Stock Code: 2527

Hung Ching Development & Construction Co., Ltd.

2024 Special Shareholders' Meeting

Meeting Handbook

Time and Date: 10:00 a.m., Thursday, September 26, 2024 Place: No. 13, Lane 751, Kangning Street, Xizhi District, New Taipei City (Asehome Design Center)

The method for convening of the shareholders' meeting: Physical shareholder's meeting

Notice to Readers:

For the convenience of readers, the Meeting Handbook has 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-version shall prevail.

Table of Contents

Hung Ching Development & Construction Co., Ltd. 2024 Special Shareholders' Meeting Procedure

• I. Call the Meeting to Order

• II. Chair's Remarks

• III. Discussion Items

• IV. Extempore Motions

• V. Adjournment

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Hung Ching Development & Construction Co., Ltd.

2024 Special Shareholders' Meeting Agenda

• I. Time and Date: 10:00 a.m., Thursday, September 26, 2024

• II. Place: No. 13, Lane 751, Kangning Street, Xizhi District, New Taipei City (Asehome Design Center)

• III. The method for convening of the shareholders' meeting: Physical shareholder's meeting.

• IV. Chair's Remarks

• V. Discussion Items

• No 1: Sold Kaohsiung K13 factory building to Advanced Semiconductor Engineering, Inc.

• VI. Extempore Motions.

• VII.Adjournment.

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Discussion Items

Item 1 (Proposed by the Board of Directors)

• Proposal: Sold Kaohsiung K13 factory building to Advanced Semiconductor Engineering, Inc.

• Explanation: 1. The K13 factory building was originally leased jointly by the Company and Advanced Semiconductor Engineering, Inc. (hereinafter referred to as ASE) from the Ministry of Economic Affairs, Export Processing Zone Administration (now renamed as the Ministry of Economic Affairs, Organization Act of the Bureau of Industrial Parks, hereinafter referred to as the Bureau of Industrial Parks). The lease was for land located at No. 685, Heping 2nd Subsection, Nanzi District. In accordance with the Bureau of Industrial Parks' regulations, the two parties jointly applied for construction of the factory building on this land. In June 2020, the two parties signed a cooperation development agreement. This agreement stipulated that, to shorten the construction period, ASE would transfer its original leased land (53% of No. 685) to the Company (the Company originally leased 47% of No. 685, increasing to 100% after the transfer). The Company would then apply for construction independently. The agreement also stipulated that upon completion of the building, if ASE or its related companies wished to exercise their right of first purchase, the two parties would deduct 3.33% from the total sales price as the transaction price. The building has now been completed and obtained a usage permit on June 19, 2024, and a building ownership certificate on July 23, 2024.

• ASE proposed to purchase the K13 building from the Company to meet its business needs. Following the purchase, the building will be renamed as the K18 factory building. After consulting with Savills Taiwan and Cushman & Wakefield the appraised values were NT$5,510,500,000 (excluding tax) and NT$5,377,686,626 (excluding tax), respectively. Following negotiations between the finance departments of both parties, it was recommended to use the average of the two appraised values as the basis for the transaction price. In accordance with Article 4, Clause 4 of the Cooperation Development Agreement signed by both parties in June 2020, ASE along with its affiliated company has the priority to purchase the building after its completion. Considering ASE's investment in the leased land since 2003, including original investment, compensation for land development costs, payment of

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consideration for land exchange with third parties, and transfer of the value of the leased land rights, Hung Ching is entitled to a discount of 3.33% of the total sales price of the building, reflecting ASE's investment costs. Therefore, after deducting the discount of NT$181,288,307, the transaction price is set at NT$5,263,000,000, rounded to the nearest million.

Note: K13 factory is located at ① No. 25, Central 2nd St., Nanzi Dist., Kaohsiung City, with an area of 7.61 Ping.

• ② No. 35, Central 2nd St., Nanzi Dist., Kaohsiung City (entire building), encompassing 12 floors above ground and 2 floors below ground, with an area of 32,991.92 Pings.

• If the above price represents the transaction price, the profit for this case is NT$701,886,000.

• This share transaction is categorized as a related-party transaction, due to which it shall be subject to the evaluation pursuant to the provisions of "Procedures for Acquisition or Disposal of Assets". The evaluation should include the purpose of the disposal, its necessity, anticipated benefits, the rationale for selecting the related party as the transaction counterparty, and a projected cash flow statement for the next twelve months, beginning with the anticipated month of contract signing. The evaluation data can be found on pages 6-12 of this manual.

