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TSU — AGM Information 2026
Apr 24, 2026
52587_rns_2026-04-24_6477e5d7-bb68-4c93-a009-151f06378aba.pdf
AGM Information
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TAIWAN STEEL UNION CO., LTD.
2026 Annual Shareholders’ Meeting
Handbook
TSU
Meeting format: Physical meeting
Date: May 29, 2026, 10:30am
Venue: No.77, Shizheng Rd., Xitun Dist., Taichung City, Taiwan (MILLENNIUM HOTEL TAICHUNG 5F VEE 05 room)
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Taiwan Steel Union Co., Ltd.
2026 Annual Shareholders’ Meeting Handbook
Table of Contents
I. 2026 Annual Shareholders’ Meeting Agenda...1
II. Report Items ...2
III. Acknowledge Matters...3
IV. Matters for Discussion ...5
V. Extemporary Motions ...6
VI. Attachments
I. 2025 Business Report ...7
II. Audit Committee’s Review Report ...14
III. Auditor’s Report and Consolidated Financial Statements for FY2025 ...15
IV. Auditor’s Report and Standalone Financial Statements for FY2025 ...25
V. Comparison Table of “Procedures for Asset Acquisition and Disposal” ...35
IX. Appendix
I. Articles of Incorporation ...38
II. Rules of Procedures for Shareholders’ Meetings ...43
III. Shareholdings of the Company’s directors ...52
IV. Effect of this stock grant on the Company’s operating results, earnings per share and shareholders’ return on investment. ...53
Table of Contents Page 1 of 1
Taiwan Steel Union Co., Ltd.
2026 Annual Shareholders' Meeting Agenda
Time: May 29, 2026 (Friday) 10:30 a.m.
Location: No.77, Shizheng Rd., Xitun Dist., Taichung City, Taiwan (MILLENNIUM HOTEL
TAICHUNG 5F VEE 05 room)
I. Opening of the meeting
II. Chairman’s address
III. Report Items
1. 2025 Business Report
2. Report on employee remuneration and director remuneration for FY2025
3. Audit Committee Review Report
4. Report on cash dividends paid in FY2026
IV. Acknowledge Matters
1. 2025 Business Report and financial statements.
2. 2025 Earnings distribution plan
V. Matters for Discussion
1. Amendments on part of ” Procedures for Asset Acquisition and Disposal”
VI. Extemporary Motions
Page 1 of 53
Page 2 of 53
Report Items
I. 2025 Business Report
2025 Business Report attached (please refer to pages 7 to 13 of this Handbook)
II. Report on employee remuneration and directors' remuneration for FY2025
In accordance with Article 235-1 of the Company Act and the Company's Articles of Incorporation.
(I) The distribution of the 2025 annual employees' remuneration of NT$36,794,200 and directors' remuneration of NT$6,300,000 were approved by the 4th Meeting of the 11th Board of Directors, the remuneration allocated to non-executive employees is NT$20,213,400, which are in accordance with the rates stipulated in the Company's Articles of Incorporation.
(II) Employees' and directors' remuneration are paid in cash.
(III) There is no difference between the amount of expenses recognized in FY2025 and the amount of remuneration to employees and directors resolved by the Board of Directors.
III. The Audit Committee Review Report
The Audit Committee has duly reviewed the financial statements of the Company for the year ended December 31, 2025 and have issued a review report (please refer to page 14 of the Handbook).
IV. Distribution of cash dividends for the year ended December 31, 2025.
(I) In accordance with the Company Act and Article 25 of the Company's Articles of Incorporation, dividends shall be paid in cash if at least two-thirds of the Board of Directors are present and a majority of the Directors present resolve that all or part of the dividends and bonuses payable shall be paid in cash and reported to the shareholders' meeting.
(II) On February 25, 2026, the Board of Directors resolved to distribute cash dividends of NT$5.3 per share, totaling NT$589,735,701, which was fully distributed on April 24, 2026.
Page 3 of 53
Acknowledge Matters
Item 1 Proposal to recognize the 2025 Business Report and financial statements. (Proposed by Board of Directors)
Description:
-
The financial statements of the Company for fiscal year 2025 have been audited by the attesting CPAs Hsu Jui-Lung and Tseng Done-Yuin of Deloitte & Touche.
-
The following table has been prepared in accordance with Article 228 of the Company Act.
(1) For the 2025 Business Report, please refer to pages 7 to 13 of the Handbook.
(2) For the consolidated financial statements for FY2025, please refer to pages 15 to 24 of the Handbook.
(3) For standalone financial statements for FY2025, please refer to pages 25 to 34 of the Handbook.
- The above financial statements were approved by the Board of Directors and duly reviewed by the Audit Committee.
Resolution:
Item 2 Proposal to recognize the FY2025 earnings distribution plan (Proposed by Board of Directors)
Description:
- The proposed surplus earnings distribution of the Company for FY2025 is as follows:
| Taiwan Steel Union Co., Ltd.
Earnings Distribution Table
Year 2025 | | |
| --- | --- | --- |
| | | Unit: NTD$ |
| Undistributed earnings at the beginning of the period | | 973,975,583 |
| Net income after tax for the year | 686,752,653 | |
| Remeasurements of the net defined benefit asset
recognized in retained earnings | 1,653,600 | |
| Net income after income tax plus the amount included in
the current year’s undistributed earnings for items
other than the current year’s net income | | 688,406,253 |
| Less: 10% legal reserve | | (68,840,625) |
| Distributable earnings | | 1,593,541,211 |
| Distribution Items
Dividend to shareholders | | (589,735,701) |
| Undistributed earnings at the end of the period | | 1,003,805,510 |
| Note 1: Shareholders’ dividends of NT$589,735,701 were distributed in cash at NT$5.3 per share.
Note 2: If the number of outstanding shares is affected by the subsequent repurchase of the Company’s shares or the transfer, conversion or cancellation of treasury stock, and the dividend distribution rate to shareholders is changed as a result, the chairman is authorized to make any necessary adjustments. | | |
| Chairman: Tsai-Hsiang Lin | Manager: Hsieh, Tsung-Lin | Accounting Manager: Hsiang-Wei, Chen |
Resolution:
Page 5 of 53
Matters for Discussion
Item 1 Proposed amendments on part of "Procedures for Asset Acquisition and Disposal" (Proposed by Board of Directors)
Description: In response to the organizational restructuring, the approval authority for the acquisition or disposal of assets has been revised. An amendments to the Company's "Procedures for Asset Acquisition and Disposal" is proposed. Please refer to pages 35 to 37 of this Handbook for the comparison of the amended provisions.
Resolution:
Page 6 of 53
Extemporary Motion
Attachment 1
TAIWAN STEEL UNION CO., LTD.
2025 Business Report
Dear Shareholders,
In 2025, the domestic steel industry was impacted by dumping from China, leading to adjustments in production strategies. This caused a decline in the volume of EAF dust received by the Company, which in turn affected the volume of zinc oxide available for sale. However, the Company is proactively positioning itself for transformation and aggressively pursuing non-EAF dust businesses, processing a record-high 31,412 tons of non-EAF dust waste in 2025. Furthermore, the Company's Environmental Difference Analysis report was approved by the Environmental Impact Assessment Review Committee at the end of 2025. The primary modifications include expanding the sources and intake volume of zinc-containing resources, as well as increasing the intake of incinerator fly ash generated by domestic incineration plants, which will provide crucial support for the Company's medium-term growth. The sluggish economy in the steel and real estate industries in 2025 also affected the stabilization processing volume and concrete sales of our subsidiary, Taiwan Steel Resource (TSR). Nevertheless, TSR has continued to develop the stabilization of waste refractory materials and other waste recycling businesses, actively deploying a comprehensive and diversified operational strategy. Moving forward, TSU and TSR will continue to expand the intake of difficult-to-treat, high-unit-price domestic waste, fully transforming waste into resources for complete circular reuse, and contributing to the sustainable development of domestic industries.
In 2025, the sales volume of zinc oxide decreased by 13% year-over-year due to the declining volume of EAF dust. However, the unit selling price of zinc oxide was driven up, benefiting from rising international zinc prices—fueled by tight zinc ore supply and a recovery in Chinese demand—as well as a decrease in treatment charges. The average zinc price in 2025 was US$2,867.05, a 3% increase compared to the 2024 average of US$2,777.34. Additionally, the 2025 long-term contract treatment charges announced in April 2025 dropped from US$165 to US$80, hitting a nearly 50-year low. This resulted in the unit selling price of zinc oxide for the period increasing by NT$1,842, a 6% growth compared to the previous year. Total zinc oxide sales revenue decreased by NT$129,701 thousand, representing an 8% year-over-year decline.
TSR processed a total of 119,298 tons through its stabilization process and 88,015 tons of TSU rotary kiln slag in 2025. The pass rate for the stabilization process reached 99%, contributing approximately 15% to consolidated revenue. TSR's CLSM (Controlled Low-Strength Material) products have exclusively obtained the Recycled Green Building Material Label from the National Land Management Agency, Ministry of the Interior. Looking ahead, the company will continue to utilize 100% recycled resources as materials, positioning its cement-free, low-carbon CLSM technology as a core highlight for future development, and showcasing its innovative strength in the green building materials market.
TSU's technical capabilities have reached world-class standards. The Company not only focuses on turning complex and difficult waste into resources but also actively promotes low-carbon manufacturing processes and green energy transitions. Notably, we have successfully exported our low-carbon production technology to the largest zinc smelter in Central Europe. In 2025, our zinc oxide products obtained the first in the global industry to achieve UL 2809 Recycled Content Validation, demonstrating that 100% of the zinc in our products is derived from waste, classifying it
as a sustainable green product. Regarding greenhouse gas emissions management, TSU's significant carbon reduction achievements in reuse services over the past three years have earned the Carbon Reduction Label from the Ministry of Environment. In 2025, the Company also received a "B" rating from the Carbon Disclosure Project (CDP), becoming the first domestic waste recycling enterprise to achieve this level. This indicates that TSU possesses internationally certified carbon emission management capabilities, aligning perfectly with our sustainable business direction. Furthermore, regarding the impact of the domestic carbon fee levy, the Company's voluntary emission reduction plan has been reviewed and approved by Ministry of Environment, which will substantially save on carbon fee expenditures. The savings from carbon fees will be redirected toward renewable energy and the development of low-carbon production technologies.
Currently, the circular economy is one of the nation's key policies, aiming to extend the life cycles of resources or keep them in continuous circulation. In the future, TSU will continue to drive revenue growth momentum by taking in new types of waste, while TSR will implement a diversified business strategy. This approach will effectively alleviate domestic waste disposal pressure and embody the value of the circular economy by revitalizing national land resources. We are committed not only to environmental sustainability but also to providing highly cost-effective waste treatment channels. By working hand-in-hand with our partners, we optimize cost structures and co-create a win-win future for the green economy.
Page 8 of 53
I. Business Results for FY2025
- Business plan implementation results.
(1). The following table shows the status of the reuse and removal of EAF dust collected in FY2025.
Unit: Metric tons / NT$1,000
| Year
Item | 2025 | | 2024 | | Growth (%) | |
| --- | --- | --- | --- | --- | --- | --- |
| | Volume | Amount | Volume | Amount | Volume | Amount |
| Reuse | 98,075 | 97,948 | 118,025 | 136,130 | (16.90) | (28.05) |
| Disposal | 97,442 | - | 116,900 | - | (16.64) | - |
Due to the recession in the steel industry, the amount of the EAFD received by the Company was reduced.
(2). The following table indicates the status of reuse and disposal of other waste in FY2025.
