COPLUS - AGM Information 2026 | FinancialReports.eu

Stock Code `：` 2254

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COPLUS INC.

2026 Shareholders' Meeting

Meeting Handbook

Date of Shareholders' Meeting: 10:30 am, May 27, 2026 Shareholders' Meeting Venue: Head Office (No. 50, Keji 2nd Rd., Annan Dist., Tainan City)

I. Call to order

II. Meeting Agenda

(1)	Reported matters ............................................................................... 5
(2)	Matters of recognition ...................................................................... 6
(3)	Discussion Matters ........................................................................... 7
(4)	Election Matters ................................................................................ 7
(5)	Extemporary Motion ......................................................................... 9
III. Attachment
(1)	Attachment (1) 2025 Business Report ............................................ 11
(2)	Attachment (2) Independent Auditor's Report and 2025 parent
	company only financial statements ................................................ 15
(3)	Attachment (3) Independent Auditor's Report and 2025
	Consolidated Financial Statements ................................................. 24
(4)	Attachment (4) 2025 Audit Committee's Review Report .............. 33
(5)	Attachment (5) 2025 Deficit Compensation Statement.......................................34
(6)	Attachment (6) Comparison Table of Amendments of Procedures
	for Acquiring or Disposing of Assets ............................................. 35
(7)	Attachment (7) List of candidates for independent directors ......... 45
IV. Appendix
(1)	Appendix (1) Articles of Incorporation .......................................... 47
(2)	Appendix (2) Rules of Procedure for Shareholders' Meetings ....... 53
(3)	Appendix (3) Procedures for Election of Directors ........................ 68
(4)	Appendix (4) Original Provision of Procedures for Acquiring or
	Disposing of Assets ........................................................................ 70
(5)	Appendix (5) Shareholding of Directors ........................................ 89

I. Call to order

II. Meeting Agenda

COPLUS INC. AND SUBSIDIARIES

2026 General Shareholders' Meeting Agenda

Convening method: Shareholders' meeting assisted by video (the physical shareholders' meeting will be convened with the help of video).

Video conference platform: Taiwan Depository & Clearing Corporation

(URL: https://stockservices.tdcc.com.tw)

Time: 10:30 a.m., May 27, 2025

Location: Head Office (No. 50, Keji 2nd Rd., Annan Dist., Tainan City)

Chairman: Chairman Po-Hua Wu

(1) Chairman's speech
(2) Reported Matters
(a) The Company's 2025 business report
(b) The Company's 2025 business report
(3) Matters of recognition
(a) The Company's 2025 financial statements and business report
(b) Proposal for making up deficits of the Company in 2025
(4) Discussions and Matters

Proposal for partial amendments to the Company’s Procedures for Acquisition or Disposal of Assets

(5) Election Matters

By-election of one independent director

(6) Extemporary Motions
(7) Adjournment

Reported matters

Case 1:

Cause of motion: 2025 Business Report

Description: For the Company's 2025 business report, please refer to p.11-14 of this handbook (Attachment 1).

Case 2:

Cause of motion: Audit Committee's review report on 2025 final accounts

Description: Please refer to p.33 (Attachment 4) of this Handbook for the Company's 2025 Audit Committee's Review Report.

Matters of recognition

Case 1: (proposed by the board of directors)

Cause of motion: The Company's 2025 Financial Statements and Business Report for ratification.

Description: 1. The Company's 2025 parent company only financial statements, consolidated financial statements and business report have been completed.
The parent company only and consolidated financial statements referred to above have been audited by CPA Su Yen-da and CPA Hsu Chen-Lung of KPMG.
For the parent company only and consolidated financial statements, business report and CPAs' audit report, please refer to p.11-32 (Attachment 1 to 3) of this Handbook.

Resolution:

Case 2: (proposed by the board of directors)

Cause of motion: The Company's proposal for making up deficits for 2025 is proposed for recognition.
Description: 1. The Company's net loss after tax for 2025 was NT$ 53,391,438, which was added to the accumulated deficit at the beginning of the period to NT$ 0, and the capital surplus - additional paid-in capital of NT$ 53,391,438 was used to make up for the loss. The total loss to be compensated at the end of the period was NT$0.
For the 2025 deficit compensation statement, please refer to p.34 of this handbook (Attachment 5).

Resolution:

Discussion matters

(Proposed by the board of directors)

Cause of motion: Proposal for partial amendments to the Company’s Procedures for Acquisition or Disposal of Assets.

Description: To comply with applicable laws and regulations and to meet the Company’s operational needs, it is proposed to amend the Company’s Procedures for Acquisition or Disposal of Assets. Please refer to p.3644 (Attachment 6) of this handbook for the comparison table of the revised provisions.

Resolution:

Election matters

(Proposed by the board of directors)

Cause of motion: By-election of one independent director

Description: 1. On January 30, 2026, the Company received a resignation letter from Independent Director Zhuang Wen-Zhong, with the resignation to take effect on May 27, 2026.
1. On August 13, 2025, the Board of Directors resolved to appoint Chairman Wu Po-Hua as Chief Executive Officer. To align with corporate governance principles, and in accordance with Article 4 of the Directions for the Establishment and Exercise of Powers of Boards of Directors of Listed Companies, which requires that the number of independent directors shall be no fewer than four, the Company proposes to elect one additional independent director. The term of office of the newly elected independent director shall be the same as that of the current Board.
The Company adopts a candidate nomination system for independent directors, whereby shareholders shall elect independent directors from among the nominated candidates.

The newly elected independent director shall take office upon election, with a term of office aligned with that of the current Board, from the date of election until January 4, 2029.
The list of independent director candidates has been approved by the Board of Directors on March 10, 2026. Please refer to p.45 (Attachment 7) of this handbook for details.

Election results:

Extemporary Motion

Adjournment

III. Attachment

Attachment (1)

COPLUS Inc. Business Report

I. The Company’s Operating Results for 2025

1. Results of Business Plan Implementation

In 2025, the Company’s consolidated net operating revenue, net loss after tax, and loss per share amounted to NT$477,757 thousand, NT$(53,391) thousand, and NT$(0.84), respectively. Compared with 2024, in which consolidated net operating revenue, net loss after tax, and loss per share were NT$632,839 thousand, NT$(67,491) thousand, and NT$(1.06), respectively, the changes represented decreases of 24.51%, 20.89%, and 20.75%.

The decline in operating revenue was primarily attributable to adjustments in U.S. tariff policies, which resulted in higher applicable tariff rates on Taiwanese exports to the United States. As North America has long been the Company’s principal market, the increase in export costs, coupled with customers’ difficulty in accurately assessing cost structures and weakened consumer demand amid a soft U.S. economic environment, led customers to defer orders to the first quarter of 2026. These deferred orders are expected to be reflected in the Company’s operating performance in 2026, thereby contributing to the decrease in revenue in 2025.

Looking ahead, as U.S. tariff policies toward Taiwan is expected to be clearer in 2026 and potentially provide a relative competitive advantage over other Asian countries. The Company will continue to develop new product categories and technologies in response to market demand. In addition, the Company will enhance product promotion through various advertising platforms and participate in international exhibitions to strengthen brand visibility. By deepening relationships with existing customers while actively securing orders from new customers, the Company aims to achieve improved business performance and operating results.

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2025 2024 Percentage Change
Operating revenue 477,757 632,839 -24.51%
Gross profit from
105,001 166,117 -36.79%
operations
Net Operating Loss (40,541) (76,520) -47.02%
Loss before tax (45,761) (84,869) -46.08%
Net loss for the period (53,391) (67,491) -20.89%
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2. Budget Execution Status

As the Company did not issue financial forecasts for 2025, this item is not applicable.

3. Analysis of Financial Performance and Profitability

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Analysis Items 2025 2024
Financial Liabilities-to-Assets Ratio (%) 49.47% 52.00%
Structure Long-term Capital to Fixed
115.93% 122.72%
Assets Ratio (%)
Return on Assets (ROA) (%) (1.48)% (1.94)%
Profit- Return on Equity (ROE) (%) (4.72)% (6.27)%
ability Pre-tax Net Income to Paid-in
(7.16)% (13.28)%
Capital Ratio (%)
Net Profit Margin (%) (11.18)% (10.66)%
Loss per Share (NT$) (NT$) (0.84) (1.06)
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4. R&D Development Status

(1) R&D development expenses for the most recent two years

Year Research Expense (thousand) Percentage of Net Operating Revenue (%)	Year Research Expense (thousand) Percentage of Net Operating Revenue (%)	Year Research Expense (thousand) Percentage of Net Operating Revenue (%)
2025 67,060 14.04%
2024	99,202	15.68%

(2) R&D Projects:
a. Ongoing development of products for various vehicle categories, including LED headlamps and grilles for commercial trucks
b. Development of intelligent vision assistance systems
c. R&D of smart wheels
d. Development of shock absorbers and intelligent suspension systems
e. Optimization of various fuel cap and radiator cap products
f. Smart home care assistant solutions
g. Development of optical communication technologies and big data-driven interconnected systems

II. Overview of the Company’s Business Plan for 2026

1. Business Strategies

(1) Continuously develop new customers and optimize existing customer relationships to drive the Company’s growth momentum.
(2) Actively secure stable sources of materials and reliable processing partners to support long-term development objectives.
(3) Accelerate R&D of automotive lighting products, shorten time-to-market for new products, improve yield rates, and maintain technological leadership.

(4) Uphold safety as a core objective in developing high-quality, innovative, and practical products, while devote time and effort in the automotive performance and aftermarket sectors to diversify operations.
(5) Strengthen management capabilities and enhance overall employee competencies.
Expected Sales Volume and Basis
(1) Expected sales volume: Sales volume in 2026 is expected to fluctuate in response to global economic conditions and U.S. policy developments.
(2) Basis: Forecasts are based on anticipated demand in both domestic and international markets.
Future Development Strategy

Since establishment, Coplus Inc. has adhered to a proactive yet prudent business approach, continuously recruiting outstanding professionals across various fields to maximize value for shareholders and employees. In addition to emphasizing rapid product development and high manufacturing quality, the Company maintains stable and long-term relationships with existing customers. Through reinvestment and other ways, the Company expands sales channels and diversifies product offerings across categories. These efforts are aimed at achieving stable annual profitability and sustainable growth, with the ultimate goal of delivering optimal returns to shareholders.

Impact of External Competitive, Regulatory, and Macroeconomic Environments

Coplus Inc. has consistently addressed changes in the competitive landscape, regulatory requirements, and the broader macroeconomic environment through a robust and effective internal control system, enabling the Company to navigate economic cycles with stability. Institutionalized management practices form the foundation for sustainable development. In addition, the Company continues to attract and develop talent across multiple disciplines to strengthen human capital, allowing for flexible adjustments to evolving external conditions while advancing toward long-term strategic objectives.

Maintaining a comprehensive supply chain system: Coplus Inc. and its subsidiaries have established an integrated supplier network, providing a high degree of production flexibility. This enables the Company to effectively respond to market demand fluctuations amid economic cycles.
Enhancing research and development capabilities: The Company and its subsidiaries place strong emphasis on product innovation and the cultivation of R&D talent. By continuously strengthening R&D capabilities, improving manufacturing processes and product quality, and actively diversifying product development in line with market trends, the Company is progressing toward higher value-added niche products. This approach also helps mitigate the impact of economic cycles on operations.
Strengthening customer relationships and expanding the customer base: In addition to deepening relationships with existing customers, the Company actively explores new markets. Through the development of new distribution channels and strategic investments, the Company enhances product visibility and reduces operational risks arising from regional economic fluctuations or reliance on individual customers.
Strengthening the Company’s financial structure: In response to global inflation and rising interest rates, the Company and its subsidiaries maintain strong relationships with key banking partners to secure favorable financing terms and reduce interest expenses. The Company also leverages capital market resources when appropriate to further strengthen its financial structure.
Talent development and cultivation: The Company enhances employee training programs, actively develops professional talent, and provides competitive benefits to strengthen employee engagement and cohesion, thereby improving the Company’s ability to respond to changing economic conditions.

Finally, Coplus Inc. would like to express sincere appreciation to all shareholders and dedicated employees for continued support and encouragement. The Company extends its highest respect and gratitude to all.

Wishing all shareholders good health and every success.

Chairman: Po-Hua Wu

Manager: Po-Hua Wu

Accounting Manager: Chun-Han Lin

Attachment (2)

Independent Auditors’ Report

To the Board of Directors of COPLUS Inc.:

Opinions

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

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. The key audit matters that we determined should be communicated in the audit report are as follows:

(1) Revenue recognition

Please refer to Note (4)(o) “Revenue recognition” for accounting policy, and Note (6)(u) “Revenue from contracts with customers” for the relevant disclosures for the revenue recognition to the financial statements.

Description of key audit matter:

The Company is a listed company involving the public interest. Sales revenue is the main indicator for investors to evaluate its operating performance. Therefore, the revenue recognition has been identified as a key audit matter.

The corresponding audit procedures:

Our audit procedures for the above key audit matters include testing the effectiveness of the design and implementation of internal controls on the sales and cash collection operations cycle; performing trend analysis of the revenue from the top ten sales customers, including comparing changes between the current period and the same period last year to assess whether there are any significant unusual transactions; reviewing the sales transactions throughout the year to assess the authenticity of the sales transactions and the accuracy of the revenue recognition amounts; reviewing the sales transactions for a period before and after the end of the year to assess the revenue recognition period accuracy.

(2) Assessment of Fair Value of Investment Properties

Please refer to Note (4)(i) “Investment property” for accounting policy, Note (5)(b) “Investment Property Valuation” for accounting estimates and assumptions uncertainty, and Note (6)(i) “Investment property” for the relevant disclosures for assessment of Fair Value of Investment Properties to the financial statements.

Description of key audit matter:

The Company adopts the fair value model for subsequent measurement of investment properties. The fair value of investment properties is based on real estate appraisal reports from external valuation experts. Since the assessment of fair value involves significant judgment and estimates, the assessment of the fair value of investment properties has been identified as a key audit matter.

The corresponding audit procedures:

Our audit procedures for the above key audit matters include evaluating the professional competence, capabilities, and independence of the external valuation experts appointed by the company; appointing audit personnel valuation experts to review and assess the reasonableness of the selected valuation methods and related assumptions used in the real estate appraisal reports; and evaluating whether the company’s disclosures regarding the assessment of fair value of investment properties are appropriate.

(3) Impairment Assessment of Property, Plant and Equipment

Please refer to Note (4)(m) “Impairment of non-financial assets” for the accounting policy, Note (5)(c) “Impairment Assessment of Property, Plant and Equipment” for accounting estimates and assumptions uncertainty, and Note (6)(g) “Property, plant and equipment” for the relevant disclosures for impairment Assessment of Property, Plant and Equipment to the financial statements. Description of key audit matter:

The Company operates in an industry where business conditions are easily affected by the market environment. The impairment assessment of its property, plant and equipment is based on valuation reports from external valuation experts as the basis for recoverable amounts. Since the assessment of recoverable amounts involves significant judgment and estimates, the impairment assessment of property, plant and equipment has been identified as a key audit matter. The corresponding audit procedures:

Our audit procedures for the above key audit matters include evaluating the professional competence, capabilities, and independence of the external valuation experts appointed by the company; appointing third-party valuation experts to assist in reviewing and assessing the reasonableness of the selected valuation methods and related assumptions used in the valuation reports; and evaluating whether the company management’s disclosures regarding the impairment assessment of property, plant and equipment are appropriate.

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 the Securities Issuers and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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

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

Auditors' Responsibilities for the Audit of the Financial Statements

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

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

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of the investment in other entities accounted for using the equity method to express an opinion on this financial statement. 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 determined those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Yen-Ta Su and Chen-Lung Hsu.

KPMG Taipei, Taiwan (Republic of China) March 10, 2026

COPLUS Inc.

