Stock Code: 1516

FALCON

FALCON POWER CO., LTD.

Handbook for the 2026 Annual Meeting of Shareholders

Time: 09:00 a.m. on June 25, 2026

Place: 11F., No. 495, Guangfu S. Rd., Xinyi Dist., Taipei City (Pacific Business Hotel)

Form of Meeting: Physical Shareholders’ Meeting

I. Procedure for the 2025 Annual Meeting of Shareholders 1

II. Meeting Agenda 2
1. Reports 3
2. Proposals 4
3. Discussions 5
4. Election Matters 9
5. Other Matters 10
6. Extemporary Motions 11

III. Attachment 12
1. Business Report 12
2. Audit Committee’s Review Report 15
3. 2025 Financial Statements 16
4. Independent Opinion on the Basis and Reasonableness of the Private Placement Pricing 25
5. Nominees for Independent Directors 33

V. Appendix 34
1. Rules of Procedure for Shareholder Meetings 34
2. Operational Improvement Plan 41
2. Articles of Incorporation 42
3. The Rules for Election of Directors 48
4. Number of Shares Held by All Directors (Including Independent Directors) 50

Notification to Readers:

This English translation is prepared in accordance with the Chinese version. If there is any inconsistency between the English translation version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese version shall prevail.

Procedure for the 2026 Annual Meeting of Shareholders

Call the Meeting to Order
Chairperson Remarks
Reports
Proposals
Discussions
Election Matters
Other Matters
Extemporary Motions
Adjournment

Agenda of 2026 Annual Meeting of Shareholders

Time: 09:00 a.m. on June 25, 2026

Form of Meeting: Physical Meeting

Place: 11F., No. 495, Guangfu S. Rd., Xinyi Dist., Taipei City (Pacific Business Hotel)

Call the Meeting to Order
Chairperson Remarks
Reports:
(1) Business Operation of 2025
(2) Audit Committee’s Review Report of 2025
(3) Report on the Accumulated Losses Exceeding Half of the Paid-in Capital in 2025
(4) Implementation of Private Placement of Securities in Year 2025
Proposals:
(1) Adoption of the 2025 Business Report and Financial Statements
(2) Adoption of the 2025 Accumulated Losses Offset
Discussions:
(1) Discussion of the Proposal for capital reduction to offset accumulated losses
(2) Private Placement of Securities in Year 2026
Election Matters:
(1) By-election of the Directors of 16th Board of Directors
Other Matters:
(1) Release of Non-Compete Restrictions for Directors
Extemporary Motions
Adjournment

Reports

Report No. 1

Business Operation of 2025

Explanation:
Please refer to the Business Report in Attachment 1 on page 12 of this handbook.

Report No. 2

Audit Committee’s Review Report of 2025

Explanation:
Please refer to the Audit Committee's Review Report in Attachment 2 on page 14 of this handbook.

Report No. 3

Report on the Accumulated Losses Exceeding Half of the Paid-in Capital in 2025

Explanation:
The Company's accumulated losses at the end of 2025 were NTD (243,413,038), which exceeded half of the paid-in capital of NTD 400,081,950. In accordance with Article 211 of the Company Act, the Company should report to the most recent shareholders' meeting.

Report No. 4

Implementation of Private Placement of Securities in Year 2025

Explanation:
The Annual Meeting of Shareholders held on June 13th 2025 had accepted that in order to introduce long-term strategic investment partners to enrich operational development and future plan, or to meet the company's needs of funds for future operation and development in order to strengthen competitiveness, the board of directors was authorized to conduct the private placement of common shares within the upper limit of 10,000,000 shares at the appropriate time and in one installment within one year from the date of the resolution of the regular shareholders' meeting, depending on the conditions of industry and financial market and the company's operating needs. However, as of the date of the board meeting on March 6, 2026, the private placement had not been processed, so the board of directors resolved on that day to cancel the private placement quota and will not execute it.

Proposals

Proposal No. 1 (Proposed by the Board of Directors)

Adoption of the 2025 Business Report and Financial Statements

Explanation:

The Company's 2025 business report and financial statements were submitted to the Audit Committee for review and approved by the Board of Directors on 6th March, 2026. The 2025 financial statements have been audited and verified by Cheng Ching-Piao and Lin Cheng-Wei, certified public accountants from Ernst & Young, and an unqualified opinion audit report has been issued.
Please refer to the business report in Attachment 1 on page 12 and financial statements (including balance sheet, statement of comprehensive income, statement of changes in equity, and statement of cash flow) in Attachment 3 on page 16 of this handbook.
Please proceed for adoption.

Resolution:

Proposal No. 2 (Proposed by the Board of Directors)

Adoption of the 2025 Accumulated Losses Offset

Explanation:

The 2025 accumulated losses offset table is as follows: (Unit: New Taiwan Dollar)

Item	Amount
Beginning accumulated deficit	(245,212,316)
Add: Net income after tax	1,799,278
Total	(243,413,038)

Related matters are handled in accordance with Article 228 and Article 230 of the Company Act.
There are still losses to be made up at the end of 2025, therefore neither dividends are planned to be distributed, nor directors' and employees' remunerations are to be paid.
Please proceed for adoption.

Resolution:

Discussions

Discussion No. 1 (Proposed by the Board of Directors)

Discussion of the proposals for Capital Reduction to Offset Losses

Explanation:

To improve the Company’s capital structure, and pursuant to Article 168 of the Company Act, the Company proposes to carry out a capital reduction to offset part of its accumulated losses and to meet future development needs.
Amount of capital reduction: NT$100,000,000.
Number of shares to be cancelled: 10,000,000 shares.
Capital reduction ratio: 24.995%. Shares will be cancelled on a pro rata basis according to each shareholder’s shareholding as recorded in the shareholders’ register on the record date, representing a cancellation of 249.94879 shares for every 1,000 shares held. Fractional shares less than one share will be settled in cash. Any resulting fractional shares shall be authorized to the Chairman to arrange subscription by designated persons at par value.
Paid-in capital after reduction: NT$300,081,950, with a par value of NT$10 per share, totaling 30,008,195 shares issued.
Upon approval by the shareholders’ meeting and the competent authority, the Chairman is authorized to determine the capital reduction record date, share exchange date, and other related matters. If any amendments are required due to changes in laws or instructions from the competent authority, the shareholders’ meeting authorizes the Board of Directors to handle such matters in full. The rights and obligations of the newly issued shares after capital reduction shall be the same as those of the original shares.
In addition, in accordance with the letter dated March 23, 2026 issued by the Securities and Futures Investors Protection Center, the particulars are set forth as follows:

(1) Purpose of the Capital Reduction:
As of March 31, 2026, the Company had accumulated losses of NT$267,000,000 as recorded in its books. To offset such losses and improve its financial structure, the Company proposes to reduce its paid-in capital by NT$100,000,000 in accordance with Article 168-1 of the Company Act, so as to reduce operational risks, enhance long-term competitiveness, and improve future net asset value per share and earnings per share.

(2) Sound Operational Plan Report and Implementation Control Measures:
Please refer to Appendix 2, page 33.

(3) Implementation Status and Effectiveness of the Operational Plan:
The implementation status and effectiveness will be reported at the 2027 Annual General Meeting.

Please proceed for resolution.

Resolution:

Discussion No. 2 (Proposed by the Board of Directors)

Private Placement of Securities for the Year 2026

Explanation:

In order to introduce long-term strategic investment partners in order to enrich operational development and future plan, or to meet the company's needs of funds for future operation and development in order to strengthen competitiveness, the company intends to submit a request to the shareholders' meeting to authorize the board of directors to conduct the private placement of common shares within the upper limit of 50,000,000 shares at the appropriate time up to five tranches within one year from the date of the resolution of the

regular shareholders' meeting, depending on the conditions of industry and financial market and the company's operating needs.

In accordance with the provisions of Article 43-6, Paragraph 6 of the Securities and Exchange Act and the provisions of "Directions for Public Companies Conducting Private Placements of Securities", the matters explained are as follows:

(1) Reasons for conducting private placement instead of public offering:

Considering capital market situation, timeliness, feasibility, issuance costs and actual needs of introducing strategic investors, private placement is a quick and simple way. Private placement of securities is subject to the rule that they cannot be freely transferred within three years. It can further ensure the long-term cooperative relationship between the company and the applicants. The private placement will be conducted in accordance with relevant laws such as the Company Law and the Securities and Exchange Law. In addition, by authorizing the board of directors to conduct private placement cases at the appropriate time for the company's operation and development needs, it will also effectively enhance the company's flexibility and mobility in raising funds.

(2) Quota of private placement quota: not exceeding 50,000,000 shares of common shares.

(3) Use of Proceeds for Each Tranche:

Improvement of Financial Structure:

The proceeds from each tranche of private placement are intended to supplement working capital, strengthen the Company's financial structure, and further invest in business segments with stable profitability, thereby enhancing the Company's overall profitability.

Enhancement of Available Funds:

The proceeds from each tranche will increase the level of funds available to the Company and may be allocated to one or more funding plans to support operational needs or other capital requirements arising from the Company's long-term development.

Expected Benefits of Each Tranche:

The proceeds from each tranche are expected to improve working capital, strengthen the Company's financial condition, and enhance its future operating performance.

(4) Pricing basis of private placement and its reasonableness:

I) The issuance price will not be lower than eighty percent of the higher of the following two benchmark prices:

The reference price for private placement this time is based on the simple arithmetic average of the closing prices of common shares calculated on one of 1, 3 or 5 business days before the pricing date (deducting free allotment of ex-rights and dividends, and adding back the share price after capital reduction and anti-ex-rights), or the simple arithmetic average of the closing prices of common shares in the previous 30 business days (deducting free allotment of ex-rights and dividends, and adding back the share price after capital reduction and anti-ex-rights). The higher of these two base prices is chosen to be the reference price.

II) The price of the private-placed common shares per share is determined in compliance with the relevant laws and regulations, at the same time considering factors such as the company's operating conditions and the market price of the common shares. The pricing method should be reasonable. Therefore, the final pricing date and final price are proposed to authorize the board of directors to determine within the range of no-less-than the resolution of the shareholders' meeting, considering the market conditions at that time and the negotiation with the specific person in the future.

III) The rights and obligations of the common shares in this private placement are the same as those of the company's issued common shares. The privately-placed

securities in this time are subject to the restrictions of Article 43-8 of the Securities and Exchange Act. It is proposed to fully authorize the board of directors to apply for a letter of consent and reissue effect of public offering for these privately-placed securities after three years have passed since the date of delivery of the privately-placed securities.

IV) The issuance price of common shares in this private placement may be lower than the par value. If the price is set to be lower than the par value, the impact on shareholders' equity is expected to be the loss caused by the difference between the actual issuance price and the par value, which will be gradually eliminated depending on the company's operating conditions. In addition, after the expected benefits of the private placement are realized, the company's financial structure will be improved, which will be beneficial to the company's stable long-term development and will have a positive benefit to shareholders' equity.

The above-mentioned issuance price is set based on the three-year transfer restriction on privately-placed securities imposed by the Securities and Exchange Act, as well as the company's operating performance and future prospects, and it should be reasonable.

(5) Selection method of specific person:

It is resolved that the applicants for the private placement shall comply with Article 43-6 of the Securities and Exchange Act and it is limited to specific persons specified in "Directions for Public Companies Conducting Private Placements of Securities" as amended by the Financial Supervisory Commission's correspondence No. 11203860674 on December 29, 2023. The applicants currently being negotiated are tentatively planned to be mainly insiders, related parties and strategic investors who may participate in the application.

Method and purpose of selecting specific persons:

The selection method must be based on the fact that the applicants must have a good understanding of the company's operations, and directly or indirectly beneficial to the company's future operations will be the primary consideration. They can also have industry experience, technology or knowledge, in order to assist the company to enhance the business development through industry vertical integration, horizontal integration or joint research and development of products or markets, etc., achieving operational synergies through long-term strategic cooperation. Matters related to the appointment of a specific person are proposed to fully authorize the board of directors to handle.

I. When applicants are insiders or related parties:

( I ) Method and purpose of selection:

The current tentative applicants are directors of the company, major shareholders holding more than 10% of total shares, or managers. The insiders or related parties of the company have a considerable understanding of the operations and can provide their experience, technology, knowledge, brands or channels through their positions or close relationships with the company to assist the company in expanding operations and diversifying operations, in order to enhance shareholder interests.

