Biostar Microtech Int'l Corp.

2026 Annual Shareholders' Meeting

Meeting Agenda
(Translation)

June 17, 2026

Table of Content

Page

Meeting Procedures... 1
Meeting Agenda... 2
Report Items... 3
Ratifications Items... 10
Discussion Items... 11
Extempore Motion... 12

Appendix

I. Independent Auditor's Report and Financial Statement... 13
II. Comparison Table of Amended Provisions on “Procedures for Acquisition or Disposal of Assets”... 33
III. Articles of Incorporation... 35
IV. Procedures for Acquisition or Disposal of Assets... 40
V. Rules and Procedures of Shareholders' Meeting... 57
VI. The Shareholding Status of All Directors... 60
VII. Description of the Proposal Screening Results for the 2026 Regular Meeting of Shareholders... 61

Biostar Microtech Int'l Corp

Meeting Procedure for the 2026 Regular Shareholders' Meeting

I. Call Meeting to Order
II. Chairperson’s Address
III. Report items
IV. Ratifications Items
V. Discussion Items
VI. Extempore Motion
VII. Adjournment

Biostar Microtech Int'l Corp

Meeting Agenda for the 2026 Regular Shareholders' Meeting

Type of Shareholders' Meeting: Physical shareholders' meeting

Date and time: 9:00 A.M., Wednesday, June 17, 2026

Location: How Dine Restaurant BeiXin Branch (1F, No.205, Sec.3, Beixin Rd., Xindian Dist., New Taipei City)

I. Call Meeting to Order

II. Chairperson's Address

III. Report items
1. 2025 Business Report
2. Audit Committee's Review Report
3. 2025 Distribution of Employees and Directors' Remuneration

IV. Ratifications Items
1. Business Report and Financial Statement for the year 2025.
2. Annual Earnings Distribution for the year 2025.

V. Discussion Items
Amendment to the "Procedures for Acquisition or Disposal of Assets."

VI. Extempore Motion

VII. Adjournment

Report Items

1. 2025 Business Report

In the year 2025, the overall demand for personal computers (PCs) exhibited a growth trend. The primary drivers included the end of support for Windows 10, which stimulated replacement demand, as well as increasing momentum surrounding AI-enabled PCs. In addition, uncertainties regarding potential tariff policies toward year-end prompted advance purchasing, contributing to a 14.4% increase in desktop (DT) shipment volume. However, as the penetration of AI PCs has been concentrated primarily in the commercial segment and has not effectively extended to the channel market, coupled with the Company's relatively low exposure to the U.S. market, overall operating performance did not benefit significantly. Furthermore, the intensified involution of the Chinese market exerted downward pressure on performance, resulting in a decline in overall results. Total consolidated operating revenue for the year amounted to NT$ 1.7 billion, representing a decrease of 14% compared to 2024. The gross profit margin declined from 8% in 2024 to 6% in 2025. The net income after tax for 2025 was NT$ 26.16 million.

Responding to the rapid commercialization of AI applications, Biostar has accelerated its investment in the research and development of AI-related products in continuation of its 2025 strategy. Biostar is accelerating the launch of AI PC-ready product lines in the industrial PC market, including platforms based on the Intel Panther Lake-H and Wildcat Lake, to assist customers in expediting the deployment of various smart city applications. Furthermore, the Company successfully entered the AI edge computing ecosystem led by NVIDIA and launched products based on the Jetson Orin platform in 2025, focusing on Edge AI applications, and successfully secured orders from the European market. The Company will continue to invest in the research and development of NVIDIA's next-generation Thor platform in 2026, targeting the edge inference market. Lastly, the Company will collaborate with strategic partners in joint development efforts to expand into the AI workstation and server markets.

This concludes our report. Thank you.

Chairman, Ming-Yi Wang

1. Business Result of 2025

(1) Implementation results of the Business Plan

Unit: NT$ Thousands

Parent Company Only Financial Statement	2025	2024	Differences%
Operating revenue	1,698,072	1,895,172	-10
Operating costs	1,606,539	1,756,755	-9
Gross profit	91,533	138,417	-34
Operating expenses	228,136	233,932	-2
Operating income (loss)	(136,603)	(95,515)	43
Non-operating revenue and expenses	162,520	123,682	31
Profit (loss) before tax	25,917	28,167	-8
Income tax expense (or benefit)	(243)	21,548	-101
Net income (loss)	26,160	6,619	295

Unit: NT$ Thousands

Consolidated Financial Statement	2025	2024	Differences%
Operating revenue	1,734,165	2,018,684	-14
Operating costs	1,622,193	1,852,747	-12
Gross profit	111,972	165,937	-33
Operating expenses	264,058	272,862	-3
Operating income (loss)	(152,086)	(106,925)	42
Non-operating revenue and expenses	179,143	135,092	33
Profit (loss) before tax	27,057	28,167	-4
Income tax expense (or benefit)	897	21,548	-96
Net income (loss)	26,160	6,619	295

(2) Budget Implementation: The Company has not compiled financial forecasts, therefore not applicable.
(3) Analysis of Receipts and Expenditures

Unit: NT$ Thousands

Parent Company Only Financial Statement	2025	2024	Differences
Cash inflows (outflows) from operating activities	(147,867)	56,345	(204,212)
Cash inflows (outflows) from investing activities	80,184	148,141	(67,957)
Cash inflows (outflows) from financing activities	-	-	-
Net increase (decrease) in cash and cash equivalents	(67,683)	204,486	(272,169)

Unit: NT$ Thousands

Consolidated Financial Statement	2025	2024	Differences
Cash inflows (outflows) from operating activities	(137,281)	68,690	(205,971)
Cash inflows (outflows) from investing activities	80,908	136,569	(55,661)
Cash inflows (outflows) from financing activities	(308 )	(1,836)	1,528
Effects of exchange rate change on cash	766	(6,068)	6,834
Net increase (decrease) in cash and cash equivalents	(55,915)	197,355	(253,270)

(4) Analysis of Profitability

Parent Company Only Financial Statement	2025	2024
Return on Assets (%)	1.00	0.25
Return on Equity (%)	1.20	0.31
Pre-tax income to capital (%)	1.46	1.58
Net income to sales (%)	1.54	0.35
Earnings per share (NT$)	0.15	0.04
Consolidated Financial Statement	2025	2024
---	---	---
Return on Assets (%)	1.00	0.25
Return on Equity (%)	1.20	0.31
Pre-tax income to capital (%)	1.52	1.58
Net income to sales (%)	1.51	0.33
Earnings per share (NT$)	0.15	0.04

(5) Conditions on the Research and Development

Computer Motherboard

Upgraded Intel 800 series motherboards based on the LGA 1851 architecture, supporting Core Ultra 2 series Arrow Lake-S Refresh CPUs.
Upgraded AMD 800 series motherboards based on the AM5 architecture, with the introduction of new chipsets such as A620A and B840.
Upgraded Intel 600 series motherboards based on the LGA 1700 architecture to support DDR5 memory.

Industrial PC

Launched workstation-grade W880 motherboards supporting Core Ultra 2 series Arrow Lake-S Refresh CPUs, 4 x 2.5G LAN.
Launched the 0.6L MU-N150 rugged mini PC based on the Intel Twin Laje platform.
Launched NV Jetson Orin-based MS-NANO and MS-NX rugged PC.
Initiated development of Intel Granite Rapids server workstation motherboards.

VGA

Launched AMD Radeon RX series graphics cards, emphasizing AI acceleration and enhanced ray tracing performance, representing a key strategic product line in AMD's next-generation gaming GPUs.

Released NVIDIA RTX series graphics cards, delivering enhanced AI rendering and machine learning capabilities (including DLSS 4 and Neural Shaders) for gamers and creators, marking a significant generational upgrade in consumer GPUs.

2. Summary of 2026 Business Plan

(1) Business Policy

Shift focus toward the commercial sector and application-oriented computing products in response to market changes.
Concentrate R&D efforts on product innovation, specifications, and design quality.
Ensure production quality and stable supply through enhancing manufacturing and logistics.
Maintain after-sales service quality and expedite repair turnaround times.
Increase the proportion of IPC products in the development pipeline and expand into various application-specific solutions.
Broaden the IPC customer base and enhance product visibility through targeted marketing and promotion.

(2) Sales Volume Forecast and the basis thereof: The Company is not required to disclose its financial forecast.

(3) Important Production and Sales Policies

Computer Motherboard

Closely monitor market trends and focus on mainstream products to maintain a stable and consistent supply.
Strengthen the supply chain through centralized procurement, earning supplier trust to ensure competitive pricing and stable delivery.
Continue reducing the hidden costs of excess inventory by streamlining low-end models and consolidating orders for maximum efficiency.
On the sales aspect, maintain strong relationships with existing customers by supporting their adaptation to shifting market trends, while also exploring the commercial sector to acquire new clients.

Industrial PC

Continue to increase the use of interchangeable components to minimize inventory depreciation risks.
Combine the motherboard supply chains with other product lines to benefit from centralized procurement.
Coordinate closely with sales partners and ODM clients to ensure stable shipments, while expanding into the edge computing segment to boost system product sales.

VGA

Due to the skyrocketing costs of high-performance memory and supply constraints

driven by demand from AI servers and data centers, overall manufacturing costs and market prices of graphics cards have increased significantly. Consumer product pricing may rise by 10% or more. The Company will adopt flexible pricing and value-based strategies to address cost pressures.

As demand for AI training and inference continues to grow, driven by enterprise and cloud services, the Company will focus on expanding its presence in AI/professional markets and B2B product lines to reduce reliance on only the gaming segment.
The Company will establish long-term supply chain and capacity collaboration strategies to mitigate the impact of memory and advanced process supply shortages.

Chairman: Ming-Yi Wang

Managerial Officer: Ming-Cheng Wang

Accounting Officer: Chung-Tzu Cheng

Audit Committee's Review Report

The Board of Directors has prepared the Company's 2025 Business Report, Financial Statements (including the consolidated financial statements), and proposal for earning distribution. The Certified Public Accounts Alice Fang and Wyatt Chou from Deloitte Taiwan have audited the Company's Financial Statements (including the consolidated financial statements) and have issued an audit report. The Business Report, Financial Statements (including the consolidated financial statements), and proposal for earning distribution have been reviewed and determined to be correct and accurate by the Audit Committee members of Biostar Microtech Int'l Corp. according to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act. We hereby submit this report.

To:

The Annual Shareholders' Meeting 2026, Microtech Int'l Corp.

Convener of the Audit Committee: Pao-Chin Chuang

M a r c h 9 s t , 2 0 2 6

The Distribution of 2025 Employee and Director Remuneration

Explanatory Note: The Distribution of 2025 Employee and Director Remuneration was approved by the Board of Directors on 9 March 2026 to allocate NT$ 3,789,052 and NT$ 606,248 respectively and all of which were distributed in cash.

Ratifications Items

Issue 1 (Proposed by the Board of Directors)

Summary: Please rectify the 2025 Business Report and Financial Statement.

Description: The 2025 Business Report and Financial Statements (please refer to Pages 13 to 32 of this handbook) have been reviewed by the Audit Committee and proposed for rectification in accordance with the law.

Resolution:

Issue 2 (Proposed by the Board of Directors)

Summary: Please rectify the Proposal for Earnings Distribution for Fiscal Year 2025

Description:

I. The Company’s unappropriated retained earnings at the beginning of the year amounted to NT$ 39,389,790. An additional NT$ 939,348 was recognized in retained earnings due to remeasurements of defined benefit plans in FY2024. Together with the profit after-tax of NT$ 26,160,203 for the year, and after deducting NT$ 2,709,955 for the earnings legal reserve following statutory requirements, the total distributable earnings for the year amount to NT$ 63,779,386.

II. In consideration of the Company’s business development and the funding requirement, the aforementioned unappropriated retained earnings are planned to be retained in whole and not for distribution.

III. The Profit Distribution Table is as follows:

Biostar Microtech Int'l Corp
Profit Distribution Table

Retained earnings at the beginning of the accounting period	39,389,790
Remeasurements of defined benefit plans and recognized as the retained earnings	939,348
Net Profit after Taxes of the Year	26,160,203
Set aside legal reserve (10%)	(2,709,955)
Retained earnings at the end of the accounting period	63,779,386

Chairman: Ming-Yi Wang
Managerial Officer: Ming-Cheng Wang
Accounting Officer: Chung-Tzu Cheng

Resolution:

Discussion Items

Summary: Please discuss the Amendment to the “Procedures for Acquisition or Disposal of Assets.” (Proposed by the Board of Directors)

Description: In response to the Company’s current operational requirements, it is proposed to amend the “Procedures for Acquisition or Disposal of Assets.” A comparison table of the revised provisions is provided in Appendix 2 (please refer to page 33 of this Handbook).

Resolutions:

Extempore Motion

Meeting Adjourned

Appendix 1

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders
Biostar Microtech Int’L Corp.