• The disposal of this subject represents more than 10% of Hung Ching’s total assets. Consequently, both parties must execute a sales contract following approval by the shareholders' meeting. However, due to business requirements, ASE desires to take possession of the K13 factory on September 1, 2024. Therefore, both parties have signed a separate handover agreement. This agreement stipulates that if the disposal of this target is not approved at the extraordinary shareholders' meeting convened by the Company, both parties agree to transition the transaction to a lease, with the commencement date of September 1, 2024. The lease amount, lease period, and other conditions will be negotiated separately by both parties.

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1. As ASE serves as the director of the Company, pursuant to Article 223 of the Company Act, the building purchase and sale contract with ASE should be represented by the Supervisor. However, as the Company has established an Audit Committee to replace the Supervisor, we propose that an Independent director be elected to represent the Company in the negotiation and signing of the building purchase and sale contract.

2. Attachment: Evaluation of Related-Party Transaction (please refer to Pages 6-12 of the Handbook).

.

Resolution:

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Hung Ching Development & Construction Co., Ltd. Evaluation of Related-Party Transaction

Pursuant to Article 15 of the Financial Supervisory Commission's "Procedures for Acquisition or Disposal of Assets", this document presents an evaluation of the relevant information pertaining to related-party transactions.

I. The Purpose, Necessity and Anticipated Benefit of the Acquisition:

1. Disposal purpose: The K13 factory building was originally leased jointly by the Company and Advanced Semiconductor Engineering, Inc. (hereinafter referred to as ASE) from the Ministry of Economic Affairs, Export Processing Zone Administration (now renamed as the Ministry of Economic Affairs, Organization Act of the Bureau of Industrial Parks, hereinafter referred to as the Bureau of Industrial Parks). The lease was for land located at No. 685, Heping 2nd Subsection, Nanzi District. In accordance with the Bureau of Industrial Parks' regulations, the two parties jointly applied for construction of the factory building on this land. In June 2020, the two parties signed a cooperation development agreement. This agreement stipulated that, to shorten the construction period, ASE would transfer its original leased land (53% of No. 685) to the Company (the Company originally leased 47% of No. 685, increasing to 100% after the transfer). The Company would then apply for construction independently. Upon the completion of the K13 factory building, ASE or its affiliated companies have the priority to purchase the property. Now that the K13 factory building has been completed, ASE has expressed its intention to purchase the property due to business needs. Therefore, we intend to sell the K13 factory building to increase operating revenue and create profit.

2. Disposal necessity: The development and lease of industrial factories constitute a significant business line and revenue source for the Company. In fiscal year 2023, our capital requirements increased substantially due to the acquisition of shares in Luchu Development Corporation and the successful bid for the Jasper Villa Tianmu project. As of June 30, 2024, the bank loan balance reached NT$14,635,158 thousand, representing an increase of approximately NT$4 billion compared to the same period in the previous year of NT$10,621,322 thousand (June 30, 2023). Furthermore, we secured a NT$1.5 billion loan from our affiliated company, ASE TEST, INC., in January 2024. Consequently, the sale of the Kaohsiung K13 factory building will not only generate operating profits

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but also enable us to repay construction financing, the NT$1.5 billion loan from our affiliated company, and other bank loans. This disposition will enhance our financial structure and reduce interest expenses. Therefore, this disposition is deemed necessary.

1. Anticipated Benefit:

2. ① Determination of Selling Price and Reference Basis

After consulting the valuation reports from professional institutions, namely Savills Taiwan (commissioned by Hung Ching) and Cushman & Wakefield (commissioned by ASE), the estimated values are NT$5,510,500,000 (excluding tax) and NT$5,377,686,626 (excluding tax), respectively. Following negotiations between the finance departments of both parties, it was recommended to use the average of the two appraised values as the basis for the transaction price. In accordance with Article 4, Clause 4 of the Cooperation Development Agreement signed by both parties in June 2020, ASE along with its affiliated company has the priority to purchase the building after its completion. Considering ASE's investment in the leased land since 2003, including original investment, compensation for land development costs, payment of consideration for land exchange with third parties, and transfer of the value of the leased land rights, Hung Ching is entitled to a discount of 3.33% of the total sales price of the building, reflecting ASE's investment costs. Therefore, after deducting the discount of NT$181,288,307, the transaction price is set at NT$5,263,000,000, rounded to the nearest million.

Currency Unit: NT$

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Note: K13 factory is located at a. No. 25, Central 2nd St., Nanzi Dist., Kaohsiung City, with an area of 7.61 Ping.

b. No. 35, Central 2nd St., Nanzi Dist., Kaohsiung City (entire building), encompassing 12 floors above ground and 2 floors below ground, with an area of 32,991.92 Pings.