If the applicant is an insider or a related party, the tentative list and the relationship between the applicant and the company are as follows:

Possible Applicant	Relationship with the Company
Ting Yang Co., Ltd.	Major shareholder, Corporate Director, Institutional Chairman
Shan Jun Co., Ltd.	Major shareholder
Hyper Moon Holding Limited	Chairman same as the company

If the above-mentioned applicant is a legal person, the name of the legal person and the names and shareholding ratios of the top ten shareholders of the legal person, as well as the relationship between the top ten shareholders of the legal person and the company should be indicated:

Possible Applicant (Legal Person)	Top-ten shareholders and shareholding ratios	Relationship with the Company
Ting Yang Co., Ltd.	Ting Young Co., Ltd. 100%	Major shareholder, Corporate Director, Institutional Chairman
Shan Jun Co., Ltd.	Ting Young Co., Ltd. 100%	Major shareholder
Hyper Moon Holding Limited	Fang Jason Kin Hoi, 100%	Chairman same as the company

However, the list only represents possible applicants and does not mean that insiders or related parties have agreed to subscribe for the private-placed common stock.

II. When applicants are strategic investors:

(I) Method and purpose of selection:

Applicants are selected who can assist the company with various business, management and financial resources required for its operations, providing business development and expansion, operation and management technology, to strengthen financial cost management and enhance the company's competitive advantage.

(II) Necessity:

In response to the purpose of the company's long-term operational planning, in order to enhance operating performance and strengthen the financial structure and the stability of the management authority, the introduction of funds provided by strategic investor in this private placement will contribute to the company's operation and business development, and also to improve the company's overall constitution and strengthen the centripetal force of the company. Introducing strategic investors in this private placement is very necessary.

(III) Estimated benefits:

By joining of strategic investors, the company can increase profits and develop customers at different levels and diversify operating risks and accelerate the business transformation and reduce the pressure on costs of working capital, in order to strengthen the financial structure and enhance the company's competitiveness, which is beneficial to the rights of overall shareholder.

It is proposed to fully authorize the board of directors to adjust the main content of the private placement of common shares (including the actual issuance price, number of shares issued, total amount raised, planned projects, progress of fund utilization, expected benefits and other unforeseen events) based on market conditions and provisions of laws and regulations within the scope of authorization of the shareholders' meeting, either based on operational assessment or changes in the objective environment or revised by authorities in the future, after the private placement of common shares is approved by the shareholders' meeting.
It is proposed to fully authorize the chairman to negotiate and sign all contracts and documents and to handle all related matters on behalf of the company for private placement plan in this time.
For the relevant information regarding the private placement plan, please refer to the "Private Placement" section on the Market Observation Post System (website: http://mops.twse.com.tw/mops/web/t116sb01). Choose the market segment "Listed on

TWSE" and enter stock code "1516" or Chinese abbreviation to search for the information. You can also visit the company's website at https://www.falconpower.tw/ for further details.

The Company has engaged an independent expert, President Securities Corporation, to issue a supplementary opinion regarding the basis and reasonableness of the private placement pricing. Please refer to Appendix IV on page 25 of this handbook.
Please proceed for resolution.

Resolution:

Election Matters

Election No. 1 (Proposed by the Board of Directors)

By-election of the Director (Including Independent Directors) of 16th Board of Directors

Explanation:

Independent Directors He Chen-Jun and Wu Ting-Yun of the Company tendered their resignations on March 31, 2026. In accordance with applicable laws and regulations, two Independent Directors shall be by-elected to fill the vacancies.
Two Independent Directors are proposed to be by-elected. Shareholders shall elect the Independent Directors from the list of candidates. The elected Independent Directors shall assume office immediately after the shareholders’ meeting, with a term of office from June 25, 2026 to June 12, 2028.
The Company adopts a candidate nomination system for the election of directors. Shareholders shall elect directors from the list of candidates. The list of candidates for Independent Directors has been reviewed and approved by the Board of Directors on May 8, 2026. For their educational background, experience, and other relevant information, (please refer to Appendix 5 on page 33 of this Handbook)
The Company’s Rules for the Election of Directors are set forth in Appendix 4 (please refer to page 48 of this Handbook).
Election Matters.

Results:

Other Matters

Others No. 1 (Proposed by the Board of Directors)

Release of Non-Compete Restrictions for Directors

Explanation:

In accordance with Article 209 of the Company Act, a director must explain to the shareholders' meeting about the significant content of any actions taken on behalf of themselves or others within the scope of the Company's business and obtain permission.
It is proposed that the Annual Shareholders' Meeting agree to release the non-compete restrictions for the newly-elected directors from the date of their appointment.
The concurrent positions taken-office by newly-elected directors of the 16th Board of Directors are as follows:

Position in the company	Name	Concurrent Position
Director
(Ting Yang Co., Ltd. Legal Representative)	Fang Jason Kin Hoi	● Sora Ventures
● Moon Inc. (HKG: 1723)
● AsiaStrategy (NASDAQ: SORA)
● Bitplanet Inc. (KOSDAQ: 049470)
● Hyper Moon Holding Limited
● Shanjun Co., Ltd.
● DV8 Public Company Limited(SET:DV8)
Director
(Ting Yang Co., Ltd. Legal Representative)	Sit Hon	● Koshin Real Estate Co., Ltd.
Nominee Category	Nominee Name	Concurrent Positions in Other Companies
Independent Director	Chou Chih-Ting	● Zhonghua International Law Firm, Attorney-at-Law
Independent Director	Chung Yao-Shen	● Yangji Accountants Firm, CPA and Managing Partner

Please proceed for resolution.

Resolution:

Extemporary Motions

Attachment 1

I.2025 Business Report:

(1) The Company's net operating revenue for 2025 was NT$78,814 thousand, representing a decrease of 87.00% compared to the same period last year. Operating income was (NT$11,949 thousand), with losses reduced compared to the previous year. Net income for the current period was NT$1,799 thousand, and the turnaround from loss to profit was mainly attributable to the distribution from compulsory execution by the Civil Execution Department of the Court, as well as the refund of overpaid taxes from the Central Regional Office of the Ministry of Finance

(2) Budget Implementation

The Company has not disclosed financial forecast for 2025

(3) Financial income and expenditure and profitability analysis

Financial income and expenditure

Item	2025	2024	Increase (decrease)	%
Net Operating Income	78,814	606,144	(527,330)	(87.00%)
Operating Costs	(74,211)	(573,779)	499,568	(87.07%)
Gross Profit	4,603	32,365	(27,762)	(85.78%)
Gross Margin	5.84%	5.34%	0.50%	9.36%
Operating Expenses	(16,552)	(298,760)	282,208	(94.46%)
Operating profit (loss)	(11,949)	(266,395)	254,446	(95.51%)
Non-operating income and expenses	13,823	18,089	(4,266)	(23.58%)
Income (loss) before income taxes	1,874	(248,306)	250,180	(100.75%)
Income tax benefit (expense)	(75)	3,093	(3,168)	(102.42%)
Net income (loss) for the period	1,799	(245,213)	247,012	(100.73)%

Profitability Analysis

Item		2025	2024
Solvency	Current Ratio (%)	6,475.65	1,669.42
	Quick Ratio (%)	6,310.29	1,660.29
	Interest coverage multiple (times)	625.27	(2,256.33)
Operating Capacity	Accounts Receivable Turnover Ratio (Times)	0.26	2.24
	Inventory turnover rate (times)	40.32	NA
Profitability	Return on Assets (%)	0.85	(70.25)
	Return on shareholders' equity (%)	0.87	(74.88)
	Net Income Ratio (%)	2.28	(40.45)
	Earnings per share (NT$)	0.04	(6.13)

(4) Research and Development

The company is engaged in international trade business, and does not have any production line, so there is no any research and development expenditure incurred in 2025.

II. Outline of the 2026 Business Plan:

(1) Operating Guidelines

The company has been engaged in the international trade, and the new-developed businesses has

stabilized transactions in 2025. The development of new businesses and the search for new cooperation opportunities will continue in 2026. The Company's principal business operations currently include the trading of metal raw materials such as aluminum ingots and zinc ingots, as well as consumer and household merchandise products. In recent years, the Company has also actively expanded into the cross-border e-commerce business. Through its diversified product portfolio and market presence, the Company is able to effectively mitigate the impact of cyclical fluctuations in any single industry on its overall operations, thereby enhancing overall operational stability. The Company's operational focus is not merely on pursuing revenue scale growth, but rather on proactively optimizing its revenue structure and reducing customer concentration risk. In 2025, a portion of the Company's revenue remained highly concentrated among certain major counterparties. Beginning in the second half of 2026, the Company completed adjustments to its transaction structure, thereby reducing reliance on any single customer. As a result, fluctuations in revenue performance in 2026 compared with the previous year were attributable to structural adjustments, rather than a decline in market competitiveness. From a management perspective, the Company's operational risk structure has become more diversified and balanced this year compared to last year, laying a stronger foundation for sustainable and stable future development.

(2) Expected Sales Quantity

The Company does not preset sales quantities when engaging in international trade. Instead, its purchase is based on the order volume, in order to achieve the principle of not hoarding goods in order to prevent from capital backlog and inventory depreciation losses.

(3) Important Production and Sales Policies:

Marketing Strategy:

With a spirit of service, the Company proactively develops business and seeks cooperation opportunities with professional, responsible and serious attitude in order to differentiate and deeply cultivate the market.

R&D Strategy:

The Company actively searches for futuristic products and industries and will invest in research and development expenses when necessary.

Production Strategy:

The Company is engaged in international trade business and does not have a production line, so it has no production strategy now.

III. Future Company Development Strategy:

Overall, we remain cautiously optimistic about the Company's operations for this year and next year. The primary growth drivers are expected to come from the steady growth of existing core businesses, as well as the gradual expansion of new products and new markets. On the cost and expense side, the Company will continue to closely manage raw material costs, labor expenses, and operating expenditures in order to maintain a reasonable gross profit structure. Nevertheless, overall business operations will continue to be influenced by factors such as the global economic environment, exchange rate fluctuations, and changes in industry conditions, and actual results will depend on market circumstances. Going forward, while the Company's management team continues to actively expand business opportunities and seek strategic partnerships, greater emphasis will also be placed on customers' credit conditions. With the objective of maximizing shareholder value, the Company will strive to generate stronger profits and fulfill shareholders' expectations.

IV. Impact of External Competitive Environment, Regulatory Environment, and Overall Business Environment:

The Company conducts its operations based on the principles of integrity, in compliance with relevant laws and regulations promulgated by governmental authorities and institutions, and carries out its business activities in accordance with applicable legal requirements. The major risks faced by the Company include fluctuations in market demand, changes in raw material prices, exchange rate volatility, and industry competition. In response to these challenges, the Company adopts measures such as diversifying market presence, strengthening cost control, establishing risk management mechanisms, and continuously enhancing the competitiveness of its products and services. Overall, the Company manages risks with a prudent approach to ensure long-term stable

and sustainable operations. Lastly, we would like to express our sincere gratitude to all shareholders for their long-term support of Chuan Fei, as well as to all employees for their hard work and dedication. We sincerely hope that all shareholders will continue to support Chuan Fei and move forward together toward a prosperous future.

Best regards,

Fang Jason Kin Hoi

Attachment 2

Audit Committee Review Report

The Board of Directors prepared the financial statements, business report and offsetting Accumulated Losses proposal for the year 2025. The financial statements of the year 2025 have been audited and verified by Ernst & Young accountant Firm, issued an audit report with unqualified opinion. The Audit Committee have reviewed the above-mentioned financial statements, business report and offsetting Accumulated Losses proposals for the year 2025, and found no discrepancy with the true situation. The Audit Committee hereby issue this report in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.

To
2026 Annual Shareholders' Meeting

Audit Committee
Convener: Fan Feng-Chi

6th of March, 2026

Attachment 3

Independent Auditor’s Report

To Falcon Power Co., Ltd.:

Opinion

We have audited the accompanying individual balance sheets of Falcon Power Co., Ltd. (the “Company”) as of December 31, 2025 and 2024, and the related individual statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2025 and 2024, and notes to the individual financial statements, including the summary of material accounting policies (together referred as “the individual financial statements”).

In our opinion, the individual financial statements referred to above present fairly, in all material respects, the individual financial position of the Company as of December 31, 2025 and 2024, and their individual 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 of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Individual 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 (the “Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

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

Revenue Recognition—Timing Accuracy

The company recognized revenues of NT$78,814 thousand for the year ended December 31, 2025. As the company’s revenues primarily the trading of general merchandise and miscellaneous department store items, the sales orders or contracts with various customers contain various terms and conditions. The timing of fulfilling performance obligation needs to be determined based on varieties of sales terms and conditions enacted in the main sales contracts or sales orders. We therefore conclude that there are significant risks with respect to the timing of revenue recognition. Our audit procedures included, but were not limited to, assessing the appropriateness of the accounting policy for the timing of revenue recognition related to performance obligations under the sales model and evaluating and testing the effectiveness of internal control relevant to the timing of revenue recognition for performance obligations in the sales cycle. We have performed tests of sales details, including obtaining original

customer orders or contract documents and examining whether the timing of revenue recognition for performance obligations is consistent with the timing of performance obligations and satisfaction of the orders or contracts. We have also considered the appropriateness of the disclosure of operating revenues in Note 6 to the parent company only financial statements.