Parent Company Only Balance Sheets December 31, 2025 and 2024

(Expressed in Thousands of New Taiwan Dollars)

			2025.12.31		2024.12.31	2024.12.31				2025.12.31		2024.12.31	2024.12.31
	Assets		Amount	%	Amount	%		Financial liabilities and equity		Amount	%	Amount		%
	Current assets:							Current liabilities:
1100	Cash and cash equivalents (Note (6)(a))	$	72,620	4	135,699	6	2100	Short-term borrowings (Note (6)(k),(7) and (8))	$	357,400	16	250,000		11
1170	Accounts receivable, net (Note (6)(c)(u) and (7))		19,833	1	55,857	2	2130	Current contract liabilities (Note (6)(u))		2,169	-	566		-
1200	Other receivables, net (Note (6)(d) and (7))		543	-	540	-	2150	Notes payable		17	-	43,572		2
1310	Inventory (Note (6)(e))		92,238	4	132,874	6	2170	Accounts payable		15,713	1	25,930		1
1476	Other current financial assets (Note (6)(l) and (8))		2,270	-	-	-	2200	Other payables		29,390	1	41,395		2
1479	Prepayments and other current assets		3,070	-	5,229	-	2250	Provisions Current (Note (6)(e) and (n))		3,996	-	7,396		-
	Total current assets		190,574	9	330,199	14	2280	Current lease liabilities (Note (6)(h) and (m))		1,334	-	1,858		-
	Non-current assets:						2322	Long-term borrowings-current portion (Note (6)(g)(i)(l), (7) and (8))		231,553	11	287,707		12
1520	Non-current financial assets at fair value through other comprehensive income						2399	Other current liabilities		3,493	-	3,965		-
	(Note (6)(b))		2,993	-	3,335	-		Total current liabilities		645,065	29	662,389		28
1550	Investments accounted for using equity method (Note (6)(f))		10,585	1	11,472	1		Non-current liabilities:
1600	Property, plant and equipment (Note (6)(g)(i)(l), (8) and (9))		1,322,245	61	1,432,722	59	2540	Long-term borrowings (Note (6)(g)(i)(l), (7) and (8))		419,947	19	585,452		24
1755	Right-of-use assets (Note (6)(h) and (m))		2,058	-	3,497	-	2570	Deferred tax liabilities (Note (6)(q))		9,699	1	7,216		-
1760	Investment property, net (Note (6)(g)(i)(k)(l) and (8))		500,920	23	485,580	20	2580	Non-current lease liabilities (Note (6)(h) and (m))		768	-	1,701		-
1780	Intangible assets (Note 6(j))		5,976	-	8,475	-	2645	Guarantee deposits received		2,000	-	2,000		-
1840	Deferred tax assets (Note 6(q))		30,403	1	35,528	2		Total non-current liabilities		432,414	20	596,369		24
1915	Prepayment for equipment (Note (6)(g))		111,152	5	104,636	4	2xxx	Total liabilities		1,077,479	49	1,258,758		52
1920	Refundable deposits		744	-	944	-		Equity attributable to owners of parent (Note (6)(g)(q)(r)(s)):
1980	Other non-current financial assets (Note (6)(l) and (8))		-	-	3,830	-	3110	Ordinary shares		639,077	29	639,077		26
1990	Other non-current assets		244	-	388	-	3200	Capital surplus		288,799	13	343,598		14
	Total non-current assets		1,987,320	91	2,090,407	86	3300	Retained earnings:
							3310	Legal reserve		-	-	10,450		1
							3350	Accumulated deficit		(53,391)	(2)	(67,491)		(3)
										(53,391)	(2)	(57,041)	(2)
							3400	Other equity		235,872	11	236,214	10
							3500	Treasury shares		(9,942)	-	-		-
							3xxx	Total equity		1,100,415	51	1,161,848		48
1xxx	Total assets	$	2,177,894	100	2,420,606	100	2-3xx	Total liabilities and equity	$	2,177,894	100	2,420,606		100

(Please refer to the attached Notes to the parent company only financial statements) Manager: Po-Hua Wu

Chairman: Po-Hua Wu

Accounting Manager: Chun-Han Lin

COPLUS Inc.

Parent Company Only Statements of Comprehensive Income

For the Years Ended December 31, 2025 and 2024

(Expressed in Thousands of New Taiwan Dollars)

2025	% 100 78	2024	% 100 74
Amount $ 477,304 372,846		Amount 632,128 467,014
104,458	22	165,114	26
21,448 81,841 67,057 (24,862)	5 17 14 (5)	35,616 82,082 99,124 25,631	5 13 16 4 38
145,484	31	242,453
(41,026)	(9)	(77,339)	(12)
1,092 11,673 (7,829) (24,146) (887) 15,340	- 3 (2) (5) - 3	1,862 6,584 5,643 (26,068) (381) 4,700	- 1 1 (4) - 1
(4,757)	(1)	(7,660)	(1)
(45,783) 7,608	(10) 1	(84,999) (17,508)	(13) (3)
(53,391)	(11)	(67,491)	(10)
- (342) -	- - -	243,509 (969) 6,880	38 - 1
(342)	-	235,660	37
$ (53,733)	(11)	168,169	27
$ (0.84)		(1.06)
$ (0.84)		(1.06)

(Please refer to the attached Notes to the parent company only financial statements) Chairman: Po-Hua Wu Manager: Po-Hua Wu Accounting Manager:

Accounting Manager: Chun-Han Lin

COPLUS Inc.

Statement of Changes in Equity

For the Years Ended December 31, 2025 and 2024

(Expressed in Thousands of New Taiwan Dollars)

Ordinary shares	Capital surplus	Retained earnings	Retained earnings		Other Components of Equity Through other comprehensive income Unrealized Gains (Losses) from Financial Assets Measured at Fair Value Revaluation surplus of property Total 554 - 554 - - - (969) 236,629 235,660 (969) 236,629 235,660 - - - - - - (415) 236,629 236,214 - - - (342) - (342) (342) - (342) - - - - - - - - - - - - (757) 236,629 235,872	Other Components of Equity Through other comprehensive income Unrealized Gains (Losses) from Financial Assets Measured at Fair Value Revaluation surplus of property Total 554 - 554 - - - (969) 236,629 235,660 (969) 236,629 235,660 - - - - - - (415) 236,629 236,214 - - - (342) - (342) (342) - (342) - - - - - - - - - - - - (757) 236,629 235,872		Total equity 990,905
		Legal reserve	Accumulated Deficit	Total	Revaluation surplus of property -	Total 554	Treasury shares -
$ 639,077	340,824	57,508
- -	- -	- -	(67,491) (67,491) - - (67,491) (67,491)			- 235,660	- -	(67,491) 235,660
					- 236,629
-	-	-			236,629	235,660	-	168,169
- -	- 2,774	(47,058) 47,058 - - - - 10,450 (67,491) (57,041)			- -	- -	- -	- 2,774
639,077	343,598				236,629 236,214		-	1,161,848
- -	- -	- (53,391) (53,391) - - - - (53,391) (53,391)				- (342)	- -	(53,391) (342)
					- -
-	-				-	(342)	-	(53,733)
- - - -	- (57,041) - 2,242	(10,450) 10,450 - - 57,041 57,041 - - - - - - - (53,391) (53,391)			- - - -	- - - -	- - (9,942) -	- - (9,942) 2,242
$ 639,077	288,799				236,629	235,872	(9,942)	1,100,415

Accounting Manager: Chun-Han Lin

(Please refer to the attached Notes to the Parent Company Only Financial Statements) Manager: Po-Hua Wu

Chairman: Po-Hua Wu

COPLUS Inc.

Statement of Cash Flows

For the Years Ended December 31, 2025 and 2024

Expressed in Thousands of New Taiwan Dollars

Cash flows from operating activities: Loss before taxfor the period Adjustments: Adjustments to reconcile profit that do not affect cash flow: Depreciationexpense Amortizationexpense Expected credit impairment loss(reversal gain) Interest expense Interest income Dividend income Share-based payment for remuneration Share of loss on subsidiaries accounted for using the equity method Loss on disposal of property, plant and equipment Loss on disposal of intangible assets Fair value adjustment gains on investment property Unrealized foreign gain on exchange Total adjustments to reconcile profit that do not affect cash flow Changes in operating assets and liabilities: Net changes in operating assets and liabilities: Decrease (increase) in notes and accounts receivable Increase in other receivables Decrease in inventory Decrease in prepayments and other current assets Total net change in assets related to operating activities Net change in liabilities related to operating activities: Increase (decrease) in current contract liabilities Decrease in notes payables Increase (decrease) in accounts payable Increase (decrease) in other accounts payables Increase (decrease) in Provisions Current Increase (decrease) in other current liabilities Total net changes in operating liabilities Total changes in operating assets and liabilities Cash inflow generated from operation Interest received Dividends received Interest paid Income taxes refund (paid) Net cash flows generated from operating activities Cash flows used in investing activities: Decrease in other current financial assets Acquisition of property, plant and equipment Acquisition of intangible assets Decrease (increase) in Refundable deposits refunded Increase in prepayment for equipment Decrease in other non-current financial assets Decrease in other non-current assets Net cash flows used in investing activities	2025 2024 $ (45,783) $ (84,999)
	126,473 130,114 2,940 3,161 (24,862) 25,631 24,146 26,068 (1,092) (1,862) (76) (61) 2,242 2,774 887 381 - 36 4 27 (15,340) (4,700) (1,710) (1,271)
	113,612 180,298
	60,994 (54,244) (3) - 40,636 2,087 2,095 8,734
	103,722 (43,423)
	1,603 (32) (38,365) (49,213) (10,229) 16,177 (10,727) 10,967 (3,400) 1,487 (472) 2,159
	(61,590) (18,455)
	42,132 (61,878)
	109,961 33,421 1,092 1,862 76 61 (24,346) (25,938) 64 (166)
	86,847 9,240
	- 400 (14,386) (68,807) (445) (1,963) 200 (200) (11,905) (48,255) 1,560 1,170 144 295
	(24,832) (117,360)

(Please refer to the attached Notes to the Parent Company Only Financial Statements) Chairman: Po-Hua Wu Manager: Po-Hua Wu Accounting Manager: Chun-Han Lin

COPLUS INC.

Statement of Cash Flow (Continued)

For the Years Ended December 31, 2025 and 2024

Expressed in Thousands of New Taiwan Dollars

Cash flows used in financing activities: Increase in short-term borrowings Decrease in short-term borrowings Proceeds from long-term borrowings Repayments of long-term borrowings Increase in guarantee deposits received Payments of lease liabilities Cost of repurchasing treasury stock Net cash flows used in financing activities Effect of exchange rate changes on cash and cash equivalents Net decrease in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period	2025 107,400 - 53,500 (275,159) - (2,512) (9,942) (126,713)
	1,619
	(63,079) 135,699

Cash flows used in financing activities:
Increase in short-term borrowings
Decrease in short-term borrowings
Proceeds from long-term borrowings
Repayments of long-term borrowings
Increase in guarantee deposits received
Payments of lease liabilities
Cost of repurchasing treasury stock
Net cash flows used in financing activities
Effect of exchange rate changes on cash and cash equivalents
Net decrease in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period

2025
107,400
-
53,500
(275,159)
-
(2,512)
(9,942)
(126,713)

1,619

(63,079)
135,699

(Please refer to the attached Notes to the parent company only financial statements) Chairman: Po-Hua Wu Manager: Po-Hua Wu

Accounting Manager: Chun-Han Lin

Attachment (3)

Independent Auditor's Report

To the Board of Directors of COPLUS Inc.:

Opinions

We have audited the accompanying consolidated balance sheets of COPLUS Inc. and its subsidiaries (the “consolidated company”) as of December 31, 2024 and 2023, and the related consolidated statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2024 and 2023, and notes to the consolidated financial statements, including the summary of significant accounting policies (together “the consolidated financial statements”).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the COPLUS as of December 31, 2025 and 2024, and the consolidated financial performance and cash flows for the years ended December 31, 2025 and 2024, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed and became effective by Financial Supervisory Commission.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the consolidated company in accordance with the Professional Ethics for Certified Public Accountant and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit issues are those that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the years ended December 31, 2024. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. The key audit matters that we determined should be communicated in the audit report are as follows:

(1) Revenue recognition

For the accounting policy of revenue recognition, please refer to Note (4)(o) of the consolidated financial statements; for the description of revenue recognition, please refer to Note (6)(s) of the consolidated financial statements.

Description of key audit matters:

COPLUS Inc. is a listed company involving public interests. Sales revenue is the main indicator for investors to evaluate its operating performance. Therefore, revenue recognition is one of the important matters for the accountants to perform the review of the consolidated company's consolidated financial report.

The corresponding audit procedures:

Our audit procedures for the above key audit matters include testing the effectiveness of the design and implementation of internal controls on the sales and collection operations cycle; performing trend analysis of the revenue from the top ten sales customers, including comparing changes between the current period and the same period last year to assess whether there are any major abnormalities; reviewing the sales transactions throughout the year to assess the authenticity of the sales transactions and the correctness of the revenue recognition amounts; reviewing the sales transactions for a period before and after the end of the year to assess the revenue recognition period accuracy.

(2) Assessment of Fair Value of Investment Properties

For the accounting policy regarding the assessment of fair value of investment properties, please refer to Note (4)(i) of the consolidated financial statements; for accounting estimates and assumptions uncertainty regarding the assessment of fair value of investment properties, please refer to Note (5)(b) of the consolidated financial statements; for relevant disclosures on investment properties, please refer to Note (6)(g) of the consolidated financial statements. Description of key audit matters:

COPLUS adopts the fair value model for subsequent measurement of investment properties. The fair value of investment properties is based on real estate appraisal reports from external valuation experts. Since the assessment of fair value involves significant judgment and estimates, the assessment of the fair value of investment properties is one of the important assessment matters for our audit of COPLUS’s consolidated financial statements.

The corresponding audit procedures:

Our main audit procedures for the above key audit matters include evaluating the professional competence, capabilities, and independence of the external valuation experts appointed by the company; appointing audit personnel valuation experts to review and assess the reasonableness of the selected valuation methods and related assumptions used in the real estate appraisal reports; and evaluating whether the company’s disclosures regarding the assessment of fair value of investment properties are appropriate.

(3) Impairment Assessment of Property, Plant and Equipment

For the accounting policy regarding the impairment assessment of property, plant and equipment, please refer to Note (4)(m) of the consolidated financial statements; for accounting estimates and assumptions uncertainty regarding the impairment assessment of property, plant and equipment, please refer to Note (5)(c) of the consolidated financial statements; for disclosures on the impairment assessment of property, plant and equipment, please refer to Note (6)(e) of the consolidated financial statements.

Description of key audit matters:

COPLUS operates in an industry where business conditions are easily affected by the market environment. The impairment assessment of its property, plant and equipment is based on valuation reports from external valuation experts as the basis for recoverable amounts. Since the assessment of recoverable amounts involves significant judgment and estimates, the impairment assessment of property, plant and equipment is one of the important assessment matters for our audit of COPLUS’s consolidated financial statements.

The corresponding audit procedures:

Our main audit procedures for the above key audit matters include evaluating the professional competence, capabilities, and independence of the external valuation experts appointed by the company; appointing third-party valuation experts to assist in reviewing and assessing the reasonableness of the selected valuation methods and related assumptions used in the valuation reports; and evaluating whether the company management’s disclosures regarding the impairment assessment of property, plant and equipment are appropriate.

Other Matters

COPLUS Inc. has additionally prepared its parent company-only financial statements as of and for the years ended December 31, 2025 and 2024, on which we have issued an unmodified opinion.

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

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

In preparing the consolidated financial statements, management is responsible for assessing the consolidated 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 consolidated 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 consolidated company's 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 auditing standards generally accepted will always detect a material misstatement when it exists. Misstatements can arise from fraud or error. 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 auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also perform the following tasks:

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the consolidated company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the consolidated company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the consolidated company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the accompanying notes, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the corporate consolidated company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the consolidated company audit. We remain solely responsible for our audit opinion.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated company's consolidated financial statements for the years ended December 31, 2025 and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Yen-Ta Su and Chen-Lung Hsu.

