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BRIM AGM Information 2026

May 12, 2026

52650_rns_2026-05-12_5208771c-ae3c-48c0-8465-95027034eec7.pdf

AGM Information

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Stock Code: 6885

BRIM BIOTECHNOLOGY, INC.

2026 General Shareholders' Meeting Meeting Handbook

Meeting Format: Physical Shareholders' Meeting

Date and Time: 10:00 a.m., June 12, 2026

Venue: No. 335, Ruiguang Road, Neihu District, Taipei City

(t.Hub Startup Incubation Center, Meeting Room 102)


Table of Contents

Page Number

One. Meeting Procedures ... 01
Two. Meeting Agenda ... 02
Three. Reports ... 04
Four. Ratification Items ... 05
Five. Matters for Discussion ... 06
Six. Election Matters ... 09
Seven. Other Proposals ... 10
Eight. Extemporaneous Motions ... 10
Nine. Adjournment ... 10

Attachments

I. 2025 Annual Business Report ... 11
II. Audit Committee’s Review Report for 2025 ... 17
III. Report on the Implementation of the Sound Business Operation Plan ... 18
IV. Auditor’s Report and 2025 Financial Statements (Individual and Consolidated) ... 22
V. 2025 Deficit Compensation Statement ... 44
VI. Comparison Table of Proposed Amendments to the Articles of Incorporation ... 45
VII. Comparison Table of Amendments to the Regulations Governing the Acquisition and Disposal of Assets ... 46
VIII. Comparison Table of Amendments to the Rules of Procedure for Shareholders’ Meetings ... 49
IX. List of Director and Independent Director Candidates ... 53
X. Details of the Release of Non-Compete Restrictions for New Directors ... 58

Appendix


I. Articles of Incorporation (Pre-Amendment Version) ...60
II. Rules of Procedure for Shareholders’ Meetings (Pre-Amendment Version) ...67
III. Rules of Procedure for Board Meetings ...82
IV. Summary of Individual and Aggregate Shareholding of Directors ...93


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One. Meeting Procedures

BRIM BIOTECHNOLOGY, INC.

2026 Shareholders’ Meeting Procedures

I. Call to Order
II. Chairperson's Address
III. Reports
IV. Ratification Items
V. Matters for Discussion
VI. Election Matters
VII. Other motions
VIII. Extemporaneous motions.
IX. Adjournment


Two. Meeting agenda

BRIM BIOTECHNOLOGY, INC.

2026 Shareholders’ Meeting Agenda

Meeting Format: Physical Shareholders’ Meeting

Date and Time: 10:00 a.m., Friday, June 12, 2026

Venue: No. 335, Ruiguang Road, Neihu District, Taipei City

(t.Hub Startup Incubation Center, Meeting Room 102)

Agenda:

I. Call to Order (Report on Shares Represented)

II. Chairperson's Address

III. Reports:

(I) 2025 Annual Business Report

(II) Audit Committee's Review Report for 2025.

(III) Report on the Implementation of the Sound Business

Operation Plan.

(IV) Report on Accumulated Losses Reaching Half of Paid-

in Capital in 2025.

IV. Ratification Items:

(I) 2025 Annual Business Report and Individual and

Consolidated Financial Statements

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(II) 2025 Deficit Compensation Proposal.

V. Matters for Discussion :

(I) Proposal to Amend the Articles of Incorporation.
(II) Amendments to the Regulations Governing the Acquisition and Disposal of Assets.
(III) Amendment to the "Rules of Procedure for Shareholders' Meetings"
(IV) Proposed Issuance of Common Shares for Global Depositary Receipt, submitted for discussion.

VI. Election Matters

(I) A proposal for the full re-election of 9 directors of the Company (including 3 independent directors).

VII. Other motions

(I) Proposal to release the non-compete restrictions for new directors (including independent directors) and the entities they represent.

VIII. Extemporaneous motions.

IX. Adjournment


Three. Reports

Proposal 1

Proposal: 2025 Annual Business Report for review.

Explanation: Please refer to Appendix I of the Meeting Handbook (pages 11-16) for details of the 2025 Annual Business Report.

Proposal 2

Proposal: Audit Committee's Report for 2025 for review.

Explanation: Please refer to Appendix 2 of the Meeting Handbook (page 17) for the 2025 report.

Proposal 3

Proposal: Report on the implementation of the Sound Business Operation Plan for review.

Explanation: I. According to FSC Letter Jin-Guan-Zheng-Fa-Zi No. 1140352133 dated August 4, 2025, and Letter Jin-Guan-Zheng-Fa-Zi No. 1140340785 dated April 28, 2025, the Sound Business Operation Plan must be submitted to the Board of Directors for monitoring on a quarterly basis.

II. The implementation report of the company's 2025 Sound Business Operation Plan is available in Attachment 3 (pages 18-21) of the meeting handbook.

Proposal 4

Proposal: Report on accumulated losses reaching half of the paid-in capital in 2025 for review.

Explanation: As of December 31, 2025, the company's accumulated losses amounted to NT$1,021,137 thousand, which has reached half of the paid-in capital of NT$1,332,140 thousand. This report is submitted to the Annual Shareholders' Meeting in accordance with Article 211 of the Company Act.

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Four. Matters for Recognition

Proposal 1
(Proposed by the Board of Directors)

Proposal: Annual Report and Individual and Consolidated Financial Statements for 2025, submitted for recognition.

Explanation:
I. The Company's 2025 individual and consolidated financial statements have been audited by CPAs Yen Yu-Fang and Huang Pei-Chuan of PricewaterhouseCoopers, who have issued an unqualified audit report. The financial statements and annual report have been approved by the Company's Audit Committee and the Board of Directors.
II. Please refer to Attachment 1 (pages 11-16) and Attachment 4 (pages 22-43) of the meeting handbook for the Annual Report, CPA Audit Report, and Financial Statements.
III. The above proposals are hereby submitted for recognition.

Resolution:

Proposal 2
(Proposed by the Board of Directors)

Proposal: Proposal for covering the 2025 deficit, submitted for recognition.

Explanation:
I. Please refer to Attachment 5 (page 44) of the meeting handbook for the Company's 2025 Deficit Compensation Statement.
II. Considering the Company's future financial planning and operational requirements, it is proposed to appropriate NT$400,000 thousand from the capital surplus to partially cover the deficit.
III. As the Company is still in the new drug development stage, it remains in a deficit position with no accumulated earnings available for distribution.
IV. This proposal has been approved by the Audit Committee and resolved by the Board of Directors, and is hereby submitted to the 2026 Annual Shareholders' Meeting for recognition in accordance with relevant regulations.
V. The above proposals are hereby submitted for recognition.

Resolution:


Five. Discussion Items

Proposal 1
(Proposed by the Board of Directors)

Proposal: Amendment to the "Articles of Incorporation", submitted for discussion.

Explanation:
I. In compliance with the amendments to the requirements prescribed by the competent authority and to accommodate practical operational needs, the Company proposes to amend certain provisions of the Company's "Articles of Incorporation". For a comparison table of the Articles before and after amendment, please refer to Attachment 6 (page 45) of the meeting handbook.
II. This proposal has been approved by the Board of Directors and is hereby submitted to the shareholders' meeting for deliberation.
III. The above proposals are hereby submitted for discussion.

Resolution:

Proposal 2
(Proposed by the Board of Directors)

Proposal: Amendments to the "Regulations Governing the Acquisition and Disposal of Assets", submitted for discussion.

Explanation:
I. In compliance with the amendments to the actual needs and legal requirements, the Company proposes to amend certain provisions of the Company's "Regulations Governing the Acquisition and Disposal of Assets". For a comparison table of the Regulations before and after amendment, please refer to Attachment 7 (pages 46-48) of the meeting handbook.
II. This proposal has been approved by the Board of Directors and is hereby submitted to the shareholders' meeting for deliberation.
III. The above proposals are hereby submitted for discussion.

Resolution:

Proposal 3
(Proposed by the Board of Directors)

Proposal: Amendment to the "Rules of Procedure for Shareholders' Meetings", submitted for discussion.

Explanation:
I. To align with practical needs and revisions to laws and regulations, the Company proposes amendments to certain articles of its "Rules of Procedure for Shareholders' Meetings". Please refer to Attachment 8 (Pages 49-52) of the meeting handbook for a comparison of the articles before and after the amendment.

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II. This proposal has been approved by the Board of Directors and is hereby submitted to the shareholders' meeting for deliberation.

III. The above proposals are hereby submitted for discussion.

Resolution:

Proposal 4

(Proposed by the Board of Directors)

Proposal: Proposed Issuance of Common Shares for Global Depositary Receipt (GDR), submitted for discussion.

Explanation: I. To address new drug research and development expenses, replenish working capital, support long-term strategic alliances, meet other funding needs for the Company's future development and to strengthen its competitiveness and diversifying financing channels, management proposes to request shareholder approval authorizing the Board of Directors to, when conditions are favorable and depending on prevailing financial market conditions, issue up to 40,000,000 shares of common stock in one or multiple tranches. The principal terms are described below.

II. Methods of Fundraising and Governing Principles:

Except for reserving 10% to 15% of the total number of new shares to be issued for employees of the Company and companies controlled or subordinate to the Company who meet certain criteria, the remaining 85% to 90% was publicly offered overseas in the form of GDR by waiving the preemptive rights of the original shareholders as resolved at the shareholders' meeting in accordance with Article 28-1 of the Securities and Exchange Act. If employees do not subscribe to their full allocation, the Chairman is authorized to negotiate with designated parties for subscription at the offering price, or to include the existing securities in a potential GDR offering, as market conditions require.

III. The issuance price for GDR, in accordance with the regulations governing the solicitation and offering of securities by companies assisted by underwriting securities firms, must not be lower than 90% of the closing price of the company's common stock on the Taiwan Stock Exchange at the pricing date, or the simple arithmetic mean of the closing prices of the common stock on one, three, or five business days prior to the pricing date, adjusted for any free stock distributions (or capital reductions) and after the deduction of any dividends. However, the pricing method may be adjusted to comply with changes in applicable domestic laws and regulations, and the Chairman

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and/or their designee is authorized to determine it in consultation with the securities underwriters, reference to the current international capital market and domestic market prices, as well as aggregate subscription figures.

IV. The issuance of GDR will facilitate the raising of international capital and enhance the Company's international visibility and recognition, which will be beneficial in attracting international business partners and increasing opportunities for strategic alliances and licensing cooperation. Upon successful completion of the fundraising, the Company's value and new drug research and development efforts may gain recognition from international institutional investors, thereby helping strengthen the Company's market value. After the issuance of all new shares under this cash capital increase, the maximum dilution ratio to existing shareholders' shareholding percentage will be 23.12%. Although the dilution ratio is relatively high, considering that the Company is still in the new drug development stage and has substantial funding needs, while domestic fundraising remains relatively difficult, the expected benefits from the GDR issuance and capital increase are anticipated to strengthen the Company's market value and enhance its competitiveness, which will be beneficial to the Company's future development.

V. Following shareholder approval for the issuance of common shares to support the issuance of GDR in the cash capital increase, the Board of Directors and/or its authorized or designated persons are authorized to handle all matters related to the GDR issuance plan, including the actual number of shares issued, issuance conditions, the actual issuance price, amount, source of funds, use of funds, project details, scheduled progress, and estimated potential benefits. This authorization also covers revisions as instructed by the competent authorities or necessitated by changes in market conditions and the objective environment, as well as any other matters not fully addressed in this proposal.

VI. The rights and obligations of the newly issued shares under this proposal shall be identical to those of the Company's existing issued common shares.

VII. This proposal has been approved by the Board of Directors and is hereby submitted to the shareholders' meeting for discussion.

VIII. The above proposals are hereby submitted for discussion.

Resolution:


Six. Election Matters

Proposal 1
(Proposed by the Board of Directors)

Proposal: To elect 9 directors of the Company (including 3 independent directors); submitted for election.

Explanation:
I. The term of office of the Company’s current directors expired on February 7, 2026. To accommodate the Company’s operational needs and adjustments to the shareholder structure, it is proposed to re-elect all directors and independent directors at the 2026 annual shareholders’ meeting.

II. In accordance with the Company’s Articles of Incorporation, it is proposed to elect nine directors (including three independent directors) through a candidate nomination system. The term of office for the newly elected directors began on June 12, 2026, and will continue to June 11, 2029, for a term of three years.

III. The list of director candidates was reviewed and approved by the Board on March 9, 2026. Please refer to Attachment 9 of the meeting handbook (pages 53-57) for details on their education, experience, and other relevant information.

Election results:


Seven. Other proposals

Proposal 1

(Proposed by the Board of Directors)

Proposal: Discussion Regarding the Release of Non-Compete Restrictions for Newly Appointed Directors (Including Independent Directors) and Their Representatives.

Explanation: I. According to Article 209 of the Company Act, when a director conducts business for himself or others within the scope of the Company's business, the director shall explain the essential contents of such conduct to the shareholders' meeting and obtain its permission.

II. To support the Company's diversified development, it is proposed that, if the actions of the new directors do not harm the Company's interests, they should not be subject to the restrictions of Article 209 of the Company Act. The details regarding the waiver of the non-compete clause for the new directors are provided in Attachment 10 (Pages 58-59) of the meeting handbook.

Resolution:

Eight. Extemporaneous motions.

Nine. Adjournment

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[Attachment 1]

BRIM BIOTECHNOLOGY, INC.

2025 Annual Business Report

Our company's drug development is centered on translational science, focusing on innovative technologies and medications for unmet medical needs. Through our highly adaptable R&D project teams and ability to integrate upstream and downstream resources in the domestic and international biotech medical industry, we select projects based on multiple factors: product targets, scientific foundation, safety, scalability of manufacturing processes, market competitiveness, clinical feasibility, and patent protection. We employ a research project management model for patent deployment, integrating appropriate CROs, CMOs, and key opinion leaders in relevant fields to advance innovative drugs to the Proof of Concept (POC) stage. We then pursue licensing and strategic partnerships to bring products to market. This operational model maximizes value creation with limited resources while improving patients' quality of life and fulfilling our corporate social responsibility.

In 2025, our operational focus was on research and development, concentrating resources on developing drugs for dry eye (BRM421), neurotrophic keratitis (BRM424), osteoarthritis (BRM521), glaucoma (BRM411), and neovascular eye diseases (BRM412). Meanwhile, to enrich product pipeline, strengthen research into new indications for existing products, and optimize the functions of the PDSP sequence, the Company has continuously added potential market value to our products and technologies. In terms of operation management, in addition to continuously strengthening the patent portfolio of its product technology, the Company has expanded into new business areas through direct investment to enhance its competitiveness in the new pharmaceutical and medical industry. In September 2025, the Company participated in a cash capital increase of Compass Bioinformatics Inc. (hereinafter referred to as Compass). By participating in Compass's operations, the Company has accelerated the establishment of a research and development network in genomics research and the smart medical industry, accumulating core capabilities for subsequent investment in the development of precision medicine and new drugs, and furthering its goal of sustainable operation. At the same time, a sustainable development promotion team was established to implement sustainable development policies and define sustainable development goals for the next five years. The following is a brief report on our 2025 operational results and 2026 business plan:


I. 2025 Annual Business Report

(I) Research and development

  1. BRM421 Dry Eye Syndrome Drug

  2. To support subsequent clinical development of BRM421 and future new drug registration, we completed the BRM421 preclinical animal long-term toxicology study, as well as the high-concentration formulation clinical trial CMC-related data, and submitted the US FDA IND Amendment.

  3. BRM421’s Phase II dose-regimen, safety, and efficacy clinical trials were submitted to the TFDA for a domestic Phase II clinical trial (IND) application using the same project number as the US FDA and have been approved. This clinical trial is being conducted in Taiwan and is expected to enroll 99 subjects. The first clinical trial center has been activated and is actively recruiting participants. In the meantime, the second clinical trial center has been selected, and an application to add the new center and its principal investigator has been submitted to TFDA.

  4. The application for the second Phase III clinical trial of BRM421 was submitted to the US FDA in September 2025, and the FDA has not yet provided feedback. The Company will initiate Phase III of the clinical trial after receiving preliminary results from the Phase II dosage regimen study. The initiation may be adjusted as needed to balance investment benefits and risk control.

  5. BRM424 Neurotrophic Keratitis Drug

  6. The multi-national, multi-center Phase II dose-ranging clinical trial of BRM424 has been approved in the US and Brazil. To date, seven clinical trial centers have been opened, including four in the US and three in Brazil, and subject recruitment and screening are actively underway.

  7. This clinical trial is expected to enroll 14 subjects, and enrollment has exceeded half of the planned total. To accelerate enrollment, we have evaluated mechanisms such as subject referrals and reimbursement and are actively discussing implementation with relevant service providers.

  8. BRM521 Degenerative Arthritis Drug

  9. For the selected new peptide, efficacy was evaluated using a variety of animal models, and the results of these animal studies were analyzed to inform subsequent development strategy.

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  • So far, the FDA has approved drugs for osteoarthritis based on measurements of improvements in patients' pain and function. Currently, treatment with BRM521 alone in animal trials has demonstrated cartilage repair, but its effect on alleviating acute inflammation and pain was limited. Consequently, the R&D team is actively evaluating combination therapies, including combining it with cell therapies or fusing it with other anti-inflammatory drugs. The originally planned follow-up development work has been temporarily suspended.