Revenue Recognition—Judgment of Principal and Agent

The company’s operating revenues for the year ended December 31, 2025 primarily derived from the trading of general merchandise and miscellaneous department store items. The assessment of whether the company is the principal or agent involved significant judgment from management based on whether the company controls the miscellaneous department store items prior to its transfer to the customer. Therefore, we consider the determination of the principal or agent for the transactions of miscellaneous department store items to be a key audit matter. Our auditing procedures included, but were not limited to, assessing the appropriateness of revenue recognition accounting policies, including evaluating management’s assumptions about the principal’s role in the transactions of miscellaneous department store items, reviewing significant contractual provisions, and determining whether management has primary responsibility for providing the miscellaneous department store items, and assuming inventory risk before or after delivery of the and miscellaneous department store items. We tested management’s control over setting prices for each order, such as calculating changes in gross margin between orders, including reviewing contract terms and confirming that guaranteed notes and advance receipts were obtained in accordance with the terms of each order. In addition, we considered the appropriateness of the disclosure of operating income in Notes 5 and 6 to the financial statements.

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

Management is responsible for the preparation and fair presentation of the individual financial statements in accordance 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 by Financial Supervisory Commission of the Republic of China and for such internal control as management determines is necessary to enable the preparation of individual financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the individual financial statements, management is responsible for assessing the ability to continue as a going concern of the Company, 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 audit committee or supervisors, are responsible for overseeing the financial reporting process of the Company.

Auditors’ Responsibilities for the Audit of the Individual Financial Statements

Our objectives are to obtain reasonable assurance about whether the individual financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud

or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these individual financial statements.

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

Identify and assess the risks of material misstatement of the individual 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 internal control of the Company.
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 ability to continue as a going concern of the Company. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the individual 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 individual financial statements, including the accompanying notes, and whether the individual financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of 2025 individual financial statements 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.

20
Cheng, Ching-Piao

Lin, Cheng-Wei

Ernst & Young, Taiwan, R.O.C
March 6, 2026

Falcon Power Co., Ltd.
Individual Balance Sheets
As of December 31, 2025 and 2024
(All amounts are in thousands of New Taiwan Dollars.)

Assets			Dec. 31, 2025		Dec. 31, 2024
Code	Accounting items	Note	Amount	%	Amount	%
	Current assets
1100	Cash and cash equivalents	6.1	$85,123	41	$144,625	67
1136	Financial assets at amortized cos	6.3	15,640	7	-	-
1170	Accounts receivable, net	6.4 and 6.14	32,575	16	14,186	7
1200	Other receivables		280	-	784	-
1220	Current tax assets	4 and 6.17	2,391	1	606	-
130x	Inventory	6.5	3,681	2	-	-
1470	Other current assets	6.6	4,458	2	881	1
11xx	Total current assets		144,148	69	161,082	75
	Non-current assets
1517	Financial assets at fair value through other comprehensive income	6.2	-	-	-	-
1600	Property, plant and equipment	6.7 and 8	43,074	21	43,440	20
1840	Deferred tax assets	4 and 6.17	10,000	5	10,000	5
1900	Other non-current assets	6.8	11,686	5	8	-
15xx	Total non-current assets		64,760	31	53,448	25
1xxx	Total assets		$208,908	100	$214,530	100

(Please refer to the notes to the Individual financial statements)

Falcon Power Co., Ltd.
Individual Balance Sheets (Continued)
As of December 31, 2025 and 2024
(All amounts are in thousands of New Taiwan Dollars.)

Liabilities and Equity			Dec. 31, 2025		Dec. 31, 2024
Code	Accounting items	Note	Amount	%	Amount	%
	Current liabilities
2102	Short-term loans	6.9 and 8	$-	-	$-	-
2170	Accounts payable		-	-	4,275	2
2200	Other payables	6.10	2,183	1	3,146	2
2230	Current income tax liabilities	4 and 6.17	-	-	2,181	1
2300	Other current liabilities		43	-	47	-
21xx	Total current liabilities		2,226	1	9,649	5
	Non-Current liabilities
2570	Deferred tax liabilities	4 and 6.17	2	-	-	-
25xx	Non-Total current liabilities		2	-	-	-
2xxx	Total liabilities		2,228	1	9,649	5
	Owner's equity
3100	Share capital	6.12
3111	Common stock		400,082	192	400,082	186
3200	Capital surplus	6.12	20,185	10	20,185	9
3300	Retained earnings	6.12
3310	Legal reserve		29,827	14	29,827	14
3320	Special reserve		6,022	3	6,022	3
3350	Unappropriated retained earnings		(243,414)	(117)	(245,213)	(114)
	Total retained earnings		(207,565)	(100)	(209,364)	(97)
3400	Other equity		(6,022)	(3)	(6,022)	(3)
3xxx	Total liabilities		206,680	99	204,881	95
	Total liabilities and equity		$208,908	100	$214,530	100

(Please refer to the notes to the Individual financial statements)

Falcon Power Co., Ltd.
Individual Statements of Comprehensive Income

For the years ended December 31, 2025 and 2024
(All amounts except for earnings per share are in thousands of New Taiwan Dollars)

	Accounting items		2025		2024
Code		Note	Amount	%	Amount	%
4000	Operating revenue	4 and 6.13	$78,814	100	$606,144	100
5000	Operating cost	6.5	(74,211)	(94)	(573,779)	(95)
5900	Gross profit		4,603	6	32,365	5
6000	Operating expense
6200	Administration expense		(17,852)	(23)	(15,922)	(2)
6450	Expected credit impairment loss	6.14	1,300	2	(282,838)	(47)
	Subtotal		(16,552)	(21)	(298,760)	(49)
6900	Operating income		(11,949)	(15)	(266,395)	(44)
7000	Non-operating revenue/expense	6.16 and 7
7100	Interest income		1,276	1	2,783	-
7010	Other income		12,563	16	136	0
7020	Other gains and losses		(13)	0	15,280	3
7050	Financial costs		(3)	0	(110)	0
	Non-operating Total income and expenses		13,823	17	18,089	3
7900	Net profit before tax		1,874	2	(248,306)	(41)
7950	Income tax (expense) benefit	4 and 6.17	(75)	0	3,093	1
8200	Net profit for the period		1,799	2	(245,213)	(40)
8300	Other comprehensive income
8500	Total other comprehensive income for the period		1,799	2	(245,213)	(40)
	Earnings per share (NT$)
9750	Basic EPS	6.18	0.04		(6.13)
9850	Diluted EPS	6.18	0.04		(6.13)

(Please refer to the notes to the Individual financial statements)

Falcon Power Co., Ltd.
Individual Statements of Changes in Equity
For the years ended December 31, 2025 and 2024
(All amounts are in thousands of New Taiwan Dollars.)

Code	Items	Common stock capital	Additional paid-in capital	Retained earnings			Other equity items	Total equity
				Legal reserve	Special reserve	Unappropriated retained earnings	Unrealized gains or losses of the financial assets measured at FVTOCI
A1	Balance as of January 1, 2024	$388,202	$20,185	$28,506	$6,022	$13,201	$(6,022)	$450,094
B1	Appropriation and distribution of earnings, 2023
Legal reserve appropriation			1,321		(1,321)		-
B9	Stock dividend for common stock	11,880				(11,880)		-
D1	Net income for 2024					(245,213)		(245,213)
D3	Other comprehensive income for the year 2024						-	-
D5	Total comprehensive income for the period	-	-	-	-	(245,213)	-	(245,213)
Z1	Balance as of December 31, 2024	400,082	20,185	29,827	6,022	(245,213)	(6,022)	204,881
D1	Appropriation and distribution of earnings, 2024
Net income for 2025					1,799		1,799
D3	Other comprehensive income for the year 2025						-	-
D5	Total comprehensive income for the period	-	-	-	-	1,799	-	1,799
Z1	Balance as of December 31, 2025	$400,082	$20,185	$29,827	$6,022	$(243,414)	$(6,022)	$206,680

(Please refer to the notes to the Individual financial statements)

Falcon Power Co., Ltd.
Individual Statements of Cash Flows
For the years ended December 31, 2025 and 2024
(All amounts are in thousands of New Taiwan Dollars.)

Code	Items	2025	2024	Code	Item	2025	2024
		Amount	Amount			Amount	Amount
AAAA	Cash flow from operating activities:			BBBB	Cash flow from investing activities
A10000	Net profit before tax in the current period	$1,874	$(248,306)	B00040	Acquisition of financial assets measured at amortized cost	(15,640)	-
A20010	Adjustments to reconcile profit (loss):			B02800	Proceeds from disposal of property, plant and equipment	219	572
A20100	Depreciation expense	358	392	B03800	Increase in refundable deposits	(11,678)	-
A20300	Expected credit impairment loss (gain)	(1,300)	282,838	BBBB	Net cash inflow (outflow) from investing activities	(27,099)	572
A20900	Interest expense	3	110
A21200	Interest income	(1,276)	(2,783)
A22500	Loss (gain) on disposal of property, plant and equipment	(211)	26
A30000	Changes in assets/liabilities related to operating activities:
A31130	(Increase) decrease in notes receivable	-	8,492	CCCC	Cash flow from financing activities:
A31150	(Increase) decrease in accounts receivable	(17,089)	(62,317)	C00100	Increase (decrease) in short-term loans	-	(30,000)
A31180	(Increase) decrease in other receivables	(280)	(784)	CCCC	Net cash inflow (outflow) from financing activities	-	(30,000)
A31200	(Increase) decrease in inventories	(3,681)	-
A31240	(Increase) decrease in other current assets	(3,577)	(361)
A32150	Increase (decrease) in accounts payable	(4,275)	4,275
A32180	Increase (decrease) in other payables	(963)	(40)
A32230	Increase (decrease) in other current liabilities	(4)	11
A33000	Cash from (used in) operating activities	(30,421)	(18,447)
A33100	Interest received	2,060	2,783	EEEE	Increase (decrease) in cash and cash equivalents for the period	(59,502)	(47,946)
A33300	Interest paid	(3)	(149)	E00100	Beginning balance of cash and cash equivalents	144,625	192,571
A33500	Income tax refunded (paid)	(4,039)	(2,705)	E00200	Ending balance of cash and cash equivalents	$85,123	$144,625
AAAA	Net cash from (used in) operating activities	(32,403)	(18,518)

(Please refer to the notes to the Individual financial statements)

Chairperson: Xie, Ying-Yu
Manager: Chen, Yu-Lan
Accounting Manager: Cheng, Hsiang-Hung

Attachment 4

Opinion on the Basis and Reasonableness of the Subscription Price

FALCON POWER CO., LTD.

Private Placement of Domestic Common Shares for 2026

Securities Underwriter’s Evaluation Opinion on the Necessity and Reasonableness of the Private Placement

6th of March, 2026

FALCON POWER CO., LTD.

Private Placement of Domestic Common Shares for 2026

I. Introduction

FALCON POWER CO., LTD. (hereinafter referred to as the “Company” or “FALCON POWER”) intends to strengthen its operational development, introduce strategic investors for long-term cooperation, and meet future operational funding needs in order to enhance competitiveness. Accordingly, the Board of Directors resolved on March 6, 2026, to submit to the shareholders’ meeting a proposal authorizing the Board to conduct a private placement cash capital increase through the issuance of no more than 50,000,000 common shares (hereinafter referred to as the “Private Placement”). The Private Placement is expected to be carried out in up to five tranches within one year from the resolution date of the annual shareholders’ meeting on June 25, 2026.

Pursuant to Article 4 of the “Directions for Public Companies Conducting Private Placements of Securities” issued by the Financial Supervisory Commission, where a material change in managerial control may occur within one year before the board resolution approving the private placement and within one year after the delivery date of the privately placed securities, a securities underwriter shall be engaged to issue an evaluation opinion regarding the necessity and reasonableness of the private placement, which shall be included in the notice of shareholders’ meeting as a reference for shareholders in deciding whether to approve the proposal. Since the Company does not rule out the possibility of a material change in managerial control within the aforesaid period, the Company has appointed the underwriter to issue this evaluation opinion regarding the necessity and reasonableness of the Private Placement.

This opinion is provided solely as a reference for the Board of Directors’ resolution regarding the Private Placement on March 6, 2026, and for the shareholders’ resolution at the annual shareholders’ meeting on June 25, 2026, and shall not be used for any other purpose. This opinion has been prepared based on the board proposals provided by the Company and publicly disclosed information available on the Market Observation Post System. The underwriter assumes no legal responsibility for any future changes to the Company’s plans or other events that may affect the contents of this opinion.

