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FitTech AGM Information 2026

May 12, 2026

52614_rns_2026-05-12_e7cd5da6-7bca-42aa-ba4a-dbd9ef907389.pdf

AGM Information

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Stock Code: 6706

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FitTech

FITTECH CO., LTD.

2026 Annual General Shareholders' Meeting Handbook

Time: June 12th, 2026

Venue: No. 8, Gongyequ 9th Rd., Xitun Dist., Taichung City, Taiwan (R.O.C.)


Table of Contents

I. Meeting Procedure ... 1
II. Meeting Agenda ... 2
1. Report Items ... 3
2. Matters for Ratification ... 4
3. Matters for Discussion ... 6
4. Extempore Motion ... 6
III. Attachment
1. 2025 Business Report ... 7
2. 2025 Audit Report of Independent Accountants and Financial Statements ... 10
3. 2025 Audit Committee’s Review Report ... 32
4. Comparison Table of the Articles Before and After the Amendment to the Articles of Incorporation ... 33
IV. Appendix
1. Articles of Incorporation (Before Amendments) ... 39
2. Rules of Procedure for Shareholders’ Meetings ... 44
3. Shareholding of All Directors ... 55


1

FITTECH CO., LTD.
2026 Annual General Shareholders' Meeting Procedures

  1. Report on Attendance of Shares
  2. Commencement of Meeting.
  3. Chairman’s Statement
  4. Report Items
  5. Matters for Ratification
  6. Matters for Discussion
  7. Extempore Motion
  8. Adjournment

FITTECH CO., LTD
2026 Annual General Shareholders' Meeting Agenda

Meeting Format: Physical Shareholders' Meeting
Time: 09:00 a.m. on Friday, June 12th, 2026
Venue: No. 8, Gongyequ 9th Rd., Xitun Dist., Taichung City, Taiwan (R.O.C.)
Attend: Report the number of shares represented and announce the meeting's commencement.

I. Chairman's Statement

II. Report Items
1. 2025 Business Report
2. 2025 Audit Committee’s Review Report of Financial Statements
3. Report on the Distribution of 2025 Employee Remuneration and Director Remuneration.

III. Matters for Ratification:
1. 2025 Business Report and Financial Statements
2. 2025 Deficit Compensation

IV. Matters for Discussion:
1. Amendments to Articles of Incorporation of the Company

V. Extempore motion

VI. Adjournment

2


I. Report Items:

Item 1
2025 Business Plans.
Explanation:
The 2025 Business Report, please refer to Attachment 1 (Page 7-9).

Item 2
2025 Audit Committee’s Review Report of Financial Statements
Explanation:
The 2025 Audit Committee’s Review Report, please refer to Attachment 3 (Page 32).

Item 3
Report on the Distribution of 2025 Employee Remuneration and Director Remuneration
Explanation:
1. According to Article 20 of the Articles of Incorporation: "In the event the Company generates profits for the fiscal year (where 'profits' refers to the pre-tax earnings before deduction of employee and director remuneration), allocations shall be made in accordance with the following provisions; however, if there are accumulated deficits, the amount necessary to offset such deficits shall be reserved in advance:
(1) An amount not less than 7.5% of the profits shall be allocated as employee remuneration, of which no less than 35% shall be distributed to grassroots employees.
(2) An amount not exceeding 5% of the profits may be allocated as director remuneration."
2. Pursuant to the aforementioned provisions of the Articles of Incorporation, as the Company recorded no profit after the 2025 closing, employee remuneration for 2025 will not be allocated.
3. Pursuant to the aforementioned provisions of the Articles of Incorporation, as the Company recorded no profit after the 2025 closing, director remuneration for 2025 will not be allocated.
4. The aforementioned non-allocation of employee and director remuneration was approved by the resolution of the Board of Directors on March 6, 2026.