Opinion

We have audited the accompanying financial statements of Biostar Microtech Int’L Corp. (the “Company”), which comprise the 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 the notes to the financial statements, including a summary of significant accounting policies (collectively referred to as the “financial statements”).

In our opinion, based on our audits and the reports of other auditors (please refer to the other matter paragraph), the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

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 based on our audits and the reports of other auditors.

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.

Key audit matters of the Company’s financial statements for the year ended December 31, 2025 are stated as follows:

Estimation Uncertainty on Write-down of Inventories

The Company is primarily engaged in sales of computer motherboards, industrial computer and other computer peripheral products. The industrial characteristic and frequent releases of products resulting in the slow-moving (unmarketable) and obsolescence. The estimation of inventories net realisable value involved management uncertainty. The actual result might differ from the estimates. The estimation uncertainty on write-down of inventories is critical to financial statements as of December 31, 2025. Therefore, it was identified as a key audit matter. Please refer to Notes 4, 5 and 11 to the financial statements for detailed information related to the estimation uncertainty on write-down of inventories’ accounting policies, estimation uncertainty and disclosures.

Our main audit procedures we performed to address the above key audit matter were as follows:

We obtained an understanding of the Company’s inventories evaluation policies and the design of internal controls related to inventories evaluation and tested the operating effectiveness of such control.
We selected the sales and purchase documentation and tested the book value of inventories to check whether they were measured at lower of cost and net realisable value.
We tested and recalculated the data used by the management to calculate the allowance for inventory impairment losses and we compared the amount of the allowance for inventory impairment losses recognized by Biostar Microtech Int’L Corp. Afterwards, we confirmed the scrap inventory and whether it was listed in accordance with the inventory policy of the Company.
We observed the annual inventory count, and observed whether there were sluggish or obsolete inventories.

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 from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including members of the audit committee, are responsible for overseeing the Company’s financial reporting process.

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with 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.

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 Han-Ni Fang and Shih-Chieh Chou.

Deloitte & Touche
Taipei, Taiwan
Republic of China

March 13, 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.

BIOSTAR MICROTECH INT'L CORP.

BALANCE SHEETS

DECEMBER 31, 2025 AND 2024

(In Thousands of New Taiwan Dollars)

	2025		2024
ASSETS	Amount	%	Amount	%
CURRENT ASSETS
Cash and cash equivalents (Note 6)	$ 804,077	31	$ 871,760	33
Financial assets at fair value through profit or loss - current (Note 7)	272,808	10	123,347	5
Financial assets at fair value through other comprehensive income - current (Note 8)	324,349	12	392,470	15
Financial assets at amortized cost - current (Note 9)	78,575	3	29,000	1
Notes receivable (Note 10)	-	-	943	-
Trade receivables, net (Notes 10 and 22)	166,379	6	198,442	8
Trade receivables from related parties (Notes 10, 22 and 28)	72,295	3	88,456	3
Other receivables (Notes 10 and 28)	14,080	1	15,442	1
Current tax assets (Note 24)	12,225	-	12,225	-
Inventories, net (Notes 5 and 11)	309,026	12	308,446	12
Other current assets (Note 16)	14,036	1	5,939	-
Total current assets	2,067,850	79	2,046,470	78
NON-CURRENT ASSETS
Financial assets at fair value through profit or loss - non-current (Note 7)	114,484	4	105,244	4
Investments accounted for using the equity method (Note 12)	77,747	3	85,861	3
Property, plant and equipment (Notes 13 and 29)	130,640	5	132,307	5
Investment properties, net (Notes 15 and 29)	191,780	7	193,786	8
Deferred tax assets (Note 24)	17,866	1	17,458	1
Other non-current assets (Notes 16 and 20)	33,374	1	31,294	1
Total non-current assets	565,891	21	565,950	22
TOTAL	$ 2,633,741	100	$ 2,612,420	100
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Notes payable (Note 17)	$ 1,266	-	$ 1,511	-
Trade payables (Note 17)	169,153	7	252,153	10
Other payables (Notes 18 and 28)	161,266	6	101,253	4
Current tax liabilities (Note 24)	2,992	-	-	-
Provision - current (Note 19)	30,000	1	30,000	1
Other current liabilities (Note 18)	10,808	-	6,730	-
Total current liabilities	375,485	14	391,647	15
NON-CURRENT LIABILITIES
Provisions - non-current (Note 19)	20,000	1	20,000	1
Deferred tax liabilities (Note 24)	20,256	1	25,592	1
Other non-current liabilities (Notes 12 and 18)	17,210	-	5,252	-
Total non-current liabilities	57,466	2	50,844	2
Total liabilities	432,951	16	442,491	17
EQUITY (Note 21)
Share capital
Ordinary shares	1,781,000	68	1,781,000	68
Capital surplus	66,778	2	66,778	3
Retained earnings
Legal reserve	269,636	10	267,955	10
Special reserve	2,493	-	2,493	-
Unappropriated earnings	66,489	3	41,071	2
Total retained earnings	338,618	13	311,519	12
Other equity	14,394	1	10,632	-
Total equity	2,200,790	84	2,169,929	83
TOTAL	$ 2,633,741	100	$ 2,612,420	100

The accompanying notes are an integral part of the financial statements.

BIOSTAR MICROTECH INT'L CORP.

STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

(In Thousands of New Taiwan Dollars, Except Earnings (Loss) Per Share)

	2025		2024
	Amount	%	Amount	%
OPERATING REVENUE (Notes 22 and 28)	$ 1,698,072	100	$ 1,895,172	100
OPERATING COSTS (Notes 11 and 23)	1,606,539	95	1,756,755	93
GROSS PROFIT	91,533	5	138,417	7
OPERATING EXPENSES (Notes 10, 23 and 28)
Selling and marketing expenses	105,411	6	115,554	6
General and administrative expenses	48,725	3	49,478	2
Research and development expenses	74,000	4	68,900	4
Total operating expenses	228,136	13	233,932	12
PROFIT/(LOSS) FROM OPERATIONS	(136,603)	(8)	(95,515)	(5)
NON-OPERATING INCOME AND EXPENSES
Interest income (Note 23)	39,635	3	36,759	2
Other income (Notes 23 and 28)	22,605	1	20,855	1
Other gains and losses (Notes 12, 23 and 30)	116,807	7	77,095	4
Finance costs (Note 23)	(48)	-	(85)	-
Share of profit of subsidiaries	(16,479)	(1)	(10,942)	(1)
Total non-operating income and expenses	162,520	10	123,682	6
PROFIT/(LOSS) BEFORE INCOME TAX	25,917	2	28,167	1
INCOME TAX EXPENSE (BENEFIT) (Note 24)	(243)	-	21,548	1
NET PROFIT FOR THE YEAR	26,160	2	6,619	-
OTHER COMPREHENSIVE INCOME (LOSS)
(Notes 20, 21 and 24)
Items that will not be reclassified subsequently to profit or loss:
Remeasurement of defined benefit plans	1,174	-	12,725	1
Income tax related to items that will not be reclassified subsequently to profit or loss	(235)	-	(2,545)	-
	939	-	10,180	1

(Continued)

BIOSTAR MICROTECH INT'L CORP.

STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

(In Thousands of New Taiwan Dollars, Except Earnings (Loss) Per Share)

	2025		2024
	Amount	%	Amount	%
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translation of the financial statements of foreign operations	$ (3,594)	-	$ 6,779	-
Unrealized gain (loss) on investments in debt instruments at fair value through other comprehensive income	6,637	-	2,167	-
Income tax related to items that may be reclassified subsequently to profit or loss	719	-	(1,355)	-
	3,762	-	7,591	-
Other comprehensive loss for the year, net of income tax	4,701	-	17,771	1
TOTAL COMPREHENSIVE INCOME FOR THE YEAR	$ 30,861	2	$ 24,390	1
EARNINGS (LOSS) PER SHARE (Note 25)
Basic	$ 0.15		$ 0.04
Diluted	$ 0.15		$ 0.04

The accompanying notes are an integral part of the financial statements.

(Concluded)

BIOSTAR MICROTECH INT'L CORP.

STATEMENTS OF CHANGES IN EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

(In Thousands of New Taiwan Dollars)

	Ordinary Shares	Capital Surplus	Retained Earnings				Other Equity			Total
			Legal Reserve	Special Reserve	Unappropriated Earnings (Accumulated Deficits)	Total	Exchange Differences on Translating the Financial Statements of Foreign Operations	Unrealized Valuation Gain (Loss) on Financial Assets at Fair Value Through Other Comprehensive Income	Total
BALANCE AT JANUARY 1, 2024	$ 1,781,000	$ 66,778	$ 267,955	$ 4,374	$ 22,391	$ 294,720	$ 8,525	$ (5,484)	$ 3,041	$ 2,145,539
Appropriation of 2023 earnings
Reversal of special reserve	-	-	-	(1,881)	1,881	-	-	-	-	-
Net profit for the year ended December 31, 2024	-	-	-	-	6,619	6,619	-	-	-	6,619
Other comprehensive income (loss) for the year ended December 31, 2024, net of income tax	-	-	-	-	10,180	10,180	5,424	2,167	7,591	17,771
Total comprehensive income (loss) for the year ended December 31, 2024	-	-	-	-	16,799	16,799	5,424	2,167	7,591	24,390
BALANCE AT DECEMBER 31, 2024	1,781,000	66,778	267,955	2,493	41,071	311,519	13,949	(3,317)	10,632	2,169,929
Appropriation of 2024 earnings
Legal reserve	-	-	1,681	-	(1,681)	-	-	-	-	-
Net loss for the year ended December 31, 2025	-	-	-	-	26,160	26,160	-	-	-	26,160
Other comprehensive income (loss) for the year ended December 31, 2025, net of income tax	-	-	-	-	939	939	(2,875)	6,637	3,762	4,701
Total comprehensive income (loss) for the year ended December 31, 2025	-	-	-	-	27,099	27,099	(2,875)	6,637	3,762	30,861
BALANCE AT DECEMBER 31, 2025	$ 1,781,000	$ 66,778	$ 269,636	$ 2,493	$ 66,489	$ 338,618	$ 11,074	$ 3,320	$ 14,394	$ 2,200,790

The accompanying notes are an integral part of the financial statements.

BIOSTAR MICROTECH INT'L CORP.

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
Profit/(loss) before income tax	$ 25,917	$ 28,167
Adjustments for:
Depreciation expense	5,175	4,925
Net loss on fair value changes of financial assets and liabilities at fair value through profit or loss	(191,491)	(29,695)
Finance costs	48	85
Interest income	(39,635)	(36,759)
Dividend income	(2,492)	(5,193)
Share of the profit of subsidiaries	16,479	10,942
Net loss on disposal of financial assets	(1,240)	(1,037)
Loss on disposal of investment recognized under equity method	-	651
Reversal of inventories	1,801	(64,523)
Unrealized net gain on foreign currency exchange	19,204	(34,154)
Changes in operating assets and liabilities
Notes receivable	943	(943)
Trade receivables	32,063	(51,364)
Trade receivables from related parties	16,161	56,520
Other receivables	1,817	(4,197)
Inventories	(2,381)	387,378
Other current assets	(8,097)	590
Net defined benefit assets	(301)	(44)
Other operating assets	(610)	1,817
Notes payable	(245)	(375)
Trade payables	(83,000)	(213,628)
Other payables	60,013	12,961
Other current liabilities	4,078	(4,144)
Cash used in operations	(145,793)	57,980
Interest paid	(48)	(85)
Income taxes paid	(2,026)	(1,550)
Net cash used in operating activities	(147,867)	56,345
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of financial assets at amortized cost	(85,663)	-
Proceeds from sale of financial assets at amortized cost	36,088	-
Purchase of financial assets at fair value through other comprehensive income	-	(205,519)
Proceeds from sale of financial assets at fair value through other comprehensive income	57,307	54,079
Purchase of financial assets at fair value through profit or loss	(468,079)	(372,009)
Proceeds from sale of financial assets at fair value through profit or loss	500,356	626,215
Cash flows from disposal of investment recognized under equity method	-	9,573
		(Continued)

BIOSTAR MICROTECH INT'L CORP.

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

(In Thousands of New Taiwan Dollars)

	2025	2024
Payments for property, plant and equipment	$ (1,502)	$ (5,431)
Increase in refundable deposits	-	(10)
Decrease in refundable deposits	5	-
Interest received	39,180	36,050
Dividends received	2,492	5,193
Net cash generated from investing activities	80,184	148,141
NET INCREASE/DECREASE IN CASH AND CASH EQUIVALENTS	(67,683)	204,486
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR	871,760	667,274
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR	$ 804,077	$ 871,760

The accompanying notes are an integral part of the financial statements. (Concluded)

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders
Biostar Microtech Int’L Corp. and Subsidiaries

Opinion

We have audited the accompanying financial statements of Biostar Microtech Int’L Corp. (the “Company”) and subsidiaries (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 the notes to the consolidated financial statements, including a summary of significant accounting policies (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.