4. BRM411 Glaucoma Drug

  • The BRM411 Phase I/IIb clinical trial (IND) has been approved by the TFDA for implementation. Part I (Phase I) was successfully completed and passed review by the Data Safety Monitoring Committee (DSMB), and Part II (Phase IIb) of the clinical trial has officially launched. By the end of December, two clinical trial hospitals had begun enrolling patients.
  • The BRM411 raw material drug mass production process has been commissioned to a CMO for development and improvement. Currently, 0.5 kg of GMP raw material drug has been produced, and the process for scaled-up production has been confirmed.
  • In preparation for subsequent clinical trials and registration requirements, long-term (6-month and 9-month) animal toxicity studies were initiated. As of now, the two animal toxicology tests have been underway for 1.5 to 2 months, with no adverse side effects reported.

5. BRM412 is an anti-angiogenic eye disease drug

  • For BRM412, we have submitted a request for a Pre-IND consultation meeting to the US FDA, raising inquiries regarding preclinical animal testing, Phase II clinical trial design, and relevant regulatory requirements. The Company received written feedback from the FDA and will use the FDA's recommendations as a reference for subsequent product development.
  • Due to confirmed commercialization challenges with the current BRM412 formulation following multiple tests, the R&D team has adjusted the product development strategy after several evaluations. Currently, feasibility testing is underway for a new formulation.
  • In line with the redevelopment of new product formulations, we have worked with our original CMO, Bao Rui Jingde, to test and discuss the feasibility of subsequent drug

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production. We have also begun evaluating and screening other CMOs specializing in eye drop production.

(II) Operational Development

  1. Patent Portfolio

  2. The PDSP technology platform has been continuously submitting new invention patent applications, covering candidate drug optimization, new formulations, and new indications. As of the end of 2025, it had accumulated 18 patent families related to PDSP applications, including 90 approved patents and 76 patents under examination, totaling 166 patents.

  3. Since the introduction of the BRM411 and BRM412 projects, in addition to obtaining relevant patent licenses from the Industrial Technology Research Institute, two new patent applications were added to support product development in 2025. By the end of 2025, a total of six patent families had been accumulated, including 20 approved patents and 9 patents under review.
  4. As of December 31, 2025, the Company held a total of 195 patents and patent applications, including 110 patents that had been granted.

  5. Expansion into new businesses

  6. Actively evaluate expanding into new business areas through various partnership models to maximize investment synergy and achieve corporate sustainability.

  7. In September 2025, the Company made a direct investment in Compass's cash capital increase, acquiring a 42.09% stake. Through participation in Compass's operations, the Company has accelerated the establishment of its research and development network in genomics and the smart healthcare industry, strengthening its core capabilities for subsequent investment in precision medicine drug development.

  8. Implement sustainable development policies

  9. BRIM Biotech established a sustainable development task force and has actively implemented related action plans, culminating in the publication of its first sustainability report.

  10. Formulate short-, medium-, and long-term goals for the Company's sustainable development, and continue to promote and review them.

  11. Continuously improve organizational operational efficiency.

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  • BRIM has fully implemented an electronic signature approval process, optimizing related administrative procedures and improving efficiency.
  • Integrate different information systems and strengthen optimization efforts and communication regarding the establishment of a document management system with authority management, as well as R&D confidential document file management.

(III) Financial Status

In 2025, the company generated operating revenue of NT$4,124 thousand from consulting services with related costs of NT$1,520 thousand; gross operating profit was NT$2,604 thousand; operating expenses were NT$430,397 thousand; net operating loss was NT$427,793 thousand; non-operating income was NT$8,659 thousand; pre-tax net loss was NT$436,452 thousand.

II. 2026 Business Plan Overview

(I) Business Policy: Our company focuses on new drug development as its main business and actively promotes the development of four new ophthalmic drug products, including treatments for dry eye, neurotrophic keratitis, glaucoma and neovascular eye diseases. At the same time, we will continue to evaluate new projects and introduce new drug development projects that align with the company's strategy and core competencies. We will also establish a diversified product pipeline and plan new business opportunities through strategic mergers and acquisitions, technology licensing, and joint development, in order to enhance the company's competitiveness. In 2026, we will also actively promote licensing or cooperation projects with major international pharmaceutical companies to accelerate the generation of company revenue.

(II) R&D Plans: In 2026, we will focus on completing Phase II clinical trials for three new ophthalmic pharmaceutical products, including the BRM421 dry eye syndrome dose-regimen Phase II clinical trial, the BRM424 neurotrophic keratitis Phase II clinical trial, and the BRM411 glaucoma Phase II clinical trial. Meanwhile, the Company will complete the feasibility study of the new dosage form of BRM412, a novel drug for anti-angiogenic eye diseases, and further confirmed the follow-up development plan. Further, the Company has continued to conduct global patent filings for relevant product technologies and expand research into new indications.

(III) Operation Development: The Company has continued to optimize internal operating

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procedures and improve the operating efficiency of cross-departmental organizations. Implement sustainable development goals and complete the 2025 sustainable development report as required by laws and regulations. We will actively recruit outstanding professionals, improve human resource quality, and strengthen the all-round team in order to smoothly promote and achieve important milestones of various R&D projects.

New drug development is a long journey that requires talent, technology, strategic project selection, and funding—none of which can be lacking. We thank all shareholders and employees for their support and encouragement. We will continue to leverage our professional core capabilities to cultivate the innovative drug field, enhancing company value and creating substantial profits.

Chairman: Lin, Chyun
Manager: Shyu, Wen-Chyi
Accounting Head: Yen, Chia Ni

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[Attachment 2]

BRIM BIOTECHNOLOGY, INC.

Audit Committee's Review Report

The Board of Directors has submitted the 2025 Annual Business Report, Individual and Consolidated Financial Statements, and Proposal for Deficit Compensation. The 2025 Financial Statements have been audited by CPAs Yen, Yu-Fang and Huang, Pei-Chuan of PricewaterhouseCoopers Taiwan, who have issued an audit report. The Audit Committee has reviewed the aforementioned Business Report, Individual and Consolidated Financial Statements, and Deficit Compensation Proposal and found no discrepancies. Pursuant to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, the Committee hereby submits this report for approval.

To:

The 2026 Annual Shareholders’ Meeting of BRIM BIOTECHNOLOGY, INC.

Convenor of Audit Committee: Kuo, Chung-Ming

March 7, 2026


[Attachment 3]

BRIM BIOTECHNOLOGY, INC.

Report on the improving the implementation of operational plans

June 12, 2026

The implementation status of the Company's sound business plan for 2025 as of the fourth quarter is explained as follows:

Unit: NTD Thousands

Year Profit and Loss up to Q4 2025 – Actual Results Profit and Loss Statement for the Fourth Quarter of 2025 – Sound Business Plan Variance Amount Variance Percentage
Operating revenue 4,124 160,872 (156,748) (97.44%)
Operating costs 1,520 210 1,310 623.81%
Gross Profit 2,604 160,662 (158,058) (98.38%)
Gross Margin 63.14% 99.87% - (36.78%)
Operating Expenses 430,397 1,029,043 (598,646) (58.18%)
Operating Profit/Loss (427,793) (868,381) 440,588 (50.74%)
Non-Operating Income (Expenses) (8,659) 15,617 (24,276) (155.45%)
Net Profit(Loss) before Tax (436,452) (852,764) 416,312 (48.82%)

(I) Operating Revenue

In 2025, no licensing revenue was generated due to ongoing clinical trials for various projects. Additionally, revenue from consulting services totaled NT$ 4,124 thousand, with associated costs of NT$ 1,520 thousand, resulting in a gross profit of NT$ 2,604 thousand.

(II) Operating Expenses

In fiscal year 2025, the main operating expenses were outsourcing research expenses of NT$ 163,874 thousand, personnel-related expenses of NT$ 113,220 thousand, warehousing and freight of NT$ 50,350 thousand, depreciation and amortization of NT$ 39,782 thousand, and consultant and professional service fees of NT$ 26,970 thousand.

(III) Non-operating income (expenses)

The non-operating expenses for 2025 primarily included investment losses of NT$ 23,984 thousand (NT$ 13,474 thousand in Foreseen Biotech and NT$ 10,510 thousand in Compass), a net exchange loss of NT$ 15,739 thousand, interest income of NT$ 31,033 thousand, rental income of NT$ 21 thousand, and government subsidy income of NT$ 10 thousand.

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(IV) R&D progress updates

(1) BRM421 Dry Eye Syndrome New Drug Development Progress:

  • To accelerate Phase II clinical trials for dosage exploration, safety, and efficacy of BRM421, applications to amend the clinical trial design to a randomized, open-label, artificial tear-controlled trial were submitted to the US FDA and Taiwan’s Food and Drug Administration (TFDA) on September 12 and September 17, 2025, respectively. Approval from the Ministry of Health and Welfare was received on October 15, 2025. The trial is now proceeding according to the amended clinical design.

  • The Phase II clinical trial of BRM421, investigating human dose effects, began at Tucheng Hospital (Chang Gung Medical System) in the fourth quarter of 2016. The first subject was successfully enrolled on January 30, 2026. Meanwhile, screening and evaluation of new clinical trial sites continued. Keelung Chang Gung Memorial Hospital was selected as the second clinical trial center and its application, along with that of the principal investigator, was submitted to TFDA on February 6, 2026, following IRB approval.

  • The second Phase III clinical trial of BRM421 was submitted to the US FDA on September 30, 2025, and the FDA has not yet provided feedback. Although this clinical trial can proceed, the Company continues to prepare for the Phase III trial and make necessary arrangements. Initiation of the Phase III trial will be contingent on the preliminary results of the Phase II dose-response trial, and may be adjusted as needed to balance investment returns and risk management.

(2) BRM424 Neurotrophic Keratitis New Drug Development Progress:

  • On September 4, BRM424’s Phase II dose-ranging study submitted a clinical trial design change (protocol amendment) to the US FDA, along with an application to add two clinical trial sites in the United States. Four clinical trial sites have been opened in the U.S., and subject enrollment began in October 2025 following changes to the clinical trial design.

  • The Phase II clinical trial in Brazil has opened three clinical trial sites and is actively recruiting and screening subjects.

  • This clinical trial was expected to enroll 14 subjects, and 8 subjects had been enrolled as of January 30, 2026. To accelerate enrollment, we have evaluated

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mechanisms such as subject referrals and reimbursement and are actively discussing implementation with relevant service providers.

(3) BRM521 Degenerative Arthritis New Drug Development Progress:

  • After thorough discussion and evaluation in the R&D meeting, treatment of osteoarthritis with PDSP (monotherapy) alone, while showing cartilage repair, has not achieved pain relief. Therefore, the R&D team is actively evaluating combination therapies, including combining them with cell therapy or other anti-inflammatory drugs.
  • The development bottleneck for the BRM521 project was reported to the Board of Directors on November 10, 2025. Consequently, the planned FDA application for a BRM521 Pre-IND Meeting has been put on hold.

(4) BRM411 Glaucoma New Drug Development Progress:

  • Part I (Phase I) of the BRM411 I/IIb human clinical trial was successfully completed with six healthy subjects in October 2025. The trial was reviewed by the Data Safety Monitoring Board (DSMB) on November 21, 2025, and received a positive response confirming high-dose safety. Therefore, a phase II clinical trial can now be initiated according to the original clinical trial design.
  • Phase IIb trials enrolled 201 patients and opened 9 to 13 clinical trial centers. The Phase IIb (Part II) clinical trial investigator meeting was held on September 27, 2025, to reach a consensus on the details and requirements of the trial protocol. As of the end of December 2025, two clinical trial hospitals had been activated to begin enrolling patients, and the first patient in the Phase IIb trial was successfully recruited on January 14, 2026.
  • The BRM411 raw material drug mass production process has been commissioned to a CMO for development and improvement. Currently, 0.5 kg of GMP raw material drug has been produced, and the process for scaled-up production has been confirmed.
  • In preparation for subsequent clinical trials and registration verification, we have begun long-term (6- and 9-month) animal toxicology studies. As of the end of December 2025, the two animal toxicology tests had been administered for 1.5 to 2 months, and no adverse side effects had occurred.

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(5) Progress in the development of BRM412, a new drug candidate for neovascular eye diseases:

  • In view of the commercialization challenges facing the BRM412 dosage form, the R&D meeting concluded with a decision to discontinue development of the original product, a decision that has been reported to the Board of Directors. Subsequently, the product development strategy was adjusted. Currently, the company is actively conducting feasibility trials for new dosage form formulations.
  • In line with the redevelopment of new product formulations, we have worked with our original CMO, Bao Rui Jingde, to test and discuss the feasibility of subsequent drug production. We have also begun evaluating and screening other CMOs specializing in eye drop production.

(6) Other Product Development Progress:

  • Continue to expand the PDSP technology platform and existing product lines into new indications, and evaluate the research and development of other new dosage form products, along with planning and applying for relevant patent protection.
  • To strengthen the company's product line, we continue to screen and evaluate new projects or new technology platforms.

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[Attachment 4]
INDEPENDENT AUDITORS' REPORT TRANSLATED FROM CHINESE

To the Board of Directors and Shareholders of BRIM Biotechnology, Inc.

Opinion

We have audited the accompanying balance sheets of BRIM Biotechnology, Inc. and its subsidiaries (the “Group”) as at December 31, 2025 and 2024, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of material accounting policies.

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

Basis for opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditor’s 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.


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Key audit matters

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

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

Intangible Assets - Assessment of Indicators of Impairment for Specialized Technology

Description

Refer to Notes 4(16) for accounting policies on the impairment of non-financial assets, Notes 4(15) for accounting policies on intangible assets, Note 5 to the consolidated financial statements for the uncertainty of accounting estimates and assumptions regarding the impairment assessment of specialized technology, and Notes 6(7) for the description of intangible asset accounts.

The Group had a specialized technology surplus amounting to NT$511,034 thousand as of December 31, 2025. This was primarily aimed at strengthening the product mix to achieve optimal investment synergy, while obtaining relevant technology from other companies. Since these projects are still in the research and development stage, no significant commercialization has yet been realized. Therefore, the Group’s asset statement relies on whether internal and external assessments show signs of impairment. If signs exist, the Group should evaluate the recoverable amount and confirm whether impairment needs to be recognized. Management is responsible for executing impairment assessments and considering all relevant information, with potential significant impacts from impairment evaluation results. Therefore, the auditor identified the assessment of this specialized technology impairment as one of the most important matters for the year-end financial audit.


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How our audit addressed the matter

We performed the following audit procedures in respect of the above key audit matter:

A. Review the management team’s evaluation of data related to impairment signs for specialized technology, including the progress of various research and development projects.

B. Engage in further discussions with the management team and evaluate the following items:

a) Explanation of the product characteristics and market trends for major research technologies.

b) There are no significant delays in the development progress of research projects.

c) The Group’s asset statement shows that total market value exceeds the net book value of assets.

Allocation of the Purchase Price of Acquisition Transactions

Description

On September 15, 2025, the Group acquired 42.09% equity of COMPASS BIOINFORMATICS INC. for NT$149,850 thousand in cash. Significant intangible assets arose from this acquisition transaction. This business combination was accounted for in accordance with International Financial Reporting Standard No. 3 (IFRS 3), ‘Business Combinations’. Therefore, the allocation of the fair value of the investee’s identifiable net assets and goodwill is based on management’s evaluation, which involves accounting estimates and assumptions. Consequently, the auditor has identified the purchase price allocation for the acquired equity in the aforementioned company as one of the key audit matters.

For details regarding the accounting treatment of business combinations, please refer to Note 4(25) to the consolidated financial statements; for the line items related to business combinations, please refer to Note 6(23) to the consolidated financial statements.


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How our audit addressed the matter

We performed the following audit procedures in respect of the above key audit matter:

A. Understand the basis and process behind the management team’s evaluation of the purchase price allocation.

B. Review expert reports on price allocation involving asset recognition and liability assumption, along with the methods for evaluating fair value; assess the reasonableness of assumptions and valuation methods used for forecasting future cash flows of identifiable intangible assets. This includes the following procedures:

a) Verifying the calculation model parameters and formula setups.

b) Comparing the forecast growth rates and operating margins against historical results, economic context, and industry projections.

c) Comparing the discount rate used against market unit cost assumptions and asset return rates.

Other Matters – Parent Company Only Financial Statements

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

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

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


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

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

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

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

A. 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.

B. 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.

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

D. 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

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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.