II. Matters for Ratification

Matter 1 (Proposed by the Board)
2025 Business Report and Financial Statements.
Explanation:


  1. The business report and financial statements for the fiscal year 2025 of the Company, including the balance sheets, statement of comprehensive income, statement of changes in equity, and statement of cash flows, have been prepared and audited by independent auditors, Mr. Steven Hsieh and Ms. Daphne Lyu of Deloitte & Touche.

  2. The financial statements for the aforementioned fiscal year, along with the audit report prepared by Deloitte & Touche and signed by Mr. Steven Hsieh and Ms. Daphne Lyu, stating an unqualified opinion, please refer to Attachment 2 (Pages 10 to 31).

  3. Business report, please refer to Attachment 1 (Pages 7 to 9).

Resolution:

Matter 2. (Proposed by the Board)

2025 Deficit Compensation

Explanation:

Please refer to the Profit Distribution Table for the fiscal year 2025 as follows:


FITTFORCO, LTD.
大股東資信科技股份有限公司
DEFINIT COMPENSATION TABLE
December 31, 2025

Unit: NT$

Item Total
Net loss after-tax for 2025 (308,005,766)
Add: Gain on disposal of financial assets at fair value through other comprehensive income for the fiscal year 2025 1,652,343
Less: Provision for legal reserve (10%) -
Less: Provision for special reserve -
Deficit to be Offset for the Year Ended 2025 (306,353,423)
Add: Undistributed earnings at the beginning of the year 985,464,660
Cumulative distributable earnings as of the end of 2025
Distribution Item
Shareholders' cash dividends (NT$0 per share) -
Stock dividends (NT$0 per share) -
Undistributed earnings at the end of the year 679,111,237

Person in Charge:
Kai Rui Investment Co., Ltd.
Representative: Lai, Yun-Jin

Manager:
Xu, Qiu-Tian

Chief Accountant:
Xu, Jing-Xiang

Resolution:


6

III. Matters for Discussion

Matter 1 (Proposed by the Board)

Amendments to Articles of Incorporation of the Company

Explanation: 1. To align with the Company's practical operations and management needs, it is proposed to amend the "Articles of Incorporation".
2. The proposal involves the amendment of Article 20 of the Articles of Incorporation. For the comparison table of the original and amended provisions, please refer to Attachment 4 (Page 33).

Resolution:

IV. Extempore Motion.

V. Adjournment.


FITTECH CO., LTD.
Business Report
【Attachment 1】

Dear Shareholders,

On behalf of FITTECH CO., LTD., I extend my sincere gratitude to all shareholders for your longstanding support. Fiscal year 2025 marked a pivotal inaugural year for FitTech’s strategic transformation. We officially relocated to our newly completed operational headquarters, significantly enhancing management synergy and establishing a robust foundation for future expansion. In response to the evolution of global semiconductor processes and the surge in AI computing demand, the Company has officially positioned itself as a leader in "Silicon Photonics and Advanced Packaging Inspection Equipment". The following provides an overview of the Company’s four core business segments:

  1. Semiconductor and Advanced Packaging Equipment (Transformation Core): As the demand for AI high-speed transmission drives Silicon Photonics technology into commercialization, the Company has deeply cultivated the field of CPO (Co-Packaged Optics). Our developed "Silicon Photonics Component Bonder" and "High-Precision Probe Tester" have successfully passed verification by major U.S. and domestic manufacturers. Looking ahead to fiscal year 2026, as CPO technology transitions from the laboratory to the mass production stage, it is anticipated that advanced packaging equipment will become the most powerful growth engine for the Company.

  2. Laser Diode and Compound Semiconductor Equipment: FITTECH continues to deepen its testing layout in compound semiconductors, such as SiC, GaN, and high-power components. For key optical communication components like DFB (Distributed Feedback Laser) and EEL (Edge Emitting Laser), we provide high-precision automated solutions ranging from front-end R&D to back-end mass production. Driven by the demand for AI servers and autonomous driving transmission modules, the market share of related equipment is expected to rise further.