Unit: Metric tons / NT$1,000
| Year
Item | 2025 | | 2024 | | Growth (%) | |
| --- | --- | --- | --- | --- | --- | --- |
| | Volume | Amount | Volume | Amount | Volume | Amount |
| Reuse | 31,412 | 272,899 | 22,654 | 181,815 | 38.66 | 50.10 |
| Disposal | 31,103 | - | 22,852 | - | 36.11 | - |
The volume of non-fly ash waste processed reached 31,412 tons, setting a new historical record in FY2025.
(3). The status of reuse and disposal of stabilization process by Taiwan Steel Resources Co., Ltd for 2025 are as follows:
Unit: Metric tons / NT$1,000
| Year
Item | 2025 | | 2024 | | Growth (%) | |
| --- | --- | --- | --- | --- | --- | --- |
| | Volume | Amount | Volume | Amount | Volume | Amount |
| Reuse | 119,298 | 282,905 | 170,824 | 394,667 | (30.16) | (28.32) |
| Disposal | 116,859 | - | 173,496 | - | (32.64) | - |
Due to the recession in the steel industry, the qualified volume of stabilization process by Taiwan Steel Resources Co., Ltd. was reduced.
Page 9 of 53
(4). The Company's production and sales of zinc oxide in 2025 are as follows
Unit: Metric tons / NT$1,000
| Item | Year | 2025 | 2024 | Growth (%) | |||
|---|---|---|---|---|---|---|---|
| Volume | Amount | Volume | Amount | Volume | Amount | ||
| Unwashed | Output and cost | 45,581 | 663,910 | 51,145 | 659,395 | (10.88) | 0.68 |
| Domestic sales | 4,553 | 159,504 | 3,336 | 108,332 | 36.48 | 47.24 | |
| Export | 40,183 | 1,330,026 | 48,143 | 1,510,898 | (16.53) | (11.97) |
In 2025, influenced by the external environment of the steel industry, the output of zinc oxide decreased, leading to a year-on-year decline in sales revenue for the current period.
- Budget Implementation:
According to the current regulations, the Company did not need to disclose financial forecasts for 2025. The overall actual operating conditions and performance are roughly equivalent to the business plan formulated by the Company.
- Financial structure and profitability analysis.
(1) Consolidated Financial Statements
| Item Year | 2025 | 2024 | |
|---|---|---|---|
| Financial structure (%) | Ratio of liabilities to assets | 17.24 | 17.83 |
| Ratio of long-term capital to property, plant and equipment | 119.24 | 120.99 | |
| Profitability | Asset return ratio (%) | 12.71 | 16.66 |
| Equity return ratio (%) | 15.34 | 19.38 | |
| Ratio of income before tax to paid-in capital (%) | 77.01 | 90.78 | |
| Net profit ratio (%) | 31.06 | 34.94 | |
| Earnings per share (NTD) | 6.17 | 7.47 |
In 2025, influenced by the external environment of the steel industry, sales revenue for zinc oxide decreased compared to the same period last year, leading to a decline in profitability.
(2) Standalone Financial Statements
| Item | Year | 2025 | 2024 | |
|---|---|---|---|---|
| Financial structure (%) | Ratio of liabilities to assets | 16.23 | 16.71 | |
| Ratio of long-term capital to property, plant and equipment | 231.40 | 245.60 | ||
| Profitability | Asset return ratio (%) | 12.88 | 16.88 | |
| Equity return ratio (%) | 15.34 | 19.38 | ||
| Ratio of income before tax to paid-in capital (%) | 77.01 | 90.78 | ||
| Net profit ratio (%) | 36.40 | 42.73 | ||
| Earnings per share (NTD) | 6.17 | 7.47 |
In 2025, influenced by the external environment of the steel industry, sales revenue for zinc oxide decreased compared to the same period last year, leading to a decline in profitability.
- Research and Development:
The research & development status of the Company for 2025 is as follows.
(1) High-value technology for low-carbon smelting of zinc by-products.
(2) Feasibility Assessment of CO Emission Reduction in the Electric Arc Furnace Dust Recovery Process.
(3) Establishment of Raw Material and Product Traceability and Development of Carbon Fixation Technology
(4) Data collection and visualization for kiln shell temperature monitoring.
II. 2026 Business Plan
- Business Guidelines
In addition to the existing EAFD, The company's Environmental Impact Difference (EID) assessment was approved by the Environmental Impact Assessment (EIA) committee at the end of 2025. This approval allows for the expansion of zinc-containing resource sources and intake volumes, alongside an increase in the processing of incineration fly ash from domestic plants—providing a crucial pillar for the company's mid-term growth. We continue to mitigate the impact of international zinc price fluctuations on our revenue by diversifying through waste-derived income streams. Furthermore, our zinc oxide products obtained the UL 2809 Environmental Claim Validation (ECV) for recycled content in 2025, certifying that 100% of the zinc is recovered from waste, categorizing it as a green and sustainable product. To meet global market demand and enhance product value, the new Long-jing plant is scheduled for completion and commencement of operations by 2027. Moving forward, the facility will focus on the washed zinc oxide
Page 11 of 53
business to achieve higher product value, while expanding the company's revenue and customer base.
Our subsidiary Taiwan Steel Resources Co., Ltd. has stepped into the reuse of slag to produce green and eco-friendly building materials, which is in line with the policy of circular economy. In addition to the existing stabilized slag business, the Company will continue developing solutions for hard-to-process domestic waste in 2026, aligning with the national resource recycling and reuse policy. The Company aims to expand the waste reuse market gradually, leveraging two in-plant dedicated recycled aggregate ready-mixed concrete facilities to enter the slag-based ready-mixed concrete sector and steadily increase its market share.
2. Expected sales/Volume of reuse
Looking ahead to 2026, the global steel market is expected to remain in a phase of supply-demand adjustment, with performance characterized by overall restraint tempered by a quest for stability. In general, the steel industry will prioritize steady operations and cost control. Operating momentum within the domestic steel sector is anticipated to maintain a baseline level, thereby providing a stable foundation for the development of the company's EAFD and zinc oxide related businesses.
In addition to the existing EAFD, the Company will be dedicated to additional 3 major categories and 13 waste items and collect and recycle the wastes that are hazardous to treat and has a high unit price of treatment. In 2026, the Company will mitigate the impact of LME zinc prices on revenue by expanding new revenue growth from waste disposal price.
In addition to the existing slag business, Taiwan Steel Resources Co., Ltd. follows the national resource recycling policy, and gradually expands the waste recycle market. It also actively develops the market for the concrete business and expands the market share of ready-mixed concrete.
3. Important Production and Marketing Policies
To fulfill our corporate social responsibility, we will uphold our consistent business philosophy, plan resources effectively, and control potential hazards and environmental impact sources in production activities, products, and services through the operation of our environmental safety and health management system effectively, thereby achieving sustainable operation.
III. Future Development Strategies
To pursue the Company's sustainable development, we have formulated the short-term and long-term development strategies below:
-
Short-term development strategy:
(1) Increase the volume of reusable waste for treatment.
(2) Installing on-site renewable energy facilities to drive long-term decarbonization performance. -
Long-term development strategy:
(1) Promote the reuse of other hazardous wastes.
(2) Exporting proprietary technologies to overseas markets.
Page 12 of 53
IV. Impact of External Competition Environment, Legal Environment, and Overall Business Environment
At present, more than 80% of the total output of domestic EAF dust is reused by the Company. The Company occupies a leading position in the EAF dust reuse industry among domestic electric arc furnace steelmaking plants. The environmental protection laws and regulations in our country have been developed with reference to those of European countries and the US, so they are relatively advanced and complete. This has enabled the Company to be competitive in this industry.
In the future, we will continue to increase customers and sources of materials in terms of other waste resources that are hazardous, and to increase the volume of treatment/reuse. This will give us an excellent advantage in the domestic competition and diversify our operational risks.
So far, we have obtained the general permits for reuse of 13 contaminated soils. With these and the 3 categories and 13 waste items for expansion of diversified operations, the Company has a competitive advantage in terms of prices and volume and can provide proper treatment methods for different domestic wastes, which is well-aligned with the government's Resource Sustainable Recycling Implementation Program.
I would like to thank all our shareholders again for your support and encouragement. I wish you good health and all the best.
Chairman: Tsai-Hsiang Lin
Manager: Hsieh, Tsung-Lin
Accounting Manager: Chen,Hsiang-Wei
Page 13 of 53
Attachment 2
Audit Committee’s Review Report
The Company’s Board of Directors prepared the 2025 consolidated financial statements, parent company-only financial statements, a business report, and an earnings distribution proposal, of which the Company’s 2025 financial statements have been audited by CPAs of Deloitte & Touche, by whom an audit report with an unqualified opinion has been issued. We have reviewed said business report, parent company-only financial statements, consolidated financial statements, and earnings distribution proposal, and found that there are no discrepancies therein. Therefore, we have hereby stated that the content above is true and correct in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.
Please proceed to review it.
To
2026 Annual Shareholders’ Meeting of Taiwan Steel Union Co., Ltd.
Taiwan Steel Union Co., Ltd.
Wu, Chuan-Chuan, Convener of the Audit Committee
February 25, 2026
Page 14 of 53
Attachment 3
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
Taiwan Steel Union Co., Ltd.
Opinion
We have audited the accompanying consolidated financial statements of Taiwan Steel Union Co., Ltd. (the "Company") and its subsidiary (collectively referred to as the "Group"), which comprise the consolidated balance sheets as of December 31, 2025 and 2024, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including material accounting policy information (collectively referred to as the "consolidated financial statements").
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 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 Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the 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.
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, and we do not provide a separate opinion on these matters.
- 2 -
Page 15 of 53
The key audit matter of the Group’s consolidated financial statements for the year ended December 31, 2025 is as follows:
Revenue recognition
The Group’s sales revenue from major customers was NT$1,074,781 thousand, representing 49% of the Group’s consolidated net sales revenue for the year ended December 31, 2025. Since sales revenue has significant changes compared to 2024, we identified the authenticity of sales revenue from major customers as a key audit matter. The accounting policy on the revenue recognition is disclosed in Note 4 to the consolidated financial statements.
The main audit procedures that we performed with respect to sales revenue from major customers included the following:
- We obtained an understanding of the related internal controls on revenue recognition and tested the operating effectiveness of the related controls.
- We selected samples from the transaction documents of sales revenue from major customers, including sales orders, shipping documents and receipts of payment, to confirm the authenticity of revenue recognition.
- We received sales confirmation letters from major customers to verify the existence of revenue.
Other Matter
We have also audited the parent company only financial statements of the Company as of and for the years ended December 31, 2025 and 2024, on which we have issued an unmodified opinion.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and the IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Group’s financial reporting process.
Page 16 of 53
Auditors' Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain a reasonable assurance about whether the consolidated financial statements as a whole are free of 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 maintain professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
- Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Group to cease to continue as a going concern.
- Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
- Obtain sufficient and appropriate audit evidence regarding the financial information of 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.
Page 17 of 53
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2025, and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audits resulting in this independent auditors' report are Jui-Lung Hsu and Done-Yuin Tseng.
Deloitte & Touche
Taipei, Taiwan
Republic of China
February 25, 2026
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors' report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. 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-language independent auditors' report and consolidated financial statements shall prevail.