② If the above price represents the transaction price, the profit for this case is as follows:

Currency Unit: NT$

③ Comparison of Gross Profit from factory Sales to the Previous Year

Currency Unit: NT$

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The gross profit margin for this sale was 13.34%, lower than that of K25 and K27. This difference is primarily attributed to the valuation provided by the two professional appraisal firms. They deemed K13 to be of significant scale, and no comparable cases existed in the Nanzih Park. Consequently, the building was valued solely using the cost approach, without employing any comparative valuation methods. However, as this sale involved a relatedparty transaction, the valuation provided by the professional appraisal firms could only serve as a reference for price negotiation. This resulted in a lower gross profit margin compared to K25 and K27.

• II. Reasons for choosing the related party as a trading counterparty:

• The Company's factory is being constructed for sale. The primary considerations for the sale are the selling price and profit. The buyer's relationship to the company is not a primary consideration. However, if the buyer is a related party, the transaction will be conducted in accordance with the regulations for related party transactions outlined in the Financial Supervisory Commission's "Procedures for Acquisition or Disposal of Assets".

• ASE, due to business needs, intends to purchase the newly constructed factory from the Company. Selling the factory immediately upon completion would reduce the Company's financial pressure, enabling immediate repayment of construction financing and other loans, thereby improving the financial structure and lowering interest expenses. If the factory is not sold to ASE, it will be necessary to find another buyer. During the sales period, the Company would incur monthly interest expenses of approximately NT$12,000 thousand (NT$5,526,150 (including tax) * 2.6% / 12 = NT$11,973). Additionally, the Company would need to raise funds to meet future operational needs. Therefore, after evaluating the average of the valuations provided by two professional institutions, the selling price is considered reasonable. The Company has chosen to engage in a related-party transaction.

• III. The date and price at which the related party originally acquired the real property, the original trading counterparty, and its relationship with the Company and the related party:

The subject property in this case was acquired by the Company through self-

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construction on land leased from the Bureau of Industrial Parks. Consequently, the original acquisition date, price, and transaction counterparty information are not applicable.

IV. A cash flow forecast for the next year (Refer to Page 10 of the Handbook) commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the funds utilization.

In addition to the ongoing joint construction project at the Chongli factory, the Company anticipates obtaining the construction permit for the Fubaitian community in Zhubei between the end of this year and the first quarter of next year. Construction of the Kaohsiung K28 factory is scheduled to commence in January 2025. These projects, along with the acquisition of shares in Luchu Development Corporation and the successful bid for the Jasper Villa Tianmu auction, have resulted in a significant increase in bank loans. The Company anticipates future operational funding requirements. The proceeds from the sale will be used to repay construction financing for these projects and other outstanding loans, significantly benefiting the Company's overall financial management. Therefore, the sale is necessary and the overall financial utilization is reasonable.

V. Professional appraisal report obtained in accordance with applicable regulations.

1. Savills Taiwan (Commissioned by Hung Ching) has determined a valuation amount of NT$5,510,500,000 (excluding tax).

2. Cushman & Wakefield (Commissioned by ASE): Valuation amount NT$5,377,686,626 (excluding tax).

VI. Restrictive covenants and other important stipulations associated with the transaction:

1. As per the K13 factory building architecture landscape pre-approval report submitted to the Bureau of Industrial Parks, the Company was originally scheduled to install solar panels on the roof after obtaining the occupancy permit. We planned to apply for a refund of the remaining performance bond of NT$49,448,444 upon completion of construction. However, after obtaining the occupancy permit, ASE expressed interest in purchasing the building. Due to ASE's urgent need for factory space, both parties negotiated that if ASE does

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not intend to install solar panels, it will compensate the Company for 50% of the loss incurred due to the inability to recover the performance bond paid to the Bureau of Industrial Parks as a result of not installing solar panels. Therefore, both parties intend to include the following clauses in the building purchase contract (the wording of the contract may be slightly modified, but the compensation ratio will remain unchanged).

The Buyer acknowledges that the Seller submitted a preliminary architectural and landscape review report to the Bureau of Industrial Parks, Ministry of Economic Affairs (hereinafter referred to as the Bureau of Industrial Parks) for the K13 building (hereinafter referred to as K13). This report stipulated that solar panels must be installed on the roof of K13 before the Seller can retrieve the performance bond of NT$49,448,444 (hereinafter referred to as the performance bond) paid to the Bureau of Industrial Parks. The Seller originally planned to install the solar panels after obtaining the K13 usage permit. However, after the Seller obtained the K13 usage permit, the Buyer expressed its intention to purchase K13 first and agreed to cooperate with the Seller to complete the installation of solar panels on the roof of K13 within six months after the transfer of ownership of K13 is registered to the Buyer. However, if the Buyer, after evaluation, decides not to install solar panels on K13, resulting in the Seller being unable to retrieve all or part of the performance bond, the Buyer agrees to compensate the Seller for 50% of the actual loss.