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

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

Yen, Yu-Fang
Huang, Pei-Chuan

For and on Behalf of PricewaterhouseCoopers, Taiwan

March 9, 2026

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

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

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BRIM BIOTECHNOLOGY, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2025 AND 2024

(Expressed in thousands of New Taiwan dollars)

Assets Notes December 31, 2025 December 31, 2024
AMOUNT % AMOUNT %
Assets
Current assets
1100 Cash and cash equivalents 6(1) $ 798,429 44 $ 502,759 21
1136 Financial assets at amortised cost- 6(2)
current 360,000 20 1,345,963 56
1170 Accounts receivable, net 632 - - -
1200 Other receivables 2,791 - 5,166 -
1220 Current tax assets 6,592 - 4,842 -
130X Inventories 670 - - -
1410 Prepayments 6(3) 39,573 2 17,427 1
11XX Total current assets 1,208,687 66 1,876,157 78
Non-current assets
1550 Investments accounted for using 6(4)
equity method 23,552 1 38,273 2
1600 Property, plant and equipment 6(5) 8,062 1 4,035 -
1755 Right-of-use assets 6(6) 6,445 - 7,752 -
1780 Intangible assets 6(7) 579,622 32 483,388 20
1900 Other non-current assets 1,373 - 1,021 -
15XX Total non-current assets 619,054 34 534,469 22
1XXX Total assets $ 1,827,741 100 $ 2,410,626 100

(Continued)


BRIM BIOTECHNOLOGY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

YEARS ENDED DECEMBER 31, 2025 AND 2024

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

Items Notes Year ended December 31
2025 2024
AMOUNT % AMOUNT %
4000 Operating revenue 6(15) $ 5,490 100 $ 333 100
5000 Operating costs ( 4,240) ( 77) ( 311) ( 93)
5900 Gross profit 1,250 23 22 7
Operating expenses 6(18) and 7
6100 Selling expenses ( 14,830) ( 270) ( 11,027) ( 3311)
6200 Administrative expenses ( 108,851) ( 1983) ( 95,284) ( 28614)
6300 Research and development expenses ( 330,543) ( 6021) ( 238,496) ( 71621)
6000 Total operating expenses ( 454,224) ( 8274) ( 344,807) ( 103546)
6900 Net operating loss ( 452,974) ( 8251) ( 344,785) ( 103539)
Non-operating income and expenses
7100 Interest income 6(16) 31,755 578 32,899 9879
7010 Other income 82 2 5 1
7020 Other gains and losses 6(17) ( 15,802) ( 288) 23,529 7066
7050 Finance costs ( 497) ( 9) ( 91) ( 27)
7060 Share of loss of subsidiaries, associates and joint ventures accounted for under equity method 6(4)
7000 Total non-operating income and expenses 2,064 38 29,315 8803
8200 Loss for the year ($ 450,910) ( 8213) ($ 315,470) ( 94736)
Components of other comprehensive (loss) income that will be reclassified to profit or loss
8361 Financial statements translation differences of foreign operations ($ 1,516) ( 28) $ 7,964 2392
8300 Other comprehensive (loss) income for the year ($ 1,516) ( 28) $ 7,964 2392
8500 Total comprehensive loss for the year ($ 452,426) ( 8241) ($ 307,506) ( 92344)
8610 Loss, attributable to owners of parent ($ 436,452) ( 7950) ($ 315,470) ( 94736)
8620 Loss, attributable to non-controlling interests ( 14,458) ( 263) - -
($ 450,910) ( 8213) ($ 315,470) ( 94736)
8710 Comprehensive loss, attributable to owners of parent ($ 437,812) ( 7975) ($ 307,506) ( 92344)
8720 Comprehensive loss, attributable to non-controlling interests ( 14,614) ( 266) - -
($ 452,426) ( 8241) ($ 307,506) ( 92344)
Loss per share 6(20)
9750 Basic and diluted loss per share ($ 3.32) ($ 2.70)

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


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BRIM BIOTECHNOLOGY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

YEARS ENDED DECEMBER 31, 2025 AND 2024

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

Items Notes Year ended December 31
2025 2024
AMOUNT % AMOUNT %
4000 Operating revenue 6(15) $ 5,490 100 $ 333 100
5000 Operating costs ( 4,240) ( 77) ( 311) ( 93)
5900 Gross profit 1,250 23 22 7
Operating expenses 6(18) and 7
6100 Selling expenses ( 14,830) ( 270) ( 11,027) ( 3311)
6200 Administrative expenses ( 108,851) ( 1983) ( 95,284) ( 28614)
6300 Research and development expenses ( 330,543) ( 6021) ( 238,496) ( 71621)
6000 Total operating expenses ( 454,224) ( 8274) ( 344,807) ( 103546)
6900 Net operating loss ( 452,974) ( 8251) ( 344,785) ( 103539)
Non-operating income and expenses
7100 Interest income 6(16) 31,755 578 32,899 9879
7010 Other income 82 2 5 1
7020 Other gains and losses 6(17) ( 15,802) ( 288) 23,529 7066
7050 Finance costs ( 497) ( 9) ( 91) ( 27)
7060 Share of loss of subsidiaries, associates and joint ventures accounted for under equity method 6(4)
7000 Total non-operating income and expenses 2,064 38 29,315 8803
Loss for the year ($ 450,910) ( 8213) ($ 315,470) ( 94736)
Components of other comprehensive (loss) income that will be reclassified to profit or loss
8361 Financial statements translation differences of foreign operations ($ 1,516) ( 28) $ 7,964 2392
8300 Other comprehensive (loss) income for the year ($ 1,516) ( 28) $ 7,964 2392
8500 Total comprehensive loss for the year ($ 452,426) ( 8241) ($ 307,506) ( 92344)
8610 Loss, attributable to owners of parent ($ 436,452) ( 7950) ($ 315,470) ( 94736)
8620 Loss, attributable to non-controlling interests ( 14,458) ( 263) - -
($ 450,910) ( 8213) ($ 315,470) ( 94736)
8710 Comprehensive loss, attributable to owners of parent ($ 437,812) ( 7975) ($ 307,506) ( 92344)
8720 Comprehensive loss, attributable to non-controlling interests ( 14,614) ( 266) - -
($ 452,426) ( 8241) ($ 307,506) ( 92344)
Loss per share 6(20)
9750 Basic and diluted loss per share ($ 3.32) ($ 2.70)

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


BEIM BIOTECHNOLOGY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

YEARS ENDED DECEMBER 31, 2025 AND 2026

(Expressed in thousands of New Taiwan dollars)

Equity attributable to owners of the parent
Share Capital Capital Surplus Exchange differences on translation of foreign financial statements Non-controlling interests Amount
Notes Common stock Advance receipts for share capital Additional paid-in capital Changes in ownership interests in subsidiaries Changes in equity of associates and joint ventures accounted for using equity method Employee stock warrants Restricted stock Others Accumulated deficit Others Total
Year ended December 31, 2024
Balance at January 1, 2024 $ 1,157,540 $ - $ 1,500,848 $ 81,953 $ 77,221 $ 11,436 $ - $ 53,786 ($ 1,149,216) $ 2,945 $ - $ 1,736,513 $ - $ 1,736,513
Less for the year (315,470) (315,470) (315,470)
Other comprehensive income for the year 7,964 7,964 7,964
Total comprehensive income (loss) (315,470) 7,964 (307,506) (307,506)
Issue of shares 6(12) 147,570 345,174 492,744 492,744
Capital surplus used to offset accumulated deficit 6(14) (580,000) 580,000
Employee stock options exercised 6(11)(12) 9,890 129 11,898 (11,018) 10,899 10,899
Compensation costs of employee stock options 6(11) 12,563 12,563 12,563
Issuance of shares from compensation cost of employees 26,424 26,424 26,424
Employee stock options expired (18,292) 18,292
Issuance of employee restricted stocks 21,067 (21,067)
Compensation costs of employee restricted stocks 182 182 182
Share-based payment transactions 84,394 84,394 84,394
Changes in equity of associates accounted for using equity method 34 34 34
Balance at December 31, 2024 $ 1,315,000 $ 129 $ 1,277,920 $ 81,953 $ 77,255 $ 21,113 $ 21,067 $ 156,472 ($ 884,686) $ 10,909 ($ 20,885) $ 2,056,247 $ - $ 2,056,247
Year ended December 31, 2023
Balance at January 1, 2025 $ 1,315,000 $ 129 $ 1,277,920 $ 81,953 $ 77,255 $ 21,113 $ 21,067 $ 156,472 ($ 884,686) $ 10,909 ($ 20,885) $ 2,056,247 $ - $ 2,056,247
Less for the year (436,452) (436,452) (14,458) (450,910)
Other comprehensive income for the year (1,360) (1,360) (156) (1,516)
Total comprehensive income (loss) (436,452) (1,360) (437,812) (14,614) (452,426)
Capital surplus used to offset accumulated deficit 6(14) (300,000) 300,000
Employee stock options exercised 6(11)(12) 430 (129) 124 425 425
Compensation costs of employee stock options 6(11) 17,364 17,364 17,364
Issuance of employee restricted stocks 6(12) 16,710 10,990 (27,700)
Compensation costs of employee restricted stocks 6(11) 18,657 18,657 18,657
Exercise of disgorgement right 106 106 106
Increase in non-controlling interests 6(23) 113,208 113,208
Adjustments arising from changes in percentage of ownership in subsidiaries 32 32 44 76
Balance at December 31, 2025 $ 1,332,140 $ - $ 978,044 $ 81,985 $ 77,255 $ 38,477 $ 32,057 $ 156,578 ($ 1,021,138) $ 9,549 ($ 29,928) $ 1,655,019 $ 98,658 $ 1,753,657

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


BRIM BIOTECHNOLOGY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2025 AND 2024

(Expressed in thousands of New Taiwan dollars)

Year ended December 31
Notes 2025 2024
CASH FLOWS FROM OPERATING ACTIVITIES
Loss before tax ($) 450,910) ($) 315,470)
Adjustments
Adjustments to reconcile profit (loss)
Depreciation expense 6(5)(6)(18) 9,554 5,823
Amortization expense 6(7)(18) 33,539 3,426
Interest expense 497 91
Interest income 6(16) (31,755) (32,899)
Gains on lease modification 6(6)(17) (7) -
Compensation cost of share-based payment 6(11) 36,021 39,169
Share of loss of associates and joint ventures accounted for under equity method 6(4) 13,474 27,027
Effect of exchange rate changes of financial assets at amortised cost 15,928 (13,153)
Changes in operating assets and liabilities
Changes in operating assets
Accounts receivable (466) -
Other receivables (1,959) (3,100)
Inventories 157 -
Prepayments (18,039) (6,331)
Other current assets 177 -
Changes in operating liabilities
Current contract liabilities 830 -
Accounts payable (661) -
Other payables 29,239 (16,066)
Other current liabilities 1,312 103
Cash outflow generated from operations (363,069) (311,380)
Interest received 34,390 32,229
Interest paid (464) (91)
Income taxes refund 1,700 -
Income taxes paid 1,728 -
Net cash flows used in operating activities (329,171) (279,242)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from disposal of financial assets at amortised cost 1,978,160 1,539,683
Acquisition of financial assets at amortised cost (1,008,125) (2,124,862)
Acquisition of property, plant and equipment 6(5) (799) (2,898)
Acquisition of intangible assets 6(7)(21) (324,237) (77,084)
Net cash flow from acquisition of subsidiaries (net of cash acquired) 6(23) 4,402 -
Decrease (increase) in refundable deposits 537 (320)
Net cash flows from (used in) investing activities 649,938 (665,481)
CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in short-term borrowings 6(22) (16,000) -
Repayment of long-term debt 6(22) (2,817) -
Repayments of principal of lease liabilities 6(6)(22) (6,754) (4,158)
Proceeds from issuance of shares 6(12) - 492,744
Increase in guarantee deposits received 18 -
Employee stock options exercised 6(11) 425 10,899
Exercise of disgorgement 106 -
Net cash flows (used in) from financing activities (25,022) 499,485
Effect on foreign exchange difference 75 -
Net increase (decrease) in cash and cash equivalents 295,670 (445,238)
Cash and cash equivalents at beginning of year 502,759 947,997
Cash and cash equivalents at end of year $798,429 $502,759

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


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INDEPENDENT AUDITORS' REPORT TRANSLATED FROM CHINESE

To the Board of Directors and Shareholders of BRIM Biotechnology, Inc.

Opinion

We have audited the accompanying parent company only balance sheets of BRIM Biotechnology, Inc. (the “Company”) as at December 31, 2025 and 2024, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and parent company only notes to the financial statements, including a summary of material accounting policies.

In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2025 and 2024, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers that came into effect as endorsed by the Financial Supervisory Commission.

Basis for opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the parent company only 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.


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Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Company’s 2025 parent company only financial statements. These matters were addressed in the context of our audit of the parent company only financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

Key audit matter for the Company’s 2025 parent company only financial statements is stated as follows:

Intangible Assets - Assessment of Indicators of Impairment for Specialized Technology

Description

Refer to Notes 4(13) for accounting policies on the impairment of non-financial assets, Notes 4(12) for accounting policies on intangible assets, Note 5 to the separate financial statements for the uncertainty of accounting estimates and assumptions regarding the impairment assessment of specialized technology, and Notes 6(6) for the description of intangible asset accounts.

The company had a specialized technology surplus amounting to NT$450,675 thousand as of December 31, 2025. This was primarily aimed at strengthening the product mix to achieve optimal investment synergy, while obtaining relevant technology from other companies. Since these projects are still in the research and development stage, no significant commercialization has yet been realized. Therefore, the company’s asset statement relies on whether internal and external assessments show signs of impairment. If signs exist, the company should evaluate the recoverable amount and confirm whether impairment needs to be recognized. Management is responsible for executing impairment assessments and considering all relevant information, with potential significant impacts from impairment evaluation results. Therefore, the auditor


identified the assessment of this specialized technology impairment as one of the most important matters for the year-end financial audit.

How our audit addressed the matter

We performed the following audit procedures in respect of the above key audit matter:

C. Review the management team’s evaluation of data related to impairment signs for specialized technology, including the progress of various research and development projects.

D. Engage in further discussions with the management team and evaluate the following items:

a) Explanation of the product characteristics and market trends for major research technologies.
b) There are no significant delays in the development progress of research projects.
c) The company’s asset statement shows that total market value exceeds the net book value of assets.

Evaluation of Purchase Price Allocation for Merger Transactions

Description

On September 15, 2025, the company acquired 42.09% equity of COMPASS BIOINFORMATICS INC. for NT$149,850 thousand in cash and categorized it under equity method investment. This acquisition requires allocation of the acquisition price to the identified assets and liabilities, including valuation of net fair value and goodwill. The management team’s assessment forms the basis, involving audit calculations and assumptions. Therefore, the auditor has identified the purchase price allocation evaluation as one of the most important matters for the audit.

How our audit addressed the matter

We performed the following audit procedures in respect of the above key audit matter:

A. Understand the basis and process behind the management team’s evaluation of the purchase price allocation.

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B. Review expert reports on price allocation involving asset recognition and liability assumption, along with the methods for evaluating fair value; assess the reasonableness of assumptions and valuation methods used for forecasting future cash flows of identifiable intangible assets. This includes the following procedures:

a) Verifying the calculation model parameters and formula setups.
b) Comparing the forecast growth rates and operating margins against historical results, economic context, and industry projections.
c) Comparing the discount rate used against market unit cost assumptions and asset return rates.

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 that came into effect as endorsed by the Financial Supervisory Commission, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.

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

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

Auditor's responsibilities for the audit of the parent company only financial statements

Our objectives are to obtain reasonable assurance about whether the parent

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company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s 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 parent company only financial statements.

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

G. Identify and assess the risks of material misstatement of the parent company only 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.

H. 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.

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

J. 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

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material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the parent company only 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.

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

L. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only 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.

~38~


From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements of the current year 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.

Yen, Yu-Fang
Huang, Pei-Chuan
For and on Behalf of PricewaterhouseCoopers, Taiwan
March 9, 2026

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

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

~39~


BRIM BIOTECHNOLOGY, INC.