Key audit matters of the Group’s consolidated financial statements for the year ended December 31, 2025 are stated as follows:

Estimation Uncertainty on Write-down of Inventories

The Group is primarily engaged in sales of computer motherboards, industrial computer and other computer peripheral products. The industrial characteristic and frequent releases of products resulting in the slow-moving (unmarketable) and obsolescence. The estimation of inventories net realisable value involved management uncertainty. The actual result might differ from the estimates. The estimation uncertainty on write-down of inventories is critical to financial statements as of December 31, 2025. Therefore, it was identified as a key audit matter. Please refer to Notes 4, 5 and 11 to the consolidated financial statements for detailed information related to the estimation uncertainty on write-down of inventories’ accounting policies, estimation uncertainty and disclosures.

Our main audit procedures we performed to address the above key audit matter were as follows:

We obtained an understanding of the Group’s inventories evaluation policies and the design of internal controls related to inventories evaluation and tested the operating effectiveness of such control.
We selected the sales and purchase documentation and tested the book value of inventories to check whether they were measured at lower of cost and net realisable value.
We tested and recalculated the data used by the management to calculate the allowance for inventory impairment losses and we compared the amount of the allowance for inventory impairment losses recognized by Biostar Microtech Int’L Corp. Afterwards, we confirmed the scrap inventory and whether it was listed in accordance with the inventory policy of the Group.
We observed the annual inventory count, and observed whether there were sluggish or obsolete inventories.

Other Matter

We have also audited the parent company only financial statements of Biostar Microtech Int’L Corp. 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 for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the 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 members of the audit committee, are responsible for overseeing the Group’s financial reporting process.

24 -

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these 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 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 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.

25 -

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 Han-Ni Fang and Shih-Chieh Chou.

Deloitte & Touche
Taipei, Taiwan
Republic of China

March 13, 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.

26 -

BIOSTAR MICROTECH INT'L CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2025 AND 2024

(In Thousands of New Taiwan Dollars)

	2025		2024
ASSETS	Amount	%	Amount	%
CURRENT ASSETS
Cash and cash equivalents (Note 6)	$ 836,475	32	$ 892,390	34
Financial assets at fair value through profit or loss - current (Note 7)	272,808	10	123,347	5
Financial assets at fair value through other comprehensive income - current (Note 8)	324,349	12	392,470	15
Financial assets at amortized cost - current (Note 9)	107,980	4	59,784	2
Notes receivable (Note 10)	-	-	943	-
Trade receivables, net (Notes 10 and 22)	187,186	7	230,312	9
Other receivables (Note 10)	14,064	1	15,417	1
Current tax assets (Note 24)	13,796	-	13,523	1
Inventories, net (Notes 5 and 11)	363,884	14	395,554	15
Other current assets (Note 16)	15,487	1	7,991	-
Total current assets	2,136,029	81	2,131,731	82
NON-CURRENT ASSETS
Financial assets at fair value through profit or loss - non-current (Note 7)	114,484	5	105,244	4
Property, plant and equipment (Notes 13 and 29)	130,838	5	132,647	5
Right of use asset (Note 14)	-	-	297	-
Investment properties, net (Notes 15 and 29)	191,780	7	193,786	7
Deferred tax assets (Note 24)	18,684	1	19,917	1
Other non-current assets (Notes 16 and 20)	33,587	1	31,651	1
Total non-current assets	489,373	19	483,542	18
TOTAL	$ 2,625,402	100	$ 2,615,273	100
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Notes payable (Note 17)	$ 1,266	-	$ 1,511	-
Trade payables (Note 17)	170,717	7	252,322	10
Other payables (Note 18)	163,685	6	104,350	4
Current tax liabilities (Note 24)	2,992	-	-	-
Provision - current (Note 19)	30,000	1	30,000	1
Lease liabilities - current (Note 14)	-	-	324	-
Other current liabilities (Note 18)	12,360	-	7,842	-
Total current liabilities	381,020	14	396,349	15
NON-CURRENT LIABILITIES
Provisions - non-current (Note 19)	20,000	1	20,000	1
Deferred tax liabilities (Note 24)	20,256	1	25,659	1
Other non-current liabilities (Note 18)	3,336	-	3,336	-
Total non-current liabilities	43,592	2	48,995	2
Total liabilities	424,612	16	445,344	17
EQUITY (Note 21)
Share capital
Ordinary Shares	1,781,000	68	1,781,000	68
Capital surplus	66,778	2	66,778	3
Retained earnings	338,618	13	311,519	12
Other equity	14,394	1	10,632	-
Total equity	2,200,790	84	2,169,929	83
TOTAL	$ 2,625,402	100	$ 2,615,273	100

The accompanying notes are an integral part of the consolidated financial statements.

BIOSTAR MICROTECH INT'L CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

(In Thousands of New Taiwan Dollars, Except Earnings (Loss) Per Share)

	2025		2024
	Amount	%	Amount	%
OPERATING REVENUE (Note 22)	$ 1,734,165	100	$ 2,018,684	100
OPERATING COSTS (Notes 11 and 23)	1,622,193	94	1,852,747	92
GROSS PROFIT	111,972	6	165,937	8
OPERATING EXPENSES (Notes 10 and 23)
Selling and marketing expenses	113,396	7	124,157	6
General and administrative expenses	76,391	4	76,399	4
Research and development expenses	75,347	4	71,130	3
Expected credit loss (gain)	(1,076)	-	1,176	-
Total operating expenses	264,058	15	272,862	13
PROFIT (LOSS) FROM OPERATIONS	(152,086)	(9)	(106,925)	(5)
NON-OPERATING INCOME AND EXPENSES
Interest income (Note 23)	40,114	3	37,903	2
Other income (Note 23)	21,443	1	20,379	1
Other gains and losses (Notes 12, 23 and 30)	117,635	7	76,926	3
Finance costs (Note 23)	(49)	-	(116)	-
Total non-operating income and expenses	179,143	11	135,092	6
PROFIT (LOSS) BEFORE INCOME TAX	27,057	2	28,167	1
INCOME TAX EXPENSE (BENEFIT) (Note 24)	897	-	21,548	1
NET PROFIT (LOSS) FOR THE YEAR	26,160	2	6,619	-
OTHER COMPREHENSIVE INCOME (LOSS)
(Notes 20, 21 and 24)
Items that will not be reclassified subsequently to profit or loss:
Remeasurement of defined benefit plans	1,174	-	12,725	1
Income tax related to items that will not be reclassified subsequently to profit or loss	(235)	-	(2,545)	-
	939	-	10,180	1

(Continued)

BIOSTAR MICROTECH INT'L CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

(In Thousands of New Taiwan Dollars, Except Earnings (Loss) Per Share)

	2025		2024
	Amount	%	Amount	%
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translation of the financial statements of foreign operations	$ (3,594)	-	$ 6,779	-
Unrealized gain (loss) on investments in debt instruments at fair value through other comprehensive income	6,637	-	2,167	-
Income tax related to items that may be reclassified subsequently to profit or loss	719	-	(1,355)	-
	3,762	-	7,591	-
Other comprehensive income (loss) for the period, net of income tax	4,701	-	17,771	1
TOTAL COMPREHENSIVE INCOME (LOSS) FOR THE YEAR	$ 30,861	2	$ 24,390	1
NET PROFIT (LOSS) ATTRIBUTABLE TO
Owner(s) of Company	$ 26,160	2	$ 6,619	-
Non-controlling interests	-	-	-	-
	$ 26,160	2	$ 6,619	-
TOTAL COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO
Owner(s) of Company	$ 30,861	2	$ 24,390	1
Non-controlling interests	-	-	-	-
	$ 30,861	2	$ 24,390	1
EARNINGS PER SHARE (Note 25)
Basic	$ 0.15		$ 0.04
Diluted	$ 0.15		$ 0.04

The accompanying notes are an integral part of the consolidated financial statements.

(Concluded)

BIOSTAR MICROTECH INT'L CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

(In Thousands of New Taiwan Dollars)

	Equity Attributable to Owners of the Company
	Ordinary Shares		Capital Surplus	Retained Earnings				Other Equity			Total Equity
	Shares (In Thousands)	Amount		Legal Reserve	Special Reserve	Unappropriated Earnings	Total	Exchange Differences on Translating the Financial Statements of Foreign Operations	Unrealized Valuation Gain (Loss) on Financial Assets at Fair Value Through Other Comprehensive Income	Total
BALANCE AT JANUARY 1, 2024	178,100	$ 1,781,000	$ 66,778	$ 267,955	$ 4,374	$ 22,391	$ 294,720	$ 8,525	$ (5,484)	$ 3,041	$ 2,145,539
Appropriation of 2023 earnings
Special reserve	-	-	-	-	(1,881)	1,881	-	-	-	-	-
Net profit (loss) for the year ended December 31, 2024	-	-	-	-	-	6,619	6,619	-	-	-	6,619
Other comprehensive income (loss) for the year ended December 31, 2024, net of income tax	-	-	-	-	-	10,180	10,180	5,424	2,167	7,591	17,771
Total comprehensive income (loss) for the year ended December 31, 2024	-	-	-	-	-	16,799	16,799	5,424	2,167	7,591	24,390
BALANCE AT DECEMBER 31, 2024	178,100	1,781,000	66,778	267,955	2,493	41,071	311,519	13,949	(3,317)	10,632	2,169,929
Appropriation of 2024 earnings
Legal reserve	-	-	-	1,681	-	(1,681)	-	-	-	-	-
Net profit (loss) for the year ended December 31, 2025	-	-	-	-	-	26,160	26,160	-	-	-	26,160
Other comprehensive income (loss) for the year ended December 31, 2025, net of income tax	-	-	-	-	-	939	939	(2,875)	6,637	3,762	4,701
Total comprehensive income (loss) for the year ended December 31, 2025	-	-	-	-	-	27,099	27,099	(2,875)	6,637	3,762	30,861
BALANCE AT DECEMBER 31, 2025	178,100	$ 1,781,000	$ 66,778	$ 269,636	$ 2,493	$ 66,489	$ 338,618	$ 11,074	$ 3,320	$ 14,394	$ 2,200,790

The accompanying notes are an integral part of the consolidated financial statements.

BIOSTAR MICROTECH INT'L CORP. AND SUBSIDIARIES

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 tax before income tax	$ 27,057	$ 28,167
Adjustments for:
Depreciation expense	5,485	6,701
Expected credit loss recognized (reversed) on trade receivables	(1,076)	1,176
Net loss on fair value changes of financial assets and liabilities at fair value through profit or loss	(191,491)	(29,695)
Finance costs	49	116
Interest income	(40,114)	(37,903)
Dividend income	(2,492)	(5,193)
Net loss on disposal of financial assets	(1,240)	(1,037)
Reversal of write-down of inventories	(3,531)	(68,012)
Unrealized net loss on foreign currency exchange	19,204	(34,154)
Net loss on disposal of subsidiary	-	651
Changes in operating assets and liabilities
Notes receivable	943	(943)
Trade receivables	42,808	(70,065)
Other receivables	1,808	(5,321)
Inventories	31,396	491,757
Other current assets	(7,496)	719
Net defined benefit asset	(301)	(44)
Other operating assets	(602)	1,826
Notes payable	(245)	(375)
Trade payables	(77,945)	(213,839)
Other payables	59,131	9,992
Other current liabilities	4,518	(4,090)
Cash generated from (used in) operations	(134,134)	70,434
Interest paid	(49)	(116)
Income taxes paid	(3,098)	(1,628)
Net cash (used in) generated from operating activities	(137,281)	68,690
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of financial assets at fair value through other comprehensive income	-	(205,519)
Proceeds from sale of financial assets at fair value through other comprehensive income	57,307	54,079
Purchase of financial assets at amortized cost	(113,725)	(3,211)
Proceeds from sale of financial assets at amortized cost	64,280	89
Purchase of financial assets at fair value through profit or loss	(468,079)	(372,009)
Proceeds from sale of financial assets at fair value through profit or loss	500,356	626,215
Payments for property, plant and equipment	(1,523)	(5,431)
Increase in refundable deposits	-	(31)
Decrease in refundable deposits	141	-
		(Continued)

31 -

BIOSTAR MICROTECH INT'L CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

(In Thousands of New Taiwan Dollars)

	2025	2024
Interest received	$ 39,659	$ 37,194
Dividends received	2,492	5,193
Net cash generated from investing activities	80,908	136,569
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment for lease liability principle	(308)	(1,836)
EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES	766	(6,068)
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	(55,915)	197,355
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR	892,390	695,035
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR	$ 836,475	$ 892,390

The accompanying notes are an integral part of the consolidated financial statements. (Concluded)

32 -

Appendix 2

Comparison Table of Amended Provisions on Procedures for Acquisition or Disposal of Assets

Amended Article	Current Article	Rationale
Article 14: Information Disclosure Procedures
I. Items Subject to Public Announcement and Reporting
i. Acquisition or disposal of real property or right-of-use assets thereof from or to a related party, or acquisition or disposal of assets other than real property or right-of-use assets thereof with a related party, where the transaction amount reaches 20% of the Company’s paid-in capital, 10% of total assets, or TWD 300 million or more. However, this shall not apply to trading of domestic government bonds, bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises.
ii. Execution of mergers, demergers, acquisitions, or transfer of shares.
iii. Losses from derivatives trading reaching the limits on total or individual contract losses as set forth in the applicable procedures.
iv. Acquisition or disposal of equipment for operational use, or right-of-use assets thereof, where the counterparty is not a related party, and the transaction amount reaches TWD 500 million or more.	Article 14: Information Disclosure Procedures
I. Items Subject to Public Announcement and Reporting
i. Acquisition or disposal of real property or right-of-use assets thereof from or to a related party, or acquisition or disposal of assets other than real property or right-of-use assets thereof with a related party, where the transaction amount reaches 20% of the Company’s paid-in capital, 10% of total assets, or TWD 300 million or more. However, this shall not apply to trading of domestic government bonds, bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises.
ii. Execution of mergers, demergers, acquisitions, or transfer of shares.
iii. Losses from derivatives trading reaching the limits on total or individual contract losses as set forth in the applicable procedures.
iv. Acquisition or disposal of equipment or right-of-use assets thereof for business use, where the counterparty is not a related party and the transaction amount meets any of the following thresholds:
1. Where the Company’s paid-in capital is less than TWD 10 billion, the transaction amount reaches TWD 500 million or more.
2. Where the Company’s paid-in capital is TWD 10 billion or more.	Amendments are made in alignment with the Company’s current operational conditions.