II. Underwriter’s Evaluation Opinion

(I) Legal Compliance Assessment

Upon review of the Company’s parent company only financial statements for 2025 audited and certified by CPAs, the Company reported a net profit after tax of NT$1,799 thousand and accumulated losses of NT$243,414 thousand. Therefore, the Company is not subject to Article 3 of the “Directions for Public Companies Conducting Private Placements of Securities,” which requires companies with net income after tax and no accumulated losses in the most recent fiscal year to issue securities through public offering.

In addition, after reviewing the board meeting materials dated March 6, 2026, regarding the proposed private placement of common shares, the subscribers of the Private Placement comply with Article 43-6 of the Securities and Exchange Act and related regulations, and therefore conform to the applicable Directions.

(II) Overview of FALCON POWER CO., LTD.

FALCON POWER CO., LTD. was established on February 20, 1986, and was listed on the Taiwan Stock Exchange on April 1, 1995. The Company was originally engaged in the manufacturing and

sales of bicycle transmission systems, brakes, and related components. Subsequently, its business focus shifted toward the energy and international trading sectors. Currently, the Company's principal operations include the trading of metal raw materials such as aluminum ingots and zinc ingots, as well as consumer and household merchandise products. In recent years, the Company has also actively expanded into the cross-border e-commerce business.

(III) Assessment of the Necessity and Reasonableness of the Private Placement

Assessment of Necessity

The Company was originally engaged in the manufacturing and sale of bicycle components. Due to changes in the industry environment, the Company has transformed its business toward metal raw material trading and international trade. However, energy trading operations require substantial working capital and are highly susceptible to fluctuations in international raw material prices and changes in the overall economic environment.

The Company believes that obtaining financing from financial institutions would increase its debt ratio, while the resulting interest expenses and debt servicing pressure would impose additional financial burdens and hinder improvements to the Company's financial condition. Accordingly, raising capital through equity financing is considered a more favorable option.

If the Company were to conduct a public offering, its current operating losses may reduce the attractiveness of the offering to general investors, thereby creating uncertainty regarding the successful completion of the fundraising plan. To enhance the feasibility of the fundraising plan and benefit from the efficiency and flexibility of private placements, while aligning with the Company's capital utilization plans, the Company intends to conduct a private placement cash capital increase through the issuance of new common shares to strategic partners, insiders, or related parties in order to replenish working capital.

Such financing is expected to alleviate pressure arising from operating capital costs, strengthen the Company's financial structure, and improve operating performance. Therefore, the Private Placement is considered necessary.

Overall, the Company intends to use the proceeds from the Private Placement to replenish working capital, reduce operating capital cost pressure, strengthen the financial structure, improve future operational conditions, and reduce interest expenses. Therefore, the Private Placement is considered necessary.

Assessment of Reasonableness

The underwriter evaluates the reasonableness of the proposed Private Placement from the following three aspects:

(1) Reasonableness of the Issuance Procedures

After reviewing the board meeting materials for the proposed private placement of common shares to be discussed on March 6, 2026, the pricing method and the selection procedures for specific subscribers comply with the Securities and Exchange Act and related regulations, and no material irregularities were identified.

(2) Reasonableness of Conducting a Private Placement

Considering the Company's recent operating conditions, market acceptance, and stock liquidity,

raising funds through a public offering may not enable the Company to obtain the required capital within a short period of time. By contrast, a private placement provides greater timeliness and flexibility in securing the necessary funding.

Accordingly, raising funds through a private placement is considered necessary. Assuming the issuance of the full 50,000,000 privately placed common shares, the maximum dilution ratio would be 62.49%. The issue price shall not be lower than 80% of the reference price, which is consistent with prevailing market practice.

In addition, since the privately placed securities are subject to a three-year transfer restriction before an application for public offering may be filed with the competent authority, the impact on shareholders' equity rights is not considered materially adverse.

(3) Reasonableness of the Expected Benefits of the Private Placement

Following completion of the Private Placement, the Company expects to obtain stable long-term funding to replenish working capital and meet future operational funding needs.

Furthermore, through the experience, technology, expertise, branding, and distribution channels of the subscribers, the Company expects to enhance its overall competitiveness and operational efficiency, thereby increasing revenue and profitability.

Accordingly, the Private Placement is expected to have positive benefits for the Company's long-term operations and financial structure, and such benefits are considered reasonable.

(IV) Assessment of Subscriber Selection and Its Feasibility and Necessity

Selection of Subscribers

According to the board meeting materials dated March 6, 2026, the subscribers of the privately placed common shares shall be selected from specific persons in compliance with Article 43-6 of the Securities and Exchange Act and the "Directions for Public Companies Conducting Private Placements of Securities" amended by FSC Order No. Jin-Guan-Zheng-Fa-11203860674 dated December 29, 2023.

Priority shall be given to parties that may directly or indirectly benefit the Company's future operations and that possess a certain degree of understanding of the Company, including insiders, related parties, strategic investors, or other qualified persons under applicable regulations. However, no specific subscribers have yet been finalized.

Where Subscribers Are Insiders or Related Parties

If the subscribers are insiders or related parties, the tentative subscriber list, selection methods, purposes, and the feasibility and necessity thereof are as follows:

(1) Selection Method and Purpose

Where subscribers are insiders or related parties, they shall be persons who may directly or indirectly contribute to the Company's future operations and who possess a certain degree of understanding of the Company.

The list includes the following parties:

Potential Subscriber	Relationship with the Company
Ting Yang Co., Ltd	Major shareholder, institutional chairman, institutional director
Shan Jun Co., Ltd	Major shareholder
Hyper Moon Holding Limited	Same representative as institutional director

Source: Provided by the Company.

If the subscriber is a juristic person, the names of the top ten shareholders of such juristic person, their respective shareholding percentages, and the relationships between such shareholders and the Company are set forth below

Potential Subscriber	Name of Top Ten Shareholder	Shareholding Percentage	Relationship with the Company
Ting Yang Co., Ltd.	Ting Yang Co., Ltd.	100%	Same individual serving as Chairman
Shan Jun Co., Ltd.	Hyper Moon Holding Limited	100%	Major shareholder of the Company
Hyper Moon Holding Limited	Fang Jason Kin Hoi	100%	Same representative of institutional director

Source: Provided by the Company.

(2) Feasibility and Necessity

Based on the Company's disclosures, the above-mentioned potential insider or related-party subscribers are institutional directors and representatives familiar with the Company's operations.

Participation by such insiders or related parties in the Private Placement would increase insider and related-party shareholdings, stabilize managerial control, provide operating funds, and alleviate funding pressure. Therefore, selecting such insiders or related parties as subscribers is considered feasible and necessary.

3. Where Subscribers Are Strategic Investors

(1) Selection Method and Purpose

Through the introduction of strategic investors via the Private Placement, the Company aims not only to obtain stable long-term funding but also to establish long-term strategic cooperation relationships that may provide operational, managerial, and financial resources.

Such cooperation may facilitate business development and expansion, management expertise, enhanced financial cost management, and strengthened competitive advantages.

Therefore, strategic investors with a certain degree of understanding of the Company and the ability to strengthen the Company's competitive advantages or enhance shareholder value shall be prioritized. However, no strategic investors have yet been finalized.

(2) Feasibility and Necessity

To actively create profit opportunities and competitive advantages, the Company intends to introduce strategic investors whose experience, technology, expertise, or distribution channels may improve the Company's operations, profitability, and shareholder equity.

Accordingly, selecting strategic investors that may contribute to the Company’s future business expansion is considered feasible and necessary.

(V) Impact of Potential Changes in Managerial Control on the Company’s Operations, Financial Position, and Shareholders’ Equity

Review of Material Changes in Managerial Control Within One Year Prior to the Board Resolution

Within the past year, the Company conducted a full re-election of directors (nine seats in total) at the shareholders’ meeting held on June 13, 2025, during which only two institutional director representatives changed.

In addition, on October 21, 2025, and February 23, 2026, there were changes involving one and two director representatives, respectively.

However, none of the foregoing events constituted a material change in managerial control under Article 4, Paragraph 3 of the “Directions for Public Companies Conducting Private Placements of Securities.”

Whether the Introduction of Specific Investors Through the Private Placement Will Result in a Material Change in Managerial Control Remains Uncertain

The timing of the Private Placement will occur after the annual shareholders’ meeting on June 25, 2026. Whether the specific investors introduced through the Private Placement will obtain sufficient board seats to participate in the Company’s management, thereby resulting in a material change in managerial control, remains uncertain.

However, considering that the Company resolved on March 6, 2026, to conduct both a capital reduction and the Private Placement, the Company’s current issued shares total 40,008,195 shares. Following the capital reduction to offset losses, 10,000,000 shares will be cancelled, reducing the issued shares to 30,008,195 shares.

The Private Placement may issue up to 50,000,000 shares. Assuming the full issuance amount, the privately placed shares would account for 62.49% of the Company’s total issued shares of 80,008,195 shares after the Private Placement.

Accordingly, the Company does not rule out the possibility of changes in board composition or managerial control resulting from operational adjustments following the Private Placement. Should any changes in board seats or managerial control occur in the future, the Company will make disclosures in accordance with applicable regulations to protect shareholders’ rights and interests.

If a material change in managerial control occurs following the Private Placement, the potential impacts are explained as follows:

(1) Impact on Business Operations

The Company operates in a highly competitive industry environment. The funds raised through the Private Placement will be used not only to support daily operations and improve the financial structure, but also to facilitate sustainable operations and future development.

In addition to considering insiders or related parties as subscribers, the Company also plans to introduce strategic investors beneficial to future operations to assist in formulating appropriate business strategies and enhancing market competitiveness and business expansion.

Accordingly, the Private Placement is expected to have a positive impact on the Company’s business operations.

(2) Impact on Financial Position

The proceeds from the Private Placement will be used to replenish working capital and repay bank borrowings in order to improve the financial structure and meet future operational funding needs.

The Company expects the Private Placement to provide stable long-term funding, reduce financing repayment pressure and interest expenses, strengthen the financial structure, and maintain financial flexibility.

Accordingly, the Private Placement is expected to have a positive impact on the Company’s financial position.

(3) Impact on Shareholders’ Equity

The Private Placement is expected to provide stable long-term funding and facilitate the introduction of strategic investors, thereby enhancing profitability and shareholder value.

According to the pricing principles of the Private Placement, the issue price shall not be lower than 80% of the reference price, which complies with the “Directions for Public Companies Conducting Private Placements of Securities.”

Although the Private Placement may potentially result in material changes in managerial control, privately placed securities are subject to a three-year transfer restriction, which helps ensure long-term cooperation with strategic partners.

Considering the reasonable use of funds, the capital injection from the Private Placement, and the support of long-term investors for future operations, the Company expects improvements in its financial structure and long-term positive benefits to shareholders’ equity.

If the issue price of the privately placed common shares falls below par value and results in accumulated losses, the Company may, depending on operating conditions and market circumstances, offset losses through capital reduction, retained earnings, or capital surplus. Such measures are considered reasonable.

Accordingly, the Private Placement is not expected to have a materially adverse impact on shareholders’ equity.

(VI) Conclusion of Evaluation Opinion

In summary, the funds raised through the Private Placement will be used to replenish working capital, secure stable long-term funding, reduce operating capital cost pressure, expand business operations, improve production efficiency, strengthen the financial structure, stabilize operational growth, and enhance overall shareholder value.

Considering the Company’s profitability and the feasibility of raising funds through public offering, the Company’s proposal to conduct a private placement of securities is considered necessary and reasonable.

Furthermore, after reviewing the board proposal materials dated March 6, 2026, the underwriter

believes that the issuance plan, issuance procedures, pricing basis, and subscriber selection methods comply with the Securities and Exchange Act and related regulations, and no material irregularities were identified.

III. Other Statements

This opinion is provided solely as a reference for the resolutions of the Board of Directors on March 6, 2026, and the annual shareholders’ meeting regarding the proposed private placement cash capital increase through the issuance of common shares, and shall not be used for any other purpose.
This opinion has been prepared based on the board meeting proposal materials scheduled for discussion on March 6, 2026, financial information provided by FALCON POWER CO., LTD., and publicly disclosed information available on the Market Observation Post System. The underwriter assumes no legal responsibility for any future changes to the Company’s plans or other events that may affect the contents of this opinion.
The underwriter is not a related party of FALCON POWER CO., LTD. or its insiders.