1. After careful evaluation, the Company is prepared to accept the aforementioned conditions. This decision is based on the following reasons and will facilitate the swift completion of this transaction.

2. ① The Company will continue to evaluate the feasibility of constructing additional solar panels. If construction proceeds as planned, the deposit may be refunded.

3. ② If solar panels are not installed, the Company will continue to petition the Bureau of Industrial Parks to determine if a refund can be obtained based on the cost proportion. This could potentially mitigate our financial losses.

4. ③ If this performance bond is forfeited, after deducting 50% borne by ASE, the Company's maximum loss would be approximately NT$25,000 thousand. This represents 0.48% of the project's revenue, a relatively small proportion. Additionally, the sales revenue for K13 has reached NT$5.526 billion (including tax). Expediting the sales process to repay

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bank loans is anticipated to result in a monthly reduction of approximately NT$12,000 thousand in interest expenses, significantly contributing to the Company's profitability and lowering the debt ratio. Furthermore, both parties are currently engaged in joint construction projects for the Chongli No. 2 factory and the Kaohsiung K28 factory. In the interest of fostering a positive and collaborative relationship, securing future opportunities, and utilizing surplus financing for land acquisition, the Company's goodwill gesture will be beneficial to future operational development.

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Hung Ching Development & Construction Co., Ltd. Statements of Cash Flows 2024.07~2025.09

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Extempore Motions

Adjournment

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Attachment

Hung Ching Development & Construction Co., Ltd.

Articles of Incorporation

• Chapter 1 General Principles

Artical 1 The Company is organized in accordance with the Company Act and named as Hung Ching Development & Construction Co. Ltd.

• Artical 2 The business to be operated by the Company is as follows:

• H701010 Housing and Building Development and Rental

• H701020 Industrial Factory Development and Rental

• H702010 Construction Manager

• H703090 Real Estate Business

• H703100 Real Estate Leasing

• F111090 Wholesale of Building Materials

• F120010 Wholesale of Refractory Materials

• F301010 Department Stores

• F301020 Supermarkets

• F401010 International Trade

• F501030 Beverage Shops

• F501060 Restaurants

• I503010 Landscape and Interior Designing

• F399040 No Storefront Retail Sale

• G202010 Parking area Operators

• J403010 Motion Picture Projection

• J701040 Recreational Activities Venue

• J701120 Children's Playground

• J801030 Athletics and Recreational Sports Stadium

• JA01010 Automobile Repair

• JA01990 Other Automobile Services

• JE01010 Rental and Leasing Activities

• JZ99030 Photographic Studios

• JZ99080 Beauty and Hairdressing Services

• JZ99090Festive Comprehensive Services

• ZZ99999 In addition to the above-licensed businesses, the Company may operate any other businesses that are not prohibited or restricted by law, except for those that are subject to special approvals.

• Article 2-1 The total amount of the Company's reinvestment may not be restricted by 40% of the paid-in capital, and shall be an external guarantee.

Artical 3 The Company's head office is located in Taipei City. The Board of

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Directors may decide to set up branches at home and abroad, and the same applies when they are cancelled or relocated when necessary. Artical 4 The Company's announcement method shall be performed in accordance with Article 28 of the Company Act.

• Chapter 2 Shares

• Artical 5 The total capital of the Company is set at NT$5,403,060,000, and it is divided into 54,306,000 shares, each with a denomination of NT$10, and will be issued in separately.

• Article 5-1 Deleted

• Artical 6 The Company's shares may be exempted from printing any share certificate for the shares issued in accordance with Article 161-2 of the Company Act, and shall register the issued shares with a centralized securities depositary enterprise and follow the regulations of that enterprise.

• Artical 7 The transfer, donation, loss of the Company's stocks, the establishment and cancellation of pledge rights, and other related stock affairs shall be performed in accordance with relevant laws and regulations and the regulations of the competent authority.

• Artical 8 Deleted

• Artical 9 The rename and transfer of shares shall cease within 60 days before the regular shareholders' meeting, 30 days before the extraordinary general meeting, or within 5 days before the base date of the Company's decision to distribute dividends, bonuses, or other benefits.