PARENT COMPANY ONLY BALANCE SHEETS

DECEMBER 31, 2025 AND 2024

(Expressed in thousands of New Taiwan dollars)

Assets Notes December 31, 2025 December 31, 2024
AMOUNT % AMOUNT %
Assets
Current assets
1100 Cash and cash equivalents 6(1) $ 742,211 43 $ 502,759 21
1136 Financial assets at amortised cost-current 6(2) 300,000 18 1,345,963 56
1200 Other receivables 2,540 - 5,166 -
1220 Current tax assets 6,550 1 4,842 -
1410 Prepayments 36,364 2 17,427 1
11XX Total current assets 1,087,665 64 1,876,157 78
Non-current assets
1550 Investments accounted for using equity method 6(3) 162,811 10 38,273 2
1600 Property, plant and equipment 6(4) 2,576 - 4,035 -
1755 Right-of-use assets 6(5) 5,944 - 7,752 -
1780 Intangible assets 6(6) 451,612 26 483,388 20
1900 Other non-current assets 1,164 - 1,021 -
15XX Total non-current assets 624,107 36 534,469 22
1XXX Total assets $ 1,711,772 100 $ 2,410,626 100
Liabilities and Equity
Liabilities
Current liabilities
2130 Current contract liabilities 6(13) $ 701 - $ - -
2200 Other payables 6(7) 48,099 3 345,859 15
2280 Lease liabilities-current 5,403 - 4,234 -
2300 Other current liabilities 1,916 - 744 -
21XX Total current liabilities 56,119 3 350,837 15
Non-current liabilities
2580 Lease liabilities-non current 634 - 3,542 -
2XXX Total liabilities 56,753 3 354,379 15
Equity
Equity attributable to owners of parent
Share capital 6(10)
3110 Common stock 1,332,140 78 1,315,000 55
3140 Advance receipts for share capital - - 129 -
Capital surplus 6(11)
3200 Capital surplus 1,364,396 80 1,635,780 68
Retained earnings 6(12)
3350 Accumulated deficit to be covered ( 1,021,138) ( 60) ( 884,686) ( 37)
Other equity interest
3400 Other equity interest ( 20,379) ( 1) ( 9,976) ( 1)
3XXX Total equity 1,655,019 97 2,056,247 85
Significant contingent liabilities and unrecognised contract commitments 9
Significant events after the balance sheet date 11
3X2X Total liabilities and equity $ 1,711,772 100 $ 2,410,626 100

The accompanying notes are an integral part of these parent company only financial statements


Significant contingent liabilities and 9
unrecognised contract commitments
Significant events after the balance 11
sheet date

3X2X Total liabilities and equity
$ 1,827,741 100 $ 2,410,626 100

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

BRIM BIOTECHNOLOGY, INC.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

Item Description Notes Year ended December 31
2025 2024
AMOUNT % AMOUNT %
4000 Operating revenue 6(13) $ 4,124 100 $ 333 100
5000 Operating costs ( 1,520) ( 37) ( 311) ( 93)
5900 Gross profit 2,604 63 22 7
Operating expenses 6(16) and 7
6100 Selling expenses ( 8,676) ( 210) ( 11,027) ( 3311)
6200 Administrative expenses ( 99,567) ( 2414) ( 95,284) ( 28614)
6300 Research and development expenses ( 322,154) ( 7812) ( 238,496) ( 71621)
6000 Total operating expenses ( 430,397) ( 10436) ( 344,807) ( 103546)
6900 Net operating loss ( 427,793) ( 10373) ( 344,785) ( 103539)
Non-operating income and expenses
7100 Interest income 6(14) 31,290 759 32,899 9879
7010 Other income 39 1 5 1
7020 Other gains and losses 6(15) ( 15,747) ( 382) 23,529 7066
7050 Finance costs 6(5) ( 257) ( 6) ( 91) ( 27)
7070 Share of loss of subsidiaries, associates and joint ventures accounted for using equity method ( 23,984) ( 582) ( 27,027) ( 8116)
7000 Total non-operating income and expenses ( 8,659) ( 210) 29,315 8803
8200 Loss for the year ($ 436,452) ( 10583) ($ 315,470) ( 94736)
Components of other comprehensive (loss) income that will be reclassified to profit or loss
8361 Financial statements translation differences of foreign operations ($ 1,360) ( 33) $ 7,964 2392
8300 Other comprehensive (loss) income for the year ($ 1,360) ( 33) $ 7,964 2392
8500 Total comprehensive loss for the year ($ 437,812) ( 10616) ($ 307,506) ( 92344)
Loss per share 6(18)
9750 Basic and diluted loss per share ($ 3.32) ($ 3.32) ($ 2.70)

The accompanying notes are an integral part of these parent company only financial statements.


BEIM BIOTECHNOLOGY, INC.

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY

YEARS ENDED DECEMBER 31, 2025 AND 2026

(Expressed in thousands of New Taiwan dollars)

Notes Share Capital Capital Surplus Other equity interest Amount
Common stock Advance receipts for share capital Additional paid-in capital Changes in ownership interests in subsidiaries Changes in equity of associates and joint ventures accounted for using equity method Employee stock warrants Capital Surplus, restricted stock Others Accumulated deficit Exchange differences on translation of foreign financial statements
Year ended December 31, 2024 $ 1,157,540 $ - $ 1,500,848 $ 81,953 $ 77,221 $ 11,436 $ - $ 53,786 ($ 1,149,216) $ 2,945 $ -
Balance at January 1, 2024 - - - - - - - - (315,470) - -
Loss for the year - - - - - - - - 7,964 - 7,964
Other comprehensive income for the year - - - - - - - - (315,470) 7,964 -
Total comprehensive (loss) income - - - - - - - - - - 492,744
Issue of shares 6(10) 147,570 - 345,174 - - - - - - - -
Capital surplus used to offset accumulated deficit 6(12) - - (580,000) - - - - - 580,000 - -
Employee stock options exercised 6(9)(10) 9,890 129 11,898 - - (11,018) - - - - 10,899
Compensation costs of employee stock options 6(9) - - - - - 12,563 - - - - 12,563
Issuance of shares from compensation cost of employees - - - - - 26,424 - - - - 26,424
Employee stock options expired - - - - - (18,292) - 18,292 - - -
Issuance of employee restricted stocks - - - - - - 21,067 - - (21,067) -
Compensation costs of employee restricted stocks 6(9) - - - - - - - - - 182 182
Share-based payment transactions - - - - - - - 84,394 - - 84,394
Changes in equity of associates accounted for using equity method - - - - 34 - - - - - 34
Balance at December 31, 2024 $ 1,315,000 $ 129 $ 1,277,920 $ 81,953 $ 77,255 $ 21,113 $ 21,067 $ 156,472 ($ 884,686) $ 10,909 ($ 20,885)
Year ended December 31, 2025 - - - - - - - - (436,452) - 436,452)
Balance at January 1, 2025 $ 1,315,000 $ 129 $ 1,277,920 $ 81,953 $ 77,255 $ 21,113 $ 21,067 $ 156,472 ($ 884,686) $ 10,909 ($ 20,885)
Loss for the year - - - - - - - - (436,452) - 436,452)
Other comprehensive income for the year - - - - - - - - (1,360) - (1,360)
Total comprehensive loss - - - - - - - - (436,452) (1,360) -
Capital surplus used to offset accumulated deficit 6(12) - - (300,000) - - - - - 300,000 - -
Employee stock options exercised 6(10) 430 (129) 124 - - - - - - - 425
Compensation costs of employee stock options 6(9) - - - - - 17,364 - - - - 17,364
Issuance of employee restricted stocks 6(10) 16,710 - - - - - 10,990 - - (27,700) -
Compensation costs of employee restricted stocks 6(9) - - - - - - - - - 18,657 18,657
Exercise of Contribution Rights - - - - - - - 106 - - 106
Changes in Equity Interest in Subsidiaries - - - 32 - - - - - - 32
Balance at December 31, 2025 $ 1,332,140 $ - $ 978,044 $ 81,985 $ 77,255 $ 38,477 $ 32,057 $ 156,578 ($ 1,021,138) $ 9,549 ($ 29,928)

The accompanying notes are an integral part of these parent company only financial statements.


BRIM BIOTECHNOLOGY, INC.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2025 AND 2024

(Expressed in thousands of New Taiwan dollars)

Year ended December 31
Notes 2025 2024
CASH FLOWS FROM OPERATING ACTIVITIES
Loss before tax ($) 436,452) ($) 315,470)
Adjustments
Adjustments to reconcile profit (loss)
Depreciation expense 6(4)(5)(16) 7,768 5,823
Amortisation expense 6(6)(16) 32,013 3,426
Interest expense 6(5) 257 91
Interest income 6(14) (31,290) (32,899)
Compensation cost of share-based payment 6(9)(16) 36,021 39,169
Share of loss of associates and joint ventures 6(3)
accounted for under equity method 23,984 27,027
Effect of exchange rate changes of financial assets at amortised cost 15,928 (13,153)
Changes in operating assets and liabilities
Changes in operating assets
Other receivables (1,960) (3,100)
Prepayments (18,937) (6,331)
Changes in operating liabilities
Current contract liabilities 701 -
Other payables 26,240 (16,066)
Other current liabilities 1,154 103
Cash outflow generated from operations (344,573) (311,380)
Interest received 34,176 32,229
Interest paid (257) (91)
Income taxes refund 1,700 -
Income taxes paid (1,708) -
Net cash flows used in operating activities (310,662) (279,242)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of financial assets at amortised cost (948,125) (2,124,862)
Proceeds from disposal of financial assets at amortised cost 1,978,160 1,539,683
Acquisition of investments accounted for using equity method 6(3) (149,850) -
Acquisition of property, plant and equipment 6(4) (799) (2,898)
Acquisition of intangible assets 6(19) (324,237) (77,084)
Increase in refundable deposits (143) (320)
Net cash flows from (used in) investing activities 555,006 (665,481)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of principal of lease liabilities 6(5)(20) (5,441) (4,158)
Proceeds from issuance of shares 6(10) - 492,744
Increase in guarantee deposits received 18 -
Employee stock options exercised 6(9) 425 10,899
Exercise of disgorgement 106 -
Net cash flows (used in) from financing activities (4,892) 499,485
Net increase (decrease) in cash and cash equivalents 239,452 (445,238)
Cash and cash equivalents at beginning of year 502,759 947,997
Cash and cash equivalents at end of year $742,211 $502,759

The accompanying notes are an integral part of these parent company only financial statements.


[Attachment 5]

BRIM BIOTECHNOLOGY, INC.

2025 Deficit Compensation Statement

Unit: NTD

Item Cash Amount
Unappropriated Deficit as of January 1, 2025 (884,685,886)
Add: 2025 net loss after tax (436,451,571)
Add: Capital surplus used to offset accumulated losses for FY2025 300,000,000
Unappropriated Deficit as of December 31, 2025 (1,021,137,457)
Add: Capital surplus used to offset accumulated losses 400,000,000
Accumulated Deficit (621,137,457)

Note 1: Capital reserve balance after offsetting losses in the current period: 964,396,408.
Note 2: Following the offset, the remaining unappropriated deficit does not exceed half of the paid-in capital.
Note 3: As the Company remains in the new drug development stage, it continues to incur operating losses and has no retained earnings available for distribution.

Chairman: Lin, Chyun

Manager: Shyu, Wen-Chyi Accounting Manager: Yen, Chia Ni


[Attachment 6]

BRIM BIOTECHNOLOGY, INC.

Comparison Table of Amended and Original Articles

Article Number Amended Text Original Text Explanation
Article 7 (Excerpt above)
Pursuant to Article 267 of the Company Act, the recipients of newly issued shares reserved for employees, employee stock option certificates, restricted employee shares, and treasury shares repurchased for transfer to employees may include subsidiaries, employees of controlled or subordinate companies who meet specific criteria established by the Board of Directors.
(Excerpt Below) (Excerpt above)
Pursuant to Article 267 of the Company Act, the recipients of newly issued shares reserved for employees, employee stock option certificates, restricted employee shares, and treasury shares repurchased for transfer to employees may include employees of controlled or subordinate companies who meet specific criteria established by the Board of Directors.
(Excerpt Below) To be added as needed.
Article 25-1 (Excerpt above)
"Entry-level employees" refers to full-time employees who are not managerial personnel and whose salary level falls below a certain threshold, which shall be determined by the Company in consideration of its operational status and industry characteristics. However, this threshold shall be subject to the wage level defined for entry-level employees under the “Regulations Governing the Deduction of Salary Increases for SME Employees” of MOEA. The scope of entry-level employees shall be approved by resolution of the Board of Directors and be subject to regular review for necessary adjustments. It shall also be incorporated into the Company’s internal control system.
(Excerpt Below) (Excerpt above)
"Entry-level employees" refers to full-time employees who are not managerial personnel and whose salary level falls below a certain threshold, which shall be determined by the Company in consideration of its operational status and industry characteristics. However, this threshold must not be lower than the wage level defined for entry-level employees under the “Regulations Governing the Deduction of Salary Increases for SME Employees.” The scope of entry-level employees shall be approved by resolution of the Board of Directors and be subject to regular review for necessary adjustments. It shall also be incorporated into the Company’s internal control system.
(Excerpt Below) As directed by the competent authority.
Article 27 (Excerpt above)
11th amendment was made on June 25, 2025.
12th amendment was made on June 12, 2026. (Excerpt above)
11th amendment was made on June 25, 2025. Revised to reflect amendment date.

-46-

[Attachment 7]

BRIM BIOTECHNOLOGY, INC.

Comparison Table of Amendments to the Procedures for Acquisition or Disposal of Assets

Amended Article Original Text Explanation
Article 11 Information Disclosure
I. The Company must file a report on the relevant information on the website designated by the Financial Supervisory Commission within two days of the occurrence of any of the following asset acquisitions or disposals, according to its nature and the prescribed format:
(I) – (III): Omitted.
(IV) The acquisition or disposal of equipment or its corresponding right-of-use assets for business use, where the counterparty is not a related party and the transaction amount meets one of the following requirements:
1. For a public company with paid-in capital of less than NT$ 10 billion, the transaction amount reached NT$ 500 million or more.
2. For a public company with paid-in capital of NT$10 billion or more, but less than NT$50 billion, the transaction amount is NT$1 billion or more.
3. For a publicly listed company with paid-in capital of $10 billion or more, the transaction amount is NT$1 billion or more. Article 11 Information Disclosure
I. The Company must file a report on the relevant information on the website designated by the Financial Supervisory Commission within two days of the occurrence of any of the following asset acquisitions or disposals, according to its nature and the prescribed format:
(I) – (III): Omitted.
(IV) The acquisition or disposal of equipment or its corresponding right-of-use assets for business use, where the counterparty is not a related party and the transaction amount meets one of the following requirements:
1. For a public company with paid-in capital of less than NT$ 10 billion, the transaction amount reached NT$ 500 million or more.
2. For public companies with paid-in capital of NT$10 billion or more, transactions of NT$1 billion or more have occurred.
(V) – (VI): Omitted. I. Paragraph 1 of Article 11 remained unchanged.
II. Article 11, Paragraph 1, Subparagraphs 5 and 6 remained unchanged.

Amended Article Original Text Explanation
capital of NT$50 billion or more, the transaction amount reached more than 5% of the company’s paid-in capital. (V) – (VI): Omitted.
Article 15 Effectiveness and Amendments
I. These Regulations were reviewed by the Audit Committee, approved by the Board of Directors, and then submitted to the shareholders’ meeting for approval. The same procedure applies to any amendments.
2. Date established:
June 29, 2020
First revision:
Approved by the Board of Directors on July 28, 2021. Reported to the shareholders’ meeting for approval on August 30, 2021.
2nd revision:
The Audit Committee approved and the Board of Directors passed it on March 23, 2022.
The proposal was submitted to the shareholders' meeting for approval on June 30, 2022.
3rd revision:
The Audit Committee approved and the Board of Directors passed it on March 20, 2023.
The proposal was submitted to the shareholders' meeting for approval on June 12, Article 15 Effectiveness and Amendments
I. These Regulations, after approval by the Board of Directors, were sent to the Audit Committee and submitted to the shareholders’ meeting for approval. The same procedure applied to any amendment.
2. Date established:
June 29, 2020
First revision:
Approved by the Board of Directors on July 28, 2021. Reported to the shareholders’ meeting for approval on August 30, 2021.
2nd revision:
The Audit Committee approved and the Board of Directors passed it on March 23, 2022.
The proposal was submitted to the shareholders' meeting for approval on June 30, 2022.
3rd revision:
The Audit Committee approved and the Board of Directors passed it on March 20, 2023.
The proposal was submitted to the shareholders' meeting for approval on June 12, This revision has been added.

Amended Article Original Text Explanation
2023.
4th amendment:
The Audit Committee approved and the Board of Directors passed it on November 10, 2025.
The proposal was submitted to the shareholders' meeting for approval on June 12, 2026. for approval on June 12, 2023.

~48~


[Attachment 8]

BRIM BIOTECHNOLOGY, INC.