Evaluator: President Securities Corporation

Chairman: Lin Kuan-Cheng

Attachment 5

Falcon Power Co., Ltd., List of Directors (Including Independent Directors) Candidates of 16th Board of Directors

Nominee Category	Nominee Name	Education
Independent Director	Chou Chih-Ting	LL.M., National Taiwan University (Division of Criminal Law)
Institute of Law Studies, King's College London	1. Attorney, Zhonghua International Law Firm
2. Director, Taipei Bar Association (Entertainment & Sports Law Committee)
3. Representative, National Bar Association	Attorney, Zhonghua International Law Firm	NA
Independent Director	Chung Yao-Sheng	Master of Accounting, National Taipei University
Bachelor of Accounting, Tamkang University	1. Managing Partner & CPA, Yangji CPAs Firm
2. Member, Sustainable Development Committee, Taipei CPA Association
3. Convener, Tax Committee (Northern Region), Taipei CPA Association
4. Member, ESG Sustainability Committee, National Federation of CPA Associations
5. Member, Tax Committee, National Federation of CPA Associations
6. Director, Chinese National Federation of Industries
7. Lecturer, Department of Accounting Information, Chihlee University of Technology	Managing Partner & CPA, Yangji CPAs Firm	NA

Appendix 1

Falcon Power Co., Ltd.
Rules of Procedure for Shareholder Meetings

Article 1:

In order to establish a good corporate governance system, enhance supervisory functions, and strengthen management capabilities, this rule is established in accordance with the Corporate Governance Best Practice Principles for Listed and OTC Companies for compliance purposes.

Article 2:

Unless otherwise specified by laws or the articles of incorporation, the rules stipulated in this rule shall apply to the proceedings of the company's shareholders' meetings.

Article 3:

Except as otherwise provided by laws, the company's shareholders' meetings shall be convened by the board of directors. Shareholders' meetings held by the company through video conferences, unless otherwise provided by the Guidelines for Handling Stock Affairs of Publicly Issued Companies, shall be stipulated in the articles of incorporation, decided by the board of directors, and resolutions of the video shareholders' meetings shall be implemented with the attendance of two-thirds or more of the directors and the approval of a majority of the attending directors.

Any changes to the method of convening the company's shareholders' meetings shall be decided by the board of directors and shall be made no later than the issuance of the meeting notice.

The company shall, thirty days before the regular shareholders' meeting or fifteen days before the extraordinary shareholders' meeting, transmit the electronic files of the meeting notice, proxy form, relevant recognition cases, discussion items, election or dismissal of directors, and other proposals to the MOPS. The company shall also transmit the shareholders' meeting handbook and supplementary meeting materials to the MOPS twenty-one days before the regular shareholders' meeting or fifteen days before the extraordinary shareholders' meeting. However, if the company's paid-in capital as of the end of the most recent fiscal year exceeds NT$10 billion or the combined foreign and mainland Chinese shareholding ratio listed on the shareholder register for the most recent fiscal year reaches 30% or more, the electronic files shall be transmitted thirty days before the regular shareholders' meeting. The agenda and explanatory materials for the next shareholders' meeting shall be prepared and made available for shareholders to consult at any time and displayed at the company and the appointed professional stock agency before the shareholders' meeting fifteen days in advance.

The shareholders' handbook and supplementary meeting materials mentioned above shall be provided to the shareholders for reference on the day of the shareholders' meeting in the following ways:

In the case of a physical shareholders' meeting, they shall be distributed at the meeting venue.
In the case of a video-assisted shareholders' meeting, they shall be distributed at the meeting venue and transmitted as electronic files to the video conference platform.
In the case of a video shareholders' meeting, they shall be transmitted as electronic files to the video conference platform.

The notice and announcement shall state the purpose of the meeting, and if agreed upon by the relevant parties, the notice may be given electronically.

The election or dismissal of directors, amendment of the articles of incorporation, reduction of capital, application for suspension of public issuance, permission for directors' non-competition, capitalization of retained earnings, capitalization of surplus, company dissolution, merger, division, matters under Article 185, Paragraph 1 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 Guidelines for Handling the Offering and Issuance of Securities by Issuers, shall be listed and explained in the meeting notice, and may not be proposed as temporary resolutions.

The purpose of convening the shareholders' meeting is explicitly stated as a comprehensive election of directors, including the specified date of assumption of office. After the completion of the director election at the shareholders' meeting, the date of assumption of office cannot be changed through ad hoc motions or any other means during the same meeting.

Shareholders holding more than one percent of the total issued shares may submit proposals for the shareholders' general meeting to the company, limited to one proposal. Proposals exceeding this limit will not be included in the agenda. Furthermore, if a proposal submitted by a shareholder falls under any of the provisions of Article 172-1, Paragraph 4 of the Company Law, the board of directors may exclude it from the agenda. Shareholders may submit proposal(s) to urge the company to enhance public interest or fulfill social

responsibilities, subject to the relevant provisions of Article 172-1 of the Company Law, with a limit of one proposal. Proposals exceeding one item will not be included in the agenda.

Prior to the convening of the shareholders' general meeting, the company shall announce the acceptance of shareholders' proposals, the methods of written submission, the place of submission, and the acceptance period. The acceptance period shall not be less than ten days.

Shareholders' proposals shall be limited to three hundred words, and if they exceed this limit, the proposal will not be included in the agenda. The proposing shareholder should attend the shareholders' general meeting in person or appoint someone else to attend and participate in the discussion of the proposal.

Before the shareholders' meeting notice is sent, the company shall inform the proposing shareholders of the handling results and include the proposals that comply with the provisions of this article in the meeting notice. The board of directors shall explain the reasons for proposals that are not included in the agenda at the shareholders' meeting.

Article 4

Shareholders may issue a proxy form issued by the company for each shareholders' meeting, stating the authorized scope and the appointed proxy to attend the shareholders' meeting.

Each shareholder may issue only one proxy form and appoint only one person as a proxy. The proxy form shall be delivered to the company at least five days before the shareholders' meeting. In case of duplicate proxy forms, the one that is delivered first shall prevail. However, a shareholder who declares the revocation of a previously issued proxy form is not subject to this deadline.

After the proxy form is delivered to the company, if a shareholder wishes to attend the shareholders' meeting in person or exercise voting rights in writing or electronically, a notice to revoke the proxy form shall be submitted to the company in writing at least two days before the shareholders' meeting. In case of late revocation, the proxy appointed by the shareholder shall exercise the voting rights on their behalf.

After the proxy form is delivered to the company, if a shareholder wishes to attend the shareholders' meeting via video conferencing, a notice to revoke the proxy form shall be submitted to the company in writing at least two days before the shareholders' meeting. In case of late revocation, the proxy appointed by the shareholder shall exercise the voting rights on their behalf.

Article 5:

The venue for convening the shareholders' meeting shall be at the company's registered office or a location convenient for shareholders to attend and suitable for the shareholders' meeting. The meeting start time shall not be earlier than 9 a.m. or later than 3 p.m. The choice of venue and time shall take into full consideration the opinions of independent directors.

When the company convenes a video shareholders' meeting, it is not restricted by the aforementioned venue requirements.

Article 6:

The company shall include in the meeting notice the registration time, registration location, and other matters to be noted for shareholders to report their attendance.

The registration time for shareholders to report their attendance shall be at least 30 minutes before the meeting starts. The registration location shall be clearly marked and staffed by appropriate personnel. For video conference shareholders' meetings, registration shall be accepted on the video conference platform 30 minutes before the meeting starts. Shareholders who have completed the registration shall be deemed to be personally present at the shareholders' meeting.

Shareholders shall attend the shareholders' meeting with an attendance certificate, attendance sign-in card, or other attendance documents. The company shall not arbitrarily require additional proof of attendance from shareholders based on the submitted attendance documents. If the attendee is a person soliciting proxies, they shall bring identification documents for verification.

The company shall provide a sign-in book for shareholders to sign or accept attendance sign-in cards from attending shareholders. The company shall provide the meeting handbook, annual report, attendance certificate, speech notes, voting slips, and other meeting materials to the attending shareholders. In the case of director elections, election ballots shall be provided separately.

When a government agency or a juristic person is a shareholder, the representative attending the shareholders' meeting is not limited to one person. When a juristic person is authorized to attend the shareholders' meeting, only one person shall be appointed as a representative.

For video shareholders' meetings, shareholders who wish to attend via video conferencing shall register with the company at least two days before the shareholders' meeting.

For video shareholders' meetings, the company shall upload the meeting handbook, annual report, and other relevant documents to the video conference platform at least 30 minutes before the meeting starts and continue to disclose them until the meeting ends.

Article 6-1

When the company convenes a video shareholders' meeting, the meeting notice shall include the following:

Methods for shareholders to participate in the video conference and exercise their rights.
Handling procedures in case of natural disasters, incidents, or other force majeure events that cause obstacles to the video conference platform or participation via video conferencing, including at least the following:
(1) If the obstacles cannot be resolved before the scheduled meeting time and the meeting needs to be postponed or continued, the new meeting date shall be determined.
(2) Shareholders who were not registered for video participation in the original shareholders' meeting shall not be allowed to participate in the postponed or continued meeting.
(3) In the case of a video-assisted shareholders' meeting, if the video conference cannot continue, and after deducting the attending shareholders who participated via video conferencing, the total number of attending shares meets the statutory quorum for the shareholders' meeting, the shareholders' meeting shall continue, and the attending shareholders who participate via video conferencing shall be counted towards the total number of attending shares. They shall be considered as abstaining from all the resolutions of that shareholders' meeting.
(4) Procedures in case all resolutions have been announced and no temporary resolutions have been proposed.
In the case of a video shareholders' meeting, appropriate alternative measures provided by the company for shareholders who have difficulties participating via video conferencing shall be specified. Except in cases stipulated in Article 44-9, Paragraph 6 of the Guidelines for Handling Stock Affairs of Publicly Issued Companies, the company shall provide at least the necessary equipment and assistance for shareholders to connect, and specify the period during which shareholders may apply to the company and other relevant matters to be noted.

Article 7:

If the shareholders' meeting is convened by the board of directors, the chairman shall be the chairman of the board. In the absence or inability of the chairman of the board to perform his/her duties, the vice chairman shall act as the chairman. If there is no vice chairman or the vice chairman is also absent or unable to perform his/her duties, the chairman shall designate one executive director to act as the chairman. If there is no executive director, the chairman shall designate one director, and if the chairman fails to designate a proxy, one executive director or director shall be selected by mutual consent among the directors.

The chairman mentioned in the preceding paragraph shall be an executive director or acting director who has served for more than six months and has a good understanding of the company's financial and business conditions. The same applies if the chairman is the representative of a juristic person director. For shareholders' meetings convened by the board of directors, the chairman should personally preside over the meeting, and at least one director representing a majority of the board of directors and one representative of each functional committee of the board of directors should attend the meeting. The attendance should be recorded in the minutes of the shareholders' meeting.

If the shareholders' meeting is convened by a person other than the board of directors, the chairman shall be the person who convened the meeting. If there are two or more persons who convened the meeting, they should mutually appoint one person as the chairman.

The company may appoint appointed lawyers, accountants, or relevant personnel to attend the shareholders' meeting.

Article 8:

The company shall record and continuously record the entire process of shareholder registration, meeting proceedings, and voting counting from the start of shareholder registration.

The audiovisual materials in the preceding paragraph should be kept for at least one year. However, if a shareholder files a lawsuit under Article 189 of the Company Law, they should be kept until the lawsuit is concluded.

If the shareholders' meeting is held via video conference, the company shall record and continuously record the registration, registration, attendance, questioning, voting, and vote counting of shareholders. The company shall also record the entire video conference without interruption.

The company shall properly preserve the above data and recordings during the retention period and provide the recordings to the entrusted party responsible for video conference affairs.

If the shareholders' meeting is held via video conference, the company should also record the backstage

operation interface of the video conference platform.

Article 9:
Shareholders' attendance at the shareholders' meeting should be based on their shareholdings. The number of shares in attendance shall be calculated based on the sign-in book or submitted sign-in cards and the number of shares reported on the video conference platform, including the shares exercised by written or electronic voting. When the scheduled meeting time arrives, the chairman shall promptly announce the start of the meeting. However, if the number of attending shareholders representing more than half of the total issued shares is not reached, the chairman may announce a postponement of the meeting. The meeting can be postponed up to two times, with a total postponement time not exceeding one hour. If the attendance of shareholders representing more than one-third of the total issued shares is still insufficient after the two postponements, the chairman shall announce the adjournment of the meeting. If the shareholders' meeting is held via video conference, the company shall also announce the adjournment on the video conference platform.