Chapter 3 Shareholders' Meeting

• Artical 10 Shareholders' meeting shall be regular meeting and extraordinary meeting. The regular meeting of shareholders referred to in the preceding Paragraph shall be convened within six months after close of each fiscal year, unless otherwise approved by the competent authority for good cause shown. The latter may be duly convened according to the laws whenever the Company deems necessary. The shareholders' meeting minutes may be produced and distributed in electronic form.

• Artical 11 If a shareholder is unable to attend a meeting, he/she may appoint a representative to attend it, and to exercise, on his/her behalf, all rights at the meeting, in accordance with Article 177 of the Company Act, and Article 25-1 of the Securities and Exchange Act.

• Artical 12 Each share of the Company held by shareholders is entitled to one voting right, but where circumstances specified in Article 179 of the Company Act apply, it shall be non-voting shares.

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• Artical 13 Unless otherwise stipulated by the Company Act, the shareholders' meeting shall be duly chaired by the Chairman if convened by the Board of Directors. In the Chairman's absence or unavailability, the Chairman shall designate a director to act as an agent. In the event that the Chairman does not appoint an agent, one director shall be elected from among themselves to act in his place. The shareholders' meeting shall be convened by other convening persons other than the Board of Directors. In case of two or more conveners, one of them shall be elected from among themselves to chair the meeting.

• Artical 14 Except as otherwise provided by applicable law, the shareholders' resolutions shall be adopted upon the approval of a majority of the voting shares present at the meeting, which is attended by holders of a majority of the total issued and outstanding shares of the Company.

• Artical 15 The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder as an announcement within 20 days after the conclusion of the meeting. The attendance book of the shareholders and the power of attorney attending the shareholders must be retained within the Company for at least one year.

• Chapter 4 Director

• Artical 16 The Company sets up 11~13 directors, including 3 independent directors and 8~10 non-independent directors for a term of three years. The shareholders' meeting will elect and appoint competent persons to act on the positions, and once re-elected, they can re-take the positions. The re-election of Independent Directors of the Company shall be handled in accordance with relevant laws and regulations. When the election of the Directors shall be handled in accordance with the provisions of Article 198 of the Company Act.

• During the election of Directors, Independent and Non-Independent Directors are elected at the same time, but the elected ones will be counted separately. Those who have won the votes representing more voting rights will serve as Independent and Non-Independent Directors respectively.

• The Company shall establish an Audit Committee, which shall consist of all independent directors in accordance with Article 14-4 of the Securities and Exchange Act. The Audit Committee is responsible for the implementation of the functions and powers of the supervisor stipulated in the Company Act, the Securities and Exchange Act and other laws. The Audit Committee shall be composed of all independent directors. The exercise of its powers and related matters shall be separately determined by the Board of Directors in accordance with relevant laws and regulations.

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• Article 16-1 The Directors of the Company shall be elected from the nomination list prepared by the Company. Shareholders and the Board of Directors who hold more than 1% of the total issued shares of the Company may propose a list of candidates for directors, and after the Board of Directors examines that they meet the requirements for directors, they may submit them to the shareholders' meeting for selection; If the shareholders' meeting is convened by another convener, the convener shall review that the convener meets the requirements of director, and then request the shareholders' meeting for appointment. Director candidate nomination acceptance method, announcement, and other relevant matters shall be handled according to the Company Act, Securities and Exchange Act, and other relevant regulations.

• Article 16-2 The remuneration of independent directors of the Company is set at NT$600,000 per person per year. However, if the term of office is less than one year, the actual number of days in office will be calculated on a pro-rata basis.

• The remuneration of independent directors of the Company is set at NT$800,000 per person per year due to their concurrent role as members of the Remuneration Committee. However, if the term of office is less than one year, the actual number of days in office will be calculated on a pro-rata basis.

• Artical 17 The directors shall form the Board of Directors and elect from among themselves a Chairman of the Board of Directors by a majority in a meeting attended by over two-thirds of the directors. The Chairman of the Board of Directors conducts all company-related affairs according to law, Articles of Incorporation, resolution of Shareholders' meeting, and Board of Directors' meeting. The Chairman represents the Company externally.

• Artical 18 Unless otherwise provided by the Company Act, the Board of Directors shall be convened by the Chairman of the Board in accordance with the law. Except as otherwise stipulated in the Company Act, the resolutions of the Board of Directors shall be consented by more than half of the directors present in a board meeting attended by more than half of all the directors. If a director is unavailable to attend the Board of Directors' meeting in person for some reasons, he/she may issue a power of attorney to entrust another director to attend the meeting on his/her behalf, and the use of the power of attorney shall be handled in accordance with relevant laws and regulations. The resolutions of the Board meeting shall be recorded in the minutes. The meeting minutes shall be signed or sealed by the Chairman of the Board and be retained within the Company. If the directors have an interest in the matters at the meeting, they shall state at the board meeting the important contents

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of their interest.