KPMG Taipei, Taiwan (Republic of China) March 10, 2026

COPLUS Inc. and Subsidiaries

Consolidated Balance Sheet

For the Years Ended December 31, 2025 and 2024

Expressed in Thousands of New Taiwan Dollars

2024.12.31 Amount % $ 83,570 4 19,833 1 92,238 4 2,270 - 3,266 -	2024.12.31 Amount % $ 357,400 16 2,169 - 17 - 15,713 1 29,390 1 3,996 - 1,334 - 231,553 11 3,529 -	2023.12.31 Amount % 250,000 11 566 - 43,572 2 25,930 1 41,395 2 7,486 - 1,858 - 287,707 12 3,965 -


201,177 9
2,993 - 1,322,245 61 2,058 - 500,920 23 5,976 - 30,421 2 111,152 5 744 - - - 244 -
	645,101 29	662,479 28
	419,947 19 9,699 1 768 - 2,000 -	585,452 24 7,230 - 1,701 - 2,000 -
	432,414 20	596,383 24
	1,077,515 49	1,258,862 52
	639,077 29	639,077 26
1,976,753 91
	288,799 13	343,598 14
	- - (53,391) (2)	10,450 1 (67,491) (3)
	(53,391) (2)	(57,041) (2)
	235,872 11	236,214 10
	(9,942) -	- -
	1,100,415 51	1,161,848 48
$ 2,420,710 100	$ 2,177,930 100	2,420,710 100

(Please refer to the attached Notes to the Consolidated Financial Statements) Manager: Po-Hua Wu

Chairman: Po-Hua Wu

Accounting Manager: Chun-Han Lin

COPLUS Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income

For the Years Ended December 31, 2025 and 2024

Expressed in: Thousands of New Taiwan Dollars

2025	% 100 78	2024	% 100 74
Amount $ 477,757 372,756		Amount 632,839 466,722
105,001	22	166,117	26
21,501 81,843 67,060 (24,862)	5 17 14 (5)	35,720 82,084 99,202 25,631 242,637	5 13 16 4
145,542	31		38
(40,541)	(9)	(76,520)	(12)
1,182 10,416 (8,012) (24,146) 15,340	- 2 (1) (5) 3	1,972 5,327 5,720 (26,068) 4,700 (8,349)	- 1 1 (4) 1
(5,220)	(1)		(1)
(45,761) 7,630	(10) 1	(84,869) (17,378)	(13) (3)
(53,391)	(11)	(67,491)	(10)
- (342) -	- - -	243,509 (969) 6,880 235,660	38 - 1
(342)	-		37
$ (53,733)	(11)	168,169	27
$ (0.84)		(1.06)
$ (0.84)		(1.06)

(Please refer to the attached Notes to the Consolidated Financial Statements) Chairman: Po-Hua Wu Manager: Po-Hua Wu Accounting Manager:

Accounting Manager: Chun-Han Lin

COPLUS Inc. and Subsidiaries

Consolidated Statement of Changes in Equity

For the Years Ended December 31, 2025 and 2024

(Expressed in Thousands of New Taiwan Dollars)

Other Components of Equity

Retained earnings

Ordinary shares	Capital surplus	Legal reserve	Loss to be made up	Revaluation surplus of property -	Total 554	Treasury shares -	Total equity 990,905
$ 639,077	340,824	57,508
- -	- -	- -	(67,491) (67,491) - - (67,491) (67,491)		- 235,660	- -	(67,491) 235,660
				- 236,629
-	-	-			235,660	-	168,169
				236,629
- -	- 2,774	(47,058) -	47,058 - - - (67,491) (57,041)		- -	- -	- 2,774
				- -
639,077	343,598	10,450		236,629 236,214		-	1,161,848
- -	- -	- -	(53,391) (53,391) - - (53,391) (53,391)		- (342)	- -	(53,391) (342)
				- -
-	-	-			(342)	-	(53,733)
				-
- - - -	- (57,041) - 2,242	(10,450) - - -	10,450 - 57,041 57,041 - - - - (53,391) (53,391)		- - - -	- - (9,942) -	- - (9,942) 2,242
				- - - -
$ 639,077	288,799	-		236,629	235,872	(9,942)	1,100,415

(Please refer to the attached Notes to the Consolidated Financial Statements) Manager: Po-Hua Wu

Chairman: Po-Hua Wu

Accounting Manager: Chun-Han Lin

COPLUS Inc. and Subsidiaries

Consolidated Statement of Cash Flows

For the Years Ended December 31, 2025 and 2024

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from operating activities: Profit before tax (loss) Adjustments: Adjustments to reconcile profit that do not affect cash flow: Depreciation expense Amortization expense Expected credit impairment loss (reversal gain) Interest expense Interest income Dividend income Share-based payment for remuneration Loss on disposal of property, plant and equipment Loss on disposal of intangible assets Fair value adjustment gains on investment property Unrealized foreign gain on exchange Total adjustments to reconcile profit that do not affect cash flow Changes in operating assets and liabilities: Net changes in operating assets and liabilities: Decrease (increase) in notes and accounts receivable Decrease (increase) in inventory Decrease (increase) in prepayments and other current assets Total net change in assets related to operating activities Net change in liabilities related to operating activities: Decrease in current contract liabilities Increase (decrease) in notes payables Increase (decrease) in accounts payable Increase (decrease) in other accounts payables Increase (decrease) in Provisions Current Increase (decrease) in other current liabilities Total net changes in operating liabilities Total changes in operating assets and liabilities Cash used in operating activities Interest received Dividends received Interest paid Income taxes paid Net cash inflow from operating activities Cash flows used in investing activities: Other current financial assets decrease (increase) Acquisition of property, plant and equipment Acquisition of intangible assets Decrease (increase) in refundable deposits Increase in prepayment for equipment Decreasein other non-current financial assets Decrease in other non-current assets Net cash flows used in investing activities	2025 $ (45,761)	2024 (84,869)
	126,473 2,940 (24,862) 24,146 (1,182) (76) 2,242 - 4 (15,340) (1,556)	130,114 3,161 25,631 26,068 (1,972) (61) 2,774 36 27 (4,700) (1,348)
	112,789	179,730
	60,994 40,636 2,049	(49,843) 2,087 8,991
	103,679	(38,765)
	1,603 (38,365) (10,229) (10,727) (3,490) (472)	(141) (49,247) 16,177 10,296 1,196 2,094
	(61,680)	(19,625)
	41,999	(58,390)
	109,027 1,182 76 (24,346) 64	36,471 1,972 61 (25,938) (227)
	86,003	12,339
	- (14,386) (445) 200 (11,905) 1,560 144	400 (68,807) (1,963) (200) (48,255) 1,170 295
	(24,832)	(117,360)

(Please refer to the attached Notes to the Consolidated Financial Statements) Chairman: Po-Hua Wu Manager: Po-Hua Wu

Accounting Manager: Chun-Han Lin

COPLUS Inc. and Subsidiaries

Consolidated Statement of Cash Flows (Continued)

For the Years Ended December 31, 2025 and 2024

Expressed in Thousands of New Taiwan Dollars

Cash flows used in financing activities: Increase in short-term borrowings Decrease in short-term borrowings Proceeds from long-term borrowings Repayments of long-term borrowings Increase in guarantee deposits received Payments of lease liabilities Cost of repurchasing treasury stock Net cash used in financing activities Effect of exchange rate changes on cash and cash equivalents Net decrease in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period	2025 107,400 - 53,500 (275,159) - (2,512) (9,942)	2024
		180,000 (141,000) 126,500 (274,906) 2,000 (2,388) -
	(126,713)	(109,794)
	1,465	1,348
	(64,077) 147,647	(213,467) 361,114
	$ 83,570	147,647

(Please refer to the attached Notes to the Consolidated Financial Statements) Manager: Po-Hua Wu

Chairman: Po-Hua Wu

Accounting Manager: Chun-Han Lin

Attachment (4)

Audit Committee's Review Report

The Board of Directors prepared the Company's 2025 financial statements, business report and loss off-setting proposal. The 2025 financial statements were audited by KPMG. The Audit Committee has reviewed the financial statements, business report, and loss allowance statement, and found no objectionable difference. We hereby submit this report in accordance with the Securities and Exchange Act and the Company Act.

Sincerely,

2026 Shareholders' Meeting of the Company

COPLUS INC. AND SUBSIDIARIES

Audit Committee Convener: LIAO, KUO-CHUN

March 10, 2026

Attachment (5)

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COPLUS Inc.

Deficit Compensation Statement

2025

Unit: NTD$

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----- Start of picture text -----

Item Total
Unappropriated retained earnings of
$ 0
previous years
Net loss after tax for the current period (53,391,438)
Accumulated deficit at the end of the year $ (53,391,438)
Items for compensating deficit:
Capital surplus- Issue of shares at
53,391,438
premium to offset accumulated deficits
Deficit yet to be compensated at the end of
$ 0
the year
----- End of picture text -----

Chairman: Po-Hua Wu

Manager: Po-Hua Wu

Accounting Manager: Chun-Han Lin

Attachment (6)

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COPLUS Inc.

Comparison Table of Amendments to

Procedures for Acquiring or Disposing of Assets

==> picture [455 x 34] intentionally omitted <==

----- Start of picture text -----

Revision
Article Before Revision After Revision
Note
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Article Before Revision After Revision Revision Note	Article Before Revision After Revision Revision Note	Article Before Revision After Revision Revision Note	Article Before Revision After Revision Revision Note

7	Procedures for acquiring or disposing of property and equipment. 1. The evaluation and procedure The Company’s acquisition or disposal of assets shall be handled in accordance withthe Company’s internal control systems governing the property, plant and equipment cycle. 2. The determining procedures fortransaction terms and authorization limits The Company’s acquisition or disposal of assets shall be handled in accordance withthe table of delegated authority. 3. Responsible Departments When the Company acquires or disposes of property, plant and equipment, it shall obtain approval in accordance with the aforementioned delegated authority, after which the user department and the responsible management department shall carry out the execution. 4. The appraisal report for property or equipment Except for transactions with domestic government institutions, contracting third parties to construct on land owned or leased by the Company, or acquisition of	Procedures for acquiring or disposing of property, equipment and right-of-use. 1. The evaluation and procedure The Company’s acquisition or disposal of assets shall be handled in accordance withthe Company’s internal control systems governing the property, plant and equipment cycle. 2. The determining procedures fortransaction terms and authorization limits The Company’s acquisition or disposal of assets shall be handled in accordance withthe table of delegated authority. 3. Responsible Departments When the Company acquires or disposes of property, plant and equipment, it shall obtain approval in accordance with the aforementioned delegated authority, after which the user department and the responsible management department shall carry out the execution. 4. The appraisal report~~for~~ ~~property or equipment~~ Except for transactions with domestic government institutions, contracting third parties to construct on land owned or leased by the Company, or acquisition of	Aligned with statutory wording

	equipment for business use, an appraisal report issued by a Professional Appraiser shall be obtained prior to the Date of the Event for any acquisition or disposal of real estate, equipment or related right-of- use assets by the Company the amount for which is 20% of the Company’s paid-in capital or NT$300 million, and the following provisions shall be complied with: (1) If for any special reason, restricted price, specific price, or special price must be used as a reference for the transaction price, the transaction shall be approved by the Board in advance. The above procedures shall also be followed in case the transaction terms are changed subsequently. (2) If the transaction price is over NT$1 billion, the Company shall retain at least two Professional Appraisers to perform the appraisal. (3) If the appraisal results provided by professional appraisers fall under any of the following circumstances, unless all the appraisal results for the assets to be acquired exceed the transaction price, or all the appraisal results for the assets to be disposed are less than the transaction price, the Company shall request a certified public accountant to issue a statement on the reasons for such discrepancy and the fairness of the transaction		equipment or related right-of- use assetsfor business use, an appraisal report issued by a Professional Appraiser shall be obtained prior to the Date of the Event for any acquisition or disposal of real estate, equipment or related right-of- use assets by the Company the amount for which is 20% of the Company’s paid-in capital or NT$300 million, and the following provisions shall be complied with: (6) If for any special reason, restricted price, specific price, or special price must be used as a reference for the transaction price, the transaction shall be approved by the Board in advance. The above procedures shall also be followed in case the transaction terms are changed subsequently. (7) If the transaction price is over NT$1 billion, the Company shall retain at least two Professional Appraisers to perform the appraisal. (8) If the appraisal results provided by professional appraisers fall under any of the following circumstances, unless all the appraisal results for the assets to be acquired exceed the transaction price, or all the appraisal results for the assets to be disposed are less than the transaction price, the Company shall request a certified public accountant to issue a statement on the reasons for such discrepancy and the

	price: a. The discrepancy between the appraisal report is over 20% of the transaction price. b. The discrepancy between the two appraisal reports is over 10% of the transaction price. (4) For acquisition or disposal of assets through court auction procedures, the appraisal report or certified public accountant’s opinion can be replaced by documents issued by the courts. (5) The appraisal report shall be issued within 3 months before the contract date; provided that if the asset’s publicly declared value remains the same and the appraisal report was issued no longer than 6 months, the original Professional Appraiser may present supplemental opinions. fairness of the transaction price: c. The discrepancy between the appraisal report is over 20% of the transaction price. d. The discrepancy between the two appraisal reports is over 10% of the transaction price. (9) For acquisition or disposal of assets through court auction procedures, the appraisal report or certified public accountant’s opinion can be replaced by documents issued by the courts. The appraisal report shall be issued within 3 months before the contract date; provided that if the asset’s publicly declared value remains the same and the appraisal report was issued no longer than 6 months, the original Professional Appraiser may present supplemental opinions.	price: a. The discrepancy between the appraisal report is over 20% of the transaction price. b. The discrepancy between the two appraisal reports is over 10% of the transaction price. (4) For acquisition or disposal of assets through court auction procedures, the appraisal report or certified public accountant’s opinion can be replaced by documents issued by the courts. (5) The appraisal report shall be issued within 3 months before the contract date; provided that if the asset’s publicly declared value remains the same and the appraisal report was issued no longer than 6 months, the original Professional Appraiser may present supplemental opinions. fairness of the transaction price: c. The discrepancy between the appraisal report is over 20% of the transaction price. d. The discrepancy between the two appraisal reports is over 10% of the transaction price. (9) For acquisition or disposal of assets through court auction procedures, the appraisal report or certified public accountant’s opinion can be replaced by documents issued by the courts. The appraisal report shall be issued within 3 months before the contract date; provided that if the asset’s publicly declared value remains the same and the appraisal report was issued no longer than 6 months, the original Professional Appraiser may present supplemental opinions.	price: a. The discrepancy between the appraisal report is over 20% of the transaction price. b. The discrepancy between the two appraisal reports is over 10% of the transaction price. (4) For acquisition or disposal of assets through court auction procedures, the appraisal report or certified public accountant’s opinion can be replaced by documents issued by the courts. (5) The appraisal report shall be issued within 3 months before the contract date; provided that if the asset’s publicly declared value remains the same and the appraisal report was issued no longer than 6 months, the original Professional Appraiser may present supplemental opinions. fairness of the transaction price: c. The discrepancy between the appraisal report is over 20% of the transaction price. d. The discrepancy between the two appraisal reports is over 10% of the transaction price. (9) For acquisition or disposal of assets through court auction procedures, the appraisal report or certified public accountant’s opinion can be replaced by documents issued by the courts. The appraisal report shall be issued within 3 months before the contract date; provided that if the asset’s publicly declared value remains the same and the appraisal report was issued no longer than 6 months, the original Professional Appraiser may present supplemental opinions.
8	Procedures for acquiring property or disposing asset from related parties. … 2. The evaluation and procedure If the Company intends to acquire or dispose of real estate or related right-of-use assets from or to a related party, or when it intends to acquire or dispose of assets other than real estate or related right-of- use assets from or to a related party and the transaction amount reaches 20% of the Company’s paid-in capital, 10% of the Company’s total assets, or NT$300 million, except for buying or selling domestic government bonds, bonds under repurchase and	Procedures for acquiring property or disposing asset from related parties. … 2. The evaluation and procedure If the Company intends to acquire or dispose of real estate or related right-of-use assets from or to a related party, or when it intends to acquire or dispose of assets other than real estate or related right-of- use assets from or to a related party and the transaction amount reaches 20% of the Company’s paid-in capital, 10% of the Company’s total assets, or NT$300 million, except for buying or selling domestic government bonds, bonds under repurchase and	Revised to align with applicable laws and current conditions

	resale agreements and subscribing or redeeming money market funds issued by domestic securities investment trusts, the Company may not enter into any transaction contract or make a payment until the following matters have been approved by the Audit Committee and then submitted to the Board for approval: (1) The purpose, necessity and anticipated benefit of the proposed acquisition or disposal of assets. (2) The reason for choosing the related party as a trading counterparty. (3) With respect to the acquisition of property or related right-of-use assets from a related party, information regarding the evaluation of the reasonableness of the preliminary transaction terms in accordance with Article 2, paragraph 1 to 5. (4) The date and price at which the related party originally acquired the real estate, the original trading counterparty, and such trading counterparty’s relationship to the Company and such related party. (5) Monthly cash flow forecasts for the year commencing from the anticipated month of the signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the fund utilization. (6) An appraisal report from a professional appraiser	resale agreements and subscribing or redeeming money market funds issued by domestic securities investment trusts, the Company may not enter into any transaction contract or make a payment until the following matters have been approved bymore than one-half of all members of the Audit Committee before being submitted to the Board of Directors for resolution. If such approval is not obtained, the matters may proceed upon approval by more than two- thirds of all directors, and the resolution of the Audit Committee shall be recorded in the minutes of the Board meeting: (1) The purpose, necessity and anticipated benefit of the proposed acquisition or disposal of assets. (2) The reason for choosing the related party as a trading counterparty. (3) With respect to the acquisition of property or related right-of-use assets from a related party, information regarding the evaluation of the reasonableness of the preliminary transaction terms in accordance with Article 2, paragraph 1 to 5. (4) The date and price at which the related party originally acquired the real estate, the original trading counterparty, and such trading counterparty’s relationship to the Company and such related party. (5) Monthly cash flow forecasts for the year

	obtained in compliance with the preceding paragraph 1. (7) Restrictive covenants and other important stipulations associated with the transaction. After the appointment of independent directors, when the aforementioned information is submitted to the Board of Directors for discussion, due consideration or not shall be given to the opinions of each independent director. Any objections or qualified opinions expressed shall be recorded in the minutes of the Board meeting. After the establishment of the Audit Committee, the aforementioned information shall first be approved by more than one-half of all members of the Audit Committee before being submitted to the Board of Directors for resolution. If such approval is not obtained, the matter may proceed upon approval by more than two- thirds of all directors, and the resolution of the Audit Committee shall be recorded in the minutes of the Board meeting. Where the Company or any of its subsidiaries that is not a domestic public company engages in the aforementioned transactions, and the transaction amount reaches 10% or more of the Company’s total assets, the Company shall submit the relevant information listed above to the shareholders’ meeting for approval before entering into the transaction agreement or making any payment. However,		commencing from the anticipated month of the signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the fund utilization. (6) An appraisal report from a professional appraiser obtained in compliance with the preceding paragraph 1. (7) Restrictive covenants and other important stipulations associated with the transaction. ~~After the appointment of~~ ~~independent directors, when~~ The aforementioned information is submitted to the Board of Directors for discussion, due consideration ~~or not~~shall be given to the opinions of each independent director. Any objections or qualified opinions expressed by
			independent directors shall be
			recorded in the minutes of the Board meeting. After the establishment of the Audit Committee, the aforementioned information shall first be approved by more than one-half of all members of the Audit Committee before being submitted to the Board of Directors for resolution. If such approval is not obtained, the matter may proceed upon approval by more than two- thirds of all directors, and the resolution of the Audit Committee shall be recorded in the minutes of the Board meeting. Where the Company or any of its subsidiaries that is not a domestic public company engages in the aforementioned