Comparison Table of Amendments to the Rules of Procedure for Shareholders' Meetings

Amended Article Original Text Explanation
Article 6 Operating Procedures
I. Convening and notice of shareholders' meetings
Subparagraphs 1 to 3 (omitted)
The Company shall, 30 days prior to the regular shareholders' meeting or 15 days prior to the extraordinary shareholders' meeting, prepare electronic files including the notice of the shareholders' meeting, proxy forms, relevant approval proposals, discussion proposals, matters concerning the election or release of directors, explanatory materials, the shareholders' meeting procedure manual, and supplementary meeting materials, and transmit them to MOPS. The Company shall also upload the Shareholders' Meeting agenda handbook and supplemental meeting materials in electronic format to MOPS no later than 21 days before an Annual Meeting and 15 days before an Extraordinary Meeting. However, if the Company's paid-in capital reaches NT$10 billion or more as of the end of the most recent fiscal year, or if the aggregate foreign and PRC shareholding as recorded in the shareholders' register reaches or exceeds 30% as of the most recent Annual Meeting, the aforementioned materials must be uploaded at least 30 days prior to the Annual Shareholders' Meeting. The Company shall prepare the meeting proceedings manual and supplementary materials for the Article 6 Operating Procedures
I. Convening and notice of shareholders' meetings
Subparagraphs 1 to 3 (omitted)
For an Annual Shareholders' Meeting, the Company shall, at least 30 days prior to the meeting date, and for an Extraordinary Shareholders' Meeting, at least 15 days prior, upload an electronic file of the meeting notice, proxy forms, and explanatory materials related to all recognition items, discussion items, and director election or dismissal matters to the Market Observation Post System (MOPS). The Company shall also upload the Shareholders' Meeting agenda handbook and supplemental meeting materials in electronic format to MOPS no later than 21 days before an Annual Meeting and 15 days before an Extraordinary Meeting. However, if the Company's paid-in capital reaches NT$10 billion or more as of the end of the most recent fiscal year, or if the aggregate foreign and PRC shareholding as recorded in the shareholders' register reaches or exceeds 30% as of the most recent Annual Meeting, the aforementioned materials must be uploaded at least 30 days prior to the Annual Shareholders' Meeting. The Company shall prepare the meeting proceedings manual and supplementary materials for the In accordance with the amendments to paragraph 4 of Article 6 of the "Regulations Governing the Preparation and Conduct of Shareholders' Meetings of Public Companies".
The requirement to disclose materials such as the shareholder meeting handbook has been expanded to apply to all companies listed on the Taiwan Stock Exchange and the Taipei Exchange, effective 30 days prior to the annual shareholders' meeting.
I. The shareholders' meeting includes proposals for the election of directors where the number of candidates exceeds the number of seats available, a

Amended Article Original Text Explanation
shareholders' meeting 15 days prior to the meeting, so that shareholders may request them at any time, and these materials shall be displayed at the Company and the professional shareholding agents appointed by the Company.
(The following is left blank intentionally)
II – XI: (Omitted)
XII. Voting
Subparagraphs 1 to 6 (omitted)
Scrutineers and ballot counters for each resolution shall be appointed by the chairperson; however, scrutineers must be shareholders.
If the shareholders’ meeting includes a proposal for the election of directors with more candidates than available seats, a proposal for the dismissal of a director, or a proposal related to Article 185 or 316 of the Company Act, Article 18, 27, 29, or 35 of the Business Mergers and Acquisitions Act, or Article 24, Paragraph 2, Clause 1, or Article 26, Paragraph 2, Clause 1 of the Financial Holding Company Act, the chairperson should designate a lawyer, accountant, or notary public to serve as a vote monitor.
The person designated by the chairperson as specified in the preceding paragraph may not be responsible for voting procedure-related tasks and shall not serve as a director, manager, or employee of the Company or any of its affiliated companies.
Poll workers must supervise the voting and ballot counting processes and sign the election results tally sheet. Shareholders’ Meeting agenda handbooks and supplemental materials shall be made available at the Company and at the professional shareholder services agent appointed by the Company no later than 15 days prior to the Shareholders’ Meeting, for shareholders to access at any time upon request.
(The following is left blank intentionally)
II – XI: (Omitted)
XII. Voting
Subparagraphs 1 to 6 (omitted)
Scrutineers and ballot counters for each resolution shall be appointed by the chairperson; however, scrutineers must be shareholders.
(The following is left blank intentionally) proposal for the release of directors, or a proposal related to Article 185 and 316 of the Company Act, Articles 18, 27, 29, and 35 of the Business Mergers and Acquisitions Act, or Article 24, paragraph 2, item 1 of the Financial Holding Company Act.
For a proposal as described in Article 26, Paragraph 2, Clause 1, the chairperson should appoint a lawyer, certified public accountant, or notary public to serve as a ballot examiner.
II. With reference to the Malaysia Listing Rules, a new paragraph 9 has been added, stipulating that ballot scrutineers selected by the chairperson under paragraph 8 must be both professionals and independent to avoid disputes. In determining

Amended Article Original Text Explanation
If a scrutineer is designated under Paragraph 8, the minutes of the shareholders’ meeting must state the scrutineer’s name and title.

(The following is left blank intentionally) | | independence, a ballot scrutineer may not participate in matters related to the voting procedure at the general meeting and may not be a director, manager, or employee of the Company or its affiliates.
III. The responsibilities of general and independent vote monitors – supervising the voting and vote counting processes at the shareholders’ meeting and signing the election results table to attest to their accountability – have been specified in the newly added tenth item.
IV. Following the listing rules in Singapore and Hong Kong, the minutes of shareholders’ meetings have included the names of scrutineers to enhance transparency. Accordingly, |

~51~


Amended Article Original Text Explanation
Paragraph 11 was added, requiring independent scrutineers referenced in Paragraph 8 to state their names and titles in the minutes.
Article 9 Effectiveness and Amendments
I. These Rules shall be implemented after approval by the shareholders' meeting, and the same shall apply to any amendments.
II. Date of Establishment: These Procedures were established on August 30, 2021.
First Amendment: Reported to and approved by the shareholders' meeting on June 15, 2022.
Second Amendment: Reported to and approved by the shareholders' meeting on June 27, 2024.
Third Amendment: Reported to and approved by the shareholders' meeting on June 12, 2026. Article 9 Effectiveness and Amendments
I. These Rules shall be implemented after approval by the shareholders' meeting, and the same shall apply to any amendments.
II. Date of Establishment: These Procedures were established on August 30, 2021.
First Amendment: Reported to and approved by the shareholders' meeting on June 15, 2022.
Second Amendment: Reported to and approved by the shareholders' meeting on June 27, 2024. This revision has been added.

~52~


[Attachment 9]

BRIM BIOTECHNOLOGY, INC.

List of Directors and Independent Director Candidates

Serial number Account Number Name National identification number Number of shares held Main education and experience Notes
1 Lee, John-See P10***91 0 Ph.D., Illinois Institute of Technology
M.B.A., University of Chicago, USA
Harvard Business School
Advanced Management Program
Current role
Independent Director, BRIM BIOTECHNOLOGY, INC.
Chairperson, Personal Genomics Taiwan, Inc.
Chairperson, CrackerBio, Inc.
Chairperson, Pharus Taiwan, Inc.
Director, TAIWAN HOPAX CHEMS.MFG.CO.,LTD.
Independent Director of Taikang Biotechnology Co., Ltd.
Director of Baili Biotechnology Venture Capital Co., Ltd.
Experience
President, Industrial Technology Research Institute
Chairperson, Precision Medicine Industry Association of Taiwan.
Chairperson, Taiwan Bio Industry Organization.
Chairperson, Development Center for Biotechnology Former Director, ITRI
Chemical Industry Research Laboratories
Principal Investigator, Argonne National Laboratory
Senior Manager, Johnson & Johnson Pharmaceuticals Ltd.
Chairperson, Monte Jade Science and Technology Association (Taiwan)
Director, Taiwan Semiconductor Manufacturing Co., Ltd. Candidates of Independent Directors

| 2 | | Kuo, Chung-Ming | R12***81 | 0 | National Taiwan University
EMBA Accounting Division
National Taipei University
Accounting Department
Current role
Independent Director, BRIM
BIOTECHNOLOGY, INC.
Independent Director, China
Bills Finance Corporation
Independent Director, XAVi
Technologies Corporation
Independent Director, ELITE
MATERIAL CO., LTD.
Supervisor, CommonWealth
Magazine Co., Ltd.
Supervisor, Common Life
Publishing Co., Ltd.
Supervisor,
SCREENWORKS ASIA
LTD.
Supervisor, TUNG HUA
BOOK CO., LTD.
Supervisor, NEW MOON
EDUCATION CO., LTD
Supervisor, Taiwan Kaiming
Book Co., Ltd.
Supervisor, SeeMi
Supervisor, CommonWealth
Education Media and Publishing
Experience
Deputy Managing Partner and Lead Partner for High Net Worth Family Enterprises,
PricewaterhouseCoopers
Taiwan
Chief Operating Officer, Tax & Legal Services Division,
PricewaterhouseCoopers
Taiwan
President, National Taipei University Accounting Department Alumni Association
Director, Taiwan Provincial Certified Public Accountants Association
Independent Director, XAVi Technologies Corporation
Professor, Tunghai University Executive Management Graduate Program
Associate Professor, National Taipei University Accounting Department Part-time Master's Program | Candidates of Independent Directors |
| --- | --- | --- | --- | --- | --- | --- |

~54~


| 3 | | Cheng, Shou-Chen | A1251 | 0 | LL.B., National Chung Hsing University
EMBA Program (studied),
National Chengchi University
Current role
Attorney, Tsar and Tsai Law Firm
Independent Director, BRIM
BIOTECHNOLOGY, INC.
Director, Taiwan M&A and Private Equity Council
Supervisor, ACAMS Taiwan Chapter
Supervisor, Tungnan University
Independent Director,
St.Shine Optical Co.,Ltd.
Independent Director,
Highpoint Service Network Corporation
Director, CTBC Venture Capital Co., Ltd. | Candidates of Independent Directors |
| --- | --- | --- | --- | --- | --- | --- |
| 4 | 2657 | Lin, Chyun | C12
36 | 930,000 | MBA, University of Chicago
Current role
Chairperson, BRIM
BIOTECHNOLOGY, INC.
Chairperson, TaiRx, Inc.
Chairperson, NUWA Biomedical INC.
Chairperson, Affinity Capital
Independent Director, Fubon Life Insurance Co., Ltd.
Independent Director,
Acerpure Inc.
Director, An-Li-Shih-Jung Pharmaceutical Co., Ltd.
Director, Compass Biological Information Co., Ltd.
Experience
Chairperson, LOTUS PHARMACEUTICAL CO., LTD.
Chief Strategy Officer,
Phihong/Bytech Group
President of Macquarie Capital, Greater China Group CFO, KBP Group
General Manager, JP Morgan Securities | Director Candidates |
| 5 | 4429 | Shyu, Wen-Chyi | K20***42 | 340,000 | PhD, University of Connecticut
Current role
President, BRIM
BIOTECHNOLOGY, INC.
Director, TaiRx, Inc.
Director, Ascendo | Director Candidates |

~55~


Biotechnology, Inc. (British Cayman Islands) Director, Compass Biological Information Co., Ltd. Experience Vice President, Global Drug Metabolism and Pharmacokinetics, Takeda Pharmaceutical Company Limited Senior Director, BCT Group
6 16 Kuo, Mei-Hui M22***26 296,189 M.S., Plant Pathology, Department of Plant Pathology & Microbiology, National Taiwan University Current role COO, BRIM BIOTECHNOLOGY, INC. Director, Compass Biological Information Co., Ltd. Experience Acting President, Chief Operating Officer, Head of Clinical Research, and General Manager of the US Subsidiary, Biotech Inc. Deputy Executive Director and Head of the Executive Office, Biotechnology Development Center, Biotech Foundation Director Candidates
7 Chang, Chen-Wu El2***70 0 MBA, University of Chicago Bachelor of Business Administration, National Taiwan University Current role Independent Director, AnnJi Pharmaceutical Co., Ltd. Chairperson, TaiRx, Inc. Director, Willjet Biomedical Co., Ltd. Independent Director, Bionime Corporation Independent Director of Taijing Pharmaceutical R&D Holding Co., Ltd. Experience Senior Vice President, Asia Pacific, Middle East & Africa, Hui-Ling Pharmaceutical President of Novartis Asia Director Candidates
8 Edward Yung Do Way A10***52 0 MBA, University of Georgia, USA Current role Director, Iron Force Industrial Co., Ltd. Director Candidates

~56~


~57~

| | | | | | Independent Director, San Fu Chemical Co., Ltd.
Independent Director, Far Eastern New Century Corporation
Chairman, Yungchin Enterprise Co., Ltd.
Experience Audit Senior Manager, Deloitte Taiwan
Independent Directors of Cathay Financial Holdings Director, Vanguard International Semiconductor Corporation
Director, MiTAC Holdings Corporation | |
| --- | --- | --- | --- | --- | --- | --- |
| 9 | 2656 | Affinity Health Fund One, L.P | 42***03 | 12,000,000 | BRIM BIOTECHNOLOGY, INC. | Director Candidates |


[Attachment 10]

BRIM BIOTECHNOLOGY, INC.

Release of Non-Competition Restrictions for the New Directors

Serial number Name Main education and experience Notes
1 Lee, John-See Current role
Independent Director, BRIM BIOTECHNOLOGY, INC.
Chairperson, Personal Genomics Taiwan, Inc.
Chairperson, CrackerBio, Inc.
Chairperson, Pharus Taiwan, Inc.
Director, TAIWAN HOPAX CHEMS.MFG.CO.,LTD.
Independent Director of Taikang Biotechnology Co., Ltd.
Director of Baili Biotechnology Venture Capital Co., Ltd. Candidates of Independent Directors
2 Kuo, Chung-Ming Current role
Independent Director, BRIM BIOTECHNOLOGY, INC.
Independent Director, China Bills Finance Corporation
Independent Director, XAVi Technologies Corporation
Independent Director, ELITE MATERIAL CO., LTD.
Supervisor, CommonWealth Magazine Co., Ltd.
Supervisor, Common Life Publishing Co., Ltd.
Supervisor, SCREENWORKS ASIA LTD.
Supervisor, TUNG HUA BOOK CO., LTD.
Supervisor, NEW MOON EDUCATION CO., LTD
Supervisor, Taiwan Kaiming Book Co., Ltd.
Supervisor, SeeMi
Supervisor, CommonWealth Education Media and Publishing Candidates of Independent Directors
3 Cheng, Shou-Chen Current role
Attorney, Tsar and Tsai Law Firm
Independent Director, BRIM BIOTECHNOLOGY, INC.
Director, Taiwan M&A and Private Equity Council
Supervisor, ACAMS Taiwan Chapter
Supervisor, Tungnan University
Independent Director, St.Shine Optical Co.,Ltd.
Independent Director, Highpoint Service Network Corporation
Director, CTBC Venture Capital Co., Ltd. Candidates of Independent Directors
4 Lin, Chyun Current role
Chairperson, BRIM BIOTECHNOLOGY, INC.
Chairperson, TaiRx, Inc.
Chairperson, NUWA Biomedical INC.
Chairperson, Affinity Capital
Independent Director, Fubon Life Insurance Co., Ltd.
Independent Director, Acerpure Inc.
Director, An-Li-Shih-Jung Pharmaceutical Co., Ltd.
Director, Compass Biological Information Co., Ltd. Director
Candidates
5 Shyu, Wen-Chyi Current role
President, BRIM BIOTECHNOLOGY, INC.
Director, TaiRx, Inc.
Director, Ascendo Biotechnology, Inc. (British Cayman Director
Candidates

| | | Islands)
Director, Compass Biological Information Co., Ltd.
SAB Consultant, Ascendo Biotechnology, Inc. (British Cayman Islands)
SAB Consultant, GenomeFrontier Therapeutics, INC.
SAB Consultant, Anbogen Therapeutics Consultant, Wells Therapeutics Inc. | |
| --- | --- | --- | --- |
| 6 | Kuo, Mei-Hui | Current role
COO, BRIM BIOTECHNOLOGY, INC.
Director, Compass Biological Information Co., Ltd. | Director
Candidates |
| 7 | Chang, Chen-Wu | Current role
Independent Director, AnnJi Pharmaceutical Co., Ltd.
Chairperson, TaiRx, Inc.
Director, Willjet Biomedical Co., Ltd.
Independent Director, Bionime Corporation
Independent Director of Taijing Pharmaceutical R&D Holding Co., Ltd. | Director
Candidates |
| 8 | Edward Yung Do Way | Current role
Director, Iron Force Industrial Co., Ltd.
Independent Director, San Fu Chemical Co., Ltd.
Independent Director, Far Eastern New Century Corporation
Chairman, Yungchin Enterprise Co., Ltd. | Director
Candidates |
| 9 | Affinity Health Fund One, L.P | BRIM BIOTECHNOLOGY, INC. | Director
Candidates |

~59~


[Appendix 1]

Articles of Incorporation of BRIM Biotechnology, Inc. (Pre-Amendment Version)

Chapter 1 General Provisions

Article 1: The Company is organised as a company limited by shares in accordance with the Company Act of the Republic of China (Taiwan), and is named BRIM Biotechnology, Inc.

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

  1. IG01010 Biotechnology Services
  2. IG02010 Research and Development Services
  3. I103060 Management Consulting Services
  4. F401010 International Trade
  5. F108021 Western Pharmaceutical Wholesale
  6. ZZ99999 All business activities not prohibited or restricted by law, except those requiring special approval

Article 3: The Company may provide external endorsements and guarantees in accordance with its "Procedures for Endorsements and Guarantees."

Article 4: For operational needs, the Company may invest in other enterprises and is exempt from the restriction under Article 13 of the Company Act, allowing total investments to exceed 40% of paid-in capital.

Article 5: The Company is headquartered in Taipei City. Suject to a resolution of the Board of Directors, branch offices may be established at appropriate locations domestically or internationally as necessary.

Article 6: The Company's public announcements shall be made in accordance with the Company Act and other applicable laws and regulations.

Chapter 2 Shares

Article 7: The Company's total authorised capital was NT$3 billion, divided into 300 million shares, each with a par value of NT$10. The Board of Directors was authorised to issue the shares in tranches based on actual needs.

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A portion of the authorized capital is reserved for the issuance of employee stock options. The number of shares to be issued under such options shall comply with the limits set forth in Article 60-8 of the “Regulations Governing the Offering and Issuance of Securities by Issuers” (hereinafter the “Issuance Regulations”). The employee stock options, with each unit having a par value of NT$10, may be issued in tranches as authorized by the Board of Directors.

Pursuant to Article 267 of the Company Act, the recipients of newly issued shares reserved for employees, employee stock option certificates, restricted employee shares, and treasury shares repurchased for transfer to employees may include employees of controlled or subordinate companies who meet specific criteria established by the Board of Directors.

If the Company issues employee stock options at a subscription price below the market value (i.e., net asset value per share), such issuance must comply with Article 56-1 of the “Regulations Governing the Offering and Issuance of Securities by Issuers” and shall be subject to approval by a resolution of the Shareholders’ Meeting.

Article 8: No changes to entries in the shareholders' register shall be made during the 60 days preceding the Annual Shareholders’ Meeting, 30 days preceding a Special Shareholders’ Meeting, or 5 days prior to the record date for distribution of dividends, bonuses, or other benefits as determined by the Company.

All Company shares shall be in registered form and shall be issued with the signature or seal of the director representing the Company and duly certified in accordance with the law.

Pursuant to applicable regulations, the Company may issue shares without printing physical share certificates, provided such shares are registered with a central securities depository.