• Artical 19 If the Chairman of the Board is on leave or unable to exercise his powers and duties for any reason, his/her agent shall be appointed pursuant to Article 208 of the Company Act.

• Artical 20 When the directors of the Company perform the duties on behalf of the Company, whether the Company makes a profit or loss, the Company shall compensate the directors and authorize the Board of Directors to set a compensation standard based on the industry standard and the value of their participation in and contribution to the operation of the Company within the highest standard set in the Company's Procedure for Compensation Management. If the Company has profits, additional remuneration is distributed pursuant to Article 23.

• Chapter 5 Managerial Officer

• Artical 21 The Company may have managerial officers. Appointment, discharge, and the remuneration of these managerial officers shall be in compliance with Article 29 of the Company Act.

• Chapter 6 Accounting

• Artical 22 The Company's Board of Directors shall prepare (1) business report, (2) financial statements, and (3) earnings distribution or deficit compensation proposal after the end of each fiscal year and submit to the shareholders' meeting for approval in accordance with the statutory procedures.

• Artical 23 The Company shall allocate 1%~7% of the profit of the fiscal year as employees' compensation if has profit in the year. The employees' compensation will be distributed in share or cash by the resolution of the Board of Directors. The employees of the subordinate company that meet certain conditions may be granted such compensation. The Board of Directors can determine by resolution to allocate no more than 3% of the above-mentioned profit as directors' compensation. The proposal of distributing employees' and Directors' remuneration shall be reported to the shareholders' meeting.

• When there are accumulated deficit, the Company shall reserve amounts to offset the appropriate amounts before providing employee compensation and Directors’ remuneration based on the above mentioned proportion.

• Artical 24 Any after-tax net income shall first be used to offset the accumulated losses if there is any, and then to appropriate 10% of the earnings as legal reserve until its amount reaches the actual paid-in capital. For the rest, the special surplus reserve shall be set aside or converted in

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accordance with the laws and regulations; if there is a balance and the accumulated undistributed surplus, the Board of Directors shall propose a surplus distribution plan and submit a resolution to the shareholders' meeting. However, when the surplus distribution is distributed in cash, it may be made by the Board of Directors with the presence of more than two-thirds of the directors and with the approval of more than half of the directors present, and reported to the shareholders' meeting.

Chapter 7 Supplemental Provisions

• Artical 25 The Company's current industrial development is in a mature period while the business development is still at a growth stage with investment plans and funding requests in the coming years. Therefore, in addition to the above-mentioned policies, the distribution of earnings in accordance with the provisions of Article 24 of the Articles of Incorporation shall be based on at least 20% by cash dividends and the remainder shall be distributed in the form of stock dividends as distribution of shareholders' dividends and bonuses for the year. However, if the Company obtains sufficient funds from external parties to meet its funding requests for the year, the proportion of cash dividends distributed above shall be increased to 40% on a discretionary basis.

As stated in the preceding paragraph, the Company may determine the most appropriate dividend policy and payment method depending on the actual operation of the year and taking into account the capital budget planning for the subsequent year.

Artical 26 Matters not specified in this Articles of Incorporation shall be governed by the Company Act.

Artical 27 The Articles of Incorporation was formulated on November 20, 1986. The first amendment was made on July 8, 1987. The second amendment was made on August 15, 1987. The third amendment was made on December 10, 1988. The fourth amendment was made on June 10, 1989. The fifth amendment was made on June 25, 1989. The sixth amendment was made on January 15, 1990. The seventh amendment was made on June 18, 1990. The eighth amendment was made on June 28, 1991. The ninth amendment was made on February 21, 1992. The tenth amendment was made on July 13, 1993. The eleventh amendment was made on June 5, 1994. The twelfth amendment was made on May 5, 1995. The thirteenth amendment was made on April 29, 1996. The fourteenth amendment was made on June 25, 1997.