33 -

Amended Article	Current Article	Rationale
v ~ viii (Omitted)
II ~ III (Omitted)	more, the transaction amount reaches TWD 1 billion or more.
v ~ viii (Omitted)
II ~ III (Omitted)

34 -

Appendix 3

Biostar Microtech Int'l Corp. Articles of Incorporation

Chapter I General Provision

Article 1 The Corporation is organized under the Company Act and its name shall be Biostar Microtech Int'l Corp.

Article 2 The scope of business of the Corporation shall be as follows:

CC01110 Computer and Peripheral Equipment Manufacturing.
CC01080 Electronics Components Manufacturing.
CC01030 Electrical Appliances and Audiovisual Electronic Products Manufacturing
CC01101 Controlled Telecommunications Radio-Frequency Devices and Materials Manufacturing.
CQ01010 Mold and Die Manufacturing.
F113050 Wholesale of Computers and Clerical Machinery Equipment.
F119010 Wholesale of Electronic Materials
F113020 Wholesale of Electrical Appliances.
F213010 Retail Sale of Electrical Appliances.
F113070 Wholesale of Telecommunication Devices.
F106030 Wholesale of Molds
F401021 Controlled Telecom Radio Frequency Equipment and Materials Import.
E701030 Controlled Telecommunications Radio-Frequency Devices Installation Engineering
I301010 Information Software Services
CF01011 Medical Devices Manufacturing
F102170 Wholesale of Foods and Groceries
F108031 Wholesale of Medical Devices
F203010 Retail Sale of Food, Grocery and Beverage
F208031 Retail Sale of Medical Devices
ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special Approval

Article 3 The Corporation may provide endorsements and guarantees for outside parties based on its business needs.

Article 4 The total amount of the reinvestment made by the Corporation may without being subject to the restriction imposed by Article 13 of the Company Act.

Article 5 The Corporation shall be headquartered in New Taipei City, Taiwan, and the corporation may set up branches domestically or overseas when necessary and by resolution of the Boards of Directors.

Article 6 Public Announcements by the Corporation shall be made by a method in accordance with Article 28 of the Company Act.

Chapter II Shares

Article 7 The total capital of the Corporation shall be NT$ 3,000,000,000, divided into 300,000,000 shares with a value of NT$10 each, and the NT$ 100,000,000 of the aforementioned total capital divided into 10,000,000 shares shall be retained for

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stock warrants, corporate bonds with warrants or preferred shares with warrants. The capital of the corporation may be issued in installments, and the board of directors is authorized to handle following the Company Act and other applicable laws and regulations.

(Deleted)

Article 8

The share certificates of the Corporation shall be name-bearing share certificates, affixed with the signature or seal of the director that represents the Corporation, certified and issued in accordance with the Company Act and relevant laws and regulations. The corporation may issue shares without printing share certificates, but shall register with the Centralized Securities Depository Enterprises first. The same applies to issuing other marketable securities.

Article 9

All transfer of stocks, creation of rights, pledge, loss, succession, gift, lose or seal, amendment of seal, change of address, or similar stock transaction conducted by shareholders of the Corporation shall follow the “Guidelines for Stock Operations for Public Companies”.

Article 10

Transfer of shares shall be suspended during the 60 days before the date of the regular shareholders’ meeting, during the 30 days before the date of a special shareholders’ meeting, or during the 5 days before the record date decided by the Corporation for distribution of dividends, bonuses, or other interests.

Chapter III Shareholders’ Meeting

Article 12

Shareholders’ meetings of the Corporation are classified into two: regular meetings and special meetings. Regular Meetings shall be convened annually within 6 months after the end of each fiscal year, and special meetings shall be called following the law when necessary.

Article 13

If a shareholder is unable to attend a shareholders’ meeting, he/she may appoint a representative to attend it on his/her behalf by providing a proxy printed by the Corporation with his/her signature or stamp declaring the authorization scope. In addition to the Article 177 of the Company Act, all related matters shall follow “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies” promulgated by the competent authority.

Article 14

Unless otherwise provided by the Company Act, each shareholder of the Corporation is entitled to one vote for each share held.

Article 15

Except as provided in Company Act, resolutions shall be adopted at the meeting with the concurrence of a majority of the votes held by shareholders present at the meeting, and shareholders’ meetings may be held if the attended shareholders own more than half of the total issued and outstanding capital stock of the Company.

Chapter IV Directors and the Audit Committee

Article 16

The Board of Directors of the Corporation shall consist of 5 to 9 Directors, the aforesaid Board of Directors shall have not less than two independent directors and not less than one-third of the total directors as independent directors. Directors shall be elected by adopting a candidate nomination system. The term of office for Directors shall be three years, and all Directors shall be eligible for re-election.

The total percentage of shares held by the Directors shall be subject to the requirements set by the competent authority in charge. The professional qualifications, restrictions on shareholding and concurrent holding of office, determination of independence, method of nomination and election, the exercise of power, and other compliance matters concerning independent Directors shall

be subject to the requirements of the competent authority for the securities and exchange.

Article 16-1
The following relationships may not exist among more than half of the Corporation's Directors:
1. A Spousal Relationship.
2. A Familial Relationship within the second degree of kinship.

Article 16-2
To convene a meeting of the Board of Directors, a notice of the meeting shall state the reasons for the meeting and shall be given to each Director by 7 days before the meeting, provided that a meeting may be convened at any time in case of emergency. The notice of a meeting under the preceding paragraph may be made by means of e-mail or facsimile instead of notice in hardcopy form.

Article 17
The duties of Board of the Directors are as follows:
1. Deliberation of business plans.
2. Deliberation of budgets and final accounts.
3. Drawing up proposals for the distribution of profits and offsetting losses.
4. Drawing up proposals for increases or decreases in the capital.
5. Approval of the plan on the significant expenditure in the capital.
6. Decisions on the establishment or termination of any branch, except for offices.
7. Drawing up proposals for amendments to the Articles of Incorporation.
8. Deliberation of all significant contracts and other significant matters.
9. Deliberation of the Corporation’s reinvestment in other enterprises or the sale of shares in reinvested enterprises.
10. Review of major transactions between the Corporation and its affiliated parties (including affiliated enterprises).
11. Appointment and removal of the General Manager, Deputy General Manager, and Department Head.
12. Approval of the purchase and disposal of important property and important institutional rules.
13. Discharge of any other powers conferred on it by law or regulation or at a shareholders' meeting.

Article 18
The Board of Directors’ meeting shall be organized by the Directors. The Directors shall elect one of their numbers as the Chairman with the approval of a majority of the Directors present at a meeting of the Board of Directors when at least two-thirds of the Directors are present.

Article 19
In case the Chairman of the Board of Directors is on leave or can not exercise his/her power and authority for any cause, the selection of any person acting for him/her shall be handled in accordance with Article 208 of the Company Act. A Director unable to be present at a meeting may appoint another Director to act at the meeting on behalf of such absent Director with issuing a proxy form, a Director may accept only one acting appointment per meeting.

Article 20
Except as otherwise provided in the Company Act, a meeting of the Board of Directors may be held if attended by a majority of total Directors and resolutions shall be adopted with the concurrence of the majority of the Directors present at the meeting.

Article 21
Board of Directors is authorized to determine the salary for the Chairman and Directors based on their participation in the Corporation’s operation. A Director’s contribution and the standards of the industry shall be taken into account. If the company has earnings, the remuneration shall be distributed in accordance with Article 24 of the Articles of Incorporation. The Corporation may take out liability insurance for directors concerning liabilities resulting from exercising their duties

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during their terms of occupancy.

Chapter V Managerial Officers

Article 22
The Corporation may have managerial officers, and their appointment, dissolution, and compensation shall be as pursuant to Article 29 of the Company Act. The company may hire consultants and significant managerial officers shall be determined by resolution of the Board of Directors.

Chapter VI Accounting

Article 23
After the end of each fiscal year, the Board of Directors shall prepare the following documents and submit them to the regular shareholders’ meeting for recognition in accordance with the procedure of the law.

Business report;
Financial Statement;
Proposals for the distribution of profits or offsetting of losses and others

Article 24
If the corporation has profits for the year, it shall allocate 5% to 15% as employee remuneration, which shall be distributed in stock or cash by the decision of the Board of Directors. The distribution may include employees of affiliated companies who meet certain conditions; The Corporation may allocate no more than 3% of the profit as remuneration to the Directors by the resolution of the Board of Directors. The distribution of employee remuneration and Director remuneration should be proposed at the shareholders’ meeting.

But when the Corporation still has accumulated losses, the amount to be compensated should be reserved in advance, and then employee remuneration and Director remuneration can be allocated according to the proportion mentioned in the preceding paragraph.

Paragraph 1: No less than five percent of the total amount allocated for employee compensation shall be distributed to entry-level employees.

When there are earnings for the fiscal year, the Company shall first estimate and reserve the taxes to be paid, offset its losses in previous years, and set aside a legal capital reserve at 10% of the remaining earnings. But provided that the amount of accumulated legal capital reserve has reached the amount of the paid-in capital of the Corporation, it is optional to set aside none and set aside or reverse special capital reserve pursuant to applicable law or regulation for the rest. If there are any unappropriated earnings, combined with the accumulated unappropriated earnings, the Board of Directors shall prepare a distribution proposal to be submitted to the shareholders’ meeting for recognition.

Article 24-1
As part of the information industry, the Corporation is in an environment with steady growth. Taking the Corporation’s long-term business development, future funding requirement, and long-term financial plan into consideration, as well as to fulfill the need of shareholders’ cash inflow demand, the Corporation mainly allocate cash dividend that may come with the partial stock dividend. The aforementioned cash dividend ratio is 50% to 100% of the total distributed dividend and the stock dividend distribution is from 0% to 50% of the total distributed dividends.

Chapter VII Supplementary Provisions

Article 25
All matters not covered by the Articles of Incorporation shall be governed by the

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Article 26

Company Act.

The Articles of Incorporation was adopted on 16 August 1990. The first amendment was made on 18 June 1991. The second amendment was made on 20 August 1991. The third amendment was made on 18 May 1992. The fourth amendment was made on 31 July 1995. The fifth amendment was made on 23 April 1997. The sixth amendment was made on 24 December 1997. The seventh amendment was made on 13 April 1998. The eighth amendment was made on 21 June 2000. The ninth amendment was made on 21 June 2000. The tenth amendment was made on 26 June 2001. The eleventh amendment was made on 26 June 2002. The twelfth amendment was made on 27 June 2003. The thirteenth amendment was made on 28 June 2004. The fourteenth amendment was made on 17 June 2005. The fifteenth amendment was made on 14 June 2006. The sixteenth amendment was made on 13 June 2007. The seventeenth amendment was made on 16 June 2009. The eighteenth amendment was made on 22 June 2012. The nineteenth amendment was made on 19 June 2014. The twentieth amendment was made on 16 June 2016. The twenty-first amendment was made on 22 June 2017. The twenty-second amendment was made on 29 July 2021. The twenty-third amendment was made on June 20, 2025. The Articles of Incorporation or amendments are made after approval by the competent authority.

Biostar Microtech Int'l Corp.
Chairman: Ming-Yi Wang

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Appendix 4

Biostar Microtech Int'l Corp.
Procedures for Acquisition or Disposal of Assets

Article 1: Purpose

These Procedures are established to safeguard assets and ensure proper information disclosure.