Unless otherwise provided by law, all matters relating to shareholder services shall be handled in accordance with the regulations set by the competent authority.

Chapter 3 Shareholders' Meeting

Article 9: Shareholders’ meetings are classified into Regular Meetings and Extraordinary Meetings. A Regular Meeting shall be convened at least once per year and held within six months after the end of each fiscal year, and shall be convened by the Board of Directors in accordance with the law. Extraordinary Meetings shall be


convened as necessary in accordance with legal procedures.

Unless otherwise provided by the Company Act, all shareholders’ meetings shall be convened by the Board of Directors. Notices of shareholders’ meetings may be delivered electronically with the consent of the recipient.

For shareholders holding fewer than 1,000 registered shares, such meeting notices may be given by public announcement.

Shareholders’ meetings may be held via video conferencing or other methods publicly announced by the competent central authority.

Article 10: If a shareholder is unable to attend a shareholders’ meeting in person, they may appoint a proxy by completing the proxy form issued by the Company, clearly stating the scope of authorization, and signing or affixing their seal. Proxy attendance shall be governed by Article 177 of the Company Act and the “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies” promulgated by the competent authority.

Article 11: Unless otherwise provided by law, each shareholder of the Company shall have one voting right per share. However, shares with restricted voting rights or shares for which voting rights are excluded under Article 179 of the Company Act shall not be subject to this provision.

In accordance with the regulations of the competent authority, shareholders may also exercise their voting rights electronically. All related matters shall be handled in accordance with applicable laws and regulations.

Article 11-1: The Chairman of the Board shall preside over the shareholders’ meetings. If the Chairman is on leave or otherwise unable to exercise their duties, the Vice Chairman shall act as substitute in accordance with Article 208 of the Company Act. If the Vice Chairman is also on leave or unable to act, the Chairman shall appoint another director to act as the meeting chair. If the Chairman does not appoint a proxy, the attending directors shall mutually elect one among them to act as chair.

Article 12: Resolutions at shareholders’ meetings, unless otherwise stipulated by the Company Act, shall require the attendance of shareholders representing more than half of the total issued shares and the approval of a majority of the voting rights of the attending shareholders. Shareholders exercising their voting rights in writing or electronically shall be deemed present in person. However, such shareholders shall be deemed to have waived their rights with respect to any ad hoc motions or amendments to original proposals raised at the meeting. All related procedures shall be handled in accordance with applicable laws and

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regulations.

Article 13: Resolutions adopted at shareholders' meetings shall be recorded in meeting minutes, which shall be signed or sealed by the chairperson and distributed to all shareholders within twenty days after the meeting. The preparation and distribution of the meeting minutes may be conducted electronically. Distribution of the meeting minutes may be effected by means of a public announcement on the Market Observation Post System (MOPS).

If the Company intends to terminate its status as a public company, it shall proceed in accordance with the relevant provisions of the Company Act.

Article 14: If the Company has only one corporate shareholder, all powers of the shareholders' meeting shall be exercised by the Board of Directors, and the provisions in these Articles of Incorporation relating to shareholders' meetings shall not apply.

Chapter 4 Board of Directors

Article 15: A notice stating the purpose of the meeting shall be given to all directors at least seven days in advance when convening a meeting of the Board of Directors. In case of emergency, a meeting may be convened at any time.

The aforementioned notice may be given electronically.

Article 16: The Company shall have between five and nine directors, each serving a term of three years. Directors shall be elected by the shareholders from among persons with legal capacity and may be re-elected. Among the total number of directors, there shall be no fewer than three independent directors, and such number shall not be less than one-fifth of the total number of directors.

The election of all directors, including independent directors, shall be conducted in accordance with the candidate nomination system prescribed under Article 192-1 of the Company Act and Article 26-3 of the Securities and Exchange Act. Shareholders shall elect directors from the list of nominated candidates. All matters relating to the qualifications, shareholding requirements, restrictions on concurrent positions, nomination procedures, and selection of independent directors shall be governed by the relevant provisions of the Company Act and the Securities and Exchange Act.

In accordance with the Securities and Exchange Act, the Company shall establish an Audit Committee, which shall be composed entirely of independent directors.

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The Audit Committee, or its members, shall perform the supervisory functions stipulated for supervisors under the Company Act, the Securities and Exchange Act, and other applicable laws and regulations. Matters concerning the number, term of office, powers, and meeting rules of the Audit Committee shall be separately governed by the Audit Committee Charter. The Board of Directors may also establish other functional committees as necessary, with their respective organizational rules to be formulated by the Board.

Article 17: The Board of Directors shall be composed of all directors. The Chairman of the Board shall be elected by a majority vote of the directors present at a meeting attended by at least two-thirds of the total number of directors. A Vice Chairman may also be elected if deemed necessary. The Chairman shall represent the Company externally.

Article 18: Board meetings shall be chaired by the Chairman. If the Chairman is on leave or unable to exercise their duties, a proxy shall act in accordance with Article 208 of the Company Act. However, the first meeting of each new Board term shall be convened and chaired by the director who received the highest number of votes cast by shareholders at the election.

Article 19: A director may appoint another director as proxy to attend a Board meeting on their behalf by issuing a written proxy for each instance, clearly stating the scope of authorization. Each director may act as proxy for only one other director. If the Board meeting is held via video conferencing, directors participating via video shall be deemed to have attended in person.

Article 20:

Article 21: The remuneration of directors shall be determined by the Board of Directors with reference to the level of participation and contribution of each director to the Company's operations, as well as prevailing standards in the industry. The Company may, during a director's term of office, purchase liability insurance on their behalf for compensation liabilities arising from the scope of their official duties in accordance with the law.

Article 22: Resolutions of the Board of Directors, unless otherwise provided by the Company Act, shall require the attendance of more than half of the directors and the approval of a majority of those present.

Chapter 5 Managerial Officers

Article 23: The Company may appoint managerial officers. The appointment, dismissal, and


remuneration of managerial officers shall be handled in accordance with Article 29 of the Company Act.

Chapter 6 Accounting

Article 24: At the end of each fiscal year, the Board of Directors shall prepare and submit the following documents to the Annual Shareholders’ Meeting for approval in accordance with the law: (1) Business Report (2) Financial Statements (3) Proposal for Earnings Distribution or Loss Offset.

Article 25: If the Company records profit for the year, the Board of Directors shall allocate 2% to 10% of the profits as employee remuneration and no more than 5% as directors’ remuneration. However, if the Company has accumulated losses, such losses shall be offset first. Employee remuneration may be distributed in cash or shares. Eligible recipients may include employees of controlled or subordinate companies who meet specific criteria, as determined by the Board of Directors. Director remuneration shall be distributed in the form of cash.

Article 25-1: If there is a net profit after the Company’s annual final accounts, the profit shall first be used to pay taxes and offset accumulated losses. Thereafter, 10% shall be allocated to the legal reserve; however, this requirement shall not apply once the legal reserve equals the Company’s total paid-in capital. The Board of Directors shall resolve to allocate no less than 3% of the aforementioned employee remuneration specifically to entry-level employees, which may be distributed in cash or shares, and reported at the Shareholders’ Meeting. Eligible recipients of employee remuneration include employees of controlled or subordinate companies who meet certain criteria as determined by the Board of Directors. After making appropriations or reversals of special reserve in accordance with applicable laws and regulations, any remaining earnings may be allocated as shareholders dividends pursuant to a distribution proposal prepared by the Board of Directors and approved at the shareholders’ meeting.

"Entry-level employees" refers to full-time employees who are not managerial personnel and whose salary level falls below a certain threshold, which shall be determined by the Company in consideration of its operational status and industry characteristics. However, this threshold must not be lower than the wage level defined for entry-level employees under the “Regulations Governing the Deduction of Salary Increases for SME Employees.” The scope of entry-level employees shall be approved by resolution of the Board of Directors and be subject to regular review for

~65~


necessary adjustments. It shall also be incorporated into the Company's internal control system.

The Company's dividend policy is designed to align with current and future development plans, taking into account investment conditions, capital requirements, and both domestic and international competitive factors, while also safeguarding shareholder interests. Distributable earnings may be retained in part or distributed as cash dividends, stock dividends, or a combination of both. The cash portion of dividends shall not be less than 10% of the total amount of dividends distributed to shareholders, with the remainder issued as stock dividends.

Chapter 7 Supplementary Provisions

Article 26: Any matters not provided for in these Articles shall be governed by the Company Act and relevant laws and regulations.

Article 27: These Articles of Incorporation were established on July 18, 2013.

The first amendment was made on October 29, 2013.

The second amendment was made on March 7, 2014.

The third amendment was made on June 25, 2015.

The fourth amendment was made on December 7, 2015.

The fifth amendment was made on June 27, 2017.

The sixth amendment was made on June 27, 2018.

The seventh amendment was made on April 22, 2019.

The eighth amendment was made on November 22, 2021.

The ninth amendment was made on March 15, 2022.

Tenth amendment was made on June 15, 2022.

11th amendment was made on June 25, 2025.

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[Appendix 2]

BRIM BIOTECHNOLOGY, INC.

Shareholders’ Meeting Rules of Procedure (Pre-amendment)

Article 1 Purpose

To establish sound corporate governance practices for the Shareholders’ Meeting of the Company, enhance supervisory functions, and strengthen management mechanisms, these Rules are adopted in accordance with Article 5 of the “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies” for compliance.

Article 2 Scope of Application

Unless otherwise stipulated by applicable laws or the Company’s Articles of Incorporation, the proceedings of the Shareholders’ Meeting shall be conducted in accordance with these Rules.

Article 3 Reference Materials

These Rules refer to the sample “Rules of Procedure for Shareholders’ Meetings of $\circ \circ$ Co., Ltd.” as provided in the Securities and Futures Bureau’s Legal Interpretation Inquiry System.

Article 4 Definitions

None.

Article 5 Responsibilities

Stock affairs unit: Responsible for handling matters related to the Shareholders’ Meeting, including public announcements and regulatory filings.

Article 6 Operating Procedures

I. Convening and notice of shareholders' meetings

Unless otherwise provided by applicable laws and regulations, Shareholders' Meetings of the Company shall be convened by the Board of Directors.

In the event the Company convenes a virtual Shareholders' Meeting, it shall be explicitly stipulated in the Articles of Incorporation and resolved by the Board of Directors, except as otherwise required under the Regulations Governing the Administration of Shareholder

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Services of Public Companies. A virtual Shareholders’ Meeting shall be approved by a resolution with at least two-thirds of the directors present and a majority vote of the attending directors.

Any change to the method of convening a Shareholders’ Meeting must be approved by a Board resolution and shall be made no later than the date the meeting notice is dispatched. For an Annual Shareholders’ Meeting, the Company shall, at least 30 days prior to the meeting date, and for an Extraordinary Shareholders’ Meeting, at least 15 days prior, upload an electronic file of the meeting notice, proxy forms, and explanatory materials related to all recognition items, discussion items, and director election or dismissal matters to the Market Observation Post System (MOPS). The Company shall also upload the Shareholders’ Meeting agenda handbook and supplemental meeting materials in electronic format to MOPS no later than 21 days before an Annual Meeting and 15 days before an Extraordinary Meeting. However, if the Company’s paid-in capital reaches NT$10 billion or more as of the end of the most recent fiscal year, or if the aggregate foreign and PRC shareholding as recorded in the shareholders’ register reaches or exceeds 30% as of the most recent Annual Meeting, the aforementioned materials must be uploaded at least 30 days prior to the Annual Shareholders’ Meeting. Shareholders’ Meeting agenda handbooks and supplemental materials shall be made available at the Company and at the professional shareholder services agent appointed by the Company no later than 15 days prior to the Shareholders’ Meeting, for shareholders to access at any time upon request.

On the day of the Shareholders’ Meeting, the aforementioned agenda handbook and supplemental materials shall be provided to shareholders by the following methods:

(I) For physical Shareholders’ Meetings, the materials shall be distributed onsite at the meeting venue.

(II) For hybrid Shareholders’ Meetings (with video conferencing assistance), the materials shall be both distributed onsite and transmitted electronically to the virtual meeting platform.

(III) For fully virtual Shareholders’ Meetings, the materials shall be transmitted electronically to the virtual meeting platform.

Meeting notices and public announcements shall specify the reasons for convening. Where the addressee has consented, such notices may be delivered electronically.

Items such as the election or dismissal of directors, amendments to the Articles of Incorporation, capital reduction, application for termination of public offering status, approval of director non-competition, capitalization of earnings or legal reserves, company dissolution, mergers, demergers, or matters under Article 185, Paragraph 1 of

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the Company Act, as well as matters under Articles 26-1 and 43-6 of the Securities and Exchange Act and Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Issuers, must be explicitly stated in the meeting notice with a summary of their key contents and shall not be proposed as extemporaneous motions.

If the notice of a Shareholders’ Meeting specifies that a full re-election of directors will take place and includes the effective date of appointment, that date shall not be modified during the same meeting by extemporaneous motions or any other means after the election is completed.

A shareholder holding 1% or more of the total issued shares may submit one proposal for inclusion in the agenda of the Annual Shareholders’ Meeting. If more than one proposal is submitted, none shall be included in the agenda. If a shareholder’s proposal falls under any of the circumstances specified in Article 172-1, Paragraph 4 of the Company Act, the Board of Directors may exclude it from the meeting agenda. Shareholders may also submit non-binding proposals that encourage the Company to enhance public interest or fulfill its corporate social responsibility. Such proposals are also limited to one per shareholder and must comply with the procedural requirements under Article 172-1 of the Company Act. Proposals exceeding this limit shall not be included in the agenda.

Prior to the book closure date for the Annual Shareholders’ Meeting, the Company shall publicly announce the details for accepting shareholder proposals, including the means of submission (written or electronic), the designated submission location, and the submission period. The acceptance period shall not be fewer than ten days.

Shareholder proposals shall be limited to 300 words. Proposals exceeding this word limit shall not be included in the meeting agenda. The proposing shareholder must attend the Annual Shareholders’ Meeting in person or appoint a proxy to attend and participate in the discussion of the proposal.

The Company shall inform the proposing shareholder of the outcome of their proposal prior to the issuance of the Shareholders’ Meeting notice. Proposals that meet the requirements set forth in this Article shall be included in the meeting notice. For proposals that are not included, the Board of Directors shall explain the reasons for exclusion at the Shareholders’ Meeting.

II. Proxy Attendance and Authorization

For each Shareholders’ Meeting, shareholders may issue a proxy form prepared by the Company, specifying the scope of authorization and designating a proxy to attend the meeting.

Each shareholder may issue only one proxy form and appoint only one proxy. The proxy form must be delivered to the Company no later than five days before the meeting. In the

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case of multiple proxy submissions, the earliest one received shall prevail, unless a later submission expressly revokes the earlier one.

Once the proxy form has been delivered to the Company, if a shareholder intends to attend the Shareholders’ Meeting in person or to exercise voting rights in writing or electronically, the shareholder must notify the Company in writing to revoke the proxy no later than two days before the meeting. If the revocation is not made by the deadline, the proxy shall exercise the voting rights as originally authorized.

If, after submitting the proxy form, a shareholder wishes to attend the Shareholders’ Meeting via video conferencing, the shareholder must notify the Company in writing to revoke the proxy no later than two days before the meeting. If the revocation is not made by the deadline, the proxy shall retain the right to vote as originally authorized.

III. Location and Time of the Meeting

The Shareholders’ Meeting shall be convened at the Company’s registered location or at a venue that is convenient for shareholders and suitable for holding the meeting. The meeting shall not begin earlier than 9:00 a.m. or later than 3:00 p.m. The selection of the meeting venue and time shall fully consider the opinions of the independent directors.

In the case of a virtual Shareholders’ Meeting, the restriction on physical location does not apply.

IV. Shareholder attendance registrations

The Company shall specify in the meeting notice the check-in time, check-in location, and other relevant instructions for shareholders, solicitors, and proxy agents (collectively referred to as “shareholders”).

The check-in process shall begin at least 30 minutes prior to the commencement of the meeting. The check-in location must be clearly marked, and appropriately trained personnel must be assigned to manage the process. For virtual Shareholders’ Meetings, check-in shall also begin at least 30 minutes before the meeting via the online meeting platform. Shareholders who complete the virtual check-in process shall be deemed to have attended the meeting in person.

Shareholders must present an attendance certificate, sign-in card, or other valid identification for entry. The Company shall not require any additional documentation beyond these specified forms. Solicitors holding proxy forms must also present valid identification for verification purposes.

The Company shall provide a sign-in book for attending shareholders to sign, or accept the submission of sign-in cards in lieu of a signature.

Meeting materials, including the agenda handbook, annual report, attendance certificate, speaking request form, ballot, and any other relevant documents, shall be distributed to

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shareholders upon check-in. If the meeting involves director elections, ballots for voting shall also be provided.

If the shareholder is a government agency or a legal entity, more than one representative may attend the Shareholders’ Meeting. However, if a legal entity attends the meeting as a proxy, it may appoint only one representative to participate.

For Shareholders’ Meetings convened via video conferencing, shareholders intending to participate virtually must register with the Company no later than two days prior to the meeting date.

When a Shareholders’ Meeting is held virtually, the Company shall upload the agenda handbook, annual report, and other relevant materials to the virtual meeting platform at least 30 minutes before the meeting begins and shall ensure continuous availability until the meeting concludes.