If, after two postponements, the attendance is still insufficient but the attendance of shareholders representing more than one-third of the total issued shares is reached, a fictitious resolution may be made in accordance with Article 175, Paragraph 1 of the Company Law, and the fictitious resolution shall be notified to all shareholders to convene another shareholders' meeting within one month. If the shareholders' meeting is held via video conference, shareholders who wish to attend via video conference should register with the company again in accordance with Article 6.

Before the end of the current meeting, if the attendance representing more than half of the total issued shares is reached, the chairman may submit the fictitious resolution made and request a vote at the shareholders' meeting in accordance with Article 174 of the Company Law.

Article 10:
If the shareholders' meeting is convened by the board of directors, the agenda shall be determined by the board of directors. All relevant proposals (including ad hoc resolutions and amendments to original proposals) shall be voted on separately, and the meeting shall proceed according to the scheduled agenda, which cannot be changed without the resolution of the shareholders' meeting. The same applies if the shareholders' meeting is convened by a person other than the board of directors. The agenda determined in the preceding two paragraphs cannot be adjourned without a resolution. If the chairman violates the rules of procedure and adjourns the meeting, the other members of the board of directors should promptly assist the attending shareholders in accordance with the legal procedures to elect a new chairman with the consent of the majority of the voting rights of the attending shareholders and continue the meeting.

The chairman should provide sufficient explanation and discussion opportunities for the proposals, amendments, or ad hoc resolutions submitted by the shareholders. When the chairman deems that sufficient discussion has been conducted, he/she may announce the end of the discussion, call for a vote, and arrange an appropriate voting time.

Article 11:
Before shareholders speak, they must fill out a speech slip stating the main points of their speech, shareholder account number (or attendance certificate number), and account name. The chairman determines the order of speeches.

If a shareholder only submits a speech slip but does not speak, it is considered as not speaking. If the content of the speech deviates from what is stated on the speech slip, the content of the speech shall prevail.

For the same agenda item, each shareholder's speech shall not exceed two times without the chairman's consent, and each speech shall not exceed five minutes. However, the chairman may prohibit a shareholder from speaking if the speech violates the rules or goes beyond the scope of the agenda.

While a shareholder is speaking, other shareholders shall not speak or disrupt without the consent of the chairman and the speaking shareholder. The chairman should intervene if there is a violation.

When a juristic person shareholder appoints more than two representatives to attend the shareholders' meeting, only one person may speak on the same agenda item. After a shareholder speaks, the chairman may personally respond or designate relevant personnel to respond.

If the shareholders' meeting is held via video conference, shareholders participating via video may ask questions in writing on the video conference platform from the start of the meeting until the adjournment is announced by the chairman. The number of questions for each agenda item shall not exceed two, and each question shall be limited to 200 words. The provisions of paragraphs 1 to 5 do not apply in this case.

If the questions in the preceding paragraph do not violate the rules or go beyond the scope of the agenda, they should be disclosed on the video conference platform for public knowledge.

Article 12:

The voting at the shareholders' meeting shall be based on shareholding as the calculation basis. The shares of shareholders without voting rights shall not be counted towards the total issued shares.

Shareholders who have a personal interest that may harm the company's interests in the matters discussed at the meeting shall not participate in the vote and shall not exercise proxy voting on behalf of other shareholders.

The shares that are not eligible for voting according to the preceding paragraph shall not be counted in the total voting rights of the attending shareholders.

Except for trust enterprises or share registrar agents approved by the competent authority of securities, when a person is entrusted by two or more shareholders, the voting rights exercised by the proxy shall not exceed 3% of the voting rights of the total issued shares. Any excess voting rights shall not be counted.

Article 13:

Each share entitles the shareholder to one voting right, except for those with restrictions or those listed in Article 179, Paragraph 2 of the Company Law, which are not subject to this limitation.

When the company convenes a shareholders' meeting, electronic means and written means may be adopted to exercise voting rights. The method of exercising voting rights by written or electronic means shall be specified in the shareholders' meeting notice. Shareholders who exercise voting rights by written or electronic means shall be deemed as attending the shareholders' meeting in person. However, with respect to ad hoc resolutions and amendments to original proposals at the shareholders' meeting, they shall be deemed as abstaining, so the company should avoid proposing ad hoc resolutions and amendments to original proposals.

Shareholders who exercise voting rights by written or electronic means shall deliver their voting instructions to the company at least two days before the shareholders' meeting. In case of multiple instructions, the earliest one shall prevail. However, a declaration to revoke the previous instructions is not subject to this deadline. If a shareholder who has exercised voting rights by written or electronic means wishes to attend the shareholders' meeting in person or via video conference, they should revoke the previous instructions in the same manner as exercising voting rights at least two days before the shareholders' meeting. If the revocation is made after the deadline, the voting rights exercised by written or electronic means shall prevail. If voting rights are exercised by written or electronic means and a proxy is appointed to attend the shareholders' meeting, the voting rights exercised by the proxy's attendance shall prevail. Unless otherwise specified in the Company Law or the company's articles of incorporation, resolutions shall be passed with the approval of the majority of the voting rights of the attending shareholders.

During the voting, the chairman or designated personnel shall announce the total voting rights of the attending shareholders for each agenda item. The shareholders shall then vote on each agenda item, and the results of their agreement, opposition, and abstention shall be entered into the MOPS on the same day as the shareholders' meeting.

In the case where there are amendments or substitute proposals for the same agenda item, the chairman shall determine the voting sequence together with the original proposal. If one of the proposals has been approved, the other proposals shall be deemed rejected and no further voting is necessary.

The chairman shall appoint the scrutineers and vote counters for the voting on resolutions, with the scrutineers being shareholders.

The vote counting and election process for voting or election proposals at the shareholders' meeting shall be conducted openly within the meeting venue, and the results of the voting, including the statistical figures, shall be announced on the spot and recorded after the vote counting is completed.

When the company holds a virtual shareholders' meeting, shareholders participating via video conference should vote on various proposals and election proposals through the video conferencing platform after the chairman announces the start of the meeting. The voting should be completed before the chairman announces the end of voting, and any votes submitted after the deadline shall be considered abstentions.

For virtual meetings, the vote counting shall be conducted once the chairman announces the end of voting, and the voting and election results shall be announced.

When the company holds a video-assisted shareholders' meeting, shareholders who have registered to attend the meeting via video conference, but wish to attend the physical meeting in person, should revoke their registration at least two days before the meeting in the same manner as the initial registration. If the revocation is made after the deadline, they can only attend the meeting via video conference.

Shareholders who have exercised their voting rights by written or electronic means and participate in the shareholders' meeting via video conference shall not vote again on the original proposal or propose amendments to the original proposal, except for ad hoc resolutions.

Article 14:

When there is an election of directors at the shareholders' meeting, it shall be conducted in accordance with the relevant regulations set by the company. The election results, including the list of elected directors and their voting rights, as well as the list of unsuccessful candidates and their election votes, shall be announced on the spot.

The election ballots for the election items specified in the preceding paragraph shall be properly kept and retained for at least one year. However, if shareholders file a lawsuit in accordance with Article 189 of the Company Law, they shall be kept until the lawsuit is concluded.

Article 15:

The decisions made at the shareholders' meeting shall be recorded in the minutes, which shall be signed or stamped by the chairman. The minutes shall be distributed to the shareholders within twenty days after the meeting. The production and distribution of the minutes may be done electronically.

The distribution of the minutes as mentioned in the preceding paragraph may be made through announcements on the MOPS (PIOS). The minutes should accurately record the year, month, day, venue of the meeting, the name of the chairman, the method of decision-making, the essential details of the proceedings, and the voting results (including the statistical figures). In the case of an election of directors, the voting rights of each candidate should be disclosed. The minutes shall be permanently preserved during the existence of the company.

In the case of a shareholders' meeting held via video conference, in addition to the matters required to be recorded as specified in the preceding paragraph, the minutes should also include the starting and ending time of the meeting, the method of convening the meeting, the names of the chairman and the recorder, and the handling procedures and situations in the event of platform or participation difficulties due to natural disasters, incidents, or other force majeure circumstances. When the company holds a video shareholders' meeting, in addition to complying with the provisions of the preceding paragraph, the minutes should also specify alternative measures provided to shareholders who have difficulties participating via video conference.

Article 16:

The number of shares solicited, the number of shares represented by proxy agents, and the number of shares represented by shareholders attending in writing or electronically shall be compiled into a statistical table in the specified format by the company on the day of the shareholders' meeting for clear display within the meeting venue. In the case of a shareholders' meeting held via video conference, the company should upload the aforementioned information to the video conferencing platform at least thirty minutes before the meeting begins and continue to disclose it until the meeting ends.

When announcing the start of the shareholders' meeting during a video conference, the total number of shares held by attending shareholders should be disclosed on the video conferencing platform. If there are additional statistics on the total number of shares held by attending shareholders and the voting rights during the meeting, the same disclosure applies.

If the decisions made at the shareholders' meeting involve significant information as stipulated by laws and regulations or the Taiwan Stock Exchange Corporation's regulations, the company shall transmit the content to the MOPS within the specified timeframe.

Article 17:

The personnel handling the shareholders' meeting should wear identification cards or armbands. The chairman may direct monitors or security personnel to assist in maintaining order at the venue. Monitors or security personnel assisting in maintaining order should wear armbands or identification cards indicating "monitor." If there is a sound amplification system at the venue, the chairman may prohibit shareholders from speaking using equipment not provided by the company.

If a shareholder violates the rules of procedure, refuses to comply with the chairman's correction, and disrupts the progress of the meeting despite being instructed to stop, the chairman may instruct monitors or security personnel to remove the shareholder from the venue.

Article 18:

During the meeting, the chairman may announce a break at a suitable time. In the event of an irresistible circumstance, the chairman may decide to temporarily suspend the meeting and announce the resumption time based on the situation.

If the scheduled agenda of the shareholders' meeting is not completed before the meeting venue becomes

unavailable, the shareholders' meeting may pass a resolution to find an alternative venue to continue the meeting in accordance with the provisions of Article 182 of the Company Law. The shareholders' meeting may also pass a resolution to postpone or continue the meeting within five days.

Article 19:
In the case of a shareholders' meeting held via video conference, the company should promptly disclose the voting results and election results of each agenda item on the video conferencing platform after the voting is completed. The disclosure should continue for at least fifteen minutes after the chairman announces the adjournment.

Article 20:
When the company holds a video shareholders' meeting, the chairman and the recorder should be at the same location within the country. The chairman should announce the address of that location at the beginning of the meeting.

Article 21:
In the case of a shareholders' meeting held via video conference, the company may provide shareholders with a simple connection test before the meeting and provide relevant services in real-time during the meeting to assist in addressing communication technology issues.

If a video conference shareholders' meeting experiences an obstacle on the video conferencing platform or in participation via video conference due to force majeure, such as a natural disaster or unforeseen circumstances, for a continuous period of at least 30 minutes before the chairman announces the adjournment, the meeting should be postponed or continued within five days. The provisions of Article 182 of the Company Law do not apply in this case.

Shareholders who did not register to participate via video conference in the original shareholders' meeting are not allowed to participate in the postponed or continued meeting.

For shareholders who registered to participate via video conference in the original shareholders' meeting and completed the check-in process but did not participate in the postponed or continued meeting, their shares, exercised voting rights, and election rights in the original shareholders' meeting should be counted towards the total shares, voting rights, and election rights of the shareholders attending the postponed or continued meeting. During the postponed or continued meeting of the shareholders' meeting in accordance with the provisions of the second paragraph, no further discussion or resolution is required for agenda items that have completed voting, vote counting, and the announcement of voting results or the list of elected directors or supervisors. In the event that a video-assisted shareholders' meeting cannot continue as stated in the second paragraph, if the total shares represented at the meeting, excluding those represented via video conference, still meet the statutory quorum for the shareholders' meeting, the meeting should proceed without being postponed or continued as specified in the second paragraph.

For shareholders participating in the meeting via video conference in the case mentioned in the preceding paragraph, their shares should be counted towards the total shares represented at the meeting. However, they are deemed to have abstained from voting on all agenda items in that shareholders' meeting.

When the company postpones or continues a meeting in accordance with the provisions of the second paragraph, it should follow the relevant pre-operation procedures specified in Article 44-2, paragraph 20, and Article 44-5, paragraph 7 of the Guidelines for Handling Stock Affairs of Public Companies. The company should also follow the provisions of the latter article, Article 44-15, and Article 44-17, paragraph 1 of the same guidelines regarding the period for using proxy rules for attending shareholders' meetings, and carry out the necessary procedures in relation to the postponed or continued meeting according to the specified date of the shareholders' meeting.