Article 2: Legal Basis

The Procedures are adopted in accordance with the provisions of Article 36-1 of “the Securities and Exchange Act” ("the Act") and “Regulations Governing the Acquisition and Disposal of Assets by Public Companies.”

Article 3: Scope of Assets

I. Marketable securities: including stocks, government bonds, corporate bonds, financial bonds, securities representing funds, depositary receipts, call (put) warrants, beneficiary certificates, and asset-backed securities.
II. Real property (including land, buildings, and structures, investment property, and inventories of construction companies) and equipment.
III. Membership Cards.
IV. Intangible assets, including patents, copyrights, trademarks, and concessions, etc.
V. Right-of-Use assets.
VI. Creditor’s rights of financial institutions (including receivables, bill discounts, and loans, as well as overdue receivables).
VII. Derivatives.
VIII. Assets acquired or disposed of due to mergers, divisions, acquisitions, or transfers of shares in accordance with the law.
IX. Other important assets.

Article 4: Definition

I. Derivatives: refers to a forward contract, option contract, futures contract, leveraged margin contract, exchange contract, a combination of the above-mentioned contracts, a combined contract, or a structured commodity embedded in a derivative product whose value is derived from specific interest rate, financial instrument price, commodity price, exchange rate, price or rate index, credit rating or credit index, or other variables. The so-called forward contract does not include insurance contracts, performance contracts, after-sales service contracts, long-term lease contracts, and long-term import (sale) contracts.
II. Assets acquired or disposed of due to mergers, divisions, acquisitions or transfer of shares in accordance with law: refers to assets acquired or disposed of due to merger, division, acquisition or transfer of shares in accordance with the Corporate Mergers Act, the Financial Holding Company Act, the Financial Institutions Consolidation Act or other laws, or newly-issued shares for shares transferred from other companies in accordance with the provisions of Article 156-3 of the Company Act.
III. Related party or subsidiary: As defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
IV. Professional appraiser: Refers to a real estate appraiser or other person duly authorized by law to engage in the value appraisal of real estate or equipment.
V. Date of occurrence: Refers to the date of contract signing, date of payment, date of consignment trade, date of transfer, dates of boards of directors’ resolutions, or

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other dates that can confirm the counterparty and the monetary amount of the transaction, whichever date is earlier; Provided, for investment for which approval of the competent authority is required, the earlier of the above date or the date of receipt of approval by the competent authority shall apply.

VI. Mainland China area investment: Refers to investments in the mainland China area conducted in accordance with the provisions of the Regulations Governing Permission for Investment or Technical Cooperation in the Mainland Area of the Investment Commission, Ministry of Economic Affairs.

VII. Investment Professional: Refers to financial holding companies, banks, insurance companies, bill finance companies, trust companies, securities firms operating proprietary trading or underwriting business, futures commission merchants operating proprietary trading business, securities investment trust companies, securities investment consulting companies, and fund management companies, that are lawfully incorporated and are regulated by the competent financial authorities of the jurisdiction where they are located.

VIII. Securities exchange: "Domestic securities exchange" refers to the Taiwan Stock Exchange Corporation; "Foreign securities exchange" refers to any organized securities exchange market that is regulated by the competent securities authorities of the jurisdiction where it is located.

IX. Securities Firms venue: "Domestic Securities Firms venue" refers to a venue for securities trading provided by a securities firm in accordance with the Regulations Governing Securities Trading on the Taipei Exchange; "Foreign Securities Firms venue" refers to a venue at a financial institution that is regulated by the foreign competent authority and that is permitted to conduct securities business.

X. "Within one year" refers to the one year retroactively calculated from the date of the current acquisition or disposal of assets; any portion already publicly disclosed shall be excluded.

XI. "Most recent financial statements" refer to the financial statements publicly disclosed prior to the acquisition or disposal of assets, duly audited or reviewed by a certified public accountant in accordance with law.

XII. For the calculation of 10% of total assets under the Procedures, the total assets stated in the most recent parent company's only financial report or in the individual financial report prepared under the Regulations Governing the Preparation of Financial Reports by Securities Issuers shall be used.

Article 5: Limits on Real Property, Right-of-Use Assets, and Marketable Securities

The limits for the Company and each subsidiary in acquiring the aforementioned assets are as follows:

I. The total amount of non-operating real property and right-of-use assets shall not exceed 15% of net worth.

II. The total amount of investments in marketable securities shall not exceed 200% of total assets as shown in the most recent financial statements; for wholly-owned subsidiaries, the limit shall be 200% of the subsidiary's total assets.

III. Investment in any single marketable security shall not exceed 100% of total assets as shown in the most recent financial statements; for wholly-owned subsidiaries, the limit shall be 200% of the subsidiary's total assets.

IV. The net investment amount by the Company and its subsidiaries in any single TWSE- or TPEx-listed company shall not exceed 10% of the total assets of the respective company.

V. The aggregate shareholding by the Company and its subsidiaries in any single TWSE- or TPEx-listed company shall not exceed 10% of the total issued shares of such company.

Article 6: Professional appraisers and their officers, certified public accounts, attorneys, and

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securities underwriters that provide the Company with appraisal reports, certified public accountant's opinions, attorney's opinions, or underwriter's opinions shall meet the following requirements:

I. They may not have previously received a final sentence to imprisonment for 1 year or longer for a violation of the Securities and Exchange Act, the Company Act, the Banking Act, the Insurance Act, the Financial Holding Company Act, or the Business Entity Accounting Act of the Republic of China, or for fraud, breach of trust, embezzlement, forgery of documents, or occupational crime. However, this provision does not apply if 3 years have already passed since completion of service of the sentence, since expiration of the period of a suspended sentence, or since a pardon was received.

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

III. If the company is required to obtain appraisal reports from two or more professional appraisers, the different professional appraisers or appraisal officers may not be related parties or de facto related parties of each other.

When issuing an appraisal report or opinion, the personnel referred to in the preceding provisions shall comply with the following:

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

II. When examining a case, they shall appropriately plan and execute adequate working procedures to produce a conclusion and use the conclusion as the basis for issuing the report or opinion. The related working procedures, data collected, and conclusion shall be fully and accurately specified in the case working papers.

III. They shall undertake an item-by-item evaluation of the comprehensiveness and reasonableness of the sources of data used, the parameters, and the information, as the basis for issuance of the appraisal report or the opinion.

IV. They shall issue a statement attesting to the professional competence and independence of the personnel who prepared the report or opinion, and that they have evaluated and found that the information used is appropriate and reasonable, and that they have complied with applicable laws and regulations.

Article 7: Procedures for Acquisition or Disposal of Real Property, Equipment, or Right-of-Use Assets

I. Evaluation and Operation Procedures

The Company shall handle the acquisition or disposal of real property, equipment, or right-of-use assets in accordance with the fixed asset cycle procedures under its internal control system.

II. Determination of Transaction Terms and Authorization Limits

i. For real property or right-of-use assets, transaction terms and prices shall be determined with reference to publicly announced land values, appraised values, and actual transaction prices of nearby properties, and an analysis report shall be submitted for approval; for transactions under TWD 20 million, subject to approval by the General Manager; for transactions more than TWD 20 million and less than TWD 75 million (not included), subject to approval by the Chairperson; and for transactions more than TWD 75 million, subject to approval by the Audit Committee and resolution by the Board of Directors.

ii. For equipment or right-of-use assets, procurement shall be conducted through quotation, comparison, negotiation, or tendering: for transactions less than TWD 10 million, subject to approval by the General Manager; for transactions more than TWD 10 million and less than TWD 50 million (not included), subject to approval by the Chairperson; for transactions more than TWD 50 million, subject to approval by the Audit Committee and resolution by the Board of Directors.

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III. Execution Unit

For the acquisition or disposal of real property, equipment, or right-of-use assets of the Company, upon approval in accordance with the above authorization, the user department and the administrative department shall be responsible for execution.

IV. Appraisal Reports of Real Property, Right-of-Use Assets, and Marketable Securities

Except for transactions with domestic government agencies, self-constructed assets, leased land construction, or acquisition/disposal of equipment for operational use, for the acquisition or disposal of real property, equipment, or right-of-use assets of the Company, where the transaction amount reaches 20% of paid-in capital or TWD 300 million or more, the Company shall obtain an appraisal report from a professional appraiser prior to the date of occurrence and the calculation of the transaction amount shall be in accordance with Article 14, while the term "within one year" refers to the one year preceding the date of the current transaction, portions for which an appraisal report or CPA opinion has already been obtained in accordance with these procedures does need to be re-included. Additional requirements include:

i. Where, due to special circumstances, a limited price, specified price, or special price must be used as the reference basis for determining the transaction price, such transaction shall be submitted in advance to the Audit Committee and the Board of Directors for approval. The same shall apply to any subsequent changes to the transaction terms.

ii. Where the transaction amount reaches TWD 1 billion or more, appraisals shall be obtained from two or more professional appraisers.

iii. Where any of the following circumstances apply to the appraisal results provided by professional appraisers, a certified public accountant shall be engaged to issue a specific opinion on the reasons for the discrepancy and the fairness of the transaction price, unless, in the case of asset acquisition, all appraisal results are higher than the transaction amount, or, in the case of asset disposal, all appraisal results are lower than the transaction amount:

The discrepancy between the appraisal result and the transaction amount reaches 20% or more of the transaction amount.
The discrepancy between appraisal results from two or more professional appraisers reaches 10% or more of the transaction amount.

iv. The date of the appraisal report issued by a professional appraiser shall not be more than three months prior to the contract execution date. However, if the same period's publicly announced land value is applied and the report is issued within six months, an opinion letter may be issued by the original professional appraiser.

v. Where the Company acquires or disposes of assets through court auction procedures, documents issued by the court may be used in lieu of an appraisal report or a certified public accountant's opinion.

Article 8: Procedures for Acquisition or Disposal of Marketable Securities

I. Evaluation and Operation Procedures

Transactions shall be handled in accordance with the investment cycle procedures under the Company's internal control system.

II. Determination of Transaction Terms and Authorization Limits

i. Transactions conducted on centralized markets or at securities firm premises: for transactions less than TWD 10 million: approval by the

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General Manager; for transactions more than TWD 10 million and less than TWD 50 million (non-included): approval by the Chairperson; and for transactions of TWD 50 million or above: approval by the Audit Committee and Board of Directors.

ii. For transactions of marketable securities not conducted on a centralized exchange market or at securities firm business premises, the Company shall first obtain the most recent financial statements of the target company, audited or reviewed by a certified public accountant, as a reference for evaluating the transaction price, taking into consideration factors such as net asset value per share, profitability, and future development potential. For transactions less than TWD 10 million: approval by the General Manager; for transactions more than TWD 10 million and less than TWD 50 million (non-included): approval by the Chairperson; and for transactions of TWD 50 million or above: approval by the Audit Committee and Board of Directors.

III. Execution Unit

For the acquisition or disposal of marketable securities of the Company, upon approval in accordance with the foregoing authorization limits, the finance and accounting department shall be responsible for execution.

IV. Obtaining Expert Opinions

i. The Company shall, prior to the date of occurrence, obtain the most recent financial statements of the target company, audited or reviewed by a certified public accountant, as a reference for evaluating the transaction price. Where the transaction amount reaches 20% of the Company's paid-in capital or above TWD 300 million, a certified public accountant shall be engaged prior to the date of occurrence to provide an opinion on the reasonableness of the transaction price. However, this requirement shall not apply where the securities have publicly quoted prices in an active market or where otherwise provided by the Financial Supervisory Commission. The calculation of the transaction amount shall be conducted in accordance with Article 14, and "within one year" shall be calculated retroactively from the date of occurrence of the current transaction; amounts for which appraisal reports or CPA opinions have already been obtained in accordance with these Procedures shall be excluded.

ii. Where the Company acquires or disposes of assets through court auction procedures, documents issued by the court may be used in lieu of an appraisal report or a certified public accountant's opinion.

Article 9: Procedures for Acquisition or Disposal of Assets from or to Related Parties

I. In addition to compliance with Articles 7, 8, and 10, the Company shall follow the procedures below for transactions with related parties, including the relevant approval procedures and assessment of transaction reasonableness. Where the transaction amount reaches 10% or more of the Company's total assets, an appraisal report issued by a professional appraiser or a CPA opinion shall also be obtained in accordance with Articles 7, 8, and 10. The calculation of the transaction amount shall be conducted in accordance with Article 14, and "within one year" shall be calculated retroactively from the date of occurrence of the current transaction; amounts for which appraisal reports or CPA opinions have already been obtained in accordance with these Procedures shall be excluded. In determining whether a transaction counterparty is a related party, both legal form and substantive relationships shall be considered.