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this requirement shall not apply transactions, and the
to transactions between the transaction amount reaches
Company and its subsidiaries 10% or more of the Company’s
or between subsidiaries. total assets, the Company shall
For transactions between the submit the relevant information
Company and its subsidiaries listed above to the
involving the acquisition or shareholders’ meeting for
disposal of equipment for approval before entering into
operational use or right-of-use the transaction agreement or
assets, the Board of Directors making any payment. However,
may authorize the Chairman to this requirement shall not apply
make decisions within a to transactions between the
specified limit, with subsequent Company and its subsidiaries
ratification at the next Board or between subsidiaries.
meeting. For transactions between the
The calculation of the Company and its subsidiaries
transaction amount mentioned involving the acquisition or
above shall be conducted in disposal of equipment for
accordance with Article 12, operational use or right-of-use
Paragraph 1, Subparagraph 7. assets, the Board of Directors
The term “within one year” may authorize the Chairman to
shall be calculated retroactively make decisions within a
from the date of occurrence of specified limit, with subsequent
the current transaction. ratification at the next Board
Transactions that have already meeting.
been approved by the The calculation of the
shareholders’ meeting or the transaction amount mentioned
Board of Directors in above shall be conducted in
accordance with these accordance with Article 12,
procedures shall not be counted Paragraph 1, Subparagraph 7.
again. The term “within one year”
shall be calculated retroactively
from the date of occurrence of
the current transaction.
Transactions that have already
been approved by the
shareholders’ meeting or the
Board of Directors in
accordance with these
procedures shall not be counted
again.
12 Announcement and Reporting Announcement and Reporting Revised in
1. When the Company acquires 1. When the Company acquires accordance
or disposes of assets, under any or disposes of assets, under any with
of the following circumstances, of the following circumstances, regulatory
it shall, in accordance with the it shall, in accordance with the requirements
nature of the transaction and nature of the transaction and and aligned
the prescribed format, file and the prescribed format, file and with the
publicly disclose the relevant publicly disclose the relevant relevant
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	information on the website designated by the Financial Supervisory Commission (FSC) within two days from the date of occurrence of the transaction: (1) Acquisition or disposal of real property or its right-of-use assets with a related party, or acquisition or disposal of assets other than real property or its right-of-use assets with a related party where the transaction amount reaches 20% of the Company’s paid-in capital, 10% of its total assets, or NT$300 million or more. However, this shall not apply to transactions involving the purchase or sale of government bonds, bonds with repurchase or resale agreements, or subscription or redemption of moneymarket funds issued by domestic securities investment trust enterprises. (2) Merger, demerger, acquisition, or share transfer transactions. (3) Derivative financial instrument transactions where the loss amount reaches the maximum loss limit for all or individual contracts as stipulated in the Company’s Procedures. (4) The asset category as acquisition or disposal of equipment or its right-of-use assets for operational use, where the counterparty is not a related party and the transaction amount reaches one of the following thresholds: a. For public companies with paid-in capital of less than NT$10 billion: transaction amount reaches NT$500	information on the website designated by the Financial Supervisory Commission (FSC) within two days from the date of occurrence of the transaction: (1) Acquisition or disposal of real property or its right-of-use assets with a related party, or acquisition or disposal of assets other than real property or its right-of-use assets with a related party where the transaction amount reaches 20% of the Company’s paid-in capital, 10% of its total assets, or NT$300 million or more. However, this shall not apply to transactions involving the purchase or sale of government bonds, bonds with repurchase or resale agreements, or subscription or redemption of moneymarket funds issued by domestic securities investment trust enterprises. (2) Merger, demerger, acquisition, or share transfer transactions. (3) Derivative financial instrument transactions where the loss amount reaches the maximum loss limit amount for all or individual contracts as stipulated in the Company’s Procedures. (4)~~The asset category as~~ Acquisition or disposal of equipment or its right-of-use assets for operational use, where the counterparty is not a related party and the transaction amount reaches one of the following thresholds: a. For public companies with paid-in capital of less than NT$10 billion: transaction amount reaches NT$500 million or more.	statutory provisions.

	million or more. b. For public companies with paid-in capital of NT$10 billion or more: transaction amount reaches NT$1 billion or more. (5)Acquisition of real property through methods such as self- construction on owned land, construction on leased land, joint construction with profit sharing or allocation of units, or joint construction and separate sale, where the counterparty is not a related party and the Company’s expected investment amount reaches NT$500 million or more. (6)Any asset transaction other than those specified in the preceding five subparagraphs, disposal of receivables by financial institutions, or investment in Mainland China, where the transaction amount reaches 20% of the Company’s paid-in capital or NT$300 million or more. However, the following circumstances are excluded: a. Purchase or sale of government bonds or foreign government bonds with a sovereign credit rating not lower than that of the Republic of China. b. Securities trading conducted by investment professionals on domestic or foreign exchanges or over-the- counter markets, subscription of foreign government bonds or corporate bonds issued in primary markets, general financial bonds not involving equity features (excluding subordinated bonds), subscription or redemption of	b. For public companies with paid-in capital of NT$10 billion or more but less than NT$50 billion:transaction amount reaches NT$1 billion or more. c. For public companies with paid-in capital of NT$50 billion or more, where the transaction amount reaches 5% or more of the Company’s paid-in capital. (5)Acquisition of real property through methods such as self- construction on owned land, construction on leased land, joint construction with profit sharing or allocation of units, or joint construction and separate sale, where the counterparty is not a related party and the Company’s expected investment amount reaches NT$500 million or more. (6)Any asset transaction other than those specified in the preceding five subparagraphs, disposal of receivables by financial institutions, or investment in Mainland China, where the transaction amount reaches 20% of the Company’s paid-in capital or NT$300 million or more. However, the following circumstances are excluded: a. Purchase or sale of government bonds or foreign government bonds with a sovereign credit rating not lower than that of the Republic of China. b. Securities trading conducted by investment professionals on domestic or foreign exchanges or over-the- counter markets, subscription

	securities investment trust funds or futures trust funds, subscription or sale of exchange-traded notes, or securities subscribed under underwriting obligations or as recommended listing securities dealers for emerging companies in accordance with TPEx rules. c. Purchase or sale of bonds under repurchase or resale agreements, or subscription or redemption of domestic money market funds issued by securities investment trust enterprises. (7) Calculation of Transaction Amount a. The amount of each individual transaction. b. The cumulative amount of transactions with the same counterparty within one year for the acquisition or disposal of assets of the same nature. c. The cumulative amount within one year for acquisitions or disposals (calculated separately) of real property or its right-of-use assets under the same development project. d. The cumulative amount within one year for acquisitions or disposals (calculated separately) of the same securities….	of foreign government bonds or corporate bonds issued in primary markets, general financial bonds not involving equity features (excluding subordinated bonds), subscription or redemption of securities investment trust funds or futures trust funds, subscription or sale of exchange-traded notes, or securities subscribed under underwriting obligations or as recommended listing securities dealers for emerging companies in accordance with TPEx rules. c. Purchase or sale of bonds under repurchase or resale agreements, or subscription or redemption of domestic money market funds issued by securities investment trust enterprises. (7) Calculation of Transaction Amount a. The amount of each individual transaction. b. The cumulative amount of transactions with the same counterparty within one year for the acquisition or disposal of assets of the same nature. c. The cumulative amount within one year for acquisitions or disposals (calculated separately) of real property or its right-of-use assets under the same development project. d. The cumulative amount within one year for acquisitions or disposals (calculated separately) of the same securities. “Within one year”as referred to
		in the preceding paragraph shall
		be calculated retrospectively
		from the date of occurrence of

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the current transaction; any
portion that has already been
publicly disclosed in accordance
with the regulations may be
excluded from the calculation.
…
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the current transaction; any portion that has already been publicly disclosed in accordance with the regulations may be excluded from the calculation. …	the current transaction; any portion that has already been publicly disclosed in accordance with the regulations may be excluded from the calculation. …	the current transaction; any portion that has already been publicly disclosed in accordance with the regulations may be excluded from the calculation. …	the current transaction; any portion that has already been publicly disclosed in accordance with the regulations may be excluded from the calculation. …

18	Amendment History These Procedures were originally adopted on July 1, 2020. These Procedures were originally adopted on July 1, 2020. The first amendment was approved by the Board of Directors on December 10, 2021 and approved by the shareholders’ meeting on June 1, 2022. The second amendment was approved by the Board of Directors on March 15, 2022 and approved by the shareholders’ meeting on June 1, 2022.	Amendment History These Procedures were originally adopted on July 1, 2020. These Procedures were originally adopted on July 1, 2020. The first amendment was approved by the Board of Directors on December 10, 2021 and approved by the shareholders’ meeting on June 1, 2022. The second amendment was approved by the Board of Directors on March 15, 2022 and approved by the shareholders’ meeting on June 1, 2022. The third amendment to these Procedures was approved by the	Added revision date
		Board of Directors on March 10, 2026, and by the shareholders’meeting on May 27, 2026.

Attachment (7)

`獨立董事候選人名單` List of candidates for independent directors

`獨立董事` `候選人姓名` Independent Director Name of candidate `性別` Gender `學歷` Academic background `經歷` Experience `現職` Current position `持有股` `數` Number of shares	`獨立董事` `候選人姓名` Independent Director Name of candidate `性別` Gender `學歷` Academic background `經歷` Experience `現職` Current position `持有股` `數` Number of shares	`獨立董事` `候選人姓名` Independent Director Name of candidate `性別` Gender `學歷` Academic background `經歷` Experience `現職` Current position `持有股` `數` Number of shares	`獨立董事` `候選人姓名` Independent Director Name of candidate `性別` Gender `學歷` Academic background `經歷` Experience `現職` Current position `持有股` `數` Number of shares	`獨立董事` `候選人姓名` Independent Director Name of candidate `性別` Gender `學歷` Academic background `經歷` Experience `現職` Current position `持有股` `數` Number of shares	`獨立董事` `候選人姓名` Independent Director Name of candidate `性別` Gender `學歷` Academic background `經歷` Experience `現職` Current position `持有股` `數` Number of shares
`林佑軒` LIN, YU- HSUAN	`男` Male	`國立臺北大學會計` `碩士` National Taipei University Master of Science in Accountancy	`昊興聯合會計師事務所` `會計師` Partner Ever Fortune CPA `勤業眾信聯合會計師事` `務所` `審計部經理` Audit Manager, Deloitte & Touche(Taiwan)	`昊興聯合會計師事務所` `會計師` Partner Ever Fortune CPA `居家先生股份有限公司` `監察人` MR. LIVING CO., LTD. Supervisor	0

IV. Appendix

Appendix (1)

COPLUS INC. Articles of Incorporation

Chapter 1 General Provisions

Article 1: The Company was duly incorporated in accordance with the Company Act and named 巨鎧精密工業股份有限公司 . The English name of the Company is COPLUS INC.

Article 2: The Company's business scope is as follows:

CD01030 Motor Vehicles and Parts Manufacturing
CD01040 Motorcycle and Parts Manufacturing
F106010 Wholesale of Hardware
Wholesale of Motor Vehicle Parts and Motorcycle Parts,
1. F114030 Accessories
Retail Sale of Motor Vehicle Parts and Motorcycle Parts,
1. F214030 Accessories
F401010 International Trade
F114010 Wholesale of Motor Vehicles
F114020 Wholesale of Motorcycles
F214010 Retail Sale of Motor Vehicles
F214020 Retail Sale of Motorcycles 11. I501010 Product Designing
All business activities that are not prohibited or restricted
1. ZZ99999 by law, except those that are subject to special approval.
Article 3: The Company shall have its head office in Tainan City, and when necessary, upon the resolution of the Board of Directors, it may establish branch offices or other branches at home and abroad.
Article 4: The Company may make guarantees to others for business purposes. Article 5: The Company shall make public announcements in accordance with Article 28 of the Company Act.
Article 6: The total amount of the Company's reinvestment is not restricted by Article 13 of the Company Act that the reinvestment shall not exceed 40% of the paid-in capital.

Chapter 2 Shareholding

Article 7: The total capital of the Company is NT$ 1,680,000,000 divided into 168,000,000 shares at a par value of NT$ 10 per share. Among them, the unissued shares are authorized to be issued by the board of directors in batches, and some of them may be preferred shares. Within the aforementioned total capital, NT$ 168,000,000 is reserved for the issuance of employee stock option certificates or corporate bonds with stock warrants, and the Board of Directors is authorized to issue such bonds according to business needs.
Article 7-1: The Company may issue employee stock options, transfer employee treasury shares, reserve a certain percentage of new shares for subscription by employees in accordance with the law, and issue new restricted shares to employees, to employees of subsidiaries of the Company or subsidiaries who meet certain criteria. and the manner of acquisition shall be authorized

by the Board of Directors. Article 7-2: With the consent of at least two-thirds of the voting rights of the shareholders present at a general meeting attended by shareholders representing a majority of the total number of outstanding shares, the Company's shares repurchased to be transferred to employees at a price lower than the actual average price of the shares repurchased; or Issue employee stock options at a subscription price lower than the closing price on the issue date.

Article 7-3: The Company's share certificates shall be registered and may be exempted from printing share certificates, but shall be issued in accordance with the Company Act or registered in accordance with the regulations of the relevant authorities. Article 8: The registration of the transfer of shares shall not be made within 60 days prior to the convening date of a regular shareholders meeting, or within 30 days prior to the convening date of a special shareholders meeting, or within 5 days prior to the record date determined by the Company for distribution of dividends and bonuses or other benefits. Article 8-1: The stock affairs of the Company shall be handled in accordance with the relevant laws and the requirements of the competent authorities. Chapter 3 Shareholders' Meeting Article 9: There are two types of shareholders' meetings: ordinary meetings and extraordinary meetings. Regular meetings shall be convened once a year, which shall be convened by the Board of Directors in accordance with the law within six months after the end of each fiscal year.

Unless otherwise provided in the Company Act, the shareholders' meetings referred to in the preceding paragraph shall be convened by the Board of Directors.

Electronic voting is one of the means by which the Company's shareholders may exercise their voting rights, and the relevant procedures are handled in accordance with the regulations of the competent authority.

The Company's shareholders' meeting may be convened by video conference or other means announced by the central competent authority. Unless otherwise prescribed by the securities regulator, the conditions, operating procedures, and other matters required for video-conference shall be followed.

Article 10: When a shareholders' meeting is convened by the Board of Directors, the Chairman shall preside over the meeting. When the Chairman is on leave or for any reason unable to exercise the powers of the chairperson, his/her deputy shall handle matters in accordance with Paragraph 3 of Article 208 of the Company Act. If the Chairman does not appoint a representative, the directors shall select from among themselves one person to serve as the chair. If a meeting is convened by a person entitled to convene other than the Board of Directors, such person shall preside over the meeting. If there are two or more conveners, one should be designated to assume this responsibility. If a shareholder is unable to attend the shareholders' meeting for any reason, he/she may appoint a proxy to attend the meeting by

providing a power of attorney issued by the company with his/her signature or seal stating the scope of authorization. The rules governing the attendance of a proxies in accordance with Article 177 of the Company Act. In addition to the provisions of the preceding paragraph, the regulations governing the attendance of shareholders by proxy shall be governed by the "Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies" promulgated by the competent authority. Article 11: Each shareholder of the Company shall have one voting right for each share held, unless otherwise provided in the law.

Article 12: Unless otherwise provided by the Company Act, resolutions at a shareholders' meeting shall be made by a majority vote of the shareholders present, who represent more than half of the total number of outstanding shares. The resolutions of the shareholders' meeting shall be recorded in the minutes of meeting, signed or sealed by the chairman of the shareholders' meeting, and distributed to each shareholder within 20 days after the meeting. The production and distribution of the minutes may be made by public announcement.
Article 12-1: If the Company has a plan to cancel the public offering in the future, it shall be approved by a majority of the voting rights of the attending shareholders at a general meeting attended by the shareholders representing more than two-thirds of the total number of issued shares.