Article 22:
When the company convenes a video shareholder meeting, it should provide appropriate alternative measures for shareholders who have difficulties attending the meeting via video. Except for the circumstances specified in Article 44-9, Paragraph 6 of the Guidelines for Shareholder Services of Publicly Issued Stock Companies, at least shareholder connectivity equipment and necessary assistance should be provided, and the period and other relevant matters for shareholders to apply to the company should be stated.

Article 23:
These rules shall be implemented after being passed by the shareholder meeting, and the same shall apply to amendments.

Article 24:
These rules were reestablished on May 18, 2021.
The first amendment was made on June 8, 2022.
The second amendment was made on June 7, 2023.

Appendix 2

Business Improvement Plan

Purpose of Capital Reduction :

Due to accumulated losses incurred from operations in recent years, the Company’s financial structure has been adversely affected. As of 2025, accumulated losses amounted to NT$243,413 thousand, reaching one-half of the Company’s paid-in capital. In order to offset losses, improve the balance sheet structure, and enhance financial quality, the Company proposes to carry out a capital reduction. This will align the Company’s capital with its actual operating conditions, strengthen its financial position, and facilitate stable future operations while safeguarding shareholders’ equity.

Summary of the Business Improvement Plan

(1) Strengthening Procurement and Inventory Management to Mitigate Price Volatility Risks

i. Establish a real-time market price monitoring mechanism to closely track fluctuations in international metal prices (such as zinc and aluminum), and adjust procurement and sales strategies accordingly to mitigate price risks.
ii. Review the current product sales mix, eliminate low-margin or slow-moving items, and increase the proportion of high-turnover and high-margin products to optimize the product portfolio.
iii. Expand diversified sources of supply, improve procurement terms and bargaining power, reduce purchase costs, and enhance transaction flexibility.
iv. Appropriately utilize hedging instruments (such as forward contracts) based on market conditions to manage the impact of price volatility on operations.

(2) Expanding Diverse Sales Markets and Product Offerings

i. Maintain existing customer relationships while actively expanding into international and regional markets, developing new customers and sales channels to increase overall transaction volume.
ii. In response to market demand, expand into various types of precious metals and related products to diversify the product portfolio and reduce reliance on a single commodity.
iii. Strengthen business development capabilities and customer service quality to increase transaction frequency and customer retention, thereby stabilizing revenue sources.

(3) Enhancing Financial Structure and Capital Utilization Efficiency

i. Strengthen fund allocation and liquidity management to improve capital turnover efficiency, support funding needs for precious metal transactions, and reduce financing costs.
ii. Conduct prudent reviews of operating and administrative expenses to improve efficiency and eliminate unnecessary costs.
iii. Plan diversified financing channels in response to operational needs and market conditions to enrich working capital, reduce reliance on bank borrowings, and optimize the overall financial structure.
iv. Achieve break-even and move toward stable profitability through increased transaction scale and improved turnover efficiency.

(4) Talent Development and Retention

Enhance the training and development of business and technical personnel, improve workforce quality through training, promote operational flexibility through mutual support, and ensure knowledge transfer to strengthen the Company’s overall capabilities.

Implementation and Monitoring Measures

Upon approval by the shareholders’ meeting, the implementation status and effectiveness of the Business Improvement Plan will be reported at the 2027 Annual General Meeting.

Appendix 3

Falcon Power Co., Ltd.
Articles of Incorporation (before Amendments)

Chapter 1 General Provisions

Article 1:
This company is organized in accordance with the Company Law and is named FALCON POWER CO., LTD.

Article 2
The business scope of this company is as follows:
(1) F401010 International trade.
(2) H701010 Residential and building development and leasing industry.
(3) H701020 Industrial factory development and leasing industry.
(4) F113010 Machinery wholesale industry.
(5) F113030 Precision instrument wholesale industry.
(6) F119010 Electronic material wholesale industry.
(7) F213080 Machinery and equipment retail industry.
(8) F213040 Precision instrument retail industry.
(9) F219010 Electronic material retail industry.
(10) IG03010 Energy technology services industry.
(11) ZZ99999 In addition to licensed businesses, other businesses not prohibited or restricted by laws and regulations may be conducted.

Article 3
The head office of this company is located in Taipei City, and branch offices or representative offices may be established at appropriate locations in accordance with the law.

Article 4
In the case of investments in other businesses, this company is not subject to the limitation of the total amount of investments as stipulated in the Company Law that the total amount of its investments shall not exceed forty percent of its paid-in capital. and the investment limit in mainland China shall be within the approved quota opened by the competent authority.

Article 5
Except under the following circumstances, the funds of this company shall not be lent to shareholders or any other person, and the amount of the loan shall not exceed the provisions of the company's fund lending operation procedures.
(1) There is business transaction between companies or sole proprietorships.
(2) There is a necessary short-term financing need between companies or sole proprietorships.

Article 6
This company may provide guarantees to external parties for business needs.

Chapter 2 Shares

Article 7
The total capital of this company is set at NT$ 300,000,000, divided into 30,000,000 shares, with a par value of NT$ 10 per share. The unissued shares may be issued in installments as deemed necessary by the board of directors based on the company's business needs.

Article 8
The shares of this company are registered shares, numbered, signed or sealed by the directors representing the company, and issued after being certified by a bank authorized to issue stock certificates in accordance with the law. The stock certificates shall contain the information specified in Article 162 of the Company Law.

Article 9
When new shares are issued by this company, the stock certificates may be printed collectively for the total number of shares issued in that issuance, and the issued shares may be exempted from printing stock certificates. The issuance of shares as mentioned above shall be registered or kept by a securities

central depository institution, and the consolidation and replacement of large-denomination securities may be carried out upon the request of a securities depository institution. The production and issuance of other securities shall be handled in accordance with relevant laws and regulations applying the provisions of the preceding paragraph.

Article 10
Shareholders of this company shall handle matters related to stock transfer, rights pledge, loss report, inheritance, gift, seal loss, change of seal or change of address, etc., in accordance with the "Guidelines for Handling Stock Affairs of Public Issuing Companies," unless otherwise provided by laws and securities regulations.

Article 11
The transfer of shares shall be suspended within sixty days before each annual general meeting of shareholders, within thirty days before each extraordinary general meeting of shareholders, or within five days before the record date for dividend distribution, profit allocation, or other benefits, as determined by the company's decision.

Chapter 3: Shareholders' Meeting

Article 12
The shareholders' meeting of the company shall consist of regular meetings and extraordinary meetings. The regular meeting shall be held once a year within six months after the end of each fiscal year, convened by the board of directors in accordance with the law. The extraordinary meeting shall be convened when necessary in accordance with the law.

The notice for convening the regular shareholders' meeting shall be given thirty days in advance, and the notice for convening the extraordinary shareholders' meeting shall be given fifteen days in advance, stating the date, venue, and purpose of the meeting to all shareholders.

The notice for convening the shareholders' meeting may be conducted electronically with the consent of the shareholders.

Article 13
In the event that a shareholder is unable to attend the shareholders' meeting due to reasons, the appointment of a proxy to attend the shareholders' meeting shall be handled in accordance with the "Rules for the Use of Proxy at Shareholders' Meetings of Publicly Listed Companies" issued by the competent authority, in addition to the provisions of Article 177 of the Company Law.

Article 14
The shareholders' meeting shall be convened by the board of directors, and the chairperson shall be appointed in accordance with the provisions of Article 208, Paragraph 3 of the Company Law. If the meeting is convened by a person other than the board of directors, the chairperson shall be the person who convenes the meeting. When there are two or more conveners, one person shall be elected as the chairperson.

Article 15
The meeting of the shareholders' meeting shall be conducted in accordance with the company's rules of procedure.

Article 15-1
Each shareholder of the company, unless otherwise provided by the Company Law, shall have one voting right per share.

Article 16
Unless otherwise provided by the Company Law or other relevant laws and regulations, the resolutions of the shareholders' meeting shall require the consent of shareholders representing more than half of the total issued shares present at the meeting, based on the majority of voting rights held by the attending shareholders.

Article 17
The decisions of the shareholders' meeting shall be recorded in minutes, which shall be signed or stamped by the chairperson. The minutes of the meeting shall be distributed to all shareholders within twenty days after the meeting. The minutes shall record the date, month, year, venue, name of the chairperson, method of decision-making, key points of the proceedings, and the results. The minutes

shall be permanently kept during the existence of the company. The shareholder attendance register and proxy authorization forms shall be kept for a minimum of one year. However, if a lawsuit is filed by shareholders in accordance with Article 189 of the Company Law, they shall be kept until the end of the litigation.

The production and distribution of the aforementioned minutes may be conducted electronically or by public announcement.

Chapter 4: Directors and Audit Committee

Article 18:

The board of directors of the company shall consist of seven to nine directors, who shall be elected from the candidate list by the shareholders' meeting. The term of office shall be three years, and re-election is allowed. The total number of shares held by all directors shall be determined in accordance with the standards set forth in the "Rules for the Calculation of the Percentage of Shares Held by Directors and Supervisors of Publicly Listed Companies and the Implementation of Auditing."

Article 18-1:

In accordance with Article 14-2 of the Securities and Exchange Act, among the directors' seats specified in the preceding article, the number of independent directors shall not be less than three and shall not be less than one-fifth of the total number of directors. The election of directors shall follow the nomination system under Article 192-1 of the Company Act, and the selection shall be made by the shareholders' meeting from the list of candidates. The acceptance procedure for nominations and related matters shall be handled in accordance with the relevant provisions of the Company Act and the Securities and Exchange Act. The election shall be conducted for both independent directors and non-independent directors, and the number of elected directors shall be calculated separately.

Article 19:

When the term of office of a director expires without being reelected, the director's tenure may be extended until the election of new directors. However, if the competent authority orders the company to hold an election within a specified period and the election is not held by the deadline, the director shall be automatically removed from office.

Due to the operational needs of the company, an audit committee shall be established in accordance with Article 14-4 of the Securities and Exchange Act. The audit committee shall consist of all independent directors, and the number of members shall not be less than three. The exercise of powers by the audit committee and other matters to be complied with shall be handled in accordance with the regulations of the competent authority.

Article 20:

The board of directors shall execute laws, regulations, the company's articles of incorporation, resolutions of the shareholders' meeting, and matters related to the company's business. If a director's actions in carrying out the business cause significant harm to the company or violate laws, regulations, or the articles of incorporation, the director may be removed at any time by a resolution of the shareholders' meeting, except for the obligation to compensate the company. Within 30 days from the date of the resolution, the independent directors shall bring a lawsuit against the directors on behalf of the company.

Article 21:

The board of directors shall have one chairman, who shall be appointed or dismissed by the approval of more than two-thirds of the directors present at a meeting with a quorum of more than half of the directors. The chairman of the board represents the shareholders' meeting and the board of directors internally and represents the company externally. The order of delegation for the chairman's leave of absence or inability to exercise the duties shall be handled in accordance with Article 208 of the Company Act.

Article 22:

The board of directors shall be convened by the chairman of the board, but the first meeting of each term shall be convened in accordance with the provisions of Article 203 of the Company Act.

The convening of the board of directors of the company shall state the reasons and notify each director seven days in advance. However, in case of urgent matters, the meeting may be convened at any time.

The convening of the board of directors of the company may be notified to each director in writing, electronically, or by fax.

Article 23:
The resolutions of the board of directors shall be adopted by a majority of the directors present, except as otherwise provided by the Company Act. The approval of more than half of the directors present shall be required for a resolution to be passed.

When a director has a personal interest in a matter discussed at the meeting, the director shall disclose the important details of the personal interest at the meeting.

Article 24:
Directors shall personally attend board meetings. If a director is on leave or unable to exercise their duties for valid reasons, they may appoint another director as a proxy by written authorization. The proxy authorization should be issued for each meeting, specifying the authorized scope of the meeting's agenda. Each proxy may be appointed by only one person.

Article 25:
The proceedings of the board meetings shall be recorded in minutes, signed or sealed by the chairman, and distributed to each director within twenty days after the meeting. The minutes of the meeting shall include a summary of the proceedings and their outcomes. The minutes should be kept together with the attendance register of the directors and the proxy appointment letters.

Article 26:
Independent directors have the authority to independently oversee the execution of the company's business. They may conduct investigations into the company's business and financial conditions at any time or request the board of directors and managers to provide reports. If independent directors violate laws, regulations, or the articles of incorporation or neglect their duties, resulting in damages to the company, they may be subject to legal action within thirty days from the date of the resolution by the shareholders' meeting, in addition to being liable for compensation to the company.

Article 26-1:
All directors of the company shall be covered by directors' liability insurance within the scope of their business duties during their term of office, in order to reduce and distribute the risks of damages among all directors, the company, and the shareholders. After the company purchases or renews directors' liability insurance, important details such as the insured amount, coverage, and premium rates of the insurance policy shall be included in the latest board of directors' report.