  3. LED and Micro LED Optoelectronic Equipment: Although Mini LED still faces structural challenges of capacity destocking, the Micro LED industry chain is gradually maturing, creating mass production opportunities in smartwatches and automotive displays. Integrating industry resources, the Company has invested in Micro LED chip testing, mass transfer, and repair solutions to help customers improve production efficiency and reduce costs. We will continue to maintain our technological leadership in the field of optoelectronic testing while awaiting industry recovery.

  4. Optoelectronic Testing and Sorting Outsourcing: Benefiting from the expanded adoption in high-end TV and automotive markets, the utilization rate of our outsourcing business has rebounded. The Company is actively pivoting toward high-value-added compound semiconductor component outsourcing, aiming to become Taiwan's largest DFB/EEL laser component testing and outsourcing factory. Through the bidirectional feedback between "Equipment R&D" and "Outsourcing Practice," we optimize process efficiency to create stable cash flow.

5.

Respectfully, the summary report on the operational results for 2025 and the business plan overview for 2026 is as follows:

I. 2025 Business Results

(1) Business Plan Implementation Results

Unit: NT$1,000

Item Year 2025 2024 Change (%)
Operating Revenue 896,279 927,875 -3.41
Operating Costs -759,649 -849,041 -10.53
Operating Margin 136,630 78,834 73.31

Operating Expenses -442,017 -594,839 -25.69
Operating Net Profit -303,034 -516,005 -41.27
Income from Continuing Operations before Income Tax -313,220 -313,372 -3.41
Net Income -308,006 -317,607 -10.53

(2) Financial Revenue and Expenditure and Analysis of Profitability

Year Item 2025 2024 Change (%)
Financial Structure Debt Ratio (%) 50.46 44.62 13.09
Ratio of Long-term Funds to Property, Plant and Equipment (%) 187.68 271.01 -30.75
Analysis of Profitability Return on Assets (%) -3.79 -4.29 -11.66
Return on Equity (%) -7.71 -8.17 -5.63
Ratio of Operating Profit to Actual Capital (%) Operating Income -38.58 -65.68 -41.26
Profit before Tax -39.88 -39.88 0
Net Profit Ratio (%) -34.36 -34.23 0.38
Earnings per Share (N$) Retrospective -3.92 -4.29 -8.62
After Retroactive -3.92 -4.29 -8.62

II. 2025 Business Plan Summary

Looking forward to 2026, FITTECH will be the new operating income and the new operating income index will depend on the company's financial resources. With the integration of production lines completed following the relocation to the new operational headquarters, and the emergence of management synergies, the Company will fully advance its high-end inspection equipment and outsourcing businesses, aiming to return to profitability within this fiscal year. The product direction plan for 2026 is as follows:

(1) Silicon Photonics (CPO) and Optical Communication Mass Production Solutions

With the demand for AI computing driving the "Optical Link, Copper Displacement" trend, fiscal year 2026 officially marks the inaugural year of CPO (Co-Packaged Optics) commercialization. The high-precision coupling and testing equipment developed by the Company for CPO silicon photonics components has passed verification by major domestic and international manufacturers. Meanwhile, our testing, scribing, and sorting equipment for DFB/EEL laser components will become the core support for the upgrade of high-speed data centers to 1.6T specifications.

(2) Compound Semiconductor and Power Component Equipment:

In response to the strong demand for Silicon Carbide (SiC) and Gallium Nitride (GaN) in the electric vehicle and Low Earth Orbit (LEO) satellite industries, the Company has successfully developed a three-in-one testing platform for high voltage, high current, and high power. In fiscal year 2026, we will further integrate AI-based Automated Optical Inspection (AOI) to provide customers with a complete measurement solution from wafer to component, thereby expanding our market share in the compound semiconductor field.

(3) Global Largest DFB/EEL Testing and Outsourcing Center:

Leveraging the advantages of our self-developed equipment, the Company has transformed into a "Virtual Factory" with economies of scale, aiming to become the world's largest DFB/EEL laser component testing and outsourcing factory. It is expected that the revenue contribution from the outsourcing business will increase significantly and become the primary pillar of stable annual profitability.