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The fifteenth amendment was made on April 29, 1998. The sixteenth amendment was made on April 29, 1998. The seventeenth amendment was made on June 15, 1999. The eighteenth amendment was made on June 30, 2000. The nineteenth amendment was made on June 11, 2002. The twentieth amendment was made on June 29, 2005. The twenty-first amendment was made on June 29, 2006. The twenty-second amendment was made on June 20, 2007. The twenty-third amendment was made on June 25, 2008. The twenty-fourth amendment was made on June 25, 2010. The twenty-fifth amendment was made on June 24, 2011. The twenty-sixth amendment was made on June 28, 2012. The twenty-seventh amendment was made on June 27, 2016. The twenty-eighth amendment was made on June 22, 2017. The twenty-ninth amendment was made on June 21, 2018. The thirty amendment was made on June 18, 2020. The thirty-first amendment was made on June 27, 2022. The thirty-second amendment was made on June 26, 2023.

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Attachment 2

Hung Ching Development & Construction Co., Ltd.

Rules of Procedure for Shareholders' Meetings

• I. The shareholders' meeting of the Company shall be conducted in accordance with the Rules of Procedure of the Shareholders' Meetings (the "Rules").

• II. The Company shall provide an attendance register for shareholders to sign in, or require the attending shareholders to submit their sign-in cards in lieu of signing the register. The number of attending shares is calculated based on the signature book or the attendance cards, shareholders and their proxies (collectively, "shareholders") shall attend shareholders' meetings based on attendance cards, sign-in cards, or other certificates of attendance. Solicitors soliciting proxy forms shall also bring identification documents for verification. In addition, if the Company exercises voting rights in writing or electronically, the number of shares will be counted together.

• III. All shareholders are entitled to one vote for every share held, except for the circumstances stipulated in Article 179 of the Company Act or restricted by the relevant provisions of the Company Act where shares are not assigned voting rights. In the event that a shareholder is unable to attend the meeting, he/she may issue a proxy in the form printed by the Company to expressly stipulate the scope of authorized powers to authorize representative(s) to attend a shareholder meeting on his or her behalf. With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed three percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.

A shareholder may only execute one power of attorney and appoint one proxy only, and shall serve such written proxy to We no later than 5 days prior to the meeting date of the shareholders' meeting. In case two or more written proxies are received from one shareholder, the first one received by the Company shall prevail; except in the case where there is an explicit statement which comes later to revoke the previous written proxy.

After the power of attorney is delivered to the Company, the shareholder who intends to attend the shareholder meeting in person or exercise the voting rights by electronic means shall cancel the advice of proxy to the Company in writing two days before the shareholders' meeting. If the shareholder revokes the advice exceeding the time limit, the power of attorney which designates a proxy to attend the meeting and exercise the voting rights shall prevail.

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• IV. The Company shall, in the notice of the shareholders' meeting, specify the time and place for shareholder registration, and other important matters. The shareholders' meeting shall be held in the city or county where the Company is located or at any other place that is convenient for the shareholders to attend and appropriate to convene such meeting. The registration time for accepting shareholders should be handled at least 30 minutes before the start of the meeting, and the registration place should be clearly marked and adequately qualified personnel should be sent to handle it, and shall commence at a time no earlier than 9:00 a.m. and no later than 3:00 p.m.

• V. Unless otherwise provided by the Company Act, the shareholders' meeting shall be duly chaired by the Chairman if convened by the Board of Directors. In the event that the Chairman is absent or unavailable as well, the Chairman shall, in advance, appoint a director to act in his place. In the event that the Chairman does not appoint an agent, one director shall be elected from among themselves to act in his place.

If the aforementioned chairperson is acting on behalf of a director, he or she shall be a director who has been in office for at least six months and is familiar with the Company's financial and business conditions. The same applies if the chairman is a representative of a corporate director.

If a shareholders' meeting is convened by a person with convening power other than the Board of Directors, the chairman of the meeting shall be the person with convening power. If there are more than two persons with convening rights, one of them shall be elected as the chairman.

• VI. The Company may appoint the retained Attorney(s)-at-Law, Certified Public Accountant(s) or relevant personnel to participate in a shareholders' meeting as observers.

Staff at the shareholders' meetings shall wear ID badges or arm badges.

• VII. 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. The recorded materials shall be retained for at least one year. However, in the event a lawsuit is filed regarding the Directors election under Article 189 of the Company Act, those ballots shall be archived until the conclusion of the lawsuit.

• VIII. The chair shall call the meeting to order at the time scheduled for the meeting. In the event that the meeting is attended by shareholders representing less than half of the total issued shares, the chair may announce a postponement of the meeting, however, there may not be more than two postponements in total and the total time accumulated in the postponement(s) shall not exceed one

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hour. In the event that the meeting is attended by shareholders not up to the specified quorum but representing more than one-third of the total issued shares after two postponements, a tentative resolution may be approved in accordance with Paragraph 1 of Article 175 of the Company Act.

