Operational judgment;
2. Accounting and financial analysis skills;
3. Management skills;
4. Crisis management skills;
5. Industry knowledge;
6. International market perspective;
7. Leadership skills;
8. Decision-making ability.

Directors must comprise a majority of the seats and may not be spouses or relatives within the second degree of kinship.

The Company's Board of Directors shall consider adjusting the composition of the Board of Directors based on the results of the performance evaluation.

  1. Delete.

  2. The qualifications of the Company's independent directors shall comply with Articles 2, 3, and 4 of the "Regulations Governing the Appointment of Independent Directors of Publicly Listed Companies and Regulations Governing Regulations."

"The appointment of the Company's independent directors shall comply with Articles 5, 6, 7, 8, and 9 of the "Regulations Governing the Appointment of Independent Directors of Publicly Listed Companies and Regulations Governing Regulations," and shall be conducted in accordance with Article 24 of the "Code of Corporate Governance for Listed and OTC Companies."

  1. The election of directors of the Company shall be conducted in accordance with the

candidate nomination procedures prescribed in Article 192-1 of the Company Act. To review the qualifications, educational background, and whether a director candidate meets the conditions listed in Article 30 of the Company Act, no additional documents supporting other qualifications shall be arbitrarily submitted. The results of this review shall be provided to shareholders for their reference so that they can elect qualified directors and supervisors.

If the number of directors is less than five due to any reason, the company shall elect new directors at the most recent shareholders' meeting. However, if the number of directors vacant reaches one-third of the number of seats specified in the articles of association, the company shall convene an extraordinary shareholders' meeting within sixty days of the occurrence of the vacancy to elect new directors.

If the number of independent directors is insufficient to meet the requirements of the proviso to Article 14-2, Paragraph 1 of the Securities and Exchange Act and the relevant provisions of the Taiwan Stock Exchange's Listing Review Guidelines, a by-election shall be held at the most recent shareholders' meeting. If all independent directors are dismissed, a by-election shall be held at an extraordinary shareholders' meeting within sixty days of the resignation of the independent directors.

  1. The voting rights of the Company's directors shall be calculated separately for independent directors and non-independent directors according to the number of seats prescribed by the Company's Articles of Association. Those with the greater number of voting rights shall be elected in order. If two or more directors have the same number of voting rights and the number of seats is exceeded, the directors with the same number of voting rights shall draw lots to determine the director. For those not present, the Chairman shall draw lots on their behalf.

  2. Before the election begins, the Chairman shall designate a number of vote counters and scrutinizers who are shareholders to perform all relevant duties. Ballot boxes shall be prepared by the Board of Directors and shall be opened and inspected in public by the scrutinizers prior to voting.

  3. If the candidate is a shareholder, the elector must fill in the candidate's account name and shareholder account number in the "Electee" column on the ballot. If the candidate is not a shareholder, the elector must fill in the candidate's name and ID card number. However, if the candidate is a government or legal person shareholder, the "Electee" column on the ballot should include the name of the government or legal person. The name of the government or legal person and the name of its representative may also be included. If there are multiple representatives, the names of each representative must be filled in separately.

  4. A ballot paper shall be invalid if any of the following conditions are present:

  5. The ballot papers prescribed in these Regulations shall not be used.

  6. Putting a blank ballot paper into the ballot box.
  7. The handwriting is illegible or has been altered.
  8. If the nominated person is a shareholder, his/her account name and shareholder number do not match the shareholder list; If the candidate is not a shareholder

For those with Dong nationality, their names and ID card numbers do not match

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after verification.

  1. In addition to filling in the name ( full name ) and shareholder account number ( ID card number ) of the person to be elected and the number of voting rights allocated, write other words

  2. The name of the candidate is the same as that of another shareholder and the shareholder account number or identity document number is not provided for identification.

  3. After the voting is completed, the ballots shall be counted on the spot, and the results shall be announced on the spot by the Chairman or his/her designee. The ballots containing the list of elected directors and their electoral weights as set forth in the preceding paragraph shall be sealed and signed by the scrutineers and kept in safekeeping for at least one year. However, if a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be kept until the conclusion of the lawsuit.

  4. The elected directors shall be issued a notice of election by the Board of Directors of the Company.

  5. Matters not specified in these Measures shall be handled in accordance with the Company Law, the Articles of Association of the Company and relevant laws and regulations.

  6. This regulation shall be implemented after approval by the shareholders' meeting, and the same applies to amendments.

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Shareholding of Directors and Supervisors

Date of book closure: October 9, 2025

Job title Name Shares held
Chairman of Board Jing Hong Ltd. 2,618,180
Representative Chang Yu-Ming
Director U-BEST Innovative Technology Co., Ltd. 19,983,058
Representative Tseng Peng-Kuang
Director Metropolitan International Development Co., Ltd. 1,419,257
Representative Li Tung-Hung
Independent Director Hu Li-Yuan 0
Independent Director Lin Chia-Chia 0
Independent Director Yeh Feng-Hua 0
Independent Director Huang Ling-Chen 0
Total number of shares held by all directors 24,020,522

Until the date of book closure, October 9, 2025, the Company's paid-in capital has amounted to NT$3,670,890,190, and the total number of issued shares is 367,089,019 (including 0 treasury shares).

The number of shares to be held by the board of directors (excluding independent directors) pursuant to laws should be 14,683,560 shares.

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