(4) Laser Micro-Precision Processing and Semiconductor Advanced Packaging:

We are committed to the application of laser processing technology in PCB and semiconductor advanced packaging (CoWoS/SoIC). The focus for fiscal year 2026 is the promotion of Procard cleaning equipment and laser drilling/cutting systems, combined with high-end optical tracking technology, to provide a micron-level precision processing environment that meets the increasingly stringent accuracy requirements of semiconductor manufacturing processes.

III. Future Development Strategies of the Company:

(1) Entering the AI supply chain and becoming a technological leader in Silicon Photonics (CPO) and high-speed optical communication inspection equipment.
(2) Deepening cultivation in compound semiconductors and providing comprehensive solutions for mass production testing of high-power components.
(3) Strengthening the layout of advanced packaging equipment and expanding the application of laser processing technology in semiconductor advanced manufacturing processes.
(4) Expanding the scale of outsourcing services and becoming the preferred choice globally for laser diode and compound semiconductor testing and outsourcing.
(5) Becoming a leading supplier for the "Testing, Transfer, and Repair" of Micro LED key manufacturing processes.

(6) Leveraging the integration synergies of the new headquarters and continuing complementary cooperation with leading global manufacturers to establish a high-end equipment manufacturing center.

IV. External Competitive External Environment, Regulatory Environment, and Overall Business Environment

The Company has always followed relevant domestic and international laws and regulations in our operations. Our company and overseas invested companies also collect information on changes in relevant policies and laws and consult with relevant professionals to provide references for management.

Many countries around the world have continued to maintain high interest rates to curb inflation, which has dampened consumer and investment sentiment. In addition, adverse factors such as the Ukraine-Russia conflict, which has constrained trade growth, continue to negatively impact global economic performance. Nevertheless, the wave of AI development has spurred the allocation of resources into areas such as the Internet of Things (IoT), smart healthcare, health technology, and electric vehicles.

The Company will continue to focus on compound semiconductor testing equipment and laser micro-processing equipment, expanding our footprint into the printed circuit board and semiconductor industries to ensure stable operations.

Finally, we express our sincere thanks to all shareholders for their unwavering support, enabling FITTECH to sustain its growth trajectory. We wish all shareholders good health and prosperity.

Person in Charge:
Kai Rui Investment Co., Ltd.
Representative: Lai, Yun-Jin

Manager:
Xu, Qiu-Tian

Chief Accountant:
Xu, Jing-Xiang


** These financial statements are translated from the traditional Chinese version and are unaudited by a CPA.

Independent Auditors' Report

To the Board of Directors of FITTECH CO., LTD.:

Opinion

We have audited the consolidated balance sheets of FITTECH CO., LTD. and its subsidiaries (“the Group”), which comprise the consolidated balance sheets as of December 31, 2025 and 2024, the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of FITTECH CO., LTD. and its subsidiaries as of December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards (“IFRS accounting standards”), International Accounting Standards (“IASs”), Interpretations developed by the International Financial Reporting Interpretations Committee (“IFRIC”) or the former Standing Interpretations Committee (“SIC”) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statement section of our report. We are independent of FITTECH CO., LTD. and its subsidiaries 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 the 2025 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

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The key audit matters in the audit report are as follows:

Authenticity of delivery of sales revenue

The Group is mainly engaged in R&D, production and sales of optics testing equipment and laser machining equipment and OEM optics testing. As materiality and the audit standards predetermine revenue recognition as significant risk, the authenticity of delivery of revenue recognition from specific customers is considered as the key audit matter. Please refer to Note 4 (15) for details of the accounting policies of the recognition of revenue.

How the matter was addressed in our audit:

  1. Understand and test the effectiveness of internal control system design and implementation of sales revenue.
  2. Select revenue samples from some major customers, and implement revenue items testing and check samples to the relevant transaction vouchers.