V. Required Items in the Notice for Virtual Shareholders’ Meetings

When convening a virtual Shareholders’ Meeting, the Company must specify the following in the meeting notice:

(I) The method for shareholders to participate in the video conference and exercise their rights.

(II) Contingency measures in the event of technical disruptions caused by natural disasters, incidents, or other force majeure events affecting the virtual meeting platform or video participation. Such measures must include, at minimum, the following:

  1. The time at which the meeting will be postponed or resumed if the aforementioned disruption cannot be resolved, and the rescheduled date for the postponed or resumed meeting.

  2. Shareholders who did not register for virtual participation in the original Shareholders’ Meeting shall not be permitted to attend the postponed or resumed meeting.

  3. For hybrid Shareholders’ Meetings, if the virtual component cannot continue and, after deducting the number of shares represented by virtual participants, the remaining shares still constitute a quorum as required by law, the Shareholders’ Meeting shall proceed. The shares represented by virtual participants shall be counted toward the total number of shares represented at the meeting, and such shareholders shall be deemed to have waived their rights on all matters of that meeting.

  4. If all meeting resolutions have been announced and no ad hoc motions are to be presented, the procedures for handling such a situation shall be specified.

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(III) When convening a virtual Shareholders’ Meeting, the notice shall also describe appropriate alternative arrangements available for shareholders who encounter difficulties in participating via video conferencing. Except as otherwise provided under Article 44-9, Paragraph 6 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall provide shareholders with access to connection equipment and necessary assistance, and shall specify the application period and other relevant matters that shareholders should take note of.

VI. Meeting Chairperson and Attendees

Where a Shareholders’ Meeting is convened by the Board of Directors, the Chairperson of the meeting shall be the Chairperson of the Board. If the Chairperson is on leave or unable to exercise their duties for any reason, the Vice Chairperson shall act as proxy. If the Vice Chairperson is also on leave or unable to act, the Chairperson shall appoint one Managing Director to act as proxy; where there is no Managing Director, a Director shall be designated. If the Chairperson does not appoint a proxy, the Managing Directors or Directors shall elect one among themselves to act as the Chairperson.

If the Chairperson is to be represented by a Managing Director or Director as described above, the appointee must have served in their position for at least six months and be familiar with the Company’s financial and operational status. If the Chairperson is the representative of a corporate Director, the same requirements shall apply.

For Shareholders’ Meetings convened by the Board of Directors, it is recommended that the Chairperson personally preside over the meeting. A majority of the Board members should attend in person, and at least one member from each functional committee should attend as a representative. Attendance shall be recorded in the minutes of the Shareholders’ Meeting.

Where the Shareholders’ Meeting is convened by a party other than the Board of Directors, the convener shall act as the Chairperson. If there are multiple conveners, they shall elect one among themselves to preside.

The Company may designate its appointed attorneys, accountants, or relevant personnel to attend the Shareholders’ Meeting.

VII. Comprehensive Audio and Video Recording

The Company shall conduct continuous, uninterrupted audio and video recording starting from the shareholder check-in process through the entirety of the meeting proceedings, including voting and vote counting.

The audio-visual records from the preceding paragraph shall be retained for at least one year. However, if a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the relevant records shall be retained until the conclusion of the litigation.

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For Shareholders' Meetings held via video conferencing, the Company shall record and retain all data related to shareholder registration, log-in, check-in, questions, voting, and the Company's vote counting results, and shall ensure continuous, uninterrupted audio and video recording of the entire virtual meeting.

Such records, including all audio and video files, shall be properly maintained for the duration of the required retention period and shall also be provided to any third party entrusted with handling the video conferencing operations for safekeeping.

For virtual Shareholders' Meetings, it is recommended that the Company also record the operation of the virtual meeting platform's back-end interface.

VIII. Determination of Meeting Quorum

Attendance at the Shareholders' Meeting shall be calculated based on the number of shares represented. The total number of shares in attendance shall be determined by summing the number of shares recorded in the sign-in book or submitted sign-in cards, the number of shares checked in via the virtual meeting platform, and those for which voting rights are exercised in writing or electronically.

Once the scheduled meeting time has arrived, the Chairperson shall call the meeting to order and simultaneously announce information including the number of shares with no voting rights and the number of shares represented in attendance.

If shareholders representing a majority of the total issued shares are not present, the Chairperson may announce a postponement of the meeting, with a maximum of two postponements allowed. The total postponement time shall not exceed one hour. If, after two postponements, the number of shares represented still does not meet one-third of the total issued shares, the Chairperson shall declare the meeting adjourned. For meetings held via video conferencing, the Company shall additionally announce the adjournment on the virtual meeting platform.

If, after two postponements, shareholders representing at least one-third of the total issued shares are present, a provisional resolution may be adopted in accordance with Article 175, Paragraph 1 of the Company Act. The Company shall notify all shareholders of the provisional resolution and convene another Shareholders' Meeting within one month. For virtual meetings, shareholders intending to participate via video conferencing shall re-register with the Company in accordance with Article 6, Paragraph 4.

If, prior to the conclusion of the meeting, the number of shares represented reaches a majority of the total issued shares, the Chairperson may resubmit any provisional resolution for formal vote by the Shareholders' Meeting in accordance with Article 174 of the Company Act.

IX. Discussion of Proposals

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Where the Shareholders' Meeting is convened by the Board of Directors, the meeting agenda shall be determined by the Board. All proposals, including extemporaneous motions and amendments to original proposals, shall be voted on individually. The meeting shall proceed according to the scheduled agenda and may not be altered without a resolution of the Shareholders' Meeting.

Where the meeting is convened by a person other than the Board of Directors, the provisions of the preceding paragraph shall apply mutatis mutandis.

Before the conclusion of the meeting, including the handling of ad hoc motions, the Chairperson shall not adjourn the meeting without a resolution. If the Chairperson violates procedural rules and declares the meeting adjourned, the other members of the Board shall promptly assist the attending shareholders in lawfully electing a substitute Chairperson by majority vote of the voting rights represented at the meeting, and the meeting shall continue.

The Chairperson shall provide sufficient explanation and opportunity for discussion on each proposal, amendment, or extemporaneous motion raised by shareholders. Once the Chairperson determines that discussion has been sufficient, they may declare the end of discussion, call the matter to a vote, and allow adequate time for voting.

X. Shareholder Remarks

Before speaking, attending shareholders must complete a request-to-speak form indicating the subject of their remarks, shareholder account number (or attendance certificate number), and account name. The Chairperson shall determine the order of speakers.

Shareholders who submit a request-to-speak form but do not actually speak shall be deemed to have forfeited their opportunity to speak. In the event of discrepancies between the content of the remarks and what is written on the request-to-speak form, the actual spoken content shall prevail.

For each proposal, shareholders may speak no more than twice unless otherwise permitted by the Chairperson, and each statement shall not exceed five minutes. If a shareholder's remarks violate these rules or deviate from the topic, the Chairperson may terminate the statement.

While a shareholder is speaking, other shareholders may not interrupt unless they have obtained consent from both the Chairperson and the speaking shareholder. The Chairperson shall stop any shareholder who violates this rule.

If a corporate shareholder appoints more than one representative to attend the meeting, only one representative may speak on each proposal.

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After a shareholder’s remarks, the Chairperson may personally respond or designate relevant personnel to provide a reply.

For Shareholders’ Meetings conducted via video conferencing, shareholders participating virtually may submit questions in text form via the virtual meeting platform from the announcement of the meeting’s commencement until its adjournment. Each shareholder may ask no more than two questions per proposal, with each question limited to 200 words. The provisions in Subparagraphs 1 through 5 do not apply to virtual participants.

If a question submitted in accordance with the preceding paragraph does not violate the rules or deviate from the scope of the proposal, it is recommended that the question be disclosed on the virtual Shareholders’ Meeting platform for general reference.

XI. Voting Rights Calculation and Conflict of Interest Recusal

Voting at the Shareholders’ Meeting shall be based on the number of shares held.

In the calculation of resolutions, shares held by shareholders without voting rights shall be excluded from the total number of issued shares.

Shareholders who have a personal interest in any matter on the agenda that may conflict with or harm the interests of the Company shall abstain from voting on that matter and may not act as a proxy to vote on behalf of other shareholders.

Shares for which voting rights may not be exercised under the preceding paragraph shall not be counted toward the total number of voting rights of shareholders present.

Except for trust enterprises or shareholder services agents approved by the securities regulatory authority, no person may act as proxy for more than one shareholder if the total number of voting rights represented exceeds 3% of the total issued shares. Any excess shall not be counted.

XII. Voting

Each shareholder is entitled to one vote per share, except in cases where voting rights are restricted or where Article 179, Paragraph 2 of the Company Act applies.

When convening a shareholders' meeting, the Company shall allow shareholders to exercise their voting rights by electronic means and may also permit voting by written correspondence. The method for exercising such voting rights shall be clearly stated in the notice of meeting. Shareholders who exercise their voting rights by written or electronic means shall be deemed to have attended the meeting in person. However, such shareholders shall be deemed to have waived their voting rights with respect to any extemporaneous motions or amendments to original proposals raised during the meeting. Accordingly, the Company shall refrain from proposing such motions or amendments.

Shareholders electing to vote by written or electronic means must ensure that their declarations of intent are received by the Company no later than two days prior to the

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meeting date. In the event of duplicate submissions, the one received first shall prevail. Statements declaring the withdrawal of a prior declaration shall not be subject to this limitation.

If a shareholder has exercised voting rights by written correspondence or electronic means but subsequently intends to attend the shareholders' meeting in person or via video conferencing, the shareholder must revoke their prior voting instructions using the same method no later than two days before the meeting date. If the revocation is submitted after the deadline, the previously exercised written or electronic vote shall prevail. If a shareholder exercises voting rights by written or electronic means and also authorizes a proxy to attend the meeting, the vote cast by the authorized proxy at the meeting shall take precedence.

Unless otherwise stipulated by the Company Act or the Articles of Incorporation, resolutions shall be adopted by a majority of the voting rights exercised by shareholders present at the meeting. During voting, the chairperson or a designated person shall first announce the total number of voting rights represented by shareholders in attendance for each proposal. Voting shall then proceed on a proposal-by-proposal basis. The results of each proposal—approvals, objections, and abstentions—shall be entered into the Market Observation Post System (MOPS) on the same day as the shareholders' meeting.

When an original motion has an amendment or a substitute motion, the Chairperson shall determine and announce the order of voting for the original and alternative proposals. If one of the proposals is approved, the remaining proposals shall be deemed rejected without further voting.

Scrutineers and ballot counters for each resolution shall be appointed by the chairperson; however, scrutineers must be shareholders.

The vote counting process for resolutions or elections at shareholders' meetings shall be conducted publicly at the meeting venue and the results—including the tally of voting rights—shall be announced immediately upon completion and recorded in the meeting minutes.

For shareholders' meetings convened via video conferencing, shareholders participating through the virtual platform must cast their votes on each resolution and election item through the video conferencing system after the chairperson announces the commencement of the meeting. Voting must be completed before the chairperson announces the close of voting; any votes cast thereafter shall be deemed abstentions.

In shareholders' meetings conducted entirely by video conferencing, a single round of vote counting shall take place after the chairperson announces the end of voting, followed by the announcement of the voting and election results.

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When the Company holds a physical shareholders’ meeting supplemented by video conferencing, shareholders who have registered to attend via video in accordance with Article 6, Paragraph 4 and subsequently wish to attend the physical meeting in person must cancel their registration using the same method no later than two days before the meeting date. Late cancellations shall result in participation being limited to video conferencing only.

Shareholders who have exercised voting rights by written correspondence or electronic means and have not withdrawn such instructions but also attend the meeting via video conferencing shall not be allowed to vote again, propose amendments, or vote on amendments to the original proposals, except in the case of extemporaneous motions.

XIII. Election of Directors

When the shareholders' meeting includes the election of directors, such elections shall be conducted in accordance with the Company’s established election procedures. The results of the election, including the names and vote counts of elected directors as well as the names and vote counts of non-elected candidates, shall be announced on site.

The ballots for such elections shall be sealed and signed by the scrutineers and properly kept for a minimum of one year. However, if a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the relevant records shall be retained until the conclusion of the litigation.

XIV. Preparation and Retention of Meeting Minutes

Resolutions adopted at shareholders’ meetings shall be recorded in meeting minutes, which shall be signed or sealed by the chairperson and distributed to all shareholders within twenty days after the meeting. The preparation and distribution of the meeting minutes may be conducted electronically.

The Company may distribute the minutes by publishing them on the Market Observation Post System (MOPS).

The minutes must accurately document the date, venue, chairperson’s name, resolution methods, key points of the proceedings, and voting results (including the tally of voting rights). In the event of director elections, the number of votes received by each candidate shall also be disclosed. The minutes shall be permanently retained for the duration of the Company’s existence.

For shareholders’ meetings convened via video conferencing, in addition to the required content specified in the preceding paragraph, the meeting minutes shall also include the start and end time of the meeting, the method of convening, the names of the chairperson and the minute taker, as well as the contingency measures and actual handling procedures

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in the event of disruptions to the video conferencing platform or to shareholders' participation due to natural disasters, emergencies, or other force majeure events.

In addition to the above, when the Company holds a shareholders' meeting via video conferencing, the meeting minutes must also specify any alternative measures provided to shareholders who experience difficulties participating through the video conferencing system.

XV. Information Disclosure

The number of shares solicited by solicitors, the number of shares represented by proxy agents, and the number of shares represented by shareholders attending via written or electronic means shall be compiled by the Company into a statistical table in the prescribed format and clearly disclosed at the meeting venue on the day of the shareholders' meeting. For meetings held via video conferencing, the Company shall upload the aforementioned data to the video conferencing platform at least 30 minutes prior to the start of the meeting and maintain the disclosure until the meeting concludes.

When convening a shareholders' meeting by video conferencing, the total number of shares represented by attending shareholders shall be announced on the video conferencing platform at the time the meeting is called to order. If any updated tallies of represented shares or voting rights are compiled during the meeting, such figures shall also be disclosed in the same manner.

If any resolutions adopted at the shareholders' meeting involve matters classified as material information under applicable laws or the regulations of the Taiwan Stock Exchange Corporation (or the Taipei Exchange, operated by the GreTai Securities Market), the Company shall transmit the relevant information to the Market Observation Post System (MOPS) within the prescribed time period.

XVI. Disclosure of Video Conference Proceedings

For shareholders' meetings convened via video conferencing, the Company shall immediately disclose the voting results of all resolutions and the results of any elections on the virtual meeting platform following the conclusion of voting. This information shall remain disclosed for at least fifteen minutes after the chairperson announces the adjournment of the meeting.

XVII. Location of the Chairperson and Minute Taker in Video Conferences

When the Company convenes a shareholders' meeting by video conferencing, the chairperson and the minute taker must be physically present at the same location within Taiwan. The chairperson shall announce the address of that location at the commencement of the meeting.

XVIII. Handling of Disruptions

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For shareholders' meetings held via video conferencing, the Company may provide shareholders with a simple connectivity test prior to the meeting and shall offer real-time support before and during the meeting to assist in resolving any technical communication issues.

For shareholders' meetings convened via video conferencing, the chairperson shall, at the time of announcing the commencement of the meeting, also declare that—except under circumstances specified in Paragraph 4, Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies where postponement or continuation of the meeting is not required—if a disruption occurs to the video conferencing platform or virtual participation due to natural disasters, emergencies, or other force majeure events and the disruption persists for more than 30 minutes before the chairperson announces adjournment, the meeting shall be postponed or continued on another date within five days. In such cases, the provisions of Article 182 of the Company Act shall not apply.

Shareholders who did not register to attend the original shareholders' meeting via video conferencing shall not be permitted to participate in the postponed or continued session.

In accordance with the second paragraph, if a meeting is postponed or continued, shareholders who have registered to participate via video conference and completed check-in for the original shareholders' meeting, but do not participate in the postponed or continued meeting, shall have their attendance shares, exercised voting rights, and election rights from the original shareholders' meeting counted toward the total number of shares, voting rights, and election rights of shareholders present at the postponed or continued meeting.

When a shareholders' meeting is postponed or continued pursuant to the second paragraph, proposals for which voting and counting have been completed, and for which voting results or lists of elected directors have been announced, need not be discussed and resolved again.

When the Company convenes a video-assisted shareholders' meeting and experiences circumstances under the second paragraph where the video conference cannot continue, if the total attendance shares excluding those of shareholders participating by video conference still reaches the legal quorum for shareholders' meetings, the meeting shall proceed without postponement or continuation as specified in the second paragraph.

In the event that the meeting continues as described in the preceding paragraph, shareholders participating in the shareholders' meeting by video conference shall have their attendance shares counted toward the total shares of attending shareholders;

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however, they shall be deemed to have abstained from voting on all proposals at that shareholders' meeting.

When the Company postpones or continues a meeting in accordance with the second paragraph, it shall handle the relevant preliminary procedures according to the original shareholders' meeting date and respective provisions as listed in Article 44-20, Paragraph 7 of the Regulations Governing the Administration of Shareholder Services of Public Companies.

Regarding the periods specified in the latter part of Article 12 and Article 13, Paragraph 3 of the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, and Article 44-5, Paragraph 2, Article 44-15, and Article 44-17, Paragraph 1 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall proceed according to the date of the shareholders' meeting that is postponed or continued in accordance with the second paragraph.