II. Evaluation and Operation Procedures

Where the Company acquires or disposes of real property or right-of-use assets from or to a related party, or engages in transactions involving assets other than real

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property or right-of-use assets with a related party, and the transaction amount reaches 20% of paid-in capital, 10% of total assets, or TWD 300 million or more, except for transactions involving domestic government bonds, bonds with repurchase or resale agreements, or subscription/redemption of domestic money market funds issued by securities investment trust enterprises, the following information shall be submitted to the Audit Committee for approval and to the Board of Directors for resolution prior to entering into the transaction agreement and making payment:

i. Purpose, necessity, and expected benefits of the acquisition or disposal.
ii. Reasons for selecting the related party as the counterparty.
iii. Relevant information supporting the reasonableness of the proposed transaction terms for acquiring real property or right-of-use assets from a related party, in accordance with Subparagraphs i, ii, iii, iv, and vi of Paragraph III of this Article.
iv. The related party's original acquisition date and price, the transaction counterparty, as well as the relationship among the Company, the counterparty, and the related party.
v. Cash flow projections for each month over the one-year period commencing from the expected contract month, and assess the necessity of the transaction and the reasonableness of fund utilization.
vi. Appraisal report issued by a professional appraiser or a CPA opinion obtained in accordance with the preceding Article.
vii. Restrictions and other material terms and conditions of the transaction.

Where the Company or a subsidiary that is not a domestic public company engages in a transaction described above, and the transaction amount reaches 10% or more of the Company's total assets, the Company shall submit the information set forth above to the Shareholders' Meeting for approval prior to entering into the transaction agreement and making payment. However, this requirement shall not apply to transactions between the Company and its parent or subsidiaries, or between its subsidiaries.

The calculation of transaction amounts for the preceding two paragraphs shall be conducted in accordance with Article 14, and "within one year" shall be calculated retroactively from the date of occurrence of the current transaction; amounts already approved by the Shareholders' Meeting, Audit Committee, and Board of Directors under these Procedures shall be excluded.

For the following transactions between the Company and its parent or subsidiaries, or between subsidiaries in which 100% of issued shares or capital is directly or indirectly held, the Board of Directors may authorize the Chairperson to make decisions within a specified transaction amount limit, with subsequent ratification by the most recent Audit Committee and Board of Directors:

i. Acquisition or disposal of equipment or right-of-use assets for operational use.
ii. Acquisition or disposal of right-of-use assets of real property for operational use.

III. Assessment of Reasonableness of Transaction Costs

i. Where the Company acquires real property or right-of-use assets from a related party, the reasonableness of the transaction cost shall be assessed using the following methods:

Based on the transaction price of the related party, plus necessary interest on funding and costs to be borne by the buyer in accordance with the law. The necessary interest cost shall be calculated based on the weighted average borrowing rate for the year in which the Company purchases the asset, provided that it shall not exceed the maximum non-financial industry borrowing rate announced by the Ministry of Finance.
Where the related party has previously mortgaged the subject asset to a
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financial institution, the total appraised loan value determined by the financial institution shall be used; provided that the cumulative actual loan amount shall reach at least 70% of the total appraised loan value and the loan period shall exceed one year. This shall not apply where the financial institution is a related party to one of the transaction parties.

ii. Where land and buildings are acquired or leased together under a single transaction, the transaction cost may be assessed separately for land and buildings using any of the methods set forth above.

iii. The Company shall engage a certified public accountant to review and provide a specific opinion on the assessment of the cost of acquiring real property or right-of-use assets from a related party, conducted in accordance with Subparagraphs i and ii above.

iv. Where the assessed transaction cost of acquiring real property or right-of-use assets from a related party is lower than the transaction price in accordance with Subparagraphs i and ii of Paragraph 3 of this article, the provisions of Subparagraph v below shall apply. However, this shall not apply where objective evidence is provided, and the specific reasonability opinions from a professional real estate appraiser and a certified public accountant are obtained under the following circumstances:

The related party acquired undeveloped land or leased land for development, and supporting evidence demonstrates compliance with one of the following specified conditions:

(1) Where the land is evaluated in accordance with the methods set forth above, and the building is valued based on the related party's construction cost plus a reasonable construction profit, and the combined total exceeds the actual transaction price. The "reasonable construction profit" shall be determined as the lower of the average gross profit margin of the related party's construction segment over the most recent three years or the most recent gross profit margin for the construction industry as published by the Ministry of Finance.

(2) It is deemed a transaction under similar conditions after analyzing cases of different floors of the same property or other non-related party transactions within the preceding year in nearby areas, where such transactions are of similar size and have similar transaction terms after adjustment for reasonable floor or location differences in accordance with real estate market practices.

Where the Company can provide evidence that the transaction terms for acquiring real property or obtaining right-of-use assets through leasing from a related party are under similar conditions to those of non-related party transactions within the preceding year in nearby areas and of similar size. "Nearby area transactions" shall refer to transactions for a property within the same or adjacent blocks and within a radius of no more than 500 meters from the subject property, or with similar publicly announced land values in principle. "Similar size" shall mean that the area of the similar conditions transaction case is not less than 50% of the subject property. "Within one year" shall be calculated retroactively from the date of occurrence of the current acquisition of real property or right-of-use assets.

v. Where the Company acquires real property or right-of-use assets from a related party, and the assessed results pursuant to Subparagraphs i, ii, iii, iv, and vi, Paragraph III of this Article, are all lower than the transaction price, the following actions shall be taken: Where the Company and any public

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company applying the equity method to its investment in the Company have set aside a special reserve in accordance with the provisions below, such reserve may only be utilized after the overvalued asset has recognized impairment loss, been disposed of, or the lease has been terminated, or appropriate compensation has been made or restoration completed, or other evidence confirms the absence of unreasonableness, and upon approval by the Financial Supervisory Commission.

The Company shall set aside a special reserve for the difference between the transaction price and the assessed cost of the real property or right-of-use asset in accordance with Paragraph I, Article 41 of the Securities and Exchange Act. Such reserve shall not be distributed or capitalized for share issuance. Where an investor applying the equity method to the Company is a public company, it shall also set aside a special reserve in proportion to its shareholding in accordance with the same provision.
The independent directors of the Audit Committee shall act in accordance with Article 218 of the Company Act.
The handling of Subparagraph v, Items 1 and 2 above shall be reported to the Shareholders' Meeting, and detailed information of the transaction shall be disclosed in the annual report and prospectus.

vi. Where the Company acquires real property or right-of-use assets from a related party under any of the following circumstances, the evaluation and operation procedures set forth in Paragraph II of this Article shall apply, and the provisions regarding the assessment of transaction cost reasonableness in Subparagraphs i, ii, and iii, Paragraph III of this article shall not apply:

The related party acquired the real property or right-of-use asset through inheritance or gift.
More than five years have elapsed between the related party's acquisition of the real property or right-of-use asset and the date of the current transaction.
The Company enters into a joint construction agreement with the related party, or acquires real property constructed by the related party through self-owned land construction or leased land construction arrangements.
Transactions involving the acquisition of right-of-use assets for operational use between the Company and its subsidiaries, or among subsidiaries, in which 100% of issued shares or capital is directly or indirectly held.

vii. Where there is other evidence indicating that the transaction with a related party to acquire the real property or right-of-use asset is not conducted in the ordinary course of business, the provisions of Subparagraph v, Paragraph III of this Article shall apply.

Article 10: Procedures for Acquisition or Disposal of Intangible Assets, Right-of-Use Assets, or Membership Cards

I. Evaluation and Operation Procedures

The Company shall handle transactions of acquisition or disposal of Intangible Assets, Right-of-Use Assets, or Membership Cards in accordance with the fixed asset cycle procedures under its internal control system.

II. Determination of Transaction Terms and Authorization Limits

i. For intangible assets or right-of-use assets acquisitions or disposal, transaction terms and prices shall be determined with reference to expert appraisal reports or fair market value, and an analysis report shall be prepared and submitted for approval, for transactions less than TWD 10 million, subject to approval by the General Manager; for transactions more than TWD 10 million and less

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than TWD 50 million (not included), subject to approval by the Chairperson; and for transactions more than TWD 50 million, subject to approval by the Audit Committee and resolution by the Board of Directors.

ii. For membership certificates acquisitions or disposal, transaction terms and prices shall be determined with reference to expert appraisal reports or fair market value, and an analysis report shall be prepared and submitted for approval, for transactions less than TWD 10 million, approval by the General Manager; for transactions more than TWD 10 million and less than TWD 50 million, approval by the Chairperson; and for transactions more than TWD 50 million, subject to approval by the Audit Committee and resolution by the Board of Directors.

III. Execution Unit

For the acquisition or disposal of intangible assets, right-of-use assets, or membership cards of the Company, upon approval in accordance with the foregoing authorization limits, the user department, together with the finance or administrative department, shall be responsible for execution.

IV. Expert Appraisal Reports for Intangible Assets, Right-of-Use Assets, or Membership Cards

i. For the acquisition or disposal of intangible assets, right-of-use assets, or membership cards of the Company, where the transaction amount reaches 20% of the Company's paid-in capital or TWD 300 million or more, except for transactions with domestic government agencies, a certified public accountant shall be engaged prior to the date of occurrence to provide an opinion on the reasonableness of the transaction price. The calculation of the transaction amount shall be conducted in accordance with Article 14, and "within one year" shall be calculated retroactively from the date of occurrence of the current transaction; amounts for which appraisal reports or CPA opinions have already been obtained in accordance with these Procedures shall be excluded.

Article 11: Procedures for Acquisition or Disposal of Claims of Financial Institutions

As a general principle, the Company does not engage in transactions involving the acquisition or disposal of claims of financial institutions. Should such transactions be undertaken in the future, they shall be subject to approval by the Audit Committee and the Board of Directors prior to establishing the relevant evaluation and operation procedures.

Article 12: Procedures for Acquisition or Disposal of Derivatives

I. Trading Principles and Policies

i. Types of Transactions

The derivative financial instruments the Company engages in refer to contracts whose value is derived from underlying variables such as assets, interest rates, exchange rates, indices, or other interests (such as forward contracts, options, futures, swaps, and structured combinations thereof).
Margin trading of bonds shall be handled in accordance with these Procedures. Transactions involving bonds with repurchase agreements are not subject to these Procedures.

ii. Operating (Hedging) Strategy

The Company shall engage in derivative transactions primarily for hedging

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purposes. Instruments selected shall focus on mitigating risks arising from the Company's operations. Currency positions shall correspond to actual foreign currency requirements arising from import/export activities, and internal positions (only referring to foreign currency income and expenses) shall be offset to reduce overall foreign exchange risk and operating costs. Transactions for other specific purposes shall be subject to prudent evaluation and require approval by the Audit Committee and the Board of Directors.

iii. Division of Responsibilities

Finance Department

(1) Trading personnel

A. Responsible for formulating overall financial instrument trading strategies.
B. Shall calculate positions on a biweekly basis, collect market information, conduct trend analysis and risk assessment, and formulate trading strategies subject to approval under delegated authority.
C. Execute transactions in accordance with approved strategies and authorization limits.
D. In the event of significant market changes or where existing strategies are deemed unsuitable, shall promptly submit evaluation reports and propose revised strategies subject to approval by the Chairperson.

(2) Accounting personnel

A. Confirm transactions.
B. Review whether transactions comply with authorized limits and established strategies.
C. Conduct monthly valuations and submit valuation reports to the Chairperson.
D. Handle accounting entries.
E. Perform reporting and disclosure in accordance with regulations prescribed by the Securities and Futures Bureau of the Financial Supervisory Commission.

(3) Settlement personnel: responsible for settlement operations.
(4) Authorization Limits for Derivative Transactions

A. Authorization limits for hedging transactions:

Authorizing Personnel	Daily Trading Limit	Net Cumulative Position Limit
Head of Finance & Accounting	Less than USD 0.5 million	USD 1.5 million (included)
General Manager	USD 0.5 – 1 million (included)	Less than USD 3.0 million (included)
Chairperson	More than USD 1 million	Less than USD 5 million (included)

B. Transactions for other specific purposes shall be subject to approval by the Audit Committee and the Board of Directors.

Audit Department

Responsible for evaluating the adequacy of internal controls over derivative transactions, auditing compliance with procedures, analyzing transaction cycles, preparing audit reports, and reporting material deficiencies to the Audit Committee and the Board of Directors.

Performance Evaluation

(1) Hedging transactions

A. Performance shall be evaluated based on gains or losses generated from derivative transactions relative to the Company's book exchange

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rates.

B. Monthly mark-to-market valuation shall be adopted to fully reflect risk exposure.

C. The finance department shall provide foreign exchange position valuations, market trends, and analyses to the Chairperson for management reference.

(2) Transactions for specific purposes

Performance shall be evaluated based on actual realized gains or losses, and accounting personnel shall periodically prepare position reports for management review.

Contract Amount Limits and Loss Limits

(1) Hedging transactions: Net cumulative position limit is set as USD 5 million. Aggregate loss limit is set as USD 1 million, and per-contract loss limit is set as USD 100 thousand.