Other Matter

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

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

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

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

Those charged with governance (including members of the Audit Committee) are responsible for overseeing the Group's financial reporting process.

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

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered

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

As part of an audit in accordance with auditing standards, we exercise professional judgment and professional skepticism throughout the audit. We also:

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

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

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

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

Deloitte & Touche
CPA: Lyu, Yi-Zhen
Financial Supervisory Commission
Approved-certified No.: Jin-Guan-Certificate No. 1080321204
Date: March 13, 2026
CPA: Hsieh, Ming-Zhong
Financial Supervisory Commission
Approved-certified No.: Jin-Guan-Certificate
No. 1000028068

13


FITTECH CO., LTD. AND SUBSIDIARIES

Consolidated Balance Sheets

December 31, 2025 and 2024

(Expressed in Thousands of New Taiwan Dollars)

Code Assets December 31, 2025 December 31, 2024
Amount % Amount %
Current assets
1100 Cash and cash equivalents (Note 6) $ 1,332,362 17 $ 1,481,175 20
1110 Financial assets at fair value through profit or loss - current (Note 7) 74,186 1 74,857 1
1136 Financial assets at amortized cost-current (Note 9 and 35) 403,386 5 1,154,616 15
1150 Notes receivable (Note 10) 79,049 1 39,986 1
1170 Accounts receivable (Note 10, 25 and 34) 263,932 4 553,829 7
1200 Other receivables 10,432 - 16,731 -
1220 Current tax assets (Note 27) 16,155 - 11,545 -
130X Inventories (Note 11) 1,231,952 16 1,171,044 16
1410 Prepayments (Note 17 and 34) 257,365 4 229,837 3
1479 Other current assets (Note 17) 17,324 - 18,794 -
11XX Total current assets 3,686,143 48 4,752,414 63
Non-current assets
1510 Financial assets at fair value through profit or loss - non-current (Note 7) 19,496 - 700 -
1517 Financial assets at fair value through other comprehensive income - non-current (Note 8) 270,685 3 273,692 4
1540 Financial assets at amortized cost - non-current (Note 9 and 35) 50,728 1 - -
1550 Investments accounted for using equity method (Note 13) 57,451 1 75,251 1
1600 Property, plant and equipment (Note 14 and 35) 3,314,319 43 2,129,200 29
1755 Right-of-use assets (Note 15) 81,781 1 13,857 -
1805 Goodwill (Note 16) 5,700 - 8,608 -
1821 Other intangible assets 12,353 - 12,881 -
1840 Deferred tax assets (Note 27) 194,002 2 206,232 3
1900 Other non-current assets (Note 17) 49,345 1 20,165 -
15XX Total non-current assets 4,055,860 52 2,740,586 37
1XXX Total assets $ 7,742,003 100 $ 7,493,000 100
Code Liabilities and Equity
Current liabilities
2100 Short-term borrowings (Note 18) $ 80,000 1 $ 100,000 1
2110 Short-term bills payables (Note 18) 41,000 - - -
2130 Contract liabilities-current (Note 25 and 34) 612,237 8 766,387 10
2150 Notes payables (Note 20) - - 1,053 -
2170 Accounts payables (Note 20) 178,347 2 301,386 4
2200 Other payables (Note 21 and 34) 384,552 5 219,580 3
2230 Current tax liabilities (Note 27) - - 139 -
2250 Current provisions (Note 22) 1,754 - 1,655 -
2280 Lease liabilities - current (Note 15) 21,578 - 28,516 1
2320 Current portion of long-term liabilities (Note 18 and 35) 197,485 3 298,882 4
2399 Other current liabilities (Note 21) 4,883 - 5,055 -
21XX Total current liabilities 1,521,836 19 1,722,653 23
Non-current liabilities
2530 Bonds payable (Note 19) 481,130 6 471,047 6
2540 Long-term borrowings (Note 18 and 35) 1,801,980 23 1,080,560 15
2570 Deferred tax liabilities (Note 27) 31,940 1 57,685 1
2580 Lease liabilities-non-current (Note 15) 65,866 1 5,844 -
2600 Other non-current liabilities (Note 21) 3,560 - 5,231 -
25XX Total non-current liabilities 2,384,476 31 1,620,367 22
2XXX Total liabilities 3,906,312 50 3,343,020 45
Equity (Note 24)
Share capital
3110 Ordinary share 785,489 10 785,689 10
3200 Capital surplus 1,942,766 25 1,939,039 26
Retained earnings
3310 Legal reserve 369,487 5 369,487 5
3320 Special reserve - - - -
3350 Unappropriated retained earnings 679,111 9 985,465 13
3300 Total retained earnings 1,048,598 14 1,354,952 18
3400 Other equity interest 58,838 1 70,300 1
3XXX Total equity 3,835,691 50 4,149,980 55
Total liabilities and equity $ 7,742,003 100 $ 7,493,000 100