Chapter 4 Directors and Audit Committee

Article 13: The Company shall have seven to nine directors under a candidate nomination system. Their tenure is three years and they shall be eligible for re-election.

Among the above-mentioned number of directors, at least three are independent directors, and the number of directors shall not be less than one-fifth of the number of directors. The professional qualifications, shareholdings, restrictions on part-time roles, nomination and election methods of independent directors, and other matters to be complied with, shall be in accordance with the Company Act and the Securities and Exchange Act.
Article 13-1: The Company has established an Audit Committee in accordance with Article 14-4 of the Securities and Exchange Act, consisting of all independent directors, and its number shall not be less than three. The Audit Committee and its members are responsible for carrying out the supervisors' duties and responsibilities as required by relevant laws and regulations. The Company may establish other functional committees depending on the operational needs of the Company. The establishment of relevant committees and the exercise of powers shall be determined by the Board of Directors through negotiation in accordance with the relevant regulations of the competent authorities.
Article 14: The board of directors shall be organized by directors and shall be attended by at least two-thirds of the directors and approved by a majority of the directors present to elect a chairman from among themselves. The Company may also elect in the same manner a Vice Chairman when deemed

necessary. The Chairman of the Board shall preside as chairman at shareholders' meetings and Board meetings, and shall represent the Company externally.

If a director is unable to attend a board meeting for any reason, he/she may appoint another director to attend the meeting on his/her behalf by issuing a written proxy and stating the scope of authorization within the reasons for convening the meeting.

The board meeting may be held via teleconference. A director participating in the meeting via teleconference shall be deemed to have attended the meeting in person.

Article 14-1: The meeting of the Board of Directors shall be convened with a notice in writing, fax, or e-mail to all directors within the time limit prescribed by the securities authority, stating the reasons for the meeting. In case of emergency, a meeting of the board of directors may be convened at any time.
Article 15: When the Chairman is on leave or for any reason unable to exercise the powers of the chairperson, his/her deputy shall handle matters in accordance with Article 208 of the Company Act.
Article 16: The directors of the Company may be paid a monthly remuneration, which shall be determined by the Board of Directors according to their operating performance and contribution value, taking into account the usual standards of the industry.
If a director of the Company concurrently holds other positions in the Company, he/she may receive a monthly salary in accordance with the salary level of an ordinary managerial officer for his or her duties with the Company.
Article 16-1: The Company may take out liability insurance for directors' liabilities under the law within the scope of their duties during their term of office. After insurance is purchased or renewed, the insurance amount and the insurance coverage shall be reported to the next board meeting.

Chapter 5 Managerial Officer

Article 17: The Company may have managerial officers, and the appointment, dismissal and remuneration of the managerial officers shall be handled in accordance with Article 29 of the Company Act.
Chapter 6 Accounting
Article 18: At the end of each fiscal year, the board of directors of the Company shall prepare the following tables and reports, and submit them to the general shareholders' meeting in accordance with the statutory procedures for request for recognition:
Business Report
Financial statements
Earnings distribution or loss off-setting proposals Article 19: If the Company makes a profit in the year, it shall allocate 0.1% to 15% as the remuneration to the employees, of which no less than 30% shall be distributed as remuneration to entry-level employees and no more than 3% as the remuneration of the directors. The proposal for the remuneration shall

be resolved by the board of directors and reported to the shareholders' meeting. However, the Company shall make up the amount of any accumulated losses.

The board resolution determines the distribution of employee remuneration in the form of stock or cash. The distribution includes employees who meet certain criteria in controlled or subordinate companies. The board is authorized to formulate the relevant criteria.

Article 19-1: The Company's earnings or deficits may be distributed at the end of each fiscal year. If there is a surplus in the settlement of the first half of the fiscal year, the distribution is as follows:

Payment of tax;
Making up for accumulated losses;
Estimate the remuneration of the retained employees and directors;
Setting aside 10% as a legal reserve, unless the legal reserve has reached the amount of the Company's paid-in capital;
After setting aside or reversing the special reserve depending on the Company's operational needs and laws and regulations;
If there are earnings, and the adjustment for the accumulated undistributed earnings of the previous period and the undistributed earnings of the current period, the Board of Directors shall prepare a earnings distribution proposal in the form of new shares, and submit it to the shareholders' meeting for resolution; The distribution shall be approved by the Board of Directors and reported to the Shareholders' Meeting.

If there are earnings in the annual final accounts, the distribution shall be as follows:

Payment of tax;
Making up for accumulated losses;
Setting aside 10% as a legal reserve, unless the legal reserve has reached the amount of the Company's paid-in capital;
After setting aside or reversing the special reserve depending on the Company's operational needs and laws and regulations;
If there are earnings, and the accumulated undistributed earnings at the beginning of the corresponding period and the adjustment of the undistributed earnings of the current period are adjusted, the board of directors shall prepare a proposal for the distribution of the earnings in the form of new shares, submit it to the shareholders' meeting for resolution.

In accordance with paragraph 5, Article 240 of the Company Act, the Company authorizes the Company to divide the dividend or bonus to be distributed according to the resolution adopted by more than two-thirds of the directors in attendance and by more than half of the directors’ present. All or part of the legal reserve and capital surplus as specified in paragraph 1, Article 241 of the Company Act shall be distributed in cash and reported to the shareholders' meeting.

Article 19-2: The Company's dividend policy is determined based on the Company's profitability, future business development and the protection of

shareholders' rights and interests. The method of dividend distribution is determined by the Board of Directors in accordance with these Articles of Incorporation, and shall depend on the Company's capital stock, financial structure, operating Shareholders' dividends shall be distributed no less than 10% of the after-tax earnings of the year, and capitalization of earnings or cash dividends shall be adopted at the resolution of the shareholders' meeting to achieve a balanced and stable dividend policy. However, cash dividends shall not be less than 10% of the total dividends.

Chapter 7 Supplementary Provisions
Article 20: Matters not covered in the Articles of Incorporation shall be handled in accordance with the Company Act.
Article 21: The Articles of Incorporation were established on September 9, 2013; the first amendment was made on March 7, 2014; the second amendment was made on December 5, 2014; the third amendment was made on June 8, 2016; the fourth amendment was made on June 8, 2019; the fifth amendment was made on June 16, 2021; the 6th amendment was made on June 1, 2022; the 7th amendment was made on June 6, 2023; the 8th amendment was made on May 13, 2025.

COPLUS INC. Chairman: Po-Hua Wu

Appendix (2)

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Internal control system
Name of system	Rules of Procedure for Shareholder Meetings			Date of issue	2023.06.06
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Article 1: Purpose

In order to establish a good governance system, improve the supervisory function and strengthen the management function of the Company's shareholders' meeting.

Article 2: Basis

Article 5 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies.

Article 3: Scope of Application

Except as otherwise provided by laws or the Articles of Incorporation, the Company's shareholders' meetings shall be governed by these Rules of Procedure.

Article 4: Shareholders' meetings of the Company shall be convened by the Board of Directors, unless the law provides otherwise.

Changes to the method of convening a shareholders' meeting of the Company shall be subject to a resolution of the board of directors, and no later than the despatch of the notice of the shareholders' meeting.

The Company shall submit the notice of meeting, the proxy form, the motions for ratification, motions for discussion, election or dismissal of directors, etc. before 30 days before the date of a regular shareholders' meeting or before 15 days before the date of an extraordinary shareholders' meeting, The data is compiled into electronic files and transmitted to the Market Observation Post System. The Company shall prepare electronic versions of the shareholders meeting agenda and supplementary meeting materials and upload them to the Market Observation Post System (MOPS) before 21 days before the date of a regular shareholders meeting or before 15 days before the date of a special shareholders meeting.

However, the Company's paid-in capital at the end of the most recent fiscal year has reached NTD 10 billion or more, or the total shareholding of foreign and Chinese investors as stated in the shareholder roster for a general meeting in the most recent fiscal year is more than 30%, the transmission of the said electronic files shall be completed 30 days before the ordinary shareholders' meeting.

Fifteen days before the shareholders' meeting, the shareholders' meeting handbook and supplementary materials shall be made available to shareholders for review at any time, and placed on display at the Company and the professional share registration agent appointed by

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the Company. On the day of the shareholders' meeting, the following shall be observed for the information of shareholders:

(1) When a physical shareholders' meeting is convened, they shall be distributed at the site of the shareholders' meeting.
(2) When a shareholder meeting is convened via video conference, it shall be distributed at the site of the shareholders' meeting and transmitted to the video conference platform as an electronic file.
(3) When a shareholder meeting is held by video, the electronic file shall be transmitted to the video conference platform.

The reasons for convening the meeting shall be specified in the notice and announcement; the notice may be given by electronic means with the consent of the addressee.

Election or dismissal of directors, changes to the Articles of Incorporation, capital reduction, application for cessation of public offering, director's permission to engage in business, capitalization of earnings, capital reserve, dissolution, merger, spin-off. The matters referred to in paragraph 1, Article 185 of the Company Act, Article 26-1 and Article 43-6 of the Securities and Exchange Act, Article 56-1 and Article 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be listed in the agenda, and may not be proposed as an interim motion.

The reasons for convening the shareholders' meeting have stated the re-election of directors and supervisors, and the inauguration date. After the completion of the re-election at the shareholders' meeting, the inauguration date may not be changed by extemporary motion or in the same meeting.

Shareholders holding one percent or more of the total number of issued shares may propose to the Company in writing for a regular shareholders meeting. However, it is limited to one proposal only, and any proposal with more than one proposal will not be included in the meeting agenda. In addition, the Board of Directors may not include the motions proposed by shareholders under any of the circumstances described in paragraph 4, Article 172-1 of the Company Act into the agenda.

A shareholder may make a proposal to urge the company to promote public interest or to fulfill its social responsibilities. Procedurally, such proposal shall be limited to one item in accordance with the relevant provisions of Article 172-1 of the Company Act. Not included in the agenda.

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Prior to the book closure date before a regular shareholders meeting is held, the Company shall publicly announce its acceptance of shareholder proposals in writing or electronically, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than ten days.

Each proposal submitted by shareholders is limited to 300 words. A proposal exceeding 300 words will not be included in the discussion agenda. Shareholders making proposals should attend the general shareholders' meeting in person or entrust an agent to attend and participate in the discussion of the proposal.

The Company shall notify the results of the motions to the shareholders before the date of notice for the shareholders' meeting, and list the motions in compliance with the requirements of this article in the meeting notice. For shareholders' proposals that are not included in the agenda, the board of directors shall explain the reasons for not including such proposals at the shareholders' meeting.

Article 5:

(1) A shareholder may appoint a proxy to attend each shareholders' meeting by presenting the proxy form issued by the Company and stating the scope of the proxy's authorization.
(2) A shareholder may only issue one proxy form and appoint one proxy only, and shall serve the proxy forms to the Company no later than five days before the date of the shareholders' meeting. In case of duplicate proxy forms, the one received first shall prevail. Except for a declaration to revoke the previous appointment.
(3) After a proxy form has been delivered to the Company, if a shareholder intends to attend the meeting in person or to exercise voting rights in writing or electronically, a written notice of proxy cancellation shall be submitted to the Company two days prior to the scheduled date of the meeting. If the cancellation notice is submitted after that time, the votes cast by the proxy at the meeting shall prevail.
(4) After a proxy form has been delivered to the Company, if a shareholder intends to attend the shareholders meeting by video conference, a written notice of proxy cancellation should be submitted to the Company two days prior to the meeting date; if the cancellation notice is submitted after that time, the votes cast by the proxy at the meeting shall prevail.

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Article 6:

The venue for a shareholders' meeting shall be the premises of the Company or a place easily accessible to shareholders and suitable for a shareholders' meeting. The meeting may not start earlier than 9 a.m. or later than 3 p.m. and the location and time of the meeting shall take into full consideration the opinions of independent directors.

The location of a shareholders' meeting of the Company held by videoconference is not limited by the preceding paragraph.

Article 7:

(1) The Company shall specify in the meeting notice the time and place for attendance of shareholder registrations, and other matters to be noted.
(2) The check-in time shall be at least 30 minutes before the commencement of the meeting; the check-in location shall be clearly marked and sufficient qualified personnel shall be assigned to handle the registration; the meeting platform will accept registrations for shareholders 30 minutes before the video conference of the shareholders' meeting. Shareholders who have completed registrations shall be deemed to have attended the meeting in person.
(3) Shareholders shall attend the shareholders meeting with the attendance card, sign-in card or other attendance documents. The Company shall not arbitrarily add requirements for other supporting documents; the solicitor for the solicitation of proxy forms shall also bring identification documents for future reference.
(4) The Company shall prepare a signature book for the attending shareholders to sign in, or the attending shareholders shall hand in a sign-in card in lieu of signing in.
(5) The Company shall provide the attending shareholders with the meeting handbook, annual report, attendance card, speech memo, voting ballot and other meeting materials; if there is an election of directors, an election ballot shall be attached.
(6) If the shareholder is a government agency or institution, more than one representative may be represented at the shareholders' meeting. When a legal person is entrusted to attend a shareholders' meeting, it may appoint only one representative to attend the meeting. If a shareholders meeting is convened by way of video conference, shareholders who wish to attend by way of video conference shall register with the Company two days before the shareholders meeting.
(7) If a shareholders' meeting is convened by video conference, the Company shall upload

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the agenda handbook, annual report and other relevant materials to the shareholders' meeting video conference platform at least 30 minutes before the start of the meeting, and keep the disclosure until the end of the meeting.

Article 7-1:

The Company shall specify the following in the shareholder meeting notice when convening a shareholder meeting via videoconference:

(1) Shareholders' participation in video conference and methods for exercising their rights.
(2) The handling of obstacles to the video conference platform or participants through video conference due to natural disasters, accidents or other force majeure events, including at least the following:
(a) The time when the preceding obstacles continue to be excluded and it is necessary to postpone or continue the meeting, and if it is necessary to postpone or continue the meeting.
(b) Shareholders who participate in the original shareholders' meeting by video conference without registration shall not be allowed to participate in the adjourned or continued meeting.
(c) If the video conference cannot be held, the total number of shares represented by shareholders meeting by video conference after deducting the number of shares attending the video conference and the total number of shares represented by shareholders meeting by convention should be proceeded with video conference. Shareholders, the number of shares in attendance shall be counted in the total number of shares of the shareholders present and it shall be deemed as their abstention on all proposals at the said general meeting.
(d) The manner in which all motions have been announced but no extemporary motion is carried out.
(3) Convening of the shareholders meeting by video conference, and shall specify the appropriate alternatives for shareholders who have difficulty in participating in the shareholder meeting by video.

Article 8:

If a shareholders meeting is convened by the Board of Directors, the meeting shall be chaired by the chairperson. When the chairperson is on leave or for any reason unable to

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exercise the powers of the chairperson, the vice chairperson shall act as the chair. There is no vice chairperson or the vice chairperson is also on leave or unable to exercise the powers of the chair If there is no managing director, designate a director.

If a managing director or a director serves as chair in the preceding paragraph, the managing director or director shall be the one who has held the position for more than six months and who understands the financial and business conditions of the company. The same shall apply to a representative who is a legal person director.

A shareholders meeting convened by the Board of Directors shall be convened by a chairperson of the Board of Directors. It is advisable that a majority of the directors of the Board of Directors and at least one member of each functional committee shall attend the meeting. The attendance shall be recorded in the shareholders' meeting minutes.

If a shareholders' meeting is convened by a party with the power to convene other than the Board of Directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.

The Company may appoint its appointed lawyers, certified public accountants or related personnel to attend the shareholders' meeting in a non-voting capacity.

Article 9:

(1) The Company shall make continuous audio and video recordings of the registration process of shareholders, the progress of the meeting, and the process of voting and vote counting from the time it accepts the registration.
(2) The aforementioned audiovisual data shall be retained for at least one year. However, if a lawsuit is filed by a shareholder in accordance with Article 189 of the Company Act, the records shall be retained until the end of the lawsuit.
(3) If a shareholders' meeting is convened by videoconference, the Company shall keep records of shareholders' registration, registration, attendance, questioning, voting, and the Company's vote counting results, and the videoconference shall be audio and video recorded throughout the entire process.
(4) The information and audio recordings referred to in the preceding paragraph shall be properly kept by the Company during the period of existence, and the audio and video recordings shall be provided to the entrusted person handling the video conference affairs for their preservation.

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(5) If the shareholders' meeting is convened by video conference, the Company shall record the audio and video of the back-end operation interface of the video conference platform.