Page 18 of 53
TAIWAN STEEL UNION CO., LTD. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| ASSETS | Amount | % | Amount | % |
| CURRENT ASSETS | ||||
| Cash and cash equivalents (Notes 4 and 6) | $ 676,454 | 12 | $ 756,988 | 14 |
| Financial assets at amortized cost - current (Notes 4 and 7) | 1,500 | - | - | - |
| Notes receivables, net (Notes 4 and 8) | 1,689 | - | 2,602 | - |
| Trade receivables from unrelated parties, net (Notes 4,8 and 18) | 152,900 | 3 | 188,674 | 4 |
| Trade receivables from related parties, net (Notes 4, 8,18 and 25) | 11,358 | - | 18,910 | - |
| Other receivables (Notes 4, 8 and 25) | 2,746 | - | 6,097 | - |
| Inventories (Notes 4 and 9) | 164,410 | 3 | 142,103 | 3 |
| Other financial assets - current (Notes 4 and 22) | - | - | 21,402 | - |
| Other current assets (Notes 4, 13 and 18) | 41,880 | 1 | 56,081 | 1 |
| Total current assets | 1,052,937 | 19 | 1,192,857 | 22 |
| NON-CURRENT ASSETS | ||||
| Investments accounted for using the equity method (Note 11) | 7,849 | - | - | - |
| Property, plant and equipment (Notes 4, 12, 22, 26 and 27) | 4,173,362 | 77 | 4,127,745 | 76 |
| Other intangible assets (Notes 4 and 25) | 20,840 | - | 13,629 | - |
| Deferred tax assets (Notes 4 and 20) | 21,884 | 1 | 12,226 | - |
| Prepayments for machinery and equipment (Notes 4 and 22) | 82,635 | 2 | 22,598 | 1 |
| Refundable deposits (Note 4) | 5,879 | - | 5,705 | - |
| Net defined benefit assets - non-current (Note 16) | 1,110 | - | - | - |
| Other financial assets - non-current (Notes 4, 22 and 26) | 55,016 | 1 | 59,943 | 1 |
| Other non-current assets (Note 13) | 68 | - | 614 | - |
| Total non-current assets | 4,368,643 | 81 | 4,242,460 | 78 |
| TOTAL | $ 5,421,580 | 100 | $ 5,435,317 | 100 |
| LIABILITIES AND EQUITY | ||||
| CURRENT LIABILITIES | ||||
| Notes payables (Note 4) | $ - | - | $ 3,150 | - |
| Trade payables (Notes 4 and 25) | 57,815 | 1 | 46,154 | 1 |
| Other payables (Notes 4, 15 and 25) | 187,815 | 3 | 171,000 | 3 |
| Current tax liabilities (Notes 4 and 20) | 88,364 | 2 | 117,383 | 2 |
| Current portion of long-term borrowings (Notes 14, 22 and 26) | 38,267 | 1 | 38,267 | 1 |
| Other current liabilities (Notes 15,18 and 25) | 73,050 | 1 | 65,412 | 1 |
| Total current liabilities | 445,311 | 8 | 441,366 | 8 |
| NON-CURRENT LIABILITIES | ||||
| Long-term bank loans (Notes 14, 22 and 26) | 481,522 | 9 | 519,789 | 10 |
| Deferred tax liabilities (Notes 4 and 20) | 347 | - | 487 | - |
| Net defined benefit liabilities - non-current (Notes 4 and 16) | - | - | 813 | - |
| Other non-current liabilities (Note 4) | 7,545 | - | 6,789 | - |
| Total non-current liabilities | 489,414 | 9 | 527,878 | 10 |
| Total liabilities | 934,725 | 17 | 969,244 | 18 |
| EQUITY | ||||
| Ordinary shares | 1,112,709 | 21 | 1,112,709 | 21 |
| Capital surplus | 999,216 | 18 | 999,216 | 18 |
| Retained earnings | ||||
| Legal reserve | 712,548 | 13 | 629,311 | 11 |
| Unappropriated earnings | 1,662,382 | 31 | 1,724,837 | 32 |
| Total equity | 4,486,855 | 83 | 4,466,073 | 82 |
| TOTAL | $ 5,421,580 | 100 | $ 5,435,317 | 100 |
The accompanying notes are an integral part of the consolidated financial statements.
Page 19 of 53
TAIWAN STEEL UNION CO., LTD. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| SALES (Notes 4, 18 and 25) | $ 2,210,758 | 100 | $ 2,378,461 | 100 |
| COST OF GOODS SOLD (Notes 9, 16, 19 and 25) | 1,082,513 | 49 | 1,108,970 | 46 |
| GROSS PROFIT | 1,128,245 | 51 | 1,269,491 | 54 |
| OPERATING EXPENSES (Notes 16, 19, 25 and 27) | ||||
| Selling and marketing expenses | 94,648 | 4 | 106,276 | 4 |
| General and administrative expenses | 150,937 | 7 | 138,237 | 6 |
| Research and development expenses | 29,483 | 1 | 38,297 | 2 |
| Total operating expenses | 275,068 | 12 | 282,810 | 12 |
| PROFIT FROM OPERATIONS | 853,177 | 39 | 986,681 | 42 |
| NON-OPERATING INCOME AND EXPENSES | ||||
| Finance costs (Note 19) | (3,957) | - | (488) | - |
| Share of the profit or loss of subsidiary accounted for using the equity method (Note 11) | (1,151) | - | - | - |
| Interest income (Note 4) | 6,257 | - | 6,150 | - |
| Other income (Notes 4 and 19) | 18,995 | 1 | 9,393 | - |
| Net foreign exchange gain (loss) (Notes 4 and 28) | (398) | - | 12,009 | 1 |
| Other expenses | (78) | - | (198) | - |
| Loss on disposal of assets (Note 4) | (15,923) | (1) | (3,381) | - |
| Total non-operating income and expenses | 3,745 | - | 23,485 | 1 |
| PROFIT BEFORE INCOME TAX | 856,922 | 39 | 1,010,166 | 43 |
| INCOME TAX EXPENSE (Notes 4 and 20) | 170,169 | 8 | 179,081 | 8 |
| NET PROFIT FOR THE YEAR | 686,753 | 31 | 831,085 | 35 |
| OTHER COMPREHENSIVE INCOME | ||||
| Items that will not be reclassified subsequently to profit or loss: | ||||
| Remeasurement of defined benefit plans (Notes 4 and 16) | 2,067 | - | 1,607 | - |
| Income tax relating to items that will not be reclassified subsequently to profit or loss (Notes 4 and 20) | (413) | - | (321) | - |
| Other comprehensive income for the year, net of income tax | 1,654 | - | 1,286 | - |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR | $ 688,407 | 31 | $ 832,371 | 35 |
(Continued)
Page 20 of 53
TAIWAN STEEL UNION CO., LTD. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| EARNINGS PER SHARE (Note 21) | ||||
| Basic | $ 6.17 | $ 7.47 | ||
| Diluted | $ 6.15 | $ 7.45 |
The accompanying notes are an integral part of the consolidated financial statements. (Concluded)
- 8 -
Page 21 of 53
TAIWAN STEEL UNION CO., LTD. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Dividends Per Share)
| | Ordinary Shares
(Note 17) | Capital Surplus
(Note 17) | Legal Reserve
(Note 17) | Unappropriated Earnings
(Note 17) | Total Equity |
| --- | --- | --- | --- | --- | --- |
| BALANCE AT JANUARY 1, 2024 | $ 1,112,709 | $ 999,216 | $ 578,790 | $ 1,421,452 | $ 4,112,167 |
| Appropriation of 2023 earnings | | | | | |
| Legal reserve | - | - | 50,521 | (50,521) | - |
| Cash dividends – NT$4.3 per share | - | - | - | (478,465) | (478,465) |
| Net profit for the year ended December 31, 2024 | - | - | - | 831,085 | 831,085 |
| Other comprehensive income for the year ended December 31, 2024, net of income tax | - | - | - | 1,286 | 1,286 |
| Total comprehensive income for the year ended December 31, 2024 | - | - | - | 832,371 | 832,371 |
| BALANCE AT DECEMBER 31, 2024 | 1,112,709 | 999,216 | 629,311 | 1,724,837 | 4,466,073 |
| Appropriation of 2024 earnings | | | | | |
| Legal reserve | - | - | 83,237 | (83,237) | - |
| Cash dividends – NT$6 per share | - | - | - | (667,625) | (667,625) |
| Exercise of disgorgement | - | - | - | - | - |
| Net profit for the year ended December 31, 2025 | - | - | - | 686,753 | 686,753 |
| Other comprehensive income for the year ended December 31, 2025, net of income tax | - | - | - | 1,654 | 1,654 |
| Total comprehensive income for the year ended December 31, 2025 | - | - | - | 688,407 | 688,407 |
| BALANCE AT DECEMBER 31, 2025 | $ 1,112,709 | $ 999,216 | $ 712,548 | $ 1,662,382 | $ 4,486,855 |
The accompanying notes are an integral part of the consolidated financial statements.
TAIWAN STEEL UNION CO., LTD. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Income before income tax | $ 856,922 | $ 1,010,166 |
| Adjustments for: | ||
| Depreciation expense | 250,318 | 239,535 |
| Amortization expense | 6,848 | 4,767 |
| Finance costs | 3,957 | 488 |
| Share of the profit or loss of subsidiary | 1,151 | - |
| Interest income | (6,257) | (6,150) |
| Loss on disposal of property, plant and equipment | 15,923 | 3,381 |
| Write-down of inventories | 8,500 | 6,699 |
| Unrealized foreign currency exchange gain, net | (468) | (1,920) |
| Changes in operating assets and liabilities | ||
| Notes receivables | 913 | (1,512) |
| Trade receivables | 43,800 | 13,304 |
| Other receivables | 3,239 | 1,540 |
| Inventories | (30,807) | 6,071 |
| Other current assets | 14,201 | (8,191) |
| Notes payables | (3,150) | 3,150 |
| Trade payables | 11,661 | (2,110) |
| Other payables | 6,719 | 18,099 |
| Other current liabilities | 7,638 | (32,975) |
| Net defined benefit liabilities | 144 | (980) |
| Cash generated from operations | 1,191,252 | 1,253,362 |
| Interest received | 6,369 | 6,176 |
| Interest paid | (3,989) | (488) |
| Income taxes paid | (209,399) | (195,326) |
| Net cash generated from operating activities | 984,233 | 1,063,724 |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Acquisition of investments accounted for using equity method | (9,000) | - |
| Proceeds from disposal of financial assets at amortized cost | (1,500) | 124,432 |
| Payments for property, plant and equipment | (293,523) | (1,035,708) |
| Proceeds from disposal of property, plant and equipment | 1,768 | 2,093 |
| Increase in refundable deposits | (174) | - |
| Payments for intangible assets | (14,057) | (9,647) |
| Decrease in other financial assets | 26,329 | 1,948 |
| Decrease in other non-current assets | 544 | 883 |
| Increase in prepayments for machinery and equipment | (70,018) | (21,083) |
| Increase in deferred revenue | 1,132 | (81) |
| Net cash generated from (used in) investing activities | (358,499) | (937,163) |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Proceeds from short-term borrowings | - | 80,000 |
| Repayments of short-term borrowings | - | (80,000) |
(Continued)
- 10 -
Page 23 of 53
TAIWAN STEEL UNION CO., LTD. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| Proceeds from long-term borrowings | $ - | $ 574,000 |
| Repayments of long-term borrowings | (38,267) | (15,944) |
| Refund of guarantee deposits received | (376) | (1,441) |
| Dividends paid | (667,625) | (478,465) |
| Net cash generated from (used in) financing activities | (706,268) | 78,150 |
| NET INCREASE (DECREASE) IN CASH | (80,534) | 204,711 |
| CASH AT THE BEGINNING OF THE YEAR | 756,988 | 552,277 |
| CASH AT THE END OF THE YEAR | $ 676,454 | $ 756,988 |
The accompanying notes are an integral part of the consolidated financial statements. (Concluded)
Page 24 of 53
Attachment 4
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
Taiwan Steel Union Co., Ltd.