(2) Transactions for specific purposes: Net cumulative position limit: USD 2 million. Aggregate loss limit is set as USD 500 thousand, and per-contract loss limit is set as USD 100 thousand.

II. Risk Management Measures

i. Credit Risk Management:

Due to the susceptibility of markets to fluctuations arising from various factors, which may give rise to operational risks in derivative financial instruments, market risk management shall be conducted in accordance with the following principles:

Transaction counterparties: Mainly with reputable domestic and international financial institutions.
Transaction products: limited to those offered by reputable domestic and international financial institutions.
Transaction limit: The outstanding exposure to any single counterparty shall not exceed 10% of the total authorized limit, unless otherwise approved by the Chairperson.

ii. Market Risk Management:

Transactions shall primarily be conducted in the public foreign exchange markets provided by banks; futures markets shall not be considered at this stage.

iii. Liquidity Risk Management:

To ensure the liquidity of the market, the financial products selected shall be highly liquid (that is, capable of being offset in the market at any time), while the commissioned financial institutions must possess sufficient information and the ability to execute transactions in any market at any time.

iv. Cash Flow Risk Management

Derivative transactions shall be funded by the Company's own funds, and transaction amounts shall take into account projected cash flow requirements for the next three months to ensure stable operational liquidity.

v. Operational Risk Management

Strict compliance with authorization limits, operating procedures, and internal audit controls shall be ensured to avoid operational risk.
Personnel responsible for trading, confirmation, and settlement shall not serve concurrently in multiple roles.
Personnel responsible for risk measurement, monitoring, and control shall be independent from trading personnel, and shall report to the Board of Directors or senior management not responsible for trading decisions.
Positions of Derivative Transaction shall be evaluated at least weekly; for hedging transactions conducted for operational needs, evaluations shall be
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performed at least twice monthly, with reports submitted to senior management authorized by the Board of Directors.

vi. Product Risk Management
Internal trading personnel shall possess complete and accurate professional knowledge of financial products, and banks shall be required to fully disclose risks to avoid misuse.

vii. Legal Risk Management:
All documents with financial institutions shall be reviewed by foreign exchange, legal, or external legal advisors prior to signature to mitigate legal risks.

III. Internal Audit System
i. Internal auditors shall periodically assess the adequacy of internal controls over derivative transactions and conduct monthly audits of compliance with these procedures for conducting derivative transactions and analyze the transaction cycle. Audit reports shall be prepared, and any material violations shall be reported in writing to the Audit Committee.
ii. Internal auditors shall submit the annual internal audit report to the Financial Supervisory Commission by the end of February of the following year, and report the status of corrective actions for any deficiencies by the end of May of the following year.

IV. Periodic Evaluation Methods
i. The Board of Directors shall authorize senior management to regularly supervise and evaluate whether derivative transactions are conducted in accordance with these Procedures and whether the risks assumed are within acceptable limits. Any abnormal conditions identified in mark-to-market reports shall be promptly reported to the Board with appropriate remedial actions.
ii. Positions shall be evaluated at least weekly; for hedging transactions conducted for operational needs, evaluations shall be performed at least twice monthly, with reports submitted to the senior management authorized by the Board of Directors.

V. Board of Directors' Supervisory Principles When Handling Derivative Transactions
i. The Board of Directors shall designate senior management to continuously monitor and control risks associated with derivative transactions, including:
1. Regular evaluation of the appropriateness of risk management measures and compliance with the procedures for conducting derivative transactions.
2. Monitoring of transaction performance and taking necessary actions in case of abnormalities, with prompt reporting to the Board of Directors.
ii. Regular evaluation of whether transaction performance aligns with established strategies and whether risks are within acceptable limits.
iii. Where the Company engages in derivative transactions and authorizes relevant personnel to handle such transactions in accordance with the procedures of conducting derivative transactions established by the Company, such transactions shall be subsequently submitted to the most recent Audit Committee meeting and Board of Directors meeting.
iv. The Company engaging in derivatives transactions shall establish a log book in which details of the types and amounts of derivatives trading engaged in, board of directors approval dates, and the matters required to be carefully evaluated under Subparagraph ii, Paragraph IV, Subparagraph i and ii of Paragraph V of this article, and shall be recorded in detail in the log book.

Article 13: Procedures for Mergers, Demergers, Acquisitions, or Transfers of Shares

I. Evaluation and Operation Procedures

i. When the Company conducts a merger, demerger, acquisition, or transfer of shares, it shall engage attorneys, certified public accountants, and underwriters to jointly review the statutory procedures and projected timetable, and shall organize a project team to execute the same in accordance with such statutory procedures. Also, prior to convening the Audit Committee for resolution, the Company shall engage a certified public accountant, attorney, or securities underwriter to issue an opinion on the reasonableness of the share exchange ratio, acquisition price, or the cash or other property to be distributed to shareholders, and submit such opinion to the Audit Committee and the Board of Directors for deliberation and approval. However, in the case of a merger between the Company and a subsidiary in which it directly or indirectly holds 100% of the issued shares or total capital, or between such subsidiaries, the requirement to obtain the aforementioned expert opinion may be exempted.

ii. The Company shall prepare a public document for shareholders setting forth the material terms and conditions and relevant matters of the merger, demerger, or acquisition prior to the Shareholders’ Meeting, and deliver the same together with the expert opinion referred to in Subparagraph i, Paragraph I of this article and the notice of the Shareholders’ Meeting to shareholders as a reference for them to determine whether to approve such proposal. However, where other laws provide that a Shareholders’ Meeting is not required for approval on a merger, demerger, or acquisition, such a requirement shall not apply. In addition, if any participating company in a merger, demerger, or acquisition is unable to convene a Shareholders’ Meeting or adopt a resolution due to insufficient attendance or voting rights, or if the proposal is rejected, such company shall immediately publicly disclose the reasons, subsequent handling procedures, and the expected date of the next Shareholders’ Meeting.

II. Other Matters to be Noted

i. Board of Directors’ Meeting Date: Unless otherwise provided by law or approved in advance by the Financial Supervisory Commission due to special circumstances, companies participating in a merger, demerger, or acquisition shall convene their Board of Directors meetings and Shareholders’ Meetings on the same day to resolve relevant matters. Unless otherwise provided by law or approved in advance by the Financial Supervisory Commission due to special circumstances, companies participating in a transfer of shares shall convene their Board of Directors meetings on the same day.

ii. When the Company conducts a merger, demerger, acquisition, or transfer of shares, it shall prepare complete written records of the following information and retain them for five years for inspection:

Basic information of personnel: including the titles, names, and identification numbers (or passport numbers for foreigners) of all persons involved in the planning or implementation of the merger, demerger, acquisition, or transfer of shares prior to public disclosure.
Dates of material events: including the signature of letters of intent or memorandum, engagement of financial or legal advisors, signature of contracts, and Board of Directors’ meeting dates.
Material documents and minutes: including plans for merger, demerger, acquisition, or transfer of shares, letters of intent or memorandum, material contracts, and minutes of Board of Directors’ meetings.

iii. Within two days from the date of the Board of Directors’ resolution, the Company shall file the information specified in Items 1 and 2 of the preceding subparagraph ii with the competent authority via the designated

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internet information system.

iv. Where a participating party is not a listed company or a company whose shares are traded at a securities firm’s business premises, the Company shall enter into an agreement with such party and comply with the provisions of Subparagraphs ii and iii.

v. Confidentiality Undertaking: All persons participating in or having knowledge of the merger, demerger, acquisition, or transfer of shares shall execute a written confidentiality undertaking and shall not disclose the contents of the plan prior to public disclosure, nor trade, directly or indirectly, in the shares or other equity-type securities of all companies involved.

vi. Principles Governing Determination and Adjustment of Share Exchange Ratio or Acquisition Price:

The participating companies shall, prior to their respective Board meetings, engage a certified public accountant, attorney, or securities underwriter to provide an opinion on the reasonableness of the share exchange ratio, acquisition price, or consideration, and submit such opinion to the Shareholders’ Meeting. The share exchange ratio or acquisition price shall not be arbitrarily altered unless conditions for adjustment are stipulated in the contract and such information has been publicly disclosed. Circumstances permitting adjustment in the share exchange ratio or acquisition price include:

Cash capital increase, issuance of convertible corporate bonds, stock dividends, issuance of corporate bonds with warrants, preferred shares with warrants, warrants, or other equity-type securities.
Disposal of material assets or other actions affecting the Company’s financial or business conditions.
Major disasters or significant technological changes affecting shareholders’ equity or securities prices.
Adjustments resulting from treasury stock repurchases of any company participating in the merger, demerger, acquisition, or transfer of shares.
Changes in the subject or number of participating entities participating in the merger, demerger, acquisition, or transfer of shares.
Other conditions stipulated in the contract and publicly disclosed.

vii. Matters to be Included in the Contract: In addition to the requirements for companies participating in the merger, demerger, acquisition, or transfer of shares, under the Company Act and the Business Mergers and Acquisitions Act, the contract shall include the following.

Handling of breach of contract.
Principles for handling previously issued equity-type securities or treasury shares of the dissolved or split company.
Quantity and handling principles for treasury shares repurchased after the base date for calculating the share exchange ratio.
Handling of changes in participating subject or number of entities.
Expected execution schedule and completion date.
Procedures if the plan is not completed on schedule, including the date for convening a Shareholders’ Meeting.

viii. Changes in the number of companies participating in the merger, demerger, acquisition, or transfer of shares:

Where there is any change in the number of companies participating in a merger, demerger, acquisition, or transfer of shares, and after public disclosure of such information any participating company intends to engage in another merger, demerger, acquisition, or transfer of shares with another company, all procedures or legal acts that have already been completed in the original merger, demerger, acquisition, or transfer of shares shall be repeated

by all participating companies.

However, where the number of participating companies is reduced, and the Shareholders' Meeting has adopted a resolution authorizing the Board of Directors to make such changes, the participating companies may be exempted from reconvening a Shareholders' Meeting for a new resolution.

ix. Where any company participating in a merger, demerger, acquisition, or transfer of shares is not a public company, the Company shall enter into an agreement with such company and shall comply with the provisions set forth in Subparagraph i, Paragraph II regarding the convening date of the Board of Directors meeting, Subparagraphs ii, iii, iv, v regarding prior confidentiality undertakings, and Subparagraph viii regarding changes in the number of participating companies under this Article.

Article 14: Information Disclosure Procedures

I. Items Subject to Public Announcement and Reporting

i. Acquisition or disposal of real property or right-of-use assets thereof from or to a related party, or acquisition or disposal of assets other than real property or right-of-use assets thereof with a related party, where the transaction amount reaches 20% of the Company's paid-in capital, 10% of total assets, or TWD 300 million or more. However, this shall not apply to trading of domestic government bonds, bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises.

ii. Execution of mergers, demergers, acquisitions, or transfer of shares.

iii. Losses from derivatives trading reaching the limits on total or individual contract losses as set forth in the applicable procedures.

iv. Acquisition or disposal of equipment or right-of-use assets thereof for business use, where the counterparty is not a related party and the transaction amount meets any of the following thresholds:

Where the Company's paid-in capital is less than TWD 10 billion, the transaction amount reaches TWD 500 million or more.
Where the Company's paid-in capital is TWD 10 billion or more, the transaction amount reaches TWD 1 billion or more.

v. For a company engaged in construction business, acquisition or disposal of real property or right-of-use assets thereof for construction use, where the counterparty is not a related party and the transaction amount reaches TWD 500 million or more; provided that where the paid-in capital reaches TWD 10 billion or more, and disposal of completed construction projects developed by the Company to a non-related party with a transaction amount reaching TWD 1 billion or more.

vi. Acquisition of real property through commissioned construction on self-owned land, commissioned construction on leased land, joint construction with allocation of units, joint construction with profit sharing, or joint construction with joint sales, where the counterparty is not a related party, and the projected transaction amount reaches TWD 500 million or more.

vii. Transactions of assets other than those described in the preceding six subparagraphs, disposal of claims by financial institutions, or investments in Mainland China, where the transaction amount reaches 20% of the Company's paid-in capital or TWD 300 million or more. However, it shall not apply in the following cases:

Trading of domestic government bonds or foreign government bonds with a credit rating not lower than that of Taiwan's sovereign rating.
Securities trading conducted by professional investors on stock exchanges or at securities firms' business premises, subscription in the primary
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market of corporate bonds issued by foreign companies, or general financial bonds not involving equity (excluding subordinated debt), or subscription/redemption of securities investment trust funds, futures trust funds, or exchange-traded notes, or securities subscribed by securities firms as required for underwriting business or as recommending securities firms for Emerging Stock companies in accordance with the Taipei Exchange regulations.

Trading of bonds under repurchase/resale agreements, or subscription/redemption of money market funds issued by domestic securities investment trust enterprises.

viii. The calculation of transaction amounts under Subparagraphs i to vii shall be as follows. The term "within one year" refers to the one-year period retroactively calculated from the date of occurrence of the current transaction; items already publicly announced in accordance with regulations need not be counted again:

The amount of each individual transaction.
The cumulative amount of transactions of the same nature with the same counterparty within one year.
The cumulative amount of acquisition or disposal (calculated separately) of real property or right-of-use assets thereof under the same development project within one year.
The cumulative amount of acquisition or disposal (calculated separately) of the same securities within one year.