Article 10:

(1) Attendance at a shareholders' meeting shall be calculated on the basis of shares. The number of shares represented by the shareholders attending the meeting shall be calculated based on the number of shares represented by the sign-in book or hand-in cards and the number of shares represented by the video conferencing platform, plus the number of shares whose voting rights are exercised by correspondence or electronically.
(2) The chair shall call the meeting to order at the appointed meeting time and announce the number of non-voting shares and the number of shares present at the same time. However, when the attending shareholders do not represent more than half of the total number of issued shares, the chair may announce a postponement of the meeting for a number of two times, and the total delay shall not exceed one hour. If the shareholders' meeting is not attended by the number of shareholders representing one third or more of the total number of issued shares after two postponements, the chair shall announce the meeting in order.
(3) If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted in accordance with Article 175, paragraph 1 of the Company Act, and each party The Shareholders may call another shareholders' meeting within one month. If the shareholders' meeting is convened by way of video conference, shareholders who wish to attend by way of video conference shall re-register with the Company in accordance with Article 6.
(4) If, before the end of the meeting, the number of shares represented by the shareholders present reaches more than half of the total number of issued shares, the chairperson may re-submit the tentative resolution made for a vote at the shareholders' meeting in accordance with Article 174 of the Company Act.

Article 11:

If a shareholders' meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors, and voting on relevant proposals (including extraordinary

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motions and amendments to the original proposals) shall be conducted one by one. The meeting shall proceed in accordance with the scheduled agenda and may not be changed without a resolution of the shareholders' meeting.

The provisions of the preceding paragraph apply mutatis mutandis to a shareholders' meeting convened by a party with the power to convene other than the board.

The chair may not adjourn the meeting without a resolution before the conclusion of the agenda (including extempore motions) of the preceding two paragraphs. The shareholders present at the meeting, with more than half of the voting rights, elect a person to be the chairman of the meeting to resume the meeting.

The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the end of the discussion, call for a vote, and arrange sufficient time for voting.

Article 12:

Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.

An attending shareholder who has submitted a speaker slip but does not speak shall be deemed to have not spoken. The content of the speech shall prevail if it is inconsistent with the statement slip.

Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed five minutes. However, if the shareholder's speech violates the rules or exceeds the scope of the agenda, the chair may terminate the speech.

When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the speaking shareholder; the chair shall stop any violation.

When a corporate shareholder appoints two or more representatives to attend a shareholders' meeting, only one person may speak on the same proposal. After an attending shareholder has spoken, the chair may respond in person or designate relevant personnel to respond.

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If a shareholders' meeting is convened by videoconference, shareholders participating by way of videoconference may ask questions in writing on the video conference platform of the shareholders' meeting after the chair declares the meeting to order. Each question may not be asked more than twice for each proposal. It is limited to 200 words, and the provisions of paragraphs 1 to 5 do not apply. If the question asked in the preceding paragraph does not violate the regulations or does not exceed the scope of the proposal, it is advised to disclose the question on the shareholders' meeting video conference platform for everyone to know.

Article 13:

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

For resolution of a shareholders' meeting, the number of shares held by shareholders without voting rights shall not be counted in the total number of issued shares.

Shareholders may not participate in the voting on matters that involve their own interests and may be detrimental to the interests of the Company, nor may they exercise voting rights on behalf of other shareholders.

The number of shares bearing no voting right is excluded from the number of shares represented by the shareholders present at the meeting.

Except for a trust enterprise or a stock affairs agency approved by the securities competent authority, when a person is concurrently appointed as proxy by two or more shareholders, the voting rights of the proxy shall not exceed 3% of the voting rights of the total number of issued shares. Not counted.

Article 14:

Shareholders are entitled to one vote for each share held, except when the shares are restricted or deemed non-voting as stated in paragraph 2, Article 179-2 of the Company Act. When the Company holds a shareholders' meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence; when voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders' meeting notice. Shareholders casting their votes by correspondence or electronic means shall be deemed to have attended the meeting in person. However, the shareholder shall be deemed a waiver of voting rights in respect of any extempore motion and amendment to the original proposal.

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Shareholders who elect to cast their votes by correspondence or electronic means shall express their intentions to the Company at least two days before the scheduled date of the meeting. However, this restriction does not apply to a declaration to revoke a previous declaration of intent.

After a shareholder has exercised voting rights in writing or electronically, if he/she intends to attend the shareholders' meeting in person or via videoconference, he/she shall express his/her intent to rescind the aforementioned exercise of the voting right in the same manner as for the exercise of the voting right two days prior to the scheduled date of the meeting. or electronically. If the voting right is exercised in writing or by way of electronic transmission, and a proxy is appointed to attend the shareholders' meeting, the voting right exercised by the proxy attending the meeting shall prevail.

Except as otherwise provided by the Company Act and the Company's Articles of Incorporation, a proposal shall be passed by an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of voting, the chair or the person designated by the chair shall announce the total number of voting rights of the attending shareholders for each proposal, and then the shareholders shall vote on each proposal. On the same day after the shareholders' meeting, the results of shareholders' consent, objection and abstention shall be entered into the Market Observation Post System. When there is an amendment or substitute to the same proposal, the Chairman shall determine the order of voting together with the original proposal. If any one of the proposals has been passed, the other proposals shall be deemed rejected and no further voting shall be required.

Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel are shareholders of the Company.

The votes for voting or election shall be counted in public at the venue of the shareholders' meeting, and the voting results, including the number of votes, shall be announced on the scene immediately after the completion of the counting and recorded as a record.

Shareholders attending the shareholders' meeting via video conference shall conduct the voting on various proposals and election proposals through the video conference platform after the chair has announced the meeting through video conference, and shall complete the voting on various proposals and election proposals before the chair announces the voting is closed. deemed a waiver.

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If the shareholders' meeting is convened by video conference, the votes shall be counted in one lump sum and the voting and election results shall be announced after the chairperson announces the close of voting.

When the Company convenes a video-assisted shareholders meeting, shareholders who have registered to attend the shareholders' meeting by way of video in accordance with Article 6 and wish to attend the physical shareholders' meeting in person shall cancel the registration in the same manner as for the registration two days before the meeting; If the revocation is made after the time limit, the shareholder may only attend the shareholders' meeting by way of video conference.

A shareholder who exercises his/her right to vote by way of a written or electronic means without revoking his/her declaration of intent and participates in the shareholders' meeting by video conferencing shall not exercise its voting right on the original proposal, propose any amendment to the original proposal, or exercise voting rights on an amendment to the original proposal except for extempore motions.

Article 15:

The election of directors at a shareholders' meeting shall be held in accordance with the relevant election rules established by the Company, and the election results, including the list of elected directors and the number of votes they received, shall be announced on the spot. The ballots for the election referred to in the preceding paragraph shall be sealed with the signature of the scrutineers and kept in proper custody for at least one year. However, if a lawsuit is filed by a shareholder in accordance with Article 189 of the Company Act, the records shall be retained until the end of the lawsuit.

Article 16:

The resolutions of a shareholders' meeting shall be recorded in the minutes of the meeting, signed or sealed by the chairperson. The minutes shall be distributed to all shareholders within 20 days after the meeting. The preparation and distribution of the minutes of meeting on record may be made electronically.

For the distribution of the minutes of meeting in the preceding paragraph, the Company may enter it into the MOPS for announcement.

The meeting minutes shall record the year, month, day, and place of the meeting, the name of the chairperson, the methods by which resolutions were adopted, and a summary of the

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deliberations and their results (including the number of voting rights) shall be kept for the duration of the Company's existence.

If a shareholders' meeting is convened by videoconference, the minutes of the meeting shall record, in addition to the matters required by the preceding paragraph, the beginning and ending time of the shareholders' meeting, the method of convening the meeting, the name of the chairman and minutes of the method and state of handling in the event of failure of the Company to communicate with the Company or participants by way of video conferencing.

The Company shall comply with the preceding paragraph when convening a shareholder meeting via video conference, and specify in the minutes of the meeting the alternative measures offered to shareholders who are in difficulty for participating in the shareholders meeting via video conference.

Article 17:

On the day of the shareholders' meeting, the Company shall prepare a statistical table in the prescribed format for the number of shares to be acquired by solicitors and the number of shares to be represented by proxies, and the number of shares to be represented by shareholders in the meeting venue. If a shareholders' meeting is held by video conference, the Company shall upload the aforementioned information to the shareholders' meeting video conference platform at least 30 minutes before the start of the meeting and continue to disclose the information until the end of the meeting.

The Company holds a video conference of the shareholders' meeting. When announcing the meeting, the total number of shares represented by the shareholders shall be disclosed on the video conference platform. The same shall apply to the statistics on the total number of shares and the number of voting rights of the shareholders present at the meeting.

If a resolution at a shareholders' meeting constitutes material information under relevant laws or regulations or Taiwan Stock Exchange Corporation (Taipei Exchange) regulations, the Company shall transmit the content to the Market Observation Post System (MOPS) within the prescribed time period.

Article 18:

The service personnel of the shareholders' meeting shall wear identification badges or armbands.

The chair may direct the proctors or security personnel to help maintain order at the meeting

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place. When proctors or security personnel help maintain order at the meeting place, they shall wear armbands or identification cards bearing the word "Proctor."

If the meeting place is equipped with sound amplifying equipment, the chair may stop a shareholder from speaking if he/she uses anything other than the equipment provided by the Company.

If a shareholder violates the rules of procedure and refuses to obey the correction of the chairperson, thus obstructing the progress of the meeting and failing to comply after being stopped, the chairperson may direct the proctors or security personnel to escort the shareholder from the meeting place.

Article 19:

When a meeting is in progress, the chair may announce a break based on time considerations. In the event of a force majeure event, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed. Before the completion of the agenda of the shareholders' meeting (including extraordinary motions), if the meeting venue is no longer in use, the shareholders' meeting may resolve to find another venue to continue the meeting.

A resolution may be adopted at a shareholders' meeting to postpone or continue the meeting within 5 days in accordance with Article 182 of the Company Act.

Article 20:

If a shareholders' meeting is convened by video conference, the Company shall disclose the voting results of each proposal and election results on the shareholders' meeting video conference platform in accordance with the regulations immediately after the close of poll. This disclosure should continue for at least fifteen minutes after the chairman announces the adjournment of the meeting.

Article 21:

When the Company holds a video conference, the chairperson and the person taking minutes shall be at the same place in Taiwan. The chairperson shall announce the address of such place at the time of the meeting.

Article 22:

If a shareholders' meeting is convened by video conference, the Company may provide a

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Internal control system
Name of system	Rules of Procedure for Shareholder Meetings			Date of issue	2023.06.06
Document No.	IC-W-2	Version	3.0	Pages	14/15

simple connection test to the shareholders before the meeting, and provide related services immediately before and during the meeting to assist with the resolution of communication technical problems.

If a shareholders' meeting is convened by video conference, the chair shall, when announcing the meeting to order, make a separate announcement, before the meeting is adjourned, natural disasters, accidents or other force majeure events hinder the participation in the video conference platform or by means of video conferencing for more than 30 minutes, the meeting shall be postponed or resumed within five days. Not applicable in compliance with the provisions of Article 182.

In the event of the aforementioned meeting that should be adjourned or adjourned, shareholders who have not registered to participate in the original shareholders' meeting by video conference shall not participate in the adjourned or adjourned meeting.

For the meeting that should be postponed or adjourned according to the provisions of paragraph 2, the number of shares attended, the voting rights exercised, and the number of shares attended, the number of voting rights exercised, and the number of shares represented, and the number of voting rights exercised by the shareholder who did not participate in the adjourned or adjourned meeting via video conference. The voting rights shall be counted in the total number of shares, voting rights and voting rights of the shareholders present at the adjourned or adjourned meeting.

In the case of an adjournment or adjournment of a shareholders' meeting in accordance with the provisions of paragraph 2, it is not necessary to re-discuss or resolve a proposal for which the voting and vote counting have been completed, and the voting results or the list of elected directors or supervisors have been announced.

If a video conference is convened by the Company, and the video conference cannot be held under the circumstance specified in the second paragraph, the shareholders meeting shall continue if the total number of shares represented by the shareholders still reaches the legal limit after deducting the number of shares attending the video conference, without the need for the postponement or continuation of the meeting in accordance with the second paragraph.

If a shareholder participates in the shareholders' meeting by way of video conference on any matter that should be proceeded with the meeting in the preceding paragraph, the number of shares in attendance shall be counted in the total number of shares held by the shareholders

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COPLUS INC.	COPLUS INC.	COPLUS INC.	COPLUS INC.	COPLUS INC.	COPLUS INC.
Internal control system
Name of system	Rules of Procedure for Shareholder Meetings			Date of issue	2023.06.06
Document No.	IC-W-2	Version	3.0	Pages	15/15

in attendance, but the votes shall be deemed as their abstention on all proposals at the shareholders' meeting.

The Company's postponement or renewal of a general meeting in accordance with the provisions of paragraph 2 shall be in accordance with the provisions of paragraph 27, Article 44 of the Regulations Governing the Administration of Shareholder Services of Public Stock Companies. Proceed in accordance with the original shareholders' meeting date and the provisions of each relevant regulation.

The latter paragraph of Article 12 and paragraph 3, Article 13 of the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, paragraph 2 of Article 44-5, Article 44-15 and paragraph 1 of Article 44-17 of the Regulations Governing the Administration of Shareholder Services of the Public Companies. The Company shall postpone or continue the date of the shareholders' meeting in accordance with the provisions of paragraph 2.

Article 23:

When the Company holds a shareholders meeting by video, it shall provide appropriate alternatives for shareholders who have difficulty in attending the meeting by video.

Article 24: Implementation and amendment

These Rules and Procedures, and any amendments hereto, shall be implemented upon the resolution of the Shareholders Meeting.

Article 25: Supplement to relevant laws and regulations

Any matters not covered by these Rules of Procedure shall be governed by relevant laws and regulations.

Article 26: Date of Revision

These Rules of Procedure were established on July 1, 2020.

The first amendment to these Rules of Procedure was approved by the Board of Directors on December 10, 2021 and the Shareholders' Meeting on June 1, 2022.

The second amendment to these Rules of Procedure was approved by the Board of Directors on December 13, 2022, and approved by the Shareholders' Meeting on June 6, 2023.

COPLUS INC.

Appendix (3)

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Internal control system
Name of system	Procedures for Election of Directors			Date of issue	2022.06.01
Document No.	IC-W-1	Version	3.0	Pages	1/2

Article 1: Purpose

To establish a fair, just and open selection process for the Company's directors.

Article 2: Basis

Article 192-1 of the Company Act and Article 21 of the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies, election of directors shall be handled in accordance with these Regulations.
Article 3: Elections of directors of the Company shall be conducted in accordance with the candidate nomination system and procedures stipulated in Article 192-1 of the Company Act and the Articles of Incorporation of the Company, and the overall composition of the Board of Directors shall be considered. Members of the Board of Directors shall generally possess the necessary knowledge, skills, and literacy to perform their duties.
More than half of the directors shall not be a spouse or a relative within the second degree of kinship.
Article 4: The single registered cumulative voting method is used for the election of the Company's directors. Each share is entitled to the same number of suffrage as the number of directors to be elected, and may be cast for a single candidate or split among multiple candidates.
Article 5: The number of voting rights of independent directors and the voting rights of non-independent directors are calculated separately for the Company's directors in accordance with the number of voting rights specified in the Articles of Incorporation. The candidates receiving the highest number of voting rights shall be elected in descending order. If two or more directors receive the same number of votes, more When the number of seats is specified, the candidates with the same number of votes shall draw lots to determine the candidates, with the chair drawing lots on behalf of the absentees.
Article 6: When the Board of Directors prepares the ballots, it shall be numbered and filled in with the number of voting rights.
Article 7: At the beginning of the election, the chair shall appoint the monitoring and counting personnel to monitor and count the votes. The monitoring personnel may be appointed among the shareholders present.
Article 8: The balloting trays shall be prepared by the Board of Directors and publicly checked by the

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Internal control system
Name of system	Procedures for Election of Directors			Date of issue	2022.06.01
Document No.	IC-W-1	Version	3.0	Pages	2/2

vote monitoring personnel before voting commences.

Article 9: Voters shall write down the name of the candidate and the shareholder account number on the ballot. If the candidate is not a shareholder, he/she shall fill in his/her ID card number (passport number for foreigners) before inserting it into the ballot counter. If a shareholder of a legal person is the candidate, the candidate column of the ballot may list the full title of the legal person or the representative of the legal person.

Article 10: A ballot is invalid if any of the following occurs:

(1) The ballot was not cast into the ballot.
(2) The ballot was not prepared by the Company.
(3) A blank ballot that has not been filled in by the voters.
(4) If the candidate entered on the ballot is a shareholder, the candidate's account name and account number do not conform with those provided in the shareholder roster; if the candidate is not a shareholder, the name and identity document number have been verified to be inconsistent.
(5) Other words or marks written on the ballot in addition to the candidate's name and account number.
(6) Any one of the candidate's name, account number, and number of votes has been altered.
(7) The writing is blurred and indecipherable.
Article 11: The counting personnel is supervised by the scrutineers. The results of the counting shall be announced by the chair on the scene.

Article 12: Implementation and amendment

These Regulations, and any amendments hereto, shall be implemented after the approval of

the Shareholders' Meeting.

Article 13: Supplement to relevant laws and regulations

Any matters not covered by these Regulations shall be governed by the relevant laws and regulations.

Article 14: Date of Revision

These Regulations were enacted on July 1, 2020.