Opinion
We have audited the accompanying financial statements of Taiwan Steel Union Co., Ltd. (the "Company"), which comprise balance sheets as of December 31, 2025 and 2024, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including material accounting policy information (collectively referred to as the "financial statements").
In our opinion, the accompanying financial statements present fairly, in all material respects, the accompanying financial position of the Company as of December 31, 2025 and 2024, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis 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, and we do not provide a separate opinion on these matters.
Page 25 of 53
The key audit matter of the Company’s financial statements for the year ended December 31, 2025 is as follows:
Revenue recognition
The Company’s sales revenue from major customers was NT$1,074,781 thousand, representing 57% of the Company’s net sales revenue for the year ended December 31, 2025. Since sales revenue has significant changes compared to 2024, we identified the authenticity of sales revenue from major customers as a key audit matter. The accounting policy on the revenue recognition is disclosed in Note 4 to the financial statements.
The main audit procedures that we performed with respect to sales revenue from major customers included the following:
- We obtained an understanding of the related internal controls on revenue recognition and tested the operating effectiveness of the related controls.
- We selected samples from the transaction documents of sales revenue from major customers, including sales orders, shipping documents and receipts of payment, to confirm the authenticity of revenue recognition.
- We received sales confirmation letters from major customers to verify the existence of revenue.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free of material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Company’s financial reporting process.
Page 26 of 53
Auditors' Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain a reasonable assurance about whether the financial statements as a whole are free of material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Company to express an opinion on the financial statements. We are responsible for the direction, supervision, and performance of the 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.
Page 27 of 53
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the year ended December 31, 2025, and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audits resulting in this independent auditors' report are Jui-Lung Hsu and Done-Yuin Tseng.
Deloitte & Touche
Taipei, Taiwan
Republic of China
February 25, 2026
Notice to Readers
The accompanying financial statements are intended only to present the financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors' report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. 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-language independent auditors' report and financial statements shall prevail.
Page 28 of 53
TAIWAN STEEL UNION CO., LTD.
BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| ASSETS | ||||
| CURRENT ASSETS | ||||
| Cash and cash equivalents(Notes 4 and 6) | $ 500,528 | 9 | $ 663,299 | 12 |
| Notes receivables, net (Notes 4,16 and 7) | - | - | 178 | - |
| Trade receivables from unrelated parties, net (Notes 4,7 and 16) | 127,979 | 2 | 157,014 | 3 |
| Trade receivables from related parties, net (Notes 4, 7,16 and 23) | 3,074 | - | 923 | - |
| Other receivables (Notes 4,7) | 1,444 | - | 4,448 | - |
| Inventories (Notes 4 and 8) | 153,864 | 3 | 132,129 | 3 |
| Other financial assets – current (Notes 4 and 20) | - | - | 21,402 | - |
| Other current assets (Notes 4 and 11) | 29,680 | 1 | 41,257 | 1 |
| Total current assets | 816,569 | 15 | 1,020,650 | 19 |
| NON-CURRENT ASSETS | ||||
| Investments accounted for using the equity method (Notes 4 and 9) | 2,230,072 | 42 | 2,213,936 | 41 |
| Property, plant and equipment (Notes 4, 10, 20, 24 and 25) | 2,149,822 | 40 | 2,033,228 | 38 |
| Other intangible assets (Notes 4 and 23) | 17,501 | - | 9,776 | - |
| Deferred tax assets (Notes 4 and 18) | 21,884 | 1 | 12,226 | - |
| Prepayments for machinery and equipment (Notes 4 and 20) | 70,234 | 1 | 18,678 | 1 |
| Refundable deposits (Note 4) | 5,869 | - | 5,693 | - |
| Net defined benefit assets – non-current (Notes 4,14 and 20) | 1,110 | - | - | - |
| Other financial assets – non-current (Notes 4, 20 and 24) | 43,000 | 1 | 48,000 | 1 |
| Other non-current assets (Note 11) | - | - | 2 | - |
| Total non-current assets | 4,539,492 | 85 | 4,341,541 | 81 |
| TOTAL | $ 5,356,061 | 100 | $ 5,362,191 | 100 |
| LIABILITIES AND EQUITY | ||||
| CURRENT LIABILITIES | ||||
| Notes payables (Note 4) | $ - | - | $ 3,150 | - |
| Trade payables (Notes 4 and 23) | 49,192 | 1 | 40,951 | 1 |
| Other payables (Notes 4, 13 and 23) | 146,454 | 3 | 121,730 | 2 |
| Current tax liabilities (Notes 4 and 18) | 88,364 | 1 | 117,383 | 2 |
| Current portion of long-term borrowings (Notes 12, 20 and 24) | 38,267 | 1 | 38,267 | 1 |
| Other current liabilities (Notes 13 and 23) | 59,013 | 1 | 47,102 | 1 |
| Total current liabilities | 381,290 | 7 | 368,583 | 7 |
| NON-CURRENT LIABILITIES | ||||
| Long-term bank loans (Notes 12, 20 and 24) | 481,522 | 9 | 519,789 | 10 |
| Deferred tax liabilities (Notes 4 and 18) | 347 | - | 487 | - |
| Net defined benefit liabilities – non-current (Notes 4,14 and 20) | - | - | 813 | - |
| Guarantee deposits | 6,047 | - | 6,446 | - |
| Total non-current liabilities | 487,916 | 9 | 527,535 | 10 |
| Total liabilities | 869,206 | 16 | 896,118 | 17 |
| EQUITY | ||||
| Ordinary shares | 1,112,709 | 21 | 1,112,709 | 21 |
| Capital surplus | 999,216 | 19 | 999,216 | 18 |
| Retained earnings | ||||
| Legal reserve | 712,548 | 13 | 629,311 | 12 |
| Unappropriated earnings | 1,662,382 | 31 | 1,724,837 | 32 |
| Total equity | 4,486,855 | 84 | 4,466,073 | 83 |
| TOTAL | $ 5,356,061 | 100 | $ 5,362,191 | 100 |
The accompanying notes are an integral part of the financial statements.
Page 29 of 53
TAIWAN STEEL UNION CO., LTD.
STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| SALES (Notes 4, 16 and 23) | $ 1,886,890 | 100 | $ 1,945,114 | 100 |
| COST OF GOODS SOLD (Notes 8, 14, 17 and 23) | 837,105 | 44 | 814,347 | 42 |
| GROSS PROFIT | 1,049,785 | 56 | 1,130,767 | 58 |
| OPERATING EXPENSES (Notes 14, 17 and 25) | ||||
| Selling and marketing expenses | 72,792 | 4 | 83,886 | 4 |
| General and administrative expenses | 105,497 | 6 | 91,970 | 5 |
| Research and development expenses | 27,581 | 1 | 36,677 | 2 |
| Total operating expenses | 205,870 | 11 | 212,533 | 11 |
| PROFIT FROM OPERATIONS | 843,915 | 45 | 918,234 | 47 |
| NON-OPERATING INCOME AND EXPENSES | ||||
| Finance costs (Note 17) | (3,957) | - | (162) | - |
| Share of the profit or loss of subsidiary accounted for using the equity method (Notes 4 and 9) | 7,136 | - | 65,858 | 3 |
| Interest income (Notes 4 and 23) | 4,966 | - | 6,332 | - |
| Other income (Notes 4 and 17) | 18,373 | 1 | 9,311 | 1 |
| Net foreign exchange gain (loss) (Notes 4 and 26) | (458) | - | 12,008 | 1 |
| Other expenses | (59) | - | (128) | - |
| Loss on disposal of assets (Note 4) | (12,994) | (1) | (1,287) | - |
| Total non-operating income and expenses | 13,007 | - | 91,932 | 5 |
| PROFIT BEFORE INCOME TAX | 856,922 | 45 | 1,010,166 | 52 |
| INCOME TAX EXPENSE (Notes 4 and 18) | 170,169 | 9 | 179,081 | 9 |
| NET PROFIT FOR THE YEAR | 686,753 | 36 | 831,085 | 43 |
| OTHER COMPREHENSIVE INCOME | ||||
| Items that will not be reclassified subsequently to profit or loss: | ||||
| Remeasurement of defined benefit plans (Notes 4 and 14) | 2,067 | - | 1,607 | - |
| Income tax relating to items that will not be reclassified subsequently to profit or loss (Notes 4 and 18) | (413) | - | (321) | - |
| Other comprehensive income for the year, net of income tax | 1,654 | - | 1,286 | - |
| (Continued) |
Page 30 of 53
Page 31 of 53
TAIWAN STEEL UNION CO., LTD.
STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR | $ 688,407 | 36 | $ 832,371 | 43 |
| EARNINGS PER SHARE (Note 19) | ||||
| Basic | $ 6.17 | $ 7.47 | ||
| Diluted | $ 6.15 | $ 7.45 |
The accompanying notes are an integral part of the financial statements.
(Concluded)
Page 32 of 53
TAIWAN STEEL UNION CO., LTD.
STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Dividends Per Share)
| Ordinary Shares (Note 15) | Capital Surplus (Note 15) | Legal Reserve (Note 15) | Unappropriated Earnings (Note 15) | Total Equity | |
|---|---|---|---|---|---|
| BALANCE AT JANUARY 1, 2024 | $ 1,112,709 | $ 999,216 | $ 578,790 | $ 1,421,452 | $ 4,112,167 |
| Appropriation of 2023 earnings | |||||
| Legal reserve | - | - | 50,521 | (50,521) | - |
| Cash dividends – NT$4.3 per share | - | - | - | (478,465) | (478,465) |
| Net profit for the year ended December 31, 2024 | - | - | - | 831,085 | 831,085 |
| Other comprehensive income for the year ended December 31, 2024, net of income tax | - | - | - | 1,286 | 1,286 |
| Total comprehensive income for the year ended December 31, 2024 | - | - | - | 832,371 | 832,371 |
| BALANCE AT DECEMBER 31, 2024 | $ 1,112,709 | $ 999,216 | $ 629,311 | $ 1,724,837 | $ 4,466,073 |
| Appropriation of 2024 earnings | |||||
| Legal reserve | - | - | 83,237 | (83,237) | - |
| Cash dividends – NT$6 per share | - | - | - | (667,625) | (667,625) |
| Net profit for the year ended December 31, 2025 | - | - | - | 686,753 | 686,753 |
| Other comprehensive income for the year ended December 31, 2025, net of income tax | - | - | - | 1,654 | 1,654 |
| Total comprehensive income for the year ended December 31, 2025 | - | - | - | 688,407 | 688,407 |
| BALANCE AT DECEMBER 31, 2025 | $ 1,112,709 | $ 999,216 | $ 712,548 | $ 1,662,382 | $ 4,486,855 |
The accompanying notes are an integral part of the financial statements.