II. Timeline for Public Announcement and Reporting

Where the Company acquires or disposes of assets meeting the criteria under Paragraph I of this Article, it shall make a public announcement and filing within two days from the date of occurrence of the event.

III. Procedures for Public Announcement and Reporting

i. The Company shall make public announcements and filings of relevant information on the website designated by the Financial Supervisory Commission.
ii. The Company shall report the status of derivatives trading conducted by the Company and its subsidiaries that are not domestic public companies as of the end of the preceding month by the 10th day of each month in the prescribed format via the designated information reporting website.
iii. Where any error or omission occurs in the items required to be publicly announced and reported, the Company shall refile all items within two days from the date it becomes aware of such error or omission.
iv. The Company shall retain at its premises all relevant contracts, meeting minutes, log books, appraisal reports, and opinions issued by certified public accountants, attorneys, or securities underwriters for at least five years, unless otherwise provided by law. After a transaction has been publicly announced and reported pursuant to the preceding Article, if any of the following occurs, the Company shall refile the relevant information within two days from the date of occurrence:

Any amendment, termination, or rescission of the original transaction contract.
Failure to complete mergers, demergers, acquisitions, or share transfers according to the scheduled timeline set forth in the contract.
Any change to the originally announced and reported information.

Article 15: The Company's subsidiaries shall comply with the following:

I. Subsidiaries shall also establish and implement their own "Procedures for Acquisition or Disposal of Assets" in accordance with the "Regulations Governing

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the Acquisition and Disposal of Assets by Public Companies,” subject to approval by their respective boards of directors; the same shall apply to any amendments thereto.

II. When subsidiaries acquire or dispose of assets, they shall also comply with the Company’s relevant regulations.

III. For subsidiaries that are not public companies, where their acquisition or disposal of assets meets the criteria for public announcement and reporting under Chapter 3 of the aforementioned Regulations Governing the Acquisition and Disposal of Assets by Public Companies, the Company shall handle such announcement and reporting on their behalf.

IV. The thresholds relating to paid-in capital or total assets for subsidiaries shall be based on those of the Company.

Article 16: Penalties

Any employee of the Company handling the acquisition or disposal of assets who violates these Procedures shall be subject to evaluation and disciplinary actions in accordance with the Company’s personnel management rules and employee handbook, depending on the severity of the violation.

Article 17: Implementation and Amendments

The Company’s “Procedures for Acquisition or Disposal of Assets” shall be approved by more than one-half of all members of the Audit Committee, resolved by the Board of Directors, and submitted to the Shareholders’ Meeting for approval; the same shall apply to any amendments thereto. If approval by more than one-half of all Audit Committee members is not obtained, the Procedures may be adopted with the approval of more than two-thirds of all directors, and the resolution of the Audit Committee shall be recorded in the minutes of the Board of Directors’ meeting. The terms “all Audit Committee members” and “all directors” shall be calculated based on the number of incumbents actually in office.

Article 18: Supplementary Provisions

Any matters not addressed herein shall be handled in accordance with applicable laws and regulations.

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Appendix 5

Biostar Microtech Int'l Corp. Rules of Procedures for Shareholders' Meeting

Approved at the shareholder's special meeting on 24 December 1997
Amendment approved at the shareholders' regular meeting on 26 June 2002
Amendment approved at the shareholders' regular meeting on 29 July 2021

Article 1
Unless otherwise provided by the Company Act or the Articles of Incorporation of the Company, the proceeding of the Shareholders' Meeting of the Company (the "Meeting") shall be conducted following these Rules.

Article 2
Shareholders attending the Meeting shall carry the attendance certification and submit the attendance card for the purpose of signing in. The number of shares represented by shareholders attending the Meeting shall be calculated in accordance with the attendance cards submitted by the shareholders. Attendance at the Meeting shall be calculated based on the number of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and submitted sign-in cards, plus the number of shares of which voting rights are exercised by correspondence or electronically.

Article 3
Attendance and voting at the Meeting shall be calculated based on the number of shares.

Article 4
The Meeting shall be held at the location of the Company or otherwise at a place convenient for the shareholders to attend and suitable for holding the Meeting, which shall start at a time not earlier than 9:00 A.M. and not later than 3:00 P.M.

Article 5
The Chairman of the Board of Directors shall be the Chairman presiding at the Meeting in the case that the Meeting is convened by the Board of Directors. If, for any reason, the Chairman of the Board of Directors cannot preside at the Meeting, the Chairman shall appoint one of the Directors to act in his/her place, if the Chairman of the Board of Directors does not appoint one, the Directors should elect one person as the Chairman from amongst themselves. If the Meeting is convened by any other person entitled to convene the Meeting but is not a Director, such person shall be the Chairman to preside at the Meeting. If more than one person entitled to convene the Meeting is present, they should elect one as the Chairman from amongst themselves.

Article 6
The Company may appoint designated counsel, CPA, or other related persons to attend the Meeting. Persons handling affairs of the Meeting shall be wearing identification cards or armbands.

Article 7
The Corporation shall make an uninterrupted audio and video recording of the proceeding of the Meeting, which shall be retained for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.

Article 8
The Chairman shall call the Meeting to order at the time scheduled for the Meeting. If the number of shares represented by the shareholders present at the Meeting has not yet reached more than one-half of the outstanding shares at the scheduled time for the Meeting, the Chairman may postpone the time for the Meeting. The postponements shall be limited to two times at the most and the Meeting shall not be postponed for longer than one hour in the aggregate. If after two postponements no quorum can yet be constituted, but the shareholders present at the Meeting represent more than one-third of the total outstanding shares, tentative resolutions may be made in accordance with Section 1 of Article 175 of the Company Act. If, during the process of the Meeting, the number of outstanding shares represented by

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the shareholders present becomes more than one-half of the outstanding shares, the Chairman may submit the tentative resolutions to the Meeting for approval in accordance with Article 174 of the Company Act.

Article 9
If the Meeting is convened by the Board of Directors, the Meeting’s agenda shall be determined by the Board of Directors, and the Meeting shall proceed in the determined order of the agenda, which may not be changed unless by resolution of the Meeting. The provisions of the preceding paragraphs shall apply mutatis mutandis when a Meeting is convened by any person, other than the Board of Directors, who is entitled to convene such a meeting. The Chairman may not declare the Meeting adjourned prior to completion of deliberation on the Meeting’s agenda of the preceding paragraphs (including extraordinary motions), except by a resolution of the Meeting. After the Meeting had been declared adjourned, shareholders shall not elect another Chairman to continue the Meeting at the same location or any other location.

Article 10
When a shareholder present at the Meeting wishes to speak, a speech note should first be filled out with the summary of the speech, the shareholder’s number (or the number of his/her Attendance Card), and the name of the shareholder. The sequence of speech by shareholders should be decided by the Chairman. If any shareholder present at the Meeting submits a speech note but does not speak, no speech should be deemed to have been made by such shareholder. In cases where the contents of the speech of a shareholder are inconsistent with the contents of the speech note, the contents of the actual speech shall prevail. Unless otherwise permitted by the Chairman and the shareholder in speaking, no shareholder shall interrupt the speeches of the other shareholders, and the Chairman shall stop such interruption attempts.

Article 11
Except with the consent of the Chairman, a shareholder may not speak more than twice on the same agenda item, 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 Chairman may stop the speech.

Article 12
When a juristic person is appointed to attend as a proxy, it may designate only one person to represent it in the Meeting. When a juristic person shareholder appoints two or more representatives to attend the Meeting, only one of the agenda item representatives may speak on the same agenda item.

Article 13
After an attending shareholder has spoken, the Chairman may respond in person or direct relevant personnel to respond.

Article 14
When the Chairman believes that a proposal has been sufficiently discussed to be put to a vote, the Chairman may announce the discussion closed and call for a vote.

Article 15
The vote monitoring and counting personnel for the voting on a proposal shall be appointed by the Chairman, provided that all monitoring personnel shall be shareholders of the Company. The results shall be announced on-site at the meeting, and a record shall be made.

Article 16
When the Meeting is in progress, the Chairman may announce a break based on time considerations.

Article 17
Except as otherwise provided in the Company Act and 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, the votes shall be cast by the shareholders. After the conclusion of the Meeting, on the same day it is held, the results for each proposal, based on the number of votes for agreement or disagreement and the number of abstentions, shall be entered into the MOPS.

Article 18
hen there is an amendment or an alternative to a proposal, the Chairman 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 anyone among them is passed, the other proposals will then be deemed rejected, and no further voting

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shall be required.

Article 19
The Chairman may direct the proctors or security personnel to help maintain order at the Meeting’s venue. When proctors or security personnel help maintain order at the Meeting’s venue, they shall wear an identification card or armband bearing the word "Proctor."

Article 20
(deleted)

Article 21
These Rules, and any amendment hereto, shall take force after approval at a Meeting.

Appendix 6

Biostar Microtech Int'l Corp. Shareholding Status of All Directors

Record Date: April 19, 2026

Title	Name	Date of appointment	Terms	Number of shares owned when appointed		The number of shares owned recorded in the shareholders' register as of the book closure date
				Shares	Percentage	Shares	Percentage
Chairman	Ming-Yi Wang	June 18, 2024	3 Years	6,997,958	3.93%	6,997,958	3.93%
Director	Ming-Cheng Wang	June 18, 2024	3 Years	6,409,433	3.60%	6,409,433	3.60%
Director	Wen-Shone Shiau	June 18, 2024	3 Years	—	—	—	—
Director	Tsung-Hui Tsai	June 18, 2024	3 Years	5,464	—	5,464	—
Independent Director	Wen-Hsiung Chan	June 18, 2024	3 Years	—	—	—	—
Independent Director	Pao-Chin Chuang	June 18, 2024	3 Years	—	—	—	—
Independent Director	Chiao-Yu Chou	June 18, 2024	3 Years	—	—	—	—

Note: 1. Paid in Capital of the company is NT$ 1,781,000,000 and the total issued shares is 178,100,000 shares as of the book closure date for the regular shareholders' meeting.
2. The minimum number of shares required to be held by the entire body of Directors in accordance with Article 26 of the Securities and Exchange Act: 10,686,000 shares.

Appendix 7

Description of the proposal screening results for the 2026 regular shareholders' meeting

According to Article 172-1 of the Company Act, Shareholder/shareholders holding one percent (1%) or more of the total number of outstanding shares of the Company may propose to the Company a proposal for discussion at a regular shareholders' meeting, provided that only one matter shall be allowed in one matter. The number of words of a proposal to be submitted by a shareholder shall be limited to not more than three hundred words. Any proposal not following the rules mentioned above shall not be included in the agenda of the shareholders' meeting.
The Company provided the public notice announcing the MOPS in accordance with the law. The period for accepting the Proposal is between April 10, 2026 and April 20, 2026 (those sent via registered mail shall be considered when the time of delivery).
The Company has not received any proposal from the shareholders.
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AI assistant

BIOSTAR — AGM Information 2026

52055_rns_2026-05-12_b71f1869-9560-4497-b2f0-26ccd266ba11.pdf

Table of Content

Appendix

Report Items

1. 2025 Business Report

1. Business Result of 2025

2. Summary of 2026 Business Plan

(1) Business Policy

(2) Sales Volume Forecast and the basis thereof: The Company is not required to disclose its financial forecast.

(3) Important Production and Sales Policies

Computer Motherboard

Industrial PC

VGA

Ratifications Items

Discussion Items

Appendix 1

INDEPENDENT AUDITORS' REPORT

Opinion

Basis for Opinion

Key Audit Matters

Estimation Uncertainty on Write-down of Inventories

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

Notice to Readers

STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

INDEPENDENT AUDITORS' REPORT

Opinion

Basis for Opinion

Key Audit Matters

Estimation Uncertainty on Write-down of Inventories

Other Matter

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

Notice to Readers

Chapter I General Provision

Chapter II Shares

Article 8

Article 9

Article 10

Chapter III Shareholders’ Meeting

Article 12

Article 13

Article 14

Article 15

Chapter IV Directors and the Audit Committee

Article 16

Chapter V Managerial Officers

Chapter VI Accounting

Chapter VII Supplementary Provisions

III. Execution Unit

IV. Obtaining Expert Opinions

Article 9: Procedures for Acquisition or Disposal of Assets from or to Related Parties

II. Evaluation and Operation Procedures

Article 14: Information Disclosure Procedures

Article 16: Penalties

Article 17: Implementation and Amendments

Article 18: Supplementary Provisions

Biostar Microtech Int'l Corp. Rules of Procedures for Shareholders' Meeting

Biostar Microtech Int'l Corp. Shareholding Status of All Directors

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