Article 27:
The remuneration of the chairman and directors shall be authorized by the board of directors, taking into account their level of involvement and contributions to the company's operations and referring to the customary level in the same industry.

Chapter 5: Managers

Article 28:
The company may appoint several managers in accordance with the regulations, and their appointment, dismissal, and remuneration shall be handled in accordance with Article 29 of the Company Act.

Chapter 6: Accounting

Article 29:
The company's fiscal year shall be from January 1st to December 31st of each year. At the end of each fiscal year, the board of directors shall prepare the following documents in accordance with the law for submission to the regular shareholders' meeting:

(1) Business report.
(2) Financial statements.
(3) Proposal for profit distribution or loss offset.

Article 30:
After the annual accounting, the net profits of the company shall be distributed in the following order:

(1) Payment of income tax in accordance with the law.
(2) Offset of previous years' losses
(3) Allocation of 10% as legal reserves.
(4) Provision or reversal of special surplus reserves as necessary.
(5) After deducting the above items, the remaining balance shall be proposed by the board of directors along with the accumulated profits of previous years for distribution, subject to the resolution of the shareholders' meeting.

Article 30-1:
Allocation of Profit

If the company generates profits during the fiscal year (referring to the profits before deducting employee remuneration and director remuneration), it shall allocate no less than 1.5% as employee remuneration and no more than 3% as director remuneration. However, if the company has accumulated losses, an amount should be reserved in advance for offsetting the losses.

The aforementioned employee remuneration may be provided in the form of stocks or cash, while the director remuneration can only be provided in cash.

The implementation of the preceding two paragraphs shall require a resolution passed by at least two-thirds of the directors present at the board meeting, with a majority of attending directors in agreement, and shall be reported to the shareholders' meeting.

Article 31:
Dividend Policy of the Company

The company's business and industry are still in the growth stage, and there are significant investment and business expansion plans in the future, which require substantial funds. In order to maintain dividend stability, the Board of Directors may propose a dividend distribution resolution of at least 50% of the distributable profit, taking into account the company's performance and financial situation. In principle, the cash dividend portion shall not be less than 20% of the proposed dividend, but considering the company's financial needs, the shareholders' meeting may, if necessary, pass a resolution to increase the distribution ratio of stock dividends or distribute all dividends in the form of stock dividends. However, if funds can be raised through other means or if the company's funds are sufficient, consideration may also be given to increasing cash dividends to avoid excessive dilution of earnings per share.

Chapter 7: Supplementary Provisions

Article 32:
The Company's Articles of Incorporation and Operating Rules shall be separately determined.

Article 33:
Matters not stipulated in these Articles shall be handled in accordance with the Company Law and other relevant laws and regulations.

Article 34:
These Articles were established on January 20th, 1986.
First amendment on February 5th, 1986.
Second amendment on July 5th, 1986.
Third and fourth amendments on September 6th, 1991.
Fifth amendment on September 7th, 1991.
Sixth amendment on July 21st, 1992.
Seventh amendment on August 5th, 1992.
Eighth amendment on December 30th, 1992.
Ninth amendment on June 30th, 1993.
Tenth amendment on June 15th, 1994.
Eleventh amendment on June 15th, 1995.
Twelfth amendment on May 28th, 1996.
Thirteenth amendment on June 11th, 1987.
Fourteenth amendment on March 3rd, 1998.
Fifteenth amendment on May 25th, 1999.

Sixteenth amendment on June 20th, 2000.
Seventeenth amendment on June 27th, 2002.
Eighteenth amendment on May 2nd, 2005.
Nineteenth amendment on June 14th, 2006.
Twentieth amendment on September 12th, 2006.
Twenty-first amendment on August 20th, 2008.
Twenty-second amendment on April 16th, 2010.
Twenty-third amendment on June 29th, 2010.
Twenty-fourth amendment on April 24th, 2012.
Twenty-fifth amendment on June 10th, 2013.
Twenty-sixth amendment on June 3rd, 2015.
Twenty-seventh amendment on June 15th, 2016.
Twenty-eighth amendment on June 5th, 2019.
Twenty-ninth amendment on June 3rd, 2020.
Thirtieth amendment on May 18th, 2021.
Thirty-first amendment on June 8th, 2022.
Thirty-second amendment on June 13th, 2025.

Falcon Power Co., Ltd.
(Company Chop)

Chairman: Xie, Ying-Yu
(Representative's Chop)

Appendix 4

Falcon Power Co., Ltd. The Rules for Election of Directors

Article 1:
The selection and appointment of directors of the company shall be conducted in accordance with the provisions of these Regulations, except where otherwise provided by laws or the Articles of Incorporation.

Article 2:
The selection and appointment of directors of the company shall consider the overall composition of the Board of Directors. The composition of the Board of Directors should be diverse, and appropriate diversity policies should be formulated based on the operation, business type, and development needs of the company. These policies should include, but are not limited to, the following two major aspects: Basic conditions and values: Gender, age, nationality, and culture.

Professional knowledge and skills: Professional background (such as law, accounting, industry, finance, marketing, or technology), professional skills, and industry experience.

Board members should generally possess the necessary knowledge, skills, and qualities required for performing their duties. The overall capabilities they should possess are as follows:

Operational judgment.
Accounting and financial analysis.
Management and leadership.
Crisis management.
Industry knowledge.
International market outlook.
Leadership skills.
Decision-making ability.

The seats of the directors should be occupied by more than half of the directors, and there should be no spousal or immediate family relations within the directors. The composition of the Board of Directors should be adjusted based on the results of performance evaluation.

Article 3:
The qualifications of independent directors of the company shall comply with the provisions of Article 2, Article 3, and Article 4 of the "Regulations Governing the Appointment and Follow-up Matters of Independent Directors of Public Companies." The selection and appointment of independent directors of the company shall comply with the provisions of Article 5, Article 6, Article 7, Article 8, and Article 9 of the "Regulations Governing the Appointment and Follow-up Matters of Independent Directors of Public Companies" and shall be carried out in accordance with Article 24 of the "Corporate Governance Principles for Listed and OTC Companies."

Article 4:
The election of directors of the company shall be conducted in accordance with the nomination system procedures specified in Article 192-1 of the Company Law. If a director is removed due to reasons, resulting in less than seven directors, the company shall conduct a supplementary election at the nearest shareholders' meeting. However, if the number of vacancies reaches one-third of the prescribed number of seats in the Articles of Incorporation, the company shall hold an extraordinary shareholders' meeting within 60 days from the date of the occurrence of the fact to conduct a supplementary election.

If the number of independent directors is insufficient according to subparagraph 1 of Article 14-2 of the Securities and Exchange Act, a supplementary election shall be held at the nearest shareholders' meeting. If all independent directors are removed, an extraordinary shareholders' meeting shall be convened within 60 days from the date of the occurrence of the fact to conduct a supplementary election.

Article 5:
In the election of directors of the company, the names of the voters may be represented by identification numbers printed on the ballots. The election of directors of the company shall adopt a cumulative voting system, whereby each share has the same number of votes as the number of directors to be elected and can concentrate the votes on one candidate or distribute the votes to elect multiple candidates. The votes for directors shall be counted separately for independent directors and non-independent directors.

Article 6:
The directors of the company shall be elected by the shareholders' meeting from the list of candidates, and according to the quotas specified in the company's Articles of Incorporation, the candidates who receive more votes representing the voting rights shall be elected as directors in order. In case two or more candidates have the same number of votes that are equal to or exceed the prescribed number of seats, the candidates with the same number of votes shall be decided by drawing lots, with the chairman drawing lots on behalf of absentees.

Article 7:
Before the start of the election, the chairman should appoint several inspectors and vote counters to perform their respective duties, but the inspectors should be shareholders themselves.

Article 8:
The Board of Directors should prepare the ballots and indicate the voting rights on them, which shall be distributed to the shareholders attending the shareholders' meeting. For the election of directors, the Board of Directors shall set up a ballot box, and the inspectors shall publicly verify it before the voting.

Article 9:
The voters must clearly indicate the name or account name of the candidate in the "Candidate" field of the ballot. However, when a corporate shareholder is a candidate, the "Candidate" field of the ballot should state the name of the corporation, and it may also state the name of the representative of that corporation. If there are multiple representatives, their names should be stated separately.

Article 10:
The following situations render the ballots invalid:
- Ballots not prepared by the convener of the meeting.
- Blank ballots placed in the ballot box.
- Illegible handwriting or alterations on the ballots.
- The name of the candidate filled in does not match the list of director candidates.
- Writing other text besides indicating the allocation of voting rights.

Article 11:
After the completion of voting, the votes shall be counted on the spot, and the chairman shall announce the results immediately, including the list of elected directors and their respective voting rights. The ballots for the above-mentioned election matters should be sealed and signed by the inspectors, properly kept, and retained for at least one year. However, if a lawsuit is filed by shareholders in accordance with Article 189 of the Company Law, they should be kept until the lawsuit is concluded.

Article 12:
Matters not provided for in these Regulations shall be handled in accordance with the Company Law, the company's Articles of Incorporation, and relevant laws and regulations.

Article 13:
These Regulations shall come into effect after being passed by the shareholders' meeting, and the same applies to any amendments.

Article 14:
These Regulations were established on July 21st, 1992.
- First amendment on June 15th, 1994.
- Second amendment on May 28th, 1996.
- Third amendment on June 27th, 2002.
- Fourth amendment on June 14th, 2006.
- Fifth amendment on June 13th, 2007.
- Sixth amendment on June 3rd, 2015.
- Seventh amendment on June 15th, 2016.
- Eighth amendment on May 18th, 2021.

Appendix 4

FALCON POWER CO., LTD.
Number of shares held by all directors (including independent directors)

Title	Name	Shares held as of April 27, 2026
		Shares	Ratio %
Director	Ting Yang Co., Ltd.	5,530,671	13.82
Chairman	FANG JASON KIN HOI (Ting Yang Co., Ltd. Legal Representative)
Director	Xie, Ying-Yu (Ting Yang Co., Ltd. Legal Representative)
Director	Tu, Chuan-Yi (Ting Yang Co., Ltd. Legal Representative)
Director	Chen, Yu-Lan (Ting Yang Co., Ltd. Legal Representative)
Director	SIT HON (Ting Yang Co., Ltd. Legal Representative)
Independent Director	Fang, Feng-Qi	0	0.00
Independent Director	Xu, Song-Bo	0	0.00
Independent Director	(Vacancy)	0	0.00
Independent Director	(Vacancy)	0	0.00
	Summary	5,530,671	13.82

Note:
1. The shareholding ratio in this table is based on the total number of issued shares of 40,008,195 shares as of the record date of the company's shareholders' general meeting on April 27, 2026.
2. The company replaces the position of supervisor with the Audit Committee, so the requirement for the minimum number of shares held by supervisors does not apply.
3. Pursuant to Article 2 of the Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies under Article 26, Paragraph 2 of the Securities and Exchange Act of Taiwan, the minimum number of shares to be held by all directors of the Company shall be 3,600,000 shares.

AI assistant

FALCON — Proxy Solicitation & Information Statement 2026

51842_rns_2026-05-22_cfb08501-921d-4d07-a4b3-0bc8bc336b96.pdf

FALCON

Handbook for the 2026 Annual Meeting of Shareholders

Table of Contents

Agenda of 2026 Annual Meeting of Shareholders

Reports

Report No. 1

Report No. 2

Report No. 3

Report No. 4

Proposals

Proposal No. 1 (Proposed by the Board of Directors)

Explanation:

Resolution:

Proposal No. 2 (Proposed by the Board of Directors)

Explanation:

Resolution:

Discussions

Discussion No. 1 (Proposed by the Board of Directors)

Explanation:

Resolution:

Discussion No. 2 (Proposed by the Board of Directors)

Explanation:

Election Matters

Election No. 1 (Proposed by the Board of Directors)

Explanation:

Results:

Other Matters

Others No. 1 (Proposed by the Board of Directors)

Explanation:

Resolution:

Extemporary Motions

Attachment 1

Revenue Recognition—Judgment of Principal and Agent

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

Auditors’ Responsibilities for the Audit of the Individual Financial Statements

(2) Feasibility and Necessity

3. Where Subscribers Are Strategic Investors

(1) Selection Method and Purpose

(2) Feasibility and Necessity

(2) Impact on Financial Position

(3) Impact on Shareholders’ Equity

(VI) Conclusion of Evaluation Opinion

III. Other Statements

Article 4

Article 5:

Article 6:

Article 6-1

Article 7:

Article 8:

Business Improvement Plan

Chapter 4: Directors and Audit Committee

Article 18:

Article 18-1:

Article 19:

Article 20:

Article 21:

Article 22:

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FALCON Proxy Solicitation & Information Statement 2026