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TAIWAN STEEL UNION CO., LTD.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Income before income tax | $ 856,922 | $ 1,010,166 |
| Adjustments for : | ||
| Depreciation expense | 137,395 | 126,401 |
| Amortization expense | 5,152 | 3,082 |
| Finance costs | 3,957 | 162 |
| Interest income | (4,966) | (6,332) |
| Share of the profit or loss of subsidiary | (7,136) | (65,858) |
| Loss on disposal of property, plant and equipment | 12,994 | 1,287 |
| Write-down of inventories | 7,312 | 5,254 |
| Unrealized foreign currency exchange gain, net | (468) | (1,920) |
| Changes in operating assets and liabilities | ||
| Notes receivables | 178 | (178) |
| Trade receivables | 27,358 | 5,058 |
| Other receivables | 2,892 | 1,279 |
| Inventories | (29,047) | 7,117 |
| Other current assets | 11,577 | (18,944) |
| Notes payables | (3,150) | 3,150 |
| Trade payables | 8,241 | (2,040) |
| Other payables | 12,385 | 12,262 |
| Other current liabilities | 11,911 | (36,432) |
| Net defined benefit liabilities | 144 | (980) |
| Cash generated from operations | 1,053,651 | 1,042,534 |
| Interest received | 5,078 | 6,358 |
| Interest paid | (3,989) | (162) |
| Income taxes paid | (209,399) | (195,326) |
| Net cash generated from operating activities | 845,341 | 853,404 |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Proceeds from disposal of financial assets at amortized cost | - | 124,432 |
| Acquisition of investments accounted for using equity method | (9,000) | - |
| Payments for property, plant and equipment | (250,135) | (974,416) |
| Proceeds from disposal of property, plant and equipment | 1,578 | 1,848 |
| Decrease in other receivables from related parties | - | 120,000 |
| Increase in refundable deposits | (174) | - |
| Payments for intangible assets | (12,875) | (5,664) |
| Decrease in other financial assets | 26,402 | 5,598 |
| Increase in other non-current assets | - | (1) |
| Increase in prepayments for machinery and equipment | (57,617) | (17,288) |
| Net cash used in investing activities | (301,821) | (745,491) |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Proceeds from long-term borrowings | - | 574,000 |
| Repayments of long-term borrowings | (38,267) | (15,944) |
| (Continued) |
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TAIWAN STEEL UNION CO., LTD.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| Refund of guarantee deposits received | (399) | (1,441) |
| Dividends paid | (667,625) | (478,465) |
| Net cash generated from (used in) financing activities | (706,291) | 78,150 |
| NET INCREASE (DECREASE) IN CASH | (162,771) | 186,063 |
| CASH AT THE BEGINNING OF THE YEAR | 663,299 | 477,236 |
| CASH AT THE END OF THE YEAR | $ 500,528 | $ 663,299 |
The accompanying notes are an integral part of the financial statements.
(Concluded)
Attachment 5
Procedures for Asset Acquisition and Disposal
Comparison Table of Amended Provisions
| Provisions before amendment | Provisions after amendment | Reason of amendment |
|---|---|---|
| 4.2.1.1. The Board of Directors authorizes the Chairman to approve and execute matters within a limit of NT$300 million, with such actions to be reported to the Board during its most recent subsequent meeting. | 4.2.1.1. The Board of Directors authorizes the Chairman to approve and execute matters below NT$300 million, with such actions to be reported to the Board at its most recent subsequent meeting. | Adjust the approval thresholds based on the legal provisions of the 'Regulations Governing the Acquisition and Disposal of Assets by Public Companies'. |
| 4.2.1.2. For the acquisition or disposal of securities traded on a centralized exchange market or over-the-counter (OTC) at a brokerage firm, the Board of Directors authorizes the Chairman to approve and execute such matters within a limit of NT$300 million, with a report to be submitted to the Board at its most recent subsequent meeting. | 4.2.1.2. For the acquisition or disposal of securities traded on a centralized exchange market or over-the-counter (OTC), the Board of Directors authorizes the Chairman to approve and execute such matters for amounts under NT$300 million, with a report to be submitted to the Board at its most recent subsequent meeting. | |
| 4.2.1.3. For short-term investment of idle funds in government bonds, domestic bond funds, financial bonds, money market funds, and U.S. Treasury bonds: the General Manager is authorized to execute transactions with a per-transaction or daily cumulative amount of NT$1 million or less (inclusive); the CEO is authorized for amounts exceeding NT$1 million up to NT$50 million (inclusive); and amounts exceeding NT$50 million up to NT$300 million (inclusive) must receive prior approval from the Chairman before execution. | 4.2.1.3. For short-term investment of idle funds in government bonds, domestic bond funds, financial bonds, money market funds, and U.S. Treasury bonds: the Deputy General Manager is authorized to execute transactions with a per-transaction or daily cumulative amount of NT$1 million or less; the General Manager is authorized for amounts exceeding NT$1 million up to NT$3 million, for amounts exceeding NT$3 million up to NT$5 million, the CEO is authorized; and for amounts exceeding NT$5 million but under NT$300 million must receive prior approval from the Chairman before execution.. | In accordance with the new organizational structure, the table of approval authorities has been adjusted. |
| 4.2.2.1. For amounts up to and including NT$100,000, authorization is granted to the Procurement Manager. | 4.2.2.1. For amounts below NT$100,000, authorization is granted to the Procurement Manager. | Wording revisions. |
| 4.2.2.2 Amounts exceeding NT$100,000 but not more than NT$1,000,000 shall be subject to the Deputy General Manager's approval. | 1. New Article | |
| 2. In accordance with the new organizational structure, the table of approval authorities has been adjusted to add the Deputy General Manager's level of authority. | ||
| 4.2.2.2. General Manager approval is required for amounts over NT$100,000 and up to NT$1,000,000 (inclusive). | 4.2.2.3. General Manager approval is required for amounts over NT$1,000,000 and up to NT$3,000,000. | In accordance with the new organizational structure, the table of approval authorities has been adjusted to update the General Manager's level of authority. |
| 4.2.2.3. Amounts over NT$1,000,000 and up to NT$50,000,000 (inclusive) shall be subject to the CEO's approval. | 4.2.2.4. Amounts over NT$3,000,000 and up to NT$5,000,000 shall be subject to the CEO's approval. | In accordance with the new organizational structure, the table of approval authorities has been adjusted to update the CEO's level of authority. |
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Procedures for Asset Acquisition and Disposal
Comparison Table of Amended Provisions
| Provisions before amendment | Provisions after amendment | Reason of amendment |
|---|---|---|
| 4.2.2.4. Amounts over NT$50,000,000 and up to NT$300,000,000 (inclusive) shall be subject to the Chairman's approval. | 4.2.2.5. Amounts over NT$5,000,000 but less than NT$300,000,000 shall be subject to the Chairman's approval. | In accordance with the new organizational structure, the table of approval authorities has been adjusted to update the Chairman's level of authority. |
| 4.2.2.5. Amounts exceeding NT$300,000,000 shall be approved by the Board or submitted to the most recent Board meeting for ratification. | 4.2.2.6. Amounts of NT$300,000,000 and above shall be approved by the Board or submitted to the most recent Board meeting for ratification. | Adjusting authorization thresholds in accordance with the 'Regulations Governing the Acquisition and Disposal of Assets by Public Companies'. |
| 4.2.3.1 Amounts of NT$1,000,000 and below shall be subject to the Deputy General Manager's approval. | 1. New Article | |
| 2. In accordance with the new organizational structure, the table of approval authorities has been adjusted to add the Deputy General Manager's level of authority. | ||
| 4.2.3.1. Amounts of NT$1,000,000 and below (inclusive) shall be subject to the General Manager's authorization. | 4.2.3.2. Amounts exceeding NT$1,000,000 but not more than NT$3,000,000 shall be subject to the General Manager's approval." | In accordance with the new organizational structure, the table of approval authorities has been adjusted to update the General Manager's level of authority. |
| 4.2.3.2. Amounts over NT$1,000,000 and up to NT$50,000,000 (inclusive) shall be subject to the CEO's approval. | 4.2.3.3. Amounts over NT$3,000,000 and up to NT$5,000,000 shall be subject to the CEO's approval. | In accordance with the new organizational structure, the table of approval authorities has been adjusted to update the CEO's level of authority. |
| 4.2.3.3. Amounts over NT$50,000,000 and up to NT$300,000,000 (inclusive) shall be subject to the Chairman's approval. | 4.2.3.4. Amounts over NT$5,000,000 and less than NT$300,000,000 shall be subject to the Chairman's approval. | In accordance with the new organizational structure, the table of approval authorities has been adjusted to update the Chairman's level of authority. |
| 4.2.3.4. Amounts exceeding NT$300,000,000 shall be approved by the Board or submitted to the most recent Board meeting for ratification. | 4.2.3.5. Amounts of NT$300,000,000 and above shall be approved by the Board or submitted to the most recent Board meeting for ratification. | Adjusting authorization thresholds in accordance with the 'Regulations Governing the Acquisition and Disposal of Assets by Public Companies'. |
| 4.2.4. For the acquisition or disposal of intangible assets (such as patents, copyrights, trademarks, and franchises), right-of-use assets thereof, or memberships, the Board has authorized the Chairman to approve transactions up to NT$300,000,000; otherwise, such transactions shall be approved by the Board or submitted to the most recent Board meeting for ratification. | 4.2.4. For the acquisition or disposal of intangible assets (such as patents, copyrights, trademarks, and franchises), right-of-use assets thereof, or memberships, the Board has authorized the Chairman to approve transactions less than NT$300,000,000; otherwise, such transactions shall be approved by the Board or submitted to the most recent Board meeting for ratification. |
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Procedures for Asset Acquisition and Disposal
Comparison Table of Amended Provisions
| Provisions before amendment | Provisions after amendment | Reason of amendment |
|---|---|---|
| 5.3.1.3.3. The category of assets acquired or disposed of is equipment for operational use or its right-of-use assets, the counterparty is not a related party, and the transaction amount is less than NT$500,000,000 and above. | 5.1.3.3. The category of assets acquired or disposed of is equipment for operational use or its right-of-use assets, the counterparty is not a related party, and the transaction amount is less than NT$500,000,000 | Adjusting authorization thresholds in accordance with the 'Regulations Governing the Acquisition and Disposal of Assets by Public Companies'. |
| 5.3.1.3.4. For the acquisition of real estate through build-on-own-land, build-on-leased-land, joint development and allocation of housing units, joint development and profit sharing, or joint development and revenue sharing, where the counterparty is not a related party, and the transaction amount the company expects to invest is less than NT$500,000,000 and above. | 5.3.1.3.4. For the acquisition of real estate through build-on-own-land, build-on-leased-land, joint development and allocation of housing units, joint development and profit sharing, or joint development and revenue sharing, where the counterparty is not a related party, and the transaction amount the company expects to invest is less than NT$500,000,000. |
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Appendix 1
Taiwan Steel Union Co., Ltd. Articles of Incorporation
Chapter 1 General Provisions
Article 1: The Company shall be organized in accordance with the provisions of the Company Act as a joint stock company and shall be named Taiwan Steel Union Co.,Ltd.
Article 2: The Company’s business scope are listed on the left:
- J101030 Waste Disposing.
- J101040 Waste Treatment
- CA01990 Other Non-ferrous Metal Basic Industries
- C901990 Other Non-Metallic Mineral Products Manufacturing
- J101080 Resource Recycling
- J101090 Waste Disposal
- I199990 Other Consulting Service.
- E103101 Environmental protection works Specialized Construction Enterprises
- E599010 Piping Engineering
- E603050 Automatic Control Equipment Engineering.
- E603100 Electric Welding Engineering
- E604010 Machinery Installation
- EZ01011 Groundwater Drilling Well
- EZ05010 Instrument and Meters Installation Engineering.
- EZ99990 Other Engineering
- F106040 Wholesale of Plumbing Materials
- F113100 Wholesale of Pollution Controlling Equipments
- F401010 International Trade
- I101061 Professional Engineering Consulting
- I103060 Management Consulting Services
- I301010 Information Software Services
- I301020 Data Processing Services
- J101050 Environmental Testing Services.