XIX. Addressing Digital Divide Issues

When the Company convenes a video shareholders' meeting, it shall provide appropriate alternative measures for shareholders who have difficulty attending the shareholders' meeting via video conference. Except as otherwise provided under Article 44-9, Paragraph 6 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall provide shareholders with access to connection equipment and necessary assistance, and shall specify the application period and other relevant matters that shareholders should take note of.

XX. Meeting Venue Order

Personnel handling affairs of the shareholders' meeting shall wear identification cards or armbands.

The chairperson may direct proctors or security personnel to help maintain order at the meeting venue. When proctors or security personnel assist in maintaining order at the venue, they shall wear armbands or identification cards bearing the word "Proctor."

When the meeting venue is equipped with sound amplification equipment, the chairperson may stop shareholders who speak using equipment not provided by the Company.

If shareholders violate the meeting rules, disregard the chairperson's corrections, and disrupt the meeting's progress despite being asked to stop, the chairperson may direct proctors or security personnel to request that they leave the venue.

XXI. Meeting Recesses and Suspensions

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During the meeting, the chairperson may announce recesses at appropriate times. In case of force majeure events, the chairperson may rule to temporarily suspend the meeting and announce the time to resume the meeting as circumstances warrant.

If the meeting venue cannot continue to be used before the agenda (including extemporaneous motions) is concluded, the shareholders' meeting may resolve to find another venue to continue the meeting.

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

Article 7 Matters of attention

I. Matters not stipulated in these Rules shall be handled in accordance with the Securities and Exchange Act, the Company Act, other relevant laws and regulations, and the Articles of Incorporation of the Company.

Article 8 Related Documents and Forms

I. Notice of Shareholders' Meeting
II. Shareholders' Meeting Handbook
III. Shareholders' Meeting Minutes

Article 9 Effectiveness and Amendments

I. These Rules shall be implemented after approval by the shareholders' meeting, and the same shall apply to any amendments.
II. Date of Establishment: These Procedures were established on August 30, 2021.

First Amendment adopted on March 15, 2022.

First Amendment: Reported to and approved by the shareholders' meeting on June 15, 2022.

Second Amendment: Reported to and approved by the shareholders' meeting on June 27, 2024.

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[Appendix 3]

BRIM BIOTECHNOLOGY, INC.
Rules of Procedure for Board Meetings

Article 1. Purpose

To establish a sound governance system for the Company's Board of Directors, enhance supervisory functions, and strengthen management capabilities, these Rules are established in accordance with Article 2 of the "Regulations Governing Procedure for Board of Directors Meetings of Public Companies" for compliance.

Article 2. Scope of application

The rules of procedure for the Company's Board of Directors meetings, including main agenda items, operating procedures, required contents of meeting minutes, announcements, and other matters to be followed, shall be handled in accordance with these Rules.

Article 3. Reference Materials

  1. Regulations Governing Procedure for Board of Directors Meetings of Public Companies (Laws and Regulations)
  2. Securities and Futures Bureau Legal Interpretation Query System - Reference Example of "○○ Corporation Board of Directors Meeting Rules of Procedure"

Article 4. Definitions of terms

None

Article 5. Responsibilities

Board Secretary: Responsible for assisting with the operation of the Board of Directors and drafting related meeting content.

Article 6. Operating Procedures

I. Board Meeting Convocation and Meeting Notice

The Board of Directors shall meet at least once every quarter.

The convocation of a Board meeting shall state the reasons and be notified to each director seven days in advance. In case of emergency, a meeting may be convened at any

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time.

With the consent of the recipient, the notice of the preceding paragraph may be given by electronic means.

The matters listed in Subparagraph 1, Paragraph 10 of Article 6 of these Rules shall be specified in the notice of convocation and may not be proposed as an extemporaneous motion.

II. Meeting Administrative Unit and Meeting Materials

The designated administrative unit for the Company's Board meetings is the Board Secretary.

The administrative unit shall draft the content of Board meetings and provide sufficient meeting materials, which shall be sent together with the notice of convocation.

If a director considers the meeting materials insufficient, they may request the administrative unit to provide additional information. If a director considers the proposal materials insufficient, they may, by resolution of the Board, postpone the deliberation of such proposal.

III. Signature Book and Other Documents and Directors' Appointment of Proxies

When convening a Board meeting, a signature book shall be provided for attending directors to sign in for reference.

Directors shall attend Board meetings in person. If they cannot attend in person, they may appoint another director as proxy in accordance with the Company's Articles of Incorporation. Directors participating via video conference shall be deemed as attending in person.

When a director appoints another director as proxy to attend a Board meeting, they shall issue a proxy form for each instance and specify the scope of authorization with respect to the reasons for convening the meeting.

The proxy in the second paragraph is limited to accepting a mandate from one person

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only.

IV. Principles for Board Meeting Location and Time

The location and time of the Company's Board meetings shall be at the Company's registered office and during business hours, or at a location and time convenient for directors to attend and suitable for holding Board meetings.

V. Board Meeting Chairperson

When the Company's Board meeting is convened by the chairperson of the Board, the meeting shall be chaired by the chairperson. However, for the first Board meeting of each newly elected Board of Directors, the meeting shall be convened and chaired by the director who received the most votes at the shareholders' meeting. When there are two or more directors with convening rights, they shall select one person from among themselves to chair the meeting.

When a Board meeting is convened by a majority of directors on their own initiative in accordance with Paragraph 4, Article 203 or Paragraph 3, Article 203-1 of the Company Act, the directors shall elect one person from among themselves to chair the meeting. When the chairperson is on leave or unable to exercise powers for any reason, the vice chairperson shall act on the chairperson's behalf. If there is no vice chairperson or the vice chairperson is also on leave or unable to exercise powers, the chairperson shall appoint one of the managing directors to act on their behalf; if no managing directors have been appointed, a director shall be appointed. If the chairperson has not appointed a proxy, the managing directors or directors shall select one person from among themselves to act on the chairperson's behalf.

VI. Reference Materials, Attendees, and Convening of Board Meetings

When convening a Board meeting, the management department (or the unit designated by the Board) shall prepare relevant materials for directors to consult at any time during the meeting.

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When convening a Board meeting, relevant personnel from departments or subsidiaries may be notified to attend the meeting depending on the content of the proposals.

When necessary, certified public accountants, attorneys, or other professionals may also be invited to attend the meeting and provide explanations. However, they shall leave during discussion and voting.

The chairperson shall call the meeting to order when the scheduled meeting time has arrived and over half of the directors are present.

If the scheduled meeting time has arrived but half of all directors are not present, the chairperson may announce a postponement of the meeting on the same day, with the number of postponements limited to two times. If the quorum is still not met after two postponements, the chairperson shall reconvene the meeting following the procedures prescribed in Subparagraph 2, Paragraph 1, Article 6.

The term "all directors" as used in these Rules refers to directors actually in office.

VII. Audio or Video Recording of Board Meetings as Evidence

The entire process of a Board meeting shall be recorded in audio or video format and kept for at least five years. The recordings may be stored by electronic means.

If litigation arises regarding any matter resolved by the Board before the end of the retention period in the preceding paragraph, the relevant audio or video recordings shall continue to be retained until the conclusion of the litigation.

For meetings conducted via video conference, the video and audio recordings shall form part of the meeting minutes and shall be properly preserved for the duration of the Company's existence.

VIII. Meeting Content

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

(一) Reports

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  1. Minutes of the previous meeting and implementation status
  2. Important Financial and Business reports.
  3. Internal audit operations reports
  4. Other important reports

(二) Discussions:
1. Items for discussion carried forward from the previous meeting.
2. Items scheduled for discussion at this meeting.

(三) Extemporaneous motions.

IX. Board Meeting Procedures

The Board of Directors shall proceed according to the agenda specified in the meeting notice. However, the agenda may be changed with the approval of a majority of the attending directors.

The chairperson shall not adjourn the meeting without the consent of a majority of the attending directors.

During the Board meeting, if the number of directors present falls below a majority of attending directors, upon the proposal of any director present, the chairperson shall suspend the meeting and the provisions of Article 6, Paragraph 6, Subparagraph 5 shall apply mutatis mutandis.

If the chairperson is unable to continue presiding over the meeting for any reason or adjourns the meeting without following Paragraph 2, the selection of an acting chairperson shall follow the provisions of Article 6, Paragraph 5, Subparagraph 3.

X. Discussion Items

The following matters shall be submitted to the Company's Board of Directors for discussion:
1. The Company's Business plan.
2. Annual financial reports and second quarter financial reports that require certification

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by a certified public accountant.

  1. Establishment or amendment of the internal control system and assessment of the effectiveness of the internal control system in accordance with Article 14-1 of the Securities and Exchange Act (hereinafter referred to as the "SEA").

  2. Establishment or amendment of procedures for significant financial or business activities, including acquisition or disposal of assets, derivatives transactions, loans to others, and endorsements or guarantees for others in accordance with Article 36-1 of the SEA.

  3. Public offering, issuance, or private placement of equity-type securities.

  4. Election or dismissal of the Chairman of the Board when there are no managing directors established by the Board.

  5. Appointment or dismissal of financial, accounting, or internal audit officers.

  6. Donations to related parties or significant donations to non-related parties. However, public interest donations for emergency relief due to major natural disasters may be submitted for ratification at the next Board meeting.

  7. Other matters specified in Article 14-3 of the SEA, other matters that shall be resolved by the shareholders' meeting or the Board of Directors pursuant to laws, regulations, or the Articles of Incorporation, or other material matters required by the competent authority.

The term "related party" in Subparagraph 7 of the preceding paragraph refers to related parties as defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers; the term "significant donation to a non-related party" refers to any individual donation or accumulated donations to the same recipient within one year that amounts to NT$100 million or more, or reaches 1% of the net operating revenue in the most recent year's financial statements certified by a certified public accountant, or 5% of the paid-in capital. (For foreign companies with no-par-value shares or shares with a par

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value other than NT$10, the amount related to 5% of paid-in capital shall be calculated as 2.5% of shareholders' equity.)

The term "within one year" in the preceding paragraph refers to the one-year period calculated retroactively from the date of the current Board meeting, excluding amounts that have already been approved by the Board of Directors.

At least one independent director shall attend the Board meeting in person; for matters that require Board resolutions in Paragraph 1, all independent directors shall attend the Board meeting; if an independent director cannot attend in person, they shall appoint another independent director to attend as their proxy. If an independent director has objections or reservations, they shall be recorded in the Board meeting minutes; if an independent director cannot attend the Board meeting in person to express objections or reservations, they shall issue a written opinion in advance unless there is a legitimate reason not to do so, and the opinion shall be recorded in the Board meeting minutes.

XI. Voting [I]

When the chairperson deems that discussion of a Board meeting proposal has reached a stage where it can be put to a vote, the chairperson may announce the end of discussion and call for a vote.

When a proposal is put to a vote at the Company's Board meeting, if no objection is voiced by any director present after solicitation by the chairperson, the proposal shall be deemed passed. If objection is voiced after solicitation by the chairperson, the proposal shall be put to a vote.

The method of voting shall be determined by the chairperson from among the following options, provided that when an attendee has an objection, the chairperson shall seek the opinion of the majority to determine the method:

(I) Show of hands or voting device.
(II) Roll call vote.

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(III) Ballot vote.
(IV) Any other method selected by the Company.

The term "all directors present" in the preceding two paragraphs does not include directors who are not permitted to exercise voting rights pursuant to Paragraph 13, Article 6.

XII. Voting [II] and Monitoring and Counting Methods

Resolutions at the Company's Board meetings shall, unless otherwise provided for in the SEA or the Company Act, be adopted by a majority of the directors present, who shall constitute more than half of all directors.

When an original motion has an amendment or a substitute motion, the Chairperson shall determine and announce the order of voting for the original and alternative proposals. However, if one proposal has been passed, other proposals shall be deemed rejected without the need for further voting.

If there is a need to appoint a person to monitor and count the votes for a proposal, the chairperson shall make such appointment; however, the person monitoring the votes shall be a director.

The voting results shall be reported on the spot and recorded.

XIII. Director Recusal Due to Conflicts of Interest

A director who has a personal interest or represents a legal entity with an interest in any matter under discussion at a Board meeting shall explain the essential contents of such interest at the respective Board meeting. If such interest may be prejudicial to the Company's interests, the director shall not participate in the discussion or voting on that matter, shall recuse themselves during the discussion and voting, and shall not exercise voting rights on behalf of other directors.

The spouse of a director, blood relatives within the second degree of kinship, or companies having a controlling or subordinate relationship with the director shall be

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deemed to have a personal interest in matters under discussion if they have an interest in such matters.

For directors who are not permitted to exercise voting rights in the resolution of the Company's Board of Directors, Article 206, Paragraph 4 of the Company Act, which applies mutatis mutandis to Article 180, Paragraph 2 of the Company Act, shall be followed.

XIV. Meeting Minutes and Signature Matters

The proceedings of the Company's Board meetings shall be recorded in minutes, which shall accurately document the following items:

(I) Session (or year) and time and place of the meeting.

(II) Name of the chairperson.

(III) Attendance status of directors, including the names and number of directors present, on leave, and absent.

(IV) Names and titles of those in attendance.

(V) Name of the minutes taker.

(VI) Report items.

(VII) Discussion items: The method and result of resolution for each proposal, summaries of comments made by directors, experts and other personnel, names of directors who have interests as referred to in Paragraph 1 of the preceding Article, explanations of the important contents of the interests, reasons for recusal or non-recusal, recusal status, objections or reservations with records or written statements, and written opinions issued by independent directors in accordance with Article 6, Paragraph 10, Subparagraph 4.

(VIII) Extemporaneous motions: Name of the proposer, the method and result of resolution for each proposal, summaries of comments made by directors, experts and other personnel, names of directors who have interests as referred to in

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Paragraph 1 of the preceding item, explanations of the important contents of the interests, reasons for recusal or non-recusal, recusal status, and objections or reservations with records or written statements.

(IX) Other matters that should be recorded.

XV. Information Disclosure

For Board resolutions involving any of the following circumstances, in addition to being recorded in the minutes, a public announcement and filing shall be made on the information disclosure website designated by the Financial Supervisory Commission within two days from the date of the Board meeting:

I. An independent director has objections or reservations with records or written statements.

II. A matter that has not been approved by the Company's Audit Committee but has been approved by more than two-thirds of all directors.

XVI. Custody and Distribution of Board Meeting Minutes

The attendance book forms part of the minutes of the Board meeting and shall be properly preserved during the existence of the Company.

The minutes shall be signed or sealed by the chairperson and the minutes taker, and shall be distributed to each director within twenty days after the meeting. The minutes shall be classified as important files of the Company and properly preserved during the existence of the Company.

The production and distribution of the minutes referred to in Article 6, Paragraph 14 may be made in electronic form.

XVII. Authorization Principles of the Board of Directors

Except for matters that shall be submitted to the Company's Board of Directors for discussion in accordance with Article 6, Paragraph 10, when the Board of Directors authorizes others to exercise the powers of the Board of Directors in accordance with

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laws, regulations, or the Company's Articles of Incorporation, the level, content, or matters of such authorization shall be specific and clear, and shall be stipulated in the "Authorization Approval Management Regulations."

Article 7. Matters of Attention

Matters not covered in these Rules of Procedure shall be handled in accordance with the Company Act, the Securities and Exchange Act, other relevant laws and regulations, and the Company's Articles of Incorporation.

Article 8. Related Documents and Forms

I. Board Meeting Convening Notice
II. Board Meeting Attendance Sheet
III. Board Meeting Minutes

Article 9. Effectiveness and Amendment

I. The establishment of these Rules of Procedure shall be approved by the Company's Board of Directors and reported to the shareholders' meeting. Future amendments are authorized to be resolved by the Board of Directors.
II. Date of establishment: These Rules were established on March 23, 2020, by Board resolution and reported to the shareholders' meeting on June 29, 2020.

First Amendment adopted on July 28, 2021.

Second amendment: January 25, 2022.

Third amendment: March 20, 2023.

Fourth amendment: March 28, 2024.


[Appendix 4]

BRIM BIOTECHNOLOGY, INC.

Summary of Individual and Aggregate Shareholding of Directors

I. The Company's paid-in capital is NT$1,330,190,000, with 133,019,000 shares issued.
II. In accordance with Article 26 of the Securities and Exchange Act, the total number of registered shares held by all directors of the Company shall not be less than 10,641,520 shares.
III. The details of individual and total shareholdings of directors as recorded in the shareholders' register as of the book closure date for this Annual Shareholders' Meeting are as follows:

As of the book closure date for this year's Annual Shareholders' Meeting: April 14, 2026

Title Name Number of shares held (shares) Shareholding ratio (%)
Chairperson Lin, Chyun 930,000 0.70
Directors Affinity Health Fund One, L.P 12,000,000 9.02
Directors Isaiah Capital LLC. 204,676 0.15
Directors CIDC Consultants Inc. 1,000 0.00
Directors Tseng, Hui-Chin 98,589 0.07
Independent Director Lee, John-See 0 0.00
Independent Director Kuo, Chung-Ming 0 0.00
Independent Director Cheng, Shou-Chen 0 0.00
Total Shares Held by All Directors 13,234,265 9.94