The first amendment to these Regulations was approved by the Board of Directors on September 17, 2021 and approved by the Shareholders' Meeting on October 13, 2021. The second amendment to these Regulations was approved by the Board of Directors on March 15, 2022 and approved by the Shareholders' Meeting on June 1, 2022.

Appendix (4)

COPLUS Inc.

COPLUS Inc.	COPLUS Inc.	COPLUS Inc.
Internal Control System
Name	Procedures for Acquisition or Disposal of Assets		Issue Date	2022/6/1
No.	IC-F-2	Version	3.0	Page	1-13

Version Date Editor Amendment	Version Date Editor Amendment	Version Date Editor Amendment
1.0 2020/7/1 Newlyestablished
2.0 2022/6/1 First Revision (Amended to replace references to “Supervisors” with “Audit Committee”)
3.0	2022/6/1	Second Revision (Amended in response to the FSC’s January 28, 2022 amendments to certain provisions of the “Regulations Governing the Acquisition and Disposal of Assets byPublic Companies”)

Article 1: Purpose

To strengthen the management of the Company’s procedures for the acquisition and disposal of assets, to ensure that all such transactions are properly evaluated and approved, and to implement information disclosure, these Procedures are hereby established.

Article 2: Legal Basis

This procedure is established in accordance with Article 36-1 of the “Securities and Exchange Act” and the “Procedures for Acquisition or Disposal of Assets”.

Article 3: Scope of Assets

securities investments, including equities, bonds, corporate bonds, bank indentures, security interest in funds, depository receipts, warrants, beneficiary securities, asset-based securities, etc.;
property (including lands, plants and buildings, investment property, and inventories of the construction industry) and equipment;
memberships;
patents, copyrights, trademarks, franchise rights as intangible assets;

right-of-use assets;
claims of financial institutions (including receivables, bills purchased and discounted, loans, and non-accrual loans);
derivatives products;
assets that are acquired or disposed through mergers, spin-offs, acquisitions or share transfers;
other major assets.

Article 4: Definitions

Derivative products: refers to forward contracts, option contracts, futures contracts, margin contracts, swap contracts, combinations of the aforementioned contracts, or structured products embedded with derivative products, whose values are derived from specific interest rates, financial instrument prices, commodity prices, exchange rates, price or rate indices, credit ratings or credit indices, or other variables. Forward contracts referred to herein do not include insurance contracts, performance contracts, after-sales service contracts, long-term lease contracts, or long-term purchase and sale contracts.
Assets acquired or disposed of through legal mergers, divisions, acquisitions, or share transfers: refers to assets acquired or disposed of through mergers, divisions, or acquisitions conducted in accordance with the Company Merger and Acquisition Act, Financial Holding Company Act, Financial Institutions Merger Act, or other laws, or to the issuance of new shares to acquire the shares of another company under the provisions of Article 156-3 of the Company Act (hereinafter referred to as "share transfers").
Related parties and subsidiaries: as determined in accordance with the Financial Reporting Standards for Issuers of Securities.
Professional appraisers: refers to real estate appraisers or others engaged in the business of real estate, equipment, or intangible asset appraisal in accordance with applicable laws.
Date of occurrence refers to the earlier of the transaction signing date, payment date, commission execution date, transfer date, board resolution date, or other date that sufficiently determines the transaction object and transaction amount. However, for investors who require approval from the competent authority, the

earlier of the aforementioned dates or the date on which approval is received from the competent authority shall apply.

Investment in mainland China: refers to investments or technical cooperation activities in mainland China conducted in accordance with the Regulations Governing Investment Permits or Technical Cooperation Permits in Mainland China by the Investment Commission of the Ministry of Economic Affairs.
“Within one year” refers to the one-year period calculated retrospectively from the date of occurrence of the current transaction.
“The latest financial statements” refers to the financial statements publicly disclosed by the Company, which have been audited or reviewed by a certified public accountant in accordance with applicable laws, prior to the acquisition or disposal of assets.

Article 5: Quota for Investing in Non-Operating Real Estate and Securities

The quotas for the company and its subsidiaries to individually acquire the abovementioned assets are as follows:

The total amount of non-operating real estate shall not exceed 20% of net value presented in the most recent financial statements.
The total amount of investment in securities shall not exceed 50% of net value presented in the most recent financial statements.
The amount of investment in individual securities shall not exceed 30% of net value presented in the latest financial statements.

Article 6: Procedures for Acquiring or Disposing of Securities

The procedure of evaluation The Company ’ s acquisition or disposal of securities shall be made in accordance with the Company ’ s internal control systems governing the investment cycle.
The determining procedures for transaction terms and authorization limits
(1) For the acquisition or disposal of securities traded on the stock exchange market or on the over-the-counter market, the transaction amount at the time of the transaction shall be used as the basis for determination and handled in accordance with the applicable authorization levels.
(2) When the company acquires or disposes of securities not traded on the

stock exchange market or on the over-the-counter market, the latest financial statements of the Company that have been audited and certified or reviewed by an accountant should be used as a reference for evaluating the transaction price before the occurrence of the transaction. The price shall be determined with consideration of its net asset value per share, profitability, future development potential, and by reference to the prevailing transaction price, and shall be handled in accordance with the applicable authorization levels.

Responsible Departments
When the Company invests in securities, the financial and accounting departments is responsible for implementation after obtaining approval based on the authority in the preceding paragraph.
Obtaining Expert Opinions
- (1) When the company acquires or disposes of securities with amounts reaching 20% of the Company's paid-in capital or more than NT$300 million, it should consult with an accountant for an opinion on the reasonableness of the transaction price before the occurrence of the transaction. However, if the securities have an active market with public quotations or if the Financial Supervisory Commission has other regulations, this requirement does not apply.
- (2) When the company acquires or disposes of assets through a court auction process, the certification document issued by the court can replace the valuation report or the accountant's opinion.

Article 7: Procedures for Acquiring or Disposing of Property and Equipment

The procedure of evaluation The Company ’ s acquisition or disposal of assets shall be handled in accordance with the Company ’ s internal control systems governing the property, plant and equipment cycle.
The determining procedures for transaction terms and authorization limits The Company ’ s acquisition or disposal of assets shall be handled in accordance with the table of delegated authority.
Responsible Departments

When the Company acquires or disposes of property, plant and equipment, it shall obtain approval in accordance with the aforementioned delegated authority, after which the user department and the responsible management department shall carry out the execution.

The Appraisal Report for Property or Equipment Except for transactions with domestic government institutions, contracting third parties to construct on land owned or leased by the Company, or acquisition of equipment for business use, an appraisal report issued by a Professional Appraiser shall be obtained prior to the Date of the Event for any acquisition or disposal of real estate, equipment or related right-of-use assets by the Company the amount for which is 20% of the Company’s paid-in capital or NT$300 million, and the following provisions shall be complied with:
(1) If for any special reason, restricted price, specific price, or special price must be used as a reference for the transaction price, the transaction shall be approved by the Board in advance. The above procedures shall also be followed in case the transaction terms are changed subsequently.
(2) If the transaction price is over NT$1 billion, the Company shall retain at least two Professional Appraisers to perform the appraisal.
(3) If the appraisal results provided by professional appraisers fall under any of the following circumstances, unless all the appraisal results for the assets to be acquired exceed the transaction price, or all the appraisal results for the assets to be disposed are less than the transaction price, the Company shall request a certified public accountant to issue a statement on the reasons for such discrepancy and the fairness of the transaction price:
- a. The discrepancy between the appraisal report is over 20% of the transaction price.
- b. The discrepancy between the two appraisal reports is over 10% of the transaction price.
(4) For acquisition or disposal of assets through court auction procedures, the appraisal report or certified public accountant’s opinion can be replaced by documents issued by the courts.
(5) The appraisal report shall be issued within 3 months before the contract date; provided that if the asset’s publicly declared value remains the same

and the appraisal report was issued no longer than 6 months, the original Professional Appraiser may present supplemental opinions.

Article 8: Procedures for Acquiring Property or Disposing Asset from Related Parties.

When the Company acquires or disposes of assets with related parties, in addition to complying with the relevant approval procedures under these Procedures and assessing the reasonableness of the transaction terms, if the transaction amount reaches 10% or more of the Company’s total assets, an appraisal report issued by a professional appraiser or an opinion from a certified public accountant shall also be obtained in accordance with Articles 6, 7, and 9. In determining whether a counterparty is a related party, consideration shall be given not only to its legal form but also to the substance of the relationship.
The Evaluation and Procedure

If the Company intends to acquire or dispose of real estate or related rightof-use assets from or to a related party, or when it intends to acquire or dispose of assets other than real estate or related right-of-use assets from or to a related party and the transaction amount reaches 20% of the Company’s paid-in capital, 10% of the Company’s total assets, or NT$300 million, except for buying or selling domestic government bonds, bonds under repurchase and resale agreements and subscribing or redeeming money market funds issued by domestic securities investment trusts, the Company may not enter into any transaction contract or make a payment until the following matters have been approved by the Audit Committee and then submitted to the Board for approval:

(1) The purpose, necessity and anticipated benefit of the proposed acquisition or disposal of assets.
(2) The reason for choosing the related party as a trading counterparty.
(3) With respect to the acquisition of property or related right-of-use assets from a related party, information regarding the evaluation of the reasonableness of the preliminary transaction terms in accordance with Article 2, paragraph 1 to 5.
(4) The date and price at which the related party originally acquired the real estate, the original trading counterparty, and such trading counterparty’s relationship to the Company and such related party.

(5) Monthly cash flow forecasts for the year commencing from the anticipated month of the signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the fund utilization.
(6) An appraisal report from a professional appraiser obtained in compliance with the preceding paragraph 1.
(7) Restrictive covenants and other important stipulations associated with the transaction.

After the appointment of independent directors, when the aforementioned information is submitted to the Board of Directors for discussion, due consideration or not shall be given to the opinions of each independent director. Any objections or qualified opinions expressed shall be recorded in the minutes of the Board meeting.

After the establishment of the Audit Committee, the aforementioned information shall first be approved by more than one-half of all members of the Audit Committee before being submitted to the Board of Directors for resolution. If such approval is not obtained, the matter may proceed upon approval by more than two-thirds of all directors, and the resolution of the Audit Committee shall be recorded in the minutes of the Board meeting.

Where the Company or any of its subsidiaries that is not a domestic public company engages in the aforementioned transactions, and the transaction amount reaches 10% or more of the Company’s total assets, the Company shall submit the relevant information listed above to the shareholders’ meeting for approval before entering into the transaction agreement or making any payment. However, this requirement shall not apply to transactions between the Company and its subsidiaries or between subsidiaries.

For transactions between the Company and its subsidiaries involving the acquisition or disposal of equipment for operational use or right-of-use assets, the Board of Directors may authorize the Chairman to make decisions within a specified limit, with subsequent ratification at the next Board meeting.

The calculation of the transaction amount mentioned above shall be conducted in accordance with Article 12, Paragraph 1, Subparagraph 7. The term “ within one year ” shall be calculated retroactively from the date of occurrence of the current transaction. Transactions that have already been approved by the shareholders ’ meeting or the Board of Directors in accordance with these

procedures shall not be counted again.

Assessment of the Reasonableness of Transaction Costs
(1) When the Company acquires property or right-of-use assets from related parties, the reasonableness of the transaction cost shall be assessed using the following methods:
- a. Based on the transaction price with related parties, plus necessary financing interest costs and costs to be borne by the buyer in accordance with the law. The necessary financing interest cost shall be calculated using the Company’s weighted average borrowing interest rate in the year the asset is acquired; provided, however, that it shall not exceed the maximum non-financial industry borrowing rate announced by the Ministry of Finance.
- b. If related parties have previously used the subject property as collateral to obtain a loan from a financial institution, the total appraised lending value assessed by the financial institution for such property may be used; provided that the cumulative actual loan amount extended by the financial institution has reached at least 70% of the appraised lending value and the loan term has exceeded one year. This shall not apply where the financial institution and one of the transaction parties are related parties.
(2) Where land and buildings of the same property are purchased or leased together, the transaction cost may be assessed separately for the land and the building using any of the methods described above.
(3) When assessing the cost of property or right-of-use assets thereof, the Company shall engage a certified public accountant to review the assessment and express a specific opinion.
(4) If the results of the assessments conducted pursuant to Subparagraphs (1) and (2) of Paragraph 3 of this Article are lower than the transaction price, the Company shall proceed in accordance with Subparagraph (5) of Paragraph 3 of this Article. However, this shall not apply where objective evidence is provided and specific reasonable opinions have been obtained from a professional property appraiser and a certified public accountant under any of the following circumstances:
- a. Where the related party acquired undeveloped land or leased land for

development, and evidence is provided that one of the following conditions is met:

  - i. The undeveloped land is assessed in accordance with the methods described above, and the building is valued based on the related party’s construction cost plus a reasonable construction profit, with the total exceeding the actual transaction price. The reasonable construction profit shall be based on the lower of the average gross profit margin of the related party’s construction segment over the most recent three years or the most recent gross profit margin of the construction industry announced by the Ministry of Finance.

  - ii. Comparable transactions conducted within one year for other floors of the same property or in neighboring areas by nonrelated parties, with similar floor area, and with transaction conditions deemed comparable after adjusting for reasonable price differences by floor level or location in accordance with real estate market practices.

b. here the Company provides evidence that the transaction conditions for acquiring property or right-of-use assets from related parties are comparable to those of transactions conducted within one year in neighboring areas by non-related parties, with similar floor area. For the purposes above:
- “Neighboring areas” refers, in principle, to the same or adjacent blocks within a radius of no more than 500 meters from the subject property or with similar publicly announced land values.
- “Similar floor area” means that the comparable transaction area is not less than 50% of the subject property area.
- “Within one year” is calculated retrospectively from the date of occurrence of the current acquisition of real property.
(5) Where the Company acquires property or right-of-use assets thereof from related parties and the assessment results conducted pursuant to Subparagraphs (1) and (2) of Paragraph 3 of this Article are both lower than the transaction price, the following actions shall be taken:
a. The difference between the transaction price and the assessed cost of the real property or right-of-use asset shall be appropriated as a special

reserve in accordance with Article 41, Paragraph 1 of the Securities and Exchange Act, and shall not be distributed or used for capital increase by issuance of shares. Where an investor adopting the equity method to account for its investment in the Company is a public company, it shall also appropriate a special reserve in proportion to its shareholding in accordance with Article 41, Paragraph 1 of the Securities and Exchange Act.

b. Independent directors shall act in accordance with Article 218 of the Company Act.
c. The handling of the matters set forth in Subparagraphs 1 and 2 above shall be submitted to the shareholders’ meeting, and the details of the transaction shall be disclosed in the annual report and prospectus.
d. The special reserve appropriated in accordance with Subparagraph 1 may only be utilized after the asset acquired at a premium or the leased asset has been recognized with impairment loss, or has been disposed of or the lease has been terminated, or appropriate compensation has been made or restoration to original condition has occurred, or other evidence confirms that there is no unreasonableness, and upon approval by the competent authority.

Where the Company acquires property or right-of-use assets from related parties and there is other evidence indicating that the transaction does not conform to normal business practices, the provisions of the preceding paragraph shall also apply.

(6) Where the Company acquires property or right-of-use assets from related parties under any of the following circumstances, it is sufficient to comply with the assessment procedures set forth in Paragraphs 1 and 2 of this Article, and the provisions of Paragraph 3, Subparagraphs (1) to (3) regarding the assessment of the reasonableness of transaction costs shall not apply:
For appraisal reports obtained by the Company, or opinion letters issued by certified public accountants, attorneys, or securities underwriters, the professional appraiser and its appraising personnel, as well as the certified public accountant, attorney, or securities underwriter, shall not be related parties to any party to the transaction.

The Audit Committee shall supervise the execution of the Company’s

business operations in accordance with Article 218 of the Company Act, and may at any time investigate the Company’s business and financial conditions, examine, transcribe, or reproduce books and documents, and may request reports from the Board of Directors or managerial officers.

In performing the duties set forth in the preceding paragraph, the Audit Committee may, on behalf of the Company, engage attorneys or certified public accountants to conduct reviews.

Article 9: The Procedures for Acquiring or Disposing of Membership Certificates or Intangible Assets

The evaluation and procedure The Company’s acquisition or disposal of membership certificates or intangible assets shall be handled in accordance with the Company’s internal control systems.
The determining procedures for transaction terms and authorization limits

Based on the operational needs of each department, the necessity shall be evaluated, and an assessment report shall be prepared taking into account the asset’s contribution to the Company’s future development. The transaction may only proceed upon approval by the authorized supervisor.