- J101990 Other Environmental Sanitation and Pollution Prevention Service
- B601010 On land Clay and Stone Quarrying
- CB01010 Mechanical Equipment Manufacturing
- CB01030 Pollution Controlling Equipment Manufacturing
- CB01990 Other Machinery Manufacturing.
- CE01010 General Instrument Manufacturing
- EZ07010 Drilling Engineering
- IF04010 Non-destructive Testing
- J101060 Wastewater (Sewage) Treatment.
- ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.
Article 3 The Company shall have its head office located in Changhua County and, if necessary, may establish branches in domestic and foreign countries by resolution of the Board of Directors and consent of the competent authorities, and its establishment, abolition and changes shall be made by resolution of the Board of Directors.
Article 4 The method of public announcements made by the Company shall comply with the provisions of Article 28 of the Company Act.
Article 5 The Company may engage in interbank or inter-affiliate guarantees in accordance with the "Regulations Making of Endorsements/Guarantees" to the extent necessary for its scope business.
Article 6 The Company may authorize the Board of Directors to invest in other businesses, and the total amount of such investments shall not exceed 40% of the paid-in capital as provided in Article 13 of the Company Act.
Chapter 2 Shares
Article 7 The Company's capital is set at NT$1.6 billion, divided into 160 million shares with a par value of NT$10 each, of which unissued shares are authorized to be issued by the Board of Directors in installments.
NT$20,000,000 of the capital referred to in the preceding paragraph is reserved for the issuance of employee stock options in the amount of two million shares with a par value of NT$10 per share, which the Board of Directors is authorized to issue in installments.
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Article 7-1 The treasury stock acquired by the Company in accordance with the Company Act shall be transferred to employees it controls or are subordinate companies of the Company. The Company's employee stock options are issued to employees, including those it controls or are subordinate companies of the Company. When the Company issues new shares, the employees who take up the shares include those it controls or are subordinate companies of the Company. When the Company issues new shares with restricted rights to employees, the target group includes those it controls or are subordinate companies of the Company. The Board of Directors shall resolve the specific conditions of the first four authorizations in accordance with Article 202 of the Company Act.
Article 8 The shares of the Company shall be in registered form and shall be assigned with serial numbers and affixed with the personal signatures or seals of the director representing the Company, and shall be issued after being certified by the bank authorized to certify issuance of shares in accordance with the law. The shares issued by the Company shall be exempted from the printing of share certificates, but shall be kept or registered with a centralized securities depository.
Article 9 Changes to the shareholders' register shall cease within 60 days prior to the convening of a regular shareholders' meeting, within 30 days prior to the extempore shareholders' meeting, or within five days prior to the base date of the Company's decision to distribute dividends and bonuses or other benefits.
Article 10 The handling of the Company's stock affairs shall be governed by the "Regulations Governing the Administration of Shareholder Services of Public Companies" unless otherwise provided by laws and regulations and securities regulations.
Chapter 3 Shareholders' Meeting
Article 11 There shall be two types of shareholders' meetings: regular meetings shall be held once a year, within six months after the end of the fiscal year, by the Board of Directors in accordance with law, and special meetings shall be convened when necessary in accordance with law. The meeting referred to in the preceding paragraph may be held via virtual conference or in other means as announced by the central competent authority.
Article 11-1 The shareholders shall be notified of the date and place of the regular meeting and the reason for the convening of the meeting in accordance with Article 172 of the Company Act.
Article 12 If a shareholder is unable to attend a shareholders' meeting for any reason, he/she may fill out a proxy form issued by the Company, stating the scope of the proxy's authorization, and affix a personal sign or seal to appoint a proxy to attend the shareholders' meeting. In addition to the provisions of the Company Act, the use of the proxy form shall be in line with the "Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies" issued by the competent authority.
Article 13 The shareholders of the Company shall have one vote per share, unless otherwise provided by the relevant laws and regulations.
Article 14 Resolutions of the shareholders' meeting shall be made with the presence of shareholders representing a majority of the total number of issued shares, unless otherwise provided in the Company Act, and shall be carried out with the consent of a majority of the shareholders present.
Article 14-1 The shareholders of the Company may also exercise their voting rights by electronic means. Shareholders who exercise their voting rights by electronic means shall be deemed to be present in person and the related matters shall be handled in accordance with the provisions of relevant laws.
Article 14-2 The resolution of the shareholders' meeting shall be recorded in the minutes and signed or affixed with the seal of the chairman. Meeting minutes shall be kept together with the attendance card (sign-in card) of the shareholders present and the proxy form. The meeting minutes shall be distributed to the shareholders within 20 days, and may be prepared and distributed by electronic means or by announcement.
Article 15 The chairman of the Company shall preside over the shareholders' meeting convened by the board of directors. If the chairman of the board of directors is absent from work or is unable to exercise his or her duties and responsibilities for any reason, his or her proxy shall act in accordance with the provisions of Article 208 of the Company Act.
Article 15-1 If the Company wishes to revoke the public offering after the public offering, in addition to the approval of the Board of Directors, a resolution of the shareholders' meeting shall be required, and this provision shall remain unchanged during the period when the Company is listed on the Emerging Stock Exchange or during the period when the Company is listed in the future.
Chapter 4 Directors and Audit Committee
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Article 16 The Company shall have nine (9) to eleven (11) directors, who shall be elected by the shareholders from among the list of candidates under the candidate nomination system. The term of office shall be three years, and re-election shall be allowed. All directors shall hold no less than a certain percentage of the total number of shares issued by the Company, and the percentage shall be determined by the competent authorities.
In addition, the Company may purchase liability insurance for the directors during their term of office in respect of their liability under the law for the execution of their responsibilities. The Board of Directors is authorized to handle all matters related to insurance.
Article 16-1 There shall be no less than three independent directors and no less than one-third of the total number of directors as prescribed in the preceding Article shall be independent directors. The professional qualifications, shareholdings, restrictions on concurrent positions, acceptance of nominations and other matters to be followed by the independent director candidates shall be carried out in accordance with the relevant regulations of the competent securities authorities.
Article 16-2 The election of directors shall be conducted under the candidate nomination system as described in Article 192-1 of the Company Act. The nomination of candidates for director and the announcement of such nomination shall be made in accordance with the relevant provisions of the Company Act and the Securities and Exchange Act. Independent directors and non-independent directors shall be elected in the same election, but the respective votes shall be separately calculated to determine the elected independent directors and non-independent directors.
Article 16-3 The Company may establish an Audit Committee in lieu of supervisors in accordance with Article 14-4 of the Securities and Exchange Act, consisting of all independent directors. The Audit Committee and its members shall exercise their powers and duties and related matters in accordance with the Securities and Exchange Act and related laws and regulations.
Article 16-4 In accordance with Article 14-6 of the Securities and Exchange Act, the Company may, by resolution of the Board of Directors, form a Remuneration Committee, whose personnel and organizational procedures and related matters shall be handled by the Board of Directors in accordance with the provisions of the Securities and Exchange Act and related laws and regulations.
Article 17 When the number of directors falls short by one third of the total number prescribed in the Company's Articles of Incorporation, the Company shall call a special shareholders meeting within 60 days from the date of occurrence to hold a by-election to fill the vacancies.
Article 18 If a director's term of office expires without re-election, his or her executive duties shall be extended until the re-elected director assumes office.
Article 19 The Directors shall organize a board of directors' meeting with the presence of at least two-thirds of the directors and the consent of a majority of the directors present, and shall elect one of them from among themselves as the chairman of the board of directors to represent the Company externally and to preside over the shareholders' meeting and the board of directors internally, and to execute all affairs of the Company in accordance with the law, the Articles of Incorporation, and the resolutions of the shareholders' meeting and the board of directors.
Article 20 The Board of Directors shall be convened by the Chairman of the Board unless otherwise provided in the Company Act. If the chairman of the Board of Directors is absent from office or is unable to exercise his or her duties and responsibilities for any reason, his or her proxy shall act in his or her behalf in accordance with the provisions of Article 208 of the Company Act.
When a director delegates another director to attend a meeting of the Board of Directors by proxy, he or she shall issue a proxy form each time and list the scope of authority for the meeting. The foregoing proxies are limited to one person entrusted by one person.
If the board of directors meets by video conference, a director who participates in the meeting by video conference is considered to be present in person.
If a director resides abroad, he/she may appoint in writing another shareholder residing in Taiwan to attend the board meeting as his/her proxy regularly. The aforementioned proxy shall apply to the competent authority for registration, and the same applies to any change of proxy.
Article 21 The Board of Directors shall be convened with seven (7) days' notice and the reason for the convening shall be provide. However, meetings may be convened at any time in case of emergency. The foregoing may be convened in writing, by facsimile, or by electronic mail (electronic means) with the consent of the parties concerned.
Article 22. The compensation of all directors is authorized to be determined by the Board of Directors based on the extent of their participation in the Company's operations and the value of their contributions, as well as the domestic and international industry standards.
The Board of Directors may set reasonable remuneration for the independent directors that is
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different from that of the non-independent directors.
The Board of Directors is authorized to set the travel expenses for the attendance of the Company's directors with reference to the industry standards.
Chapter 5 – Managerial Officers
Article 23 The Company shall have a chief executive officer, a president (general manager), and several managers whose appointment, dismissal, and compensation shall be carried out in accordance with Article 29 of the Company Act.
Chapter 6 Accounting
Article 24 At the end of each fiscal year, the Board of Directors shall prepare and submit to the shareholders' meeting for recognition in accordance with the statutory procedures the following forms:
- Business Report
- Financial statements.
- Proposals for distribution of earnings or for making up losses.
Article 25. The Company shall allocate not less than 1% of annual net income before tax before employee, director, and supervisor compensation is deducted as employee compensation, at least 1% of the compensation will be distributed to non-executive employees. The Board of Directors resolves a decision to distribute it in stock or cash, and the recipients include employees of controlling or affiliated companies who meet the criteria set by the Board of Directors. The Company’s Board of Directors may resolve a decision to allocate no more than 3% of said net income before tax as director and supervisor compensation.
If the Company still has a cumulative deficit (including adjustments to the amount of undistributed earnings), it shall reserve an amount for compensation in advance, and then allocate an amount for employee, director, and supervisor compensation based on the percentages in the preceding paragraph.
The foregoing shall be resolved by the Board of Directors with the presence of at least two-thirds of the directors and the approval of a majority of the directors present, and reported to the shareholders' meeting.
If the Board of Directors resolves to pay compensation to employees in the form of employee stock, it may also resolve to issue new shares or to repurchase its own shares.
After closing of accounts, if there are earnings, the Company shall first pay tax, make up losses for the preceding years and then set aside a legal reserve of 10% of the net profit. However, when the legal reserve has reached the Company's paid-in capital, it may no longer be set aside, and if there is any remaining balance after the appropriation or reversal of the special reserve in accordance with the relevant laws or regulations or the competent authorities, the remaining balance shall be added to the accumulated undistributed earnings of the Company, and the Board of Directors shall prepare a proposal for the distribution of the earnings and submit it to the shareholders for resolution to distribute dividends and bonuses to the shareholders.
The Company’s dividend can be distributed in the form of cash dividends and stock dividends. However, considering the company’s current and future investment environment, capital needs, domestic and overseas competition conditions, and capital budgets, as well as shareholders’ interest, and balance of dividends and the Company’s long-term financial planning, the ratio of cash dividend for distribution shall not be less than 10% of the total dividends to be distributed, but the actual distribution ratio shall still be subject to the resolution adopted by the shareholders’ meeting.