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

Chairman: Kairui Investment Co., Ltd.

Manager: Xu, Qiu-Tian

Accounting supervisor: Hsu, Jing-Hsiang

Representative: Lai, Yun-Jin


FITTECH CO., LTD. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars, Except Earnings Per Share)

Code 2025 2024
Amount % Amount %
Operating revenue (Note 25 and 34)
4100 Sales revenue $ 849,013 95 $ 898,352 97
4600 Service revenue 41,694 5 21,690 2
4800 Other operating revenue 5,572 - 7,833 1
4000 Total operating revenue 896,279 100 927,875 100
Operating costs (Note 11, 26 and 34)
5110 Cost of sales ( 754,315 ) ( 84 ) ( 843,071 ) ( 91 )
5600 Cost of services ( 5,334 ) ( 1 ) ( 3,204 ) -
5000 Total operating costs ( 759,649 ) ( 85 ) ( 846,275 ) ( 91 )
5900 Gross profit 136,630 15 81,600 9
5910 Unrealized gains on sales ( 413 ) - ( 4,666 ) ( 1 )
5920 Realized gains on sales 2,766 - 1,900 -
5950 Realized gross profit 138,983 15 78,834 8
Operating expenses (Note 26 and 34)
6100 Marketing expenses ( 74,858 ) ( 8 ) ( 93,899 ) ( 10 )
6200 Administrative expenses ( 144,900 ) ( 16 ) ( 140,565 ) ( 15 )
6300 R&D expenses ( 222,997 ) ( 25 ) ( 228,465 ) ( 25 )
6450 Expected credit impairment loss (reversal gain) 738 - ( 131,910 ) ( 14 )
6000 Total operating expenses ( 442,017 ) ( 49 ) ( 594,839 ) ( 64 )
6900 Net loss from operations ( 303,034 ) ( 34 ) ( 516,005 ) ( 56 )
Non-operating income and expenses (Note 26 and 30)
7100 Interest income 49,925 6 85,961 9
7010 Other income 27,380 3 13,660 1
7020 Other gains and losses ( 48,486 ) ( 5 ) 125,991 14
(Continued on the next page)

(Continued from the previous page)

Code 2025 2024
Amount % Amount %
7050 Finance costs ($ 24,417) ( 3 ) ($ 23,129) ( 2 )
7060 Share of associates income accounted for using equity method ( 14,588 ) ( 2 ) 150 -
7000 Total non-operating income and expenses ( 10,186 ) ( 1 ) 202,633 22
7900 Loss before tax ( 313,220 ) ( 35 ) ( 313,372 ) ( 34 )
7950 Income tax benefit (expense) (Note 27) 5,214 - ( 4,235 ) -
8200 Net loss ( 308,006 ) ( 35 ) ( 317,607 ) ( 34 )
Other comprehensive income (Note 27)
8310 Items that will not be reclassified to profit or loss
8316 Unrealized gains or losses on investments in equity instruments measured at fair value through other comprehensive income ( 12,711 ) ( 1 ) 56,171 6
8360 Items that may be reclassified subsequently to profit or loss
8361 Exchange differences on translation of the financial statements of foreign operations 678 - 2,758 -
8370 Share of associates other comprehensive income accounted for using equity method 580 - 669 -
8399 Income tax related to other items that may be reclassified to profit or loss ( 252 ) - ( 686 ) -
8300 Other comprehensive income for the year, net of income tax ( 11,705 ) ( 1 ) 58,912 6
8500 Total comprehensive income ($ 319,711 ) ( 36 ) ($ 258,695 ) ( 28 )
Losses per share (Note 28) From continuing operations
9710 Basic ($ 3.92 ) ($ 4.29 )
9810 Diluted ($ 3.92 ) ($ 4.29 )