Responsible Departments When the Company acquires or disposes of membership certificates or intangible assets, it shall obtain approval in accordance with the aforementioned delegated authority, after which the user department and the responsible management department shall carry out the execution.
The Appraisal Report for Membership Certificates or Intangible Asset
(1) When the company acquires or disposes of securities with amounts reaching 20% of the Company's paid-in capital or more than NT$300 million, it should consult with an accountant for an opinion on the reasonableness of the transaction price before the occurrence of the transaction. However, if the securities have an active market with public quotations or if the Financial Supervisory Commission has other regulations, this requirement does not apply.
(2) When the company acquires or disposes of assets through a court auction process, the certification document issued by the court can replace the valuation report or the accountant's opinion.

(3) The calculation of the transaction amount under Articles 6, 7, and 9 of these Procedures shall be conducted in accordance with Subparagraph 5, Paragraph 1 of Article 12. “Within one year” shall be calculated retrospectively from the date of occurrence of the current transaction. Any portion for which an appraisal report issued by a professional appraiser or an opinion from a certified public accountant has already been obtained in accordance with these Regulations may be excluded from the calculation.

Article 10: Transactions involving derivative financial instruments shall be handled in accordance with the Company’s “Procedures for Trading in Derivative Financial Instruments.

Article 11: Procedures for Handling Mergers, Demergers, Acquisitions, or Share Transfers

The procedure of evaluation
(1) When the Company, in consideration of its future business development needs, intends to carry out a merger, demerger, acquisition, or share transfer, it shall, prior to convening the Board of Directors for resolution, engage a certified public accountant, attorney, or securities underwriter to issue an opinion on the reasonableness of the share exchange ratio, acquisition price, or the cash or other property to be distributed to shareholders, and submit such opinion to the Board of Directors for deliberation and approval. However, this requirement shall not apply to mergers between the Company and a subsidiary in which it directly or indirectly holds 100% of the issued shares or total capital, or between subsidiaries in which the Company directly or indirectly holds 100% of the issued shares or total capital.
(2) The Company shall prepare a public document for shareholders prior to the shareholders’ meeting, detailing the important terms and conditions of the merger, demerger, or acquisition and related matters, and shall deliver such document together with the expert opinion referred to in Subparagraph (1) of Paragraph 1 of this Article and the notice of the shareholders’ meeting to shareholders as a reference for determining whether to approve the merger, demerger, or acquisition. However, this shall not apply where, pursuant to other applicable laws, a shareholders’ meeting is not required to resolve such matters.

(3) If the shareholders’ meeting of any company participating in the merger, demerger, or acquisition cannot be convened or a resolution cannot be adopted due to insufficient attendance, insufficient voting rights, or other legal restrictions, or if the proposal is rejected by the shareholders’ meeting, the Company shall immediately make a public disclosure explaining the reasons for such occurrence, subsequent handling procedures, and the expected date for convening the shareholders’ meeting.
Other Matters Requiring Attention
(1) Dates of Board of Directors and Shareholders’ Meetings: Companies participating in a merger, demerger, or acquisition shall, unless otherwise provided by law or approved in advance by the competent authority due to special circumstances, convene their Board of Directors and shareholders’ meetings on the same day to resolve matters relating to the merger, demerger, or acquisition. Companies participating in a share transfer shall, unless otherwise provided by law or approved in advance by the competent authority due to special circumstances, convene their Board of Directors on the same day.
(2) Required Contents of the Agreement:
- Where the Company participates in a merger, demerger, acquisition, or share transfer, the agreement shall specify the rights and obligations of the participating companies and shall include the following:
- a. Handling of breach of contract.
- b. Principles governing the treatment of equity-type securities previously issued or treasury shares repurchased by a company that is extinguished due to merger or is demerged.
- c. The number of treasury shares that participating companies may repurchase in accordance with law after the record date for calculating the share exchange ratio, and the principles governing their treatment.
- d. Handling procedures for changes in the number or identity of participating entities.
- e. The expected implementation schedule and anticipated completion date of the plan.
- f. Relevant procedures, including the scheduled date for convening a

shareholders’ meeting as required by law, in the event the plan is not completed as scheduled.

Principles for Determination and Adjustment of Share Exchange Ratio or Acquisition Price:

Where the Company participates in a merger, demerger, acquisition, or share transfer, the share exchange ratio or acquisition price shall not be arbitrarily changed, except under the following circumstances, which shall be specified in the agreement:

a. Cash capital increase, issuance of convertible corporate bonds, stock dividends, issuance of corporate bonds with warrants, preferred shares with warrants, warrants, or other equity-type securities.
b. Disposal of major assets or other actions affecting the Company’s financial or business conditions.
c. Occurrence of major disasters, significant technological changes, or other events affecting shareholders’ equity or securities prices.
d. Adjustments due to any participating company repurchasing treasury shares in accordance with law.
e. Changes in the number or identity of entities participating in the merger, demerger, acquisition, or share transfer.
f. Other conditions for adjustment as stipulated in the agreement and publicly disclosed.
Prior Confidentiality Undertaking:

All persons participating in or having knowledge of the Company’s merger, demerger, acquisition, or share transfer plan shall execute a written confidentiality undertaking and shall not disclose the contents of the plan to any third party prior to public disclosure, nor trade, directly or indirectly through another person, in the shares or other equity-type securities of all companies related to the transaction.

Changes in the Number of Participating Companies: If, after public disclosure of the information, any participating company intends to further engage in a merger, demerger, acquisition, or share transfer with another company, all procedures and legal acts already completed in the original transaction shall be re-performed by all participating companies.

However, if the number of participating companies is reduced and the shareholders’ meeting has resolved and authorized the Board of Directors to make such changes, the participating companies may be exempted from reconvening a shareholders’ meeting for a new resolution.

Where any participating company in a merger, demerger, acquisition, or share transfer is not a public company, the Company shall enter into an agreement with such company and handle the matter in accordance with Subparagraphs (1), (4), and (5) of Paragraph 2 of this Article.
Companies participating in a merger, demerger, acquisition, or share transfer that are listed or whose shares are traded at a securities firm’s place of business shall prepare complete written records of the following information and retain them for five years for inspection:
a. Basic information of personnel: Including the titles, names, and identification numbers (or passport numbers for foreign nationals) of all persons involved in the plan or its execution prior to public disclosure.
b. Dates of significant events: Including dates of signing letters of intent or memoranda of understanding, engagement of financial or legal advisors, execution of agreements, and Board meetings.
c. Important documents and meeting minutes: Including the merger, demerger, acquisition, or share transfer plan, letters of intent or memoranda of understanding, major agreements, and minutes of Board meetings.
Companies participating in a merger, demerger, acquisition, or share transfer that are listed or whose shares are traded at a securities firm’s place of business shall, within two days from the date of the Board resolution, file the information specified in Subparagraphs 1 and 2 of the preceding paragraph with the competent authority via the internet information system in the prescribed format.
Where any participating company is not listed or its shares are not traded at a securities firm’s place of business, the listed company or company whose shares are traded at a securities firm’s place of business shall enter into an agreement with such company and handle the matter in accordance with Subparagraphs (7) and (8) above.

Article 12: Announcement and Reporting

When the Company acquires or disposes of assets, under any of the following

circumstances, it shall, in accordance with the nature of the transaction and the prescribed format, file and publicly disclose the relevant information on the website designated by the Financial Supervisory Commission (FSC) within two days from the date of occurrence of the transaction:

(1) Acquisition or disposal of real property or its right-of-use assets with a related party, or acquisition or disposal of assets other than real property or its right-of-use assets with a related party where the transaction amount reaches 20% of the Company’s paid-in capital, 10% of its total assets, or NT$300 million or more. However, this shall not apply to transactions involving the purchase or sale of government bonds, bonds with repurchase or resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises.
(2) Merger, demerger, acquisition, or share transfer transactions.
(3) Derivative financial instrument transactions where the loss amount reaches the maximum loss limit for all or individual contracts as stipulated in the Company’s Procedures.
(4) The asset category as acquisition or disposal of equipment or its right-ofuse assets for operational use, where the counterparty is not a related party and the transaction amount reaches one of the following thresholds:
a. For public companies with paid-in capital of less than NT$10 billion: transaction amount reaches NT$500 million or more.
b. For public companies with paid-in capital of NT$10 billion or more: transaction amount reaches NT$1 billion or more.
(5) Acquisition of real property through methods such as self-construction on owned land, construction on leased land, joint construction with profit sharing or allocation of units, or joint construction and separate sale, where the counterparty is not a related party and the Company’s expected investment amount reaches NT$500 million or more.
(6) Any asset transaction other than those specified in the preceding five subparagraphs, disposal of receivables by financial institutions, or investment in Mainland China, where the transaction amount reaches 20% of the Company’s paid-in capital or NT$300 million or more. However, the following circumstances are excluded:

  - a. Purchase or sale of government bonds or foreign government bonds with a sovereign credit rating not lower than that of the Republic of China.

  - b. Securities trading conducted by investment professionals on domestic or foreign exchanges or over-the-counter markets, subscription of foreign government bonds or corporate bonds issued in primary markets, general financial bonds not involving equity features (excluding subordinated bonds), subscription or redemption of securities investment trust funds or futures trust funds, subscription or sale of exchange-traded notes, or securities subscribed under underwriting obligations or as recommended listing securities dealers for emerging companies in accordance with TPEx rules.

  - c. Purchase or sale of bonds under repurchase or resale agreements, or subscription or redemption of domestic money market funds issued by securities investment trust enterprises.

(7) Calculation of Transaction Amount
- a. The amount of each individual transaction.
- b. The cumulative amount of transactions with the same counterparty within one year for the acquisition or disposal of assets of the same nature.
- c. The cumulative amount within one year for acquisitions or disposals (calculated separately) of real property or its right-of-use assets under the same development project.
- d. The cumulative amount within one year for acquisitions or disposals (calculated separately) of the same securities.
The Company shall, on a monthly basis and before the 10th day of each month, file information on derivative financial instrument transactions conducted by the Company and its subsidiaries that are not domestic public companies as of the end of the preceding month, in the prescribed format, via the information reporting website designated by the FSC.
If any required disclosure item contains errors or omissions at the time of announcement, the Company shall re-file and publicly disclose the full corrected information within two days from the date of discovery.

After the filing and public disclosure of transactions pursuant to the preceding provisions, if any of the following circumstances occur, the Company shall file and publicly disclose the relevant information on the FSC-designated website within two days from the date of occurrence:
a. Amendment, termination, or rescission of the original contract.
b. Failure to complete a merger, demerger, acquisition, or share transfer in accordance with the originally scheduled timeline.
c. Any change to the originally disclosed information.
The Company shall retain at its premises all relevant contracts, meeting minutes, log books, appraisal reports, and opinions issued by certified public accountants, attorneys, or securities underwriters in connection with the acquisition or disposal of assets for at least five years, unless otherwise required by law.
Article 13: Control Procedures for Subsidiaries’ Acquisition or Disposal of Assets
Subsidiaries shall establish their own “Procedures for Acquisition or Disposal of Assets” in accordance with the “Regulations Governing the Acquisition or Disposal of Assets by Public Companies.” When a subsidiary intends to acquire or dispose of assets, such transaction shall be submitted to the Company for approval before execution, and shall be conducted in accordance with the subsidiary’s established procedures.
When subsidiaries acquire or dispose of assets, they shall also comply with the Company’s relevant regulations and shall regularly notify the Company on a monthly basis of the transaction amounts. Where any transaction reaches the announcement and reporting thresholds under these Procedures, the subsidiary shall immediately notify the Company’s finance department.
Where a subsidiary is not a public company and its acquisition or disposal of assets reaches the announcement and reporting standards set forth in the “Regulations Governing the Acquisition or Disposal of Assets by Public Companies,” the Company shall file the announcement and report on behalf of the subsidiary.
For purposes of the announcement and reporting thresholds applicable to subsidiaries, the terms “20% of paid-in capital or 10% of total assets” shall be calculated based on the Company’s paid-in capital or total assets.
Article 14: Where relevant personnel violate the provisions of these Procedures,

disciplinary actions or job reassignments shall be imposed in accordance with the regulations of the competent authority and the Company.

Article 15: Implementation and Amendment These Procedures shall be implemented after approval by the shareholders’ meeting. The same shall apply to any amendments thereto.

Article 16: The “10% of total assets” referred to in these Procedures shall be calculated based on the total assets as stated in the most recent parent company-only or individual financial statements prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers. Article 17: Supplementary Provisions Matters not provided for in these Procedures shall be governed by relevant laws and regulations.

Article 18: Amendment History These Procedures were originally adopted on July 1, 2020. These Procedures were originally adopted on July 1, 2020. The first amendment was approved by the Board of Directors on December 10, 2021 and approved by the shareholders’ meeting on June 1, 2022. The second amendment was approved by the Board of Directors on March 15, 2022 and approved by the shareholders’ meeting on June 1, 2022.

Appendix (5)

COPLUS INC.

Shareholding of Directors

(1) As of March 29, 2026, the record date for the Special Shareholders' Meeting, the Company's paid-in capital is NT$639,076,800, with a total of 63,907,680 issued shares.
(2) According to Article 26 of the Securities and Exchange Act and Rule 2 of the “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies”, all directors shall hold a minimum of 5,112,614 shares.
(3) As of the book-close date (March 29, 2026) for the special shareholders' meeting, the shareholdings of individual directors and all directors as recorded in the shareholders' register are shown in the following table:

==> picture [455 x 474] intentionally omitted <==

----- Start of picture text -----

Job Title Name Date elected Number of shares Ownership
Chairman WU, PO-HUA 2026.01.05 1,919,856 3.00%
Director HSU, HSUAN-TING 2026.01.05 3,906,479 6.11%
Tesra Investment Co., Ltd.
Director Representative: LIANG, CHIH- 2026.01.05 21,142,648 33.08%
CHIEH
Cosmo Inc.
Director 2026.01.05 6,159,493 9.64%
Representative: WU, CHIH-PIN
Director CHEN, HIS-YAO 2026.01.05 113,000 0.18%
Independent
LIAO, KUO-CHUN 2026.01.05 0 0.00%
Director
Independent
LEE, MENG-JUNG 2026.01.05 0 0.00%
Director
Independent
CHOU, HSIN-HUI 2026.01.05 0 0.00%
Director
Independent
CHUANG, WEN-CHUNG 2026.01.05 0 0.00%
Director
All directors total 33,241,476 52.01%
----- End of picture text -----

AI assistant

COPLUS — AGM Information 2026

51995_rns_2026-04-22_ed5f5725-01d7-406f-8448-b095d6d99fc3.pdf

Stock Code ： 2254

COPLUS INC.

2026 Shareholders' Meeting

Meeting Handbook

Table of Contents

I. Call to order

II. Meeting Agenda

I. Call to order

II. Meeting Agenda

COPLUS INC. AND SUBSIDIARIES

2026 General Shareholders' Meeting Agenda

Reported matters

Matters of recognition

Discussion matters

Election matters

Extemporary Motion

Adjournment

III. Attachment

1. Results of Business Plan Implementation

2. Budget Execution Status

3. Analysis of Financial Performance and Profitability

4. R&D Development Status

(1) R&D development expenses for the most recent two years

1. Business Strategies

Independent Auditors’ Report

Opinions

Basis for Opinion

Key Audit Matters

(2) Assessment of Fair Value of Investment Properties

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

Auditors' Responsibilities for the Audit of the Financial Statements

COPLUS Inc.

Parent Company Only Balance Sheets December 31, 2025 and 2024

(Expressed in Thousands of New Taiwan Dollars)

COPLUS Inc.

Parent Company Only Statements of Comprehensive Income

For the Years Ended December 31, 2025 and 2024

(Expressed in Thousands of New Taiwan Dollars)

COPLUS Inc.

Statement of Changes in Equity

For the Years Ended December 31, 2025 and 2024

(Expressed in Thousands of New Taiwan Dollars)

COPLUS Inc.

Statement of Cash Flows

For the Years Ended December 31, 2025 and 2024

Expressed in Thousands of New Taiwan Dollars

COPLUS INC.

Statement of Cash Flow (Continued)

For the Years Ended December 31, 2025 and 2024

Expressed in Thousands of New Taiwan Dollars

Independent Auditor's Report

Opinions

Basis for Opinion

Key Audit Matters

Other Matters

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

COPLUS Inc. and Subsidiaries

Consolidated Balance Sheet

For the Years Ended December 31, 2025 and 2024

Expressed in Thousands of New Taiwan Dollars

COPLUS Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income

For the Years Ended December 31, 2025 and 2024

Expressed in: Thousands of New Taiwan Dollars

COPLUS Inc. and Subsidiaries

Consolidated Statement of Changes in Equity

For the Years Ended December 31, 2025 and 2024

(Expressed in Thousands of New Taiwan Dollars)

Other Components of Equity

Retained earnings

COPLUS Inc. and Subsidiaries

Consolidated Statement of Cash Flows

For the Years Ended December 31, 2025 and 2024

(Expressed in Thousands of New Taiwan Dollars)

COPLUS Inc. and Subsidiaries

Consolidated Statement of Cash Flows (Continued)

For the Years Ended December 31, 2025 and 2024

COPLUS AGM Information 2026

Stock Code `：` 2254

`獨立董事候選人名單` List of candidates for independent directors