If the foregoing dividends are to be paid in cash, it shall be approved by the Board of Directors with the presence of at least two-thirds of the board of directors and the resolution of a majority of the directors present. All or part of the dividends and bonuses to be distributed shall be paid in cash and reported to the shareholders’ meeting.
Article 26 Matters not provided for in these Articles of Incorporation shall be governed by the provisions of the Company Act and related laws and regulations.
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Article 27
These Articles of Incorporation were established on April 01, 1995.
The first amendment was made on August 24, 1996.
The second amendment was made on November 20, 1996.
The third amendment was made on June 16, 1997.
The fourth amendment was made on April 20, 1998.
The fifth amendment was made on February 29, 2000.
The sixth amendment was made on June 20, 2000.
The seventh amendment was made on May 26, 2003.
The eighth amendment was made on May 12, 2005.
The ninth amendment was made on August 02, 2005.
The tenth amendment was made on May 30, 2007.
The eleventh amendment was made on May 22, 2008.
The twelfth amendment was made on May 31, 2013.
The thirteenth amendment was made on June 06, 2014.
The fourteenth amendment was made on November 25, 2015.
The fifteenth amendment was made on March 23, 2016.
The sixteenth amendment was made on September 22, 2016.
The seventeenth amendment was made on July 13, 2017.
The eighteenth amendment was made on May 29, 2019.
The nineteenth amendment was made on May 30, 2024.
The twentieth amendment was made on May 27, 2025.
Taiwan Steel Union Co., Ltd.
Chairman: Tsai-Hsiang Lin
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Appendix 2
Taiwan Steel Union Co., Ltd.
Rules of Procedure for Shareholders' Meetings
- Purpose
In order to establish a good governance system for shareholders' meetings, improve the supervisory function and strengthen management capabilities, these Rules are hereby set forth in accordance with the "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies".
- Scope of Application
The Rules of Procedures for Shareholders' Meetings of the Company shall be governed by these rules of regulations, unless otherwise provided by law or the Articles of Incorporation.
- Authority and Responsibility
The Administration Department is responsible for proposing amendments to these rules and regulations.
- Contents
4.1. Notice of Shareholders' Meeting and Meeting :
4.1.1. Unless otherwise provided by Taiwan law or regulation, the Company's Shareholders Meetings shall be convened by the Board of Directors. Except as otherwise specified in the "Regulations Governing the Administration of Shareholder Services of Public Companies", virtual conference as a form of the Company's shareholders' meeting shall be set forth in the Articles of Incorporation and resolved by the board of directors. Any virtual-only shareholders' meetings shall be approved by a majority of directors present at the board meeting attended by at least two-thirds of the directors.
4.1.2. Changes to how the Company convenes its shareholders' meeting shall be resolved by the board of directors, and shall be made no later than mailing of the shareholders' meeting notice.
4.1.3. The Company shall prepare electronic versions of the shareholders' meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders' meeting or before 15 days before the date of a special shareholders' meeting. In addition, the Company shall prepare electronic versions of the shareholders' meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders' meeting or before 15 days before the date of the special shareholders' meeting. If, however, the Company has the paid-in capital of NT$10 billion or more as of the last day of the most current fiscal year, or total shareholding of foreign shareholders and PRC shareholders reaches 30 percent or more as recorded in the register of shareholders of the shareholders' meeting held in the immediately preceding year, transmission of these electronic files shall be made by 30 days before the regular shareholders' meeting. In addition, 15 days before the date of the shareholders' meeting, the Company shall also have prepared the shareholders' meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at the Company and the shareholder services agent designated thereby.
4.1.4. The Company shall make the meeting agenda and supplemental meeting materials in 4,1,3 available to shareholders for review in the following manner on the date of the shareholders' meeting:
4.1.4.1. For physical shareholders' meetings, to be distributed on-site at the meeting.
4.1.4.2. For hybrid shareholders' meetings, to be distributed on-site at the meeting and shared on the virtual meeting platform.
4.1.4.3. For virtual-only shareholders' meetings, electronic files shall be shared on the virtual meeting platform.
4.1.5. The reasons for convening a Shareholders Meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.
4.1.6. Election or dismissal of directors, amendments to the articles of incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of
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competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 of the Company Act, Articles 26-1 and 43-6 of the Securities Exchange Act, Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out and the essential contents explained in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extraordinary motion.
4.1.7. When the convening of a regular meeting of shareholders has set forth the general re-election of directors and the date of their terms of office, and after the completion of such re-election at such general meeting, the date of their terms of office shall not be changed at the same meeting by way of extempore motion or otherwise.
4.1.8. A shareholder holding 1 percent or more of the total number of issued shares may submit to the Company a written proposal for discussion at a regular shareholders meeting. Such proposals, however, are limited to one item only, and no proposal containing more than one item will be included in the meeting agenda. In addition, when the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Taiwan Company Act apply to a proposal put forward by a shareholder, the Board of Directors may exclude it from the agenda. A shareholder may make a proposal to promote the public interest or fulfill social responsibility. Such proposals, however, are limited to one item only in accordance with Article 172-1 of the Company Act, and no proposal containing more than one item will be included in the meeting agenda.
4.1.9. Prior to the book closure date before a regular shareholders meeting is held, the Company shall publicly announce that it will receive shareholder proposals, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.
4.1.10. Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders meeting and take part in discussion of the proposal.
4.1.11. Prior to the date for issuance of notice of a shareholders meeting, the Company shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of paragraphs 4.1.8. and 4.1.10. At the shareholders meeting the Board of Directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.
4.2. Proxy to attend shareholders' meetings and authorization.
4.2.1. For each shareholders' meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the Company and stating the scope of the proxy's authorization.
4.2.2. A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting, and shall deliver the proxy form to the Company before 5 days before the date of the shareholders meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment.
4.2.3. After a proxy form has been delivered to the Company, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to the Company before 2 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.
4.2.4. After a proxy form has been delivered to the Company, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to the Company before 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.
4.3. Principles determining the time and place of a Shareholder Meeting:
4.3.1. The venue for a shareholders' meeting shall be the premises of the Company, 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. Full consideration shall be given to the opinions of the Independent Directors with respect to the place and time of the meeting.
4.3.2. The restrictions on the place of the meeting described in 4.3.1 shall not apply when the Company convenes a virtual-only shareholders' meeting.
4.4. Preparation of documents such as the attendance book:
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4.4.1. The Company shall specify in its shareholders’ meeting notices the time during which attendance registrations for shareholders, solicitors and proxies (collectively referred to as "shareholders") will be accepted, the place to register for attendance, and other matters for attention.
4.4.2. The time during which shareholder attendance registrations will be accepted by the Company, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations. For virtual-only 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.
4.4.3. Shareholders shall attend shareholders’ meetings based on attendance cards, sign-in cards, or other certificates of attendance. The Company may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.
4.4.4. The Company shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.
4.4.5. The Company shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker’s slips, voting slips, and other meeting materials. Where there is an election of Directors, pre-printed ballots shall also be furnished.
4.4.6. When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders’ meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.
4.4.7. In the event of a virtual-only shareholders’ meeting, shareholders wishing to attend the meeting online shall register with the Company two days before the meeting date.
4.4.8. In the event of a virtual shareholders’ meeting, the Company shall upload the meeting agenda book, annual report and other meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.
4.5. The chair and non-voting participants of a Shareholder Meeting:
4.5.1. If a Shareholder’s Meeting is convened by the Board of Directors, the meeting shall be chaired by the Chairman of the Board. When the Chairman of the Board is on leave or for any reason unable to exercise the powers of the Chairman, the vice Chairman shall act in place of the Chairman; if there is no vice Chairman or the vice Chairman also is on leave or for any reason unable to exercise the powers of the vice Chairman, the Chairman shall appoint one of the Managing Directors to act as chair, or, if there are no Managing Directors, one of the Directors shall be appointed to act as chair. Where the Chairman does not make such a designation, the Managing Directors or the Directors shall select from among themselves one person to serve as chair.
4.5.2. When a Managing Director or a Director serves as chair, as referred to in paragraph 4.5.1., the Managing Director or Director shall be one who has held that position for 6 months or more and who understands the financial and business conditions of the company. The same shall be true for a representative of a juristic person director that serves as chair.
4.5.3. It is advisable that Shareholders Meetings convened by the Board of Directors be chaired by the Chairman of the Board in person and attended by a majority of the Directors, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minute..
4.5.4. If a shareholders’ meeting is convened by someone other than the Board of Directors, the chairman of the meeting shall be the convener of the meeting, and if there are more than two conveners, one shall be elected from among themselves.
4.5.5. The Company may appoint its attorneys, certified public accountants, or related persons retained by it to attend a Shareholder’s Meeting in a non-voting capacity.
4.6. Documentation of a Shareholder Meeting by audio or video recording
4.6.1. The Company, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures.
4.6.2. The recorded materials referred to in paragraph 4.6.1. shall be retained for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.
4.6.3. Where a shareholders’ meeting is held online, the Company shall keep records of shareholder registration, sign-in, check-in, questions raised, votes cast and results of votes counted by the
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Company, and continuously audio and video record, without interruption, the proceedings of the virtual meeting from beginning to end.
4.6.4. The information and audio and video recording in 4.6.3 shall be properly kept by the Company during the entirety of its existence, and copies of the audio and video recording shall be provided to and kept by the party appointed to handle matters of the virtual meeting.
4.7. Calculation of the number of shares present at the shareholders’ meeting.
4.7.1. Attendance at shareholders’ meetings shall be counted based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in, and the shares checked in on the virtual meeting platform, plus the number of shares whose voting rights are exercised by correspondence or electronically.
4.7.2. The chair shall call the meeting to order at the appointed meeting time. The number of non-voting rights and the number of shares present will be announced at the same time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than 1 hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned. In the event of a virtual-only shareholders’ meeting, the Company shall also declare the meeting adjourned at the virtual meeting platform.
4.7.3. If the quorum is not met after two postponements as referred to in paragraph 4.7.2., but 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 Taiwan Company Act; all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within 1 month. In the event of a virtual shareholders’ meeting, shareholders intending to attend the meeting online shall re register to the Company in accordance with 4.4.7.
4.7.4. 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.
4.8. Discussion of proposals
4.8.1. If a 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.
4.8.2. The provisions of paragraph 4.8.1. apply mutatis mutandis to a shareholders meeting convened by a party with the power to convene that is not the Board of Directors.
4.8.3. The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding paragraphs 4.8.1. and 4.8.2. (including extempore motions), except by a resolution of the shareholders’ meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the Board of Directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.
4.8.4. The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the 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.
4.9. Shareholder’s Speech:
4.9.1. Before speaking, an attending shareholder must specify on a speaker’s slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.
4.9.2. 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.
4.9.3. 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 rules or exceeds the scope of the agenda item, the chair may terminate the speech.
4.9.4. 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.
4.9.5. When a juristic person shareholder appoints two or more representatives to attend a
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shareholders meeting, only one of the representatives so appointed may speak on the same proposal.
4.9.6. After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
4.9.7. 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 provisions of 4.9.1. to 4.9.5. shall not be applied.
4.10. Calculation of voting shares and recusal system:
4.10.1. Voting at a shareholders meeting shall be calculated based the number of shares.
4.10.2. With respect to resolutions of shareholders’ meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.
4.10.3. When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of the Company, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.
4.10.4. The number of shares for which voting rights may not be exercised under paragraph 4.10.3 shall not be calculated as part of the voting rights represented by attending shareholders.