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

Chairman: Kairui Investment Co., Ltd. Manager: Xu, Qiu-Tian Accounting supervisor: Hsu, Jing-Hsiang Representative: Lai, Yun-Jin


FITTECH CO., LTD. AND SUBSIDIARIES
Consolidated Statements of Changes in Equity
For the years ended December 31, 2025 and 2024

(Expressed in Thousands of New Taiwan Dollars)

Code Share capital Retained earnings Other equity interests Total equity
Shares(in thousands) Amount Capital surplus Legal reserve Special reserve Unappropriated earnings Exchange differences on translation of the financial statements of foreign operations Unrealized gains or losses on valuation of financial assets at fair value through other comprehensive income Unearned employee compensation
A1 Balance as of January 1, 2024 73,577 $ 735,769 $ 1,203,248 $ 369,487 $ 10,441 $ 1,274,820 ($ 2,323) $ 33,417 ($ 2,412)
E3 Cash capital increase 5,000 50,000 610,000 - - - - - 660,000
Appropriation and distribution of 2023 retained earnings(Note 24)
B3 Special reserve - - - - ( 10,441 ) 10,441 - - -
C5 Equity components recognized for issue of convertible bonds (Note 19) - - 95,450 - - - - - 95,450
C7 Changes in associates and joint ventures accounted for using equity method - - 3,881 - - - - - 3,881
Q1 Disposal of financial assets at fair value through other comprehensive income(Note 8) - - - - - 17,811 - ( 17,811 ) -
N1 Ordinary shares issued under employee stock options plan ( 8 ) ( 80 ) 26,459 - - - - 517 26,896
T1 Others - - 1 - - - - - 1
D1 Net loss - - - - - ( 317,607 ) - - ( 317,607 )
D3 Other comprehensive income - - - - - - 2,741 56,171 58,912
D5 Total comprehensive income - - - - - ( 317,607 ) 2,741 56,171 ( 258,695 )
Z1 Balance as of December 31, 2024 78,569 785,689 1,939,039 369,487 - 985,465 418 71,777 ( 1,895 )
C17 Other changes in capital surplus - - 136 - - - - - 136
Q1 Disposal of financial assets at fair value through other comprehensive income(Note 8) - - - - - 1,652 - ( 1,652 ) -
N1 Ordinary shares issued under employee stock options plan ( 20 ) ( 200 ) 3,591 - - - - 1,895 5,286
D1 Net loss - - - - - ( 308,006 ) - - ( 308,006 )
D3 Other comprehensive income - - - - - - 1,006 ( 12,711 ) ( 11,705 )
D5 Total comprehensive income - - - - - ( 308,006 ) 1,006 ( 12,711 ) ( 319,711 )
Z1 Balance as of December 31, 2025 78,549 $ 785,489 $ 1,942,766 $ 369,487 $ - $ 679,111 $ 1,424 $ 57,414 $ -

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

Chairman: Xu, Qiu-Tian

Representative: Lai, Yun-Jin

Manager: Xu, Qiu-Tian

Accounting supervisor: Hsu, Jing-Hsiang


FITTECH CO., LTD. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)