In the event that the total number of shares represented by attending shareholders reaches a majority of the total issued shares before that same shareholders' meeting is adjourned, the chair may bring the tentative resolution(s) so adopted into the shareholder meeting anew to be duly resolved in accordance with Article 174 of the Company Act.

• IX. The agenda for the shareholders' meeting shall be set by the Board of Directors if such meeting is convened by the Board of Directors. Unless otherwise resolved by resolution at the meeting, the meeting shall be carried out in accordance with the scheduled agenda.

The preceding paragraph shall apply mutatis mutandis to meetings convened by any person, other than the Board of Directors, with the authority to convene such meeting.

The chair shall not announce adjournment of the meeting until the agenda in the two preceding paragraphs is completed (including extempore motions) unless duly resolved in the meeting.

After the adjournment of the meeting, shareholders shall not elect another chair to continue the meeting at the original site or in another place. In the event that the chair announces adjournment of the meeting against the Rules, however, with the approval of more than half of the voting rights of the present shareholders, one person will be elected as the Chairman to reconvene the meeting.

• X. During the process of the meeting, the chair may announce a recess at an appropriate time.

• XI. An attending shareholder shall issue and submit a floor note before speaking at the shareholders' meeting. The floor note shall expressly describe the subject of his or her opinions and his or her shareholder account number (or the code of the participation certificate) so that the chair may fix the order of speaking. An attending shareholder who submits a slip of paper but does not speak at the meeting is deemed to have not spoken. In the event of any inconsistency between the contents of shareholder's speech and those recorded on the slip, the contents of shareholder's speech shall prevail. When an attending shareholder is speaking at the meeting, no other shareholder shall interrupt the speaking shareholder unless permitted by the chair and such speaking shareholder; the chair shall stop any such violations.

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• XII. Unless otherwise permitted by the chair, a shareholder may only speak, up to two times, on a single proposal, each time no more than five minutes in length. The chair may stop the speech of any shareholder that is in violation of the preceding paragraph or exceeds the scope of the proposal.

• XIII. If a juristic person is entrusted to attend the shareholders' meeting, such juristic person may only appoint one person to be its representative at the meeting. In the event that a juristic (corporate) person shareholder appoints two or more representatives to participate in a shareholders' meeting, only one representative may speak for the same issue.

• XIV. After the speech is given by an attending shareholder, the chair may personally respond or designate relevant personnel to respond.

• XV. If the chair believes that the discussion for a proposal has reached a level where a vote may be called, the chair may make an announcement to end such discussion and call for a vote.

• XVI. The person(s) supervising the casting of the ballots and the person(s) counting the ballots are designated by the chair, provided that the person(s) supervising the casting of the ballots shall be a shareholder. The recording procedure of issues of shareholders' meetings shall be processing publicly in shareholder meetings and the results including statistical weights shall be reported on the spot and shall be recorded into the minutes of the meeting. The election of directors or supervisors 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 list of elected directors and supervisors and the numbers of votes with which they were elected.

• XVII.Except as otherwise provided under the Company Act and/or the Company's Articles of Incorporation, a resolution shall be adopted with the approval of more than one-half of the votes of the shareholders present. If, in the course of the vote, no objections are made by the shareholders present after an inquiry by the chair is cast against a proposal, such proposal is deemed to be adopted with the same effect as if it had been adopted through a voting process.

• XVIII. In the event that an amendment or a substitute comes out of the same issue, the chair shall fix the order of balloting in consolidation with the original issue. When one among them is duly resolved, other issue(s) is (are) deemed to have been vetoed and no voting process is required.

• XIX. The chairman will instruct the marshals (or security personnel) to help maintain order at the venue. When the marshals (or security personnel) are present to assist in maintaining order, they should wear armbands with the word 'Marshal' printed on them.

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• XX. Matters not specified in the Rules shall be governed by the Company Act, the Company's Articles of Incorporation, and any other relevant laws and regulations.

• XXI. These Rules and any amendments thereof shall be put into enforcement after being resolved at the shareholders' meeting.

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Attachment 3

Share Ownership of Directors

• I. According to Article 26 of the Securities and Exchange Act, the minimum number of shares held by all directors of the Company is 12,000,000 shares.

• II. As of the book closure date for this shareholders' meeting (August 28, 2024), the following are the shareholding status of individuals and the entirety of directors recorded in the Shareholders Register:

Note: As of the closing date of the shareholders' meeting, the total number of shares held by all directors of the Company is 68,754,437 shares, which complies with the provisions of Article 26 of the Securities Exchange Act.3

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