4.10.5. With the exception of a trust enterprise or a shareholder services agent approved by the Taiwan competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed 3 percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.
4.11. Voting, Vote Monitoring and Vote Counting:
4.11.1. A shareholder shall be entitled to one vote for each share held, except when the shares are restricted to shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.
4.11.2. When the Company holds a shareholders meeting, 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 extempore motions and amendments to original proposals of that meeting; it is therefore advisable that the Company avoid the submission of extempore motions and amendments to original proposals.
4.11.3. A shareholder intending to exercise voting rights by correspondence or electronic means under paragraph 4.11.2 shall deliver a written declaration of intent to the Company 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.
4.11.4. 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 via visual communication method, a written declaration of intent to retract the voting rights already exercised under paragraph 4.11.3. shall be made known to the Company, by the same means by which the voting rights were exercised, before 2 business days before the date of the shareholders meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders meeting, the voting rights exercised by the proxy in the meeting shall prevail.
4.11.5. Except as otherwise provided in the Company Act and in the Company’s Articles of Incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS
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4.11.6. 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.
4.11.7. 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 the Company.
4.11.8. Vote counting for shareholders’ meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.
4.11.9. When the Company convenes a virtual shareholders’ meeting, after the chair declares the meeting open, shareholders attending the meeting online shall cast votes on proposals and elections on the virtual meeting platform before the chair announces the voting session ends or will be deemed abstained from voting.
4.11.10. In the event of a virtual-only 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.
4.11.11. When the Company convenes a hybrid shareholders' meeting, if shareholders who have registered to attend the meeting online in accordance with 4.4.7. 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.
4.11.12. 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.
4.12. Election of Directors:
4.12.1. The election of Directors at a shareholders’ meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as Directors and the numbers of votes with which they were elected.
4.12.2. The ballots for the election referred to in paragraph 4.12.1 shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.
4.13. Meeting Minutes and Signatures:
4.13.1. 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.
4.13.2. The Company may distribute the meeting minutes of paragraph 4.13.1. by means of a public announcement made through the MOPS.
4.13.3. The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair’s full name, the methods by which resolutions were adopted, and a summary of the deliberations and their results (including voting rights counted). When there is an election of directors, the number of votes received by each candidate shall be disclosed. The records shall be retained for the duration of the existence of the Company.
4.13.4. Where a virtual shareholders’ meeting is convened, in addition to the particulars to be included in the meeting minutes as described in 4.13.3., 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.
4.13.5. When convening a virtual shareholders’ meeting, other than compliance with the aforementioned requirements specified in 4.13.4., the Company shall specify in the meeting minutes alternative measures available to shareholders with difficulties in attending a virtual shareholders’ meeting online.
4.14. External Announcements:
4.14.1. On the day of a shareholders’ meeting, the Company shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation, the
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number of shares represented by proxies and the number of shares represented by shareholders attending the meeting by correspondence or electronic means, and shall make an express disclosure of the same at the place of the shareholders' meeting. In the event a virtual shareholders' meeting, the Company shall upload the above meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.
4.14.2. During the Company's virtual shareholders' meeting, when the meeting is called to order, the total number of shares represented at the meeting shall be disclosed on the virtual meeting platform. The same shall apply whenever the total number of shares represented at the meeting and a new tally of votes is released during the meeting.
4.14.3. If matters put to a resolution at a shareholders meeting constitute material information under applicable Taiwan laws or regulations or under Taiwan Stock Exchange Corporation (or Taipei Exchange) regulations, the Company shall upload the content of such resolution to the MOPS within the prescribed time period.
4.15. Maintaining Order at the Meeting Venue:
4.15.1. Staff handling administrative affairs of a shareholders meeting shall wear identification cards or arm bands.
4.15.2. 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."
4.15.3. At the place of a shareholders meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the Company, the chair may prevent the shareholder from so doing.
4.15.4. 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.
4.16. Recess and Resumption of Shareholders' Meeting:
4.16.1. When a meeting is in progress, the chair may announce a break based on time considerations. 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.
4.16.2. If the meeting venue is no longer available for continued use and not all of the items (including extempore motions) on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue.
4.16.3. A resolution may be adopted at a shareholders meeting to defer or resume the meeting within 5 days in accordance with Article 182 of the Company Act.
4.17. To convene a virtual shareholders' meeting, the Company shall include the follow particulars in the shareholders' meeting notice:
4.17.1. How shareholders attend the virtual meeting and exercise their rights. How shareholders attend the virtual meeting and exercise their rights.
4.17.2. Actions to be taken if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events, at least covering the following particulars:
4.17.2.1. To what time the meeting is postponed or from what time the meeting will resume if the above obstruction continues and cannot be removed, and the date to which the meeting is postponed or on which the meeting will resume.
4.17.2.2. Shareholders not having registered to attend the affected virtual shareholders' meeting shall not attend the postponed or resumed session.
4.17.2.3. When a hybrid shareholders' meeting is convened, and the virtual meeting cannot continue, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders' meeting online, still meets the minimum legal requirement for a shareholders' meeting, then the shareholders' meeting shall continue. 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.
4.17.2.4. Actions to be taken if the outcome of all proposals have been announced and extraordinary motion has not been carried out.
4.17.3. To convene a virtual-only shareholders' meeting, appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders' meeting online shall be
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specified. Except for the situations specified in Paragraph 6, Article 44-9 of the "Regulations Governing the Administration of Shareholder Services of Public Companies," at least connection equipment and necessary assistance shall be provided to shareholders, and the time limit for shareholders to apply to the Company and other relevant Matters that need attention shall be specified.
4.18. In the event of a virtual shareholders' meeting, the Company shall disclose real-time results of votes and election immediately after the end of the voting session on the virtual meeting platform according to the regulations, and this disclosure shall continue at least 15 minutes after the chair has announced the meeting adjourned.
4.19. When the Company convenes a virtual-only shareholders' meeting, both the chair and secretary shall be in the same location, and the chair shall declare the address of their location when the meeting is called to order.
4.20. Handling of disconnection:
4.20.1. In the event of a virtual shareholders' meeting, unless under a circumstance where a meeting is not required to be postponed or resumed at another time under Paragraph 4 of Article 44-20 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 or resumed on another date within five days, in which case Article 182 of the Company Act shall not apply.
4.20.2. For a meeting to be postponed or resumed as described in 4.20.1., shareholders who have not registered to participate in the affected shareholders' meeting online shall not attend the postponed or resumed session.
4.20.3. For a meeting to be postponed or resumed according to 4.20.1., the number of shares represented by, and voting rights and election rights exercised by the shareholders who have registered to participate in the affected shareholders' meeting and have successfully signed in the meeting, but do not attend the postpone or resumed session, at the affected shareholders' meeting, shall be counted towards the total number of shares, number of voting rights and number of election rights represented at the postponed or resumed session.
4.20.4. During a postponed or resumed session of a shareholders' meeting held according to 4.20.1., no further discussion or resolution is required for proposals for which votes have been cast and counted and results have been announced, or list of elected directors.
4.20.5. When the Company convenes a hybrid shareholders' meeting, and the virtual meeting cannot continue as described in 4.20.1., 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 4.20.1. is required.
4.20.6. Under the circumstances where a meeting should continue as in 4.20.5., 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.
4.20.7. When postponing or resuming a meeting according to 4.20.1., the Company shall handle the preparatory work based on the date of the original shareholders' meeting in accordance with the requirements listed under Paragraph 7 of Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies.
4.20.8. For dates or period set forth under second half of Article 12 and Paragraph 3 of Article 13 of Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, and Paragraph 2 of Article 44-5, Article 44-15, and Paragraph 1 of Article 44-17 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall handle the matter based on the date of the shareholders' meeting that is postponed or resumed under 4.20.1.
4.21. When convening a virtual-only shareholder's meeting, the Company shall specify in the meeting minutes alternative measures available to shareholders with difficulties in attending a virtual-only shareholders' meeting online. Except for the situations specified in Paragraph 6, Article 44-9 of the "Regulations Governing the Administration of Shareholder Services of Public Companies," at least connection equipment and necessary assistance shall be provided to shareholders, and the time limit for shareholders to apply to the Company and other relevant Matters that need attention shall be specified.
4.22. These Rules, and any amendments hereto, shall be implemented after adoption by Shareholders Meetings.
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- Reference Information
5.1. Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies (government regulations).
5.2. Company Act (government regulations).
5.3. Securities and Exchange Act (government regulations)
5.4. "Sample Template for XXX Co., Ltd. Rules of Procedure for Shareholders Meetings (government regulations).
5.5. Procedures for the Election of Directors
5.6. Regulations Governing the Offering and Issuance of Securities by Securities Issuers (government law).
5.7. Regulations Governing the Administration of Shareholder Services of Public Companies (government law).
5.8. Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies (government law).
- Form (the form format is authorized to be prescribed, amended, or repealed by the Company's competent authority in accordance with the latest regulations)
6.1. Shareholders' meeting notice
6.2. Proxy form
6.3. Meeting Handbook for shareholders' meetings
6.4. Supplementary information of the meeting
6.5. Attendance card
6.6. Sign-in card
6.7. Attendance book
6.8. Annual report
6.9. Speaker's slip
6.10. Voting slip
6.11. Election ballot
6.12. Meeting minutes
6.13. Statistical tables
- Control points
7.1. Does the Company have a sign-in book for attending shareholders to sign in or attend with an attendance card (attendance sign-in card)?
7.2. Does the Company record and videotape the entire shareholders' meeting and retain it for at least one year?
7.3. A shareholder can issue a proxy form and appoint one person as a proxy only, with the proxy form delivered to the Company five days before the shareholders' meeting. If there is any duplication of proxies, the first one to be delivered shall prevail.
7.4. Are announcements required to be made in accordance with the relevant regulations?
Appendix 3
Taiwan Steel Union Co., Ltd.
Shareholdings of the Company’s directors
I. The Company has a registered capital of NT$1,600,000,000 and a paid-in capital of NT$1,112,708,870.
II. In accordance with Article 26 of the Securities and Exchange Act, the shareholdings of all directors of the Company shall be no less than 8,000,000 shares.
III. The number of shares held by individuals and all directors as of March 31, 2026 is shown below.
| Name of Director | Title | Representative | Shareholdings | % |
|---|---|---|---|---|
| Feng Hsin Steel Co., Ltd. | Chairman | Tsai-Hsiang Lin | 26,758,587 | 24.05% |
| Tung Ho Steel Enterprise Corp. | Director | Ming-Tsung Liu | 24,829,009 | 22.31% |
| Director | Yao-Ying Hsiao | |||
| Hai Kwang Enterprise Corp. | Director | Wei-Han Huang | 9,691,512 | 8.71% |
| Shyeh Sheng Fuat Steel & Iron Works Co., Ltd. | Director | Huang-Chang Huang | 9,677,573 | 8.70% |
| Chien Shun Steel Co., Ltd. | Director | Mei-Hui Chen | 6,116,469 | 5.50% |
| Chengchuang Investment Co., Ltd | Director | Kai-Ming Lin | 4,158,000 | 3.74% |
| Chuan-Chuan Wu | Independent Director | — | — | |
| Tien-Chin Chang | Independent Director | — | — | |
| Xiao-Xin Huang | Independent Director | — | — | |
| Gen-Cheng Wu | Independent Director | — | — | |
| Total | 81,231,150 | 73.01% |
Appendix 4
Effect of this stock grant on the Company’s operating results, earnings per share and shareholders’ return on investment.
The Company did not allot any stock grants during the year, therefore, it is not applicable.
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