Code Cash flows from operating activities 2025 2024
A00010 Loss before tax from continuing operations ($ 313,220) ($ 313,372)
A20010 Adjustments to reconcile profit/(loss)
A20100 Depreciation expense 155,354 169,179
A20200 Amortization expense 6,418 4,934
A20300 Expected credit impairment loss (reversal gain) ( 738) 131,910
A20400 Net profit of financial assets and liabilities measured at fair value through profit or loss 5,474 ( 2,655)
A20900 Finance costs 24,417 23,129
A21200 Interest income ( 49,925) ( 85,961)
A21300 Dividend revenue ( 10,214) ( 7,749)
A21900 Compensation costs of share-based payments 5,286 26,896
A22300 Share of associates income accounted for using equity method 14,588 ( 150)
A22500 Gain on disposal of property, plant and equipment ( 19,675) ( 4,968)
A22900 Gain on lease modification ( 15) ( 808)
A23500 Loss on impairment of investments accounted for using equity method 6,145 -
A23700 Loss on inventory valuation and obsolescence (reversal gain) ( 17,977) 94,058
A23900 Unrealized losses on sales among associates 413 4,666
A24000 Realized gains on sales among associates ( 2,766) ( 1,900)
A29900 Loss on impairment of goodwill 2,908 -
A30000 Changes in operating assets and liabilities
A31130 Notes receivable ( 39,063) ( 19,320)
A31150 Accounts receivable 290,635 ( 246,708)
A31180 Other receivables ( 902) 732
A31200 Inventories ( 57,220) ( 317,450)
A31230 Prepayments ( 13,632) ( 83,787)
A31240 Other current assets ( 12,426) ( 3,543)
A32125 Contract liabilities ( 154,150) 179,753
A32130 Notes payable ( 1,053) 486
A32150 Accounts payable ( 123,039) 254,360

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Code 2025 2024
A32180 Other payables ($ 15,236) ($ 57,304)
A32200 Provisions ( 7,495) ( 917)
A32230 Other current liabilities ( 172) ( 53)
A32250 Other non-current liabilities ( 1,671) 3,714
A33000 Cash generated from operations ( 328,951) ( 252,828)
A33300 Interest paid ( 13,953) ( 21,006)
A33500 Income taxes paid ( 13,302) ( 16,779)
AAAA Net cash used in operating activities ( 356,206) ( 290,613)
Cash flows from investing activities
B00010 Acquisition of financial assets at fair value through other comprehensive income ( 29,751) ( 93,866)
B00020 Disposal of financial assets at fair value through other comprehensive income 17,479 34,877
B00030 Refund of payment for shares from capital reduction of financial assets at fair value through other comprehensive income 2,568 -
B00040 Disposal of financial assets at amortized cost ( 50,750) ( 183,374)
B00050 Disposal of financial assets at amortized cost 751,230 -
B00100 Acquisition of financial assets at fair value through profit or loss ( 28,631) ( 3,658)
B00200 Disposal of financial assets at fair value through profit or loss 5,032 3,014
B02700 Acquisition of property, plant and equipment ( 1,136,862) ( 568,966)
B02800 Proceeds from disposal of property, plant and equipment 48,808 17,136
B03700 Increase in guaranteed deposits paid ( 29,773) ( 225)
B04500 Acquisition of intangible assets ( 4,523) ( 12,037)
B06700 Increase in other non-current assets ( 4,170) ( 120)
B07100 Increase in prepayments for equipment ( 4,182) ( 17,620)
B07500 Interest received 57,148 98,603
B07600 Dividend received 10,214 7,749
BBBB Net cash generated from (used in) investing activities ( 396,163) ( 718,487)
Cash flows from financing activities
C00100 Increase in short-term borrowings - 100,000
C00200 Decrease in short-term borrowings ( 20,000) -
C00600 Increase in short-term bills payables 41,000 -
C01200 Issue of corporate bonds - 563,569
C01300 Repayment of corporate bonds - ( 279,270)
C01600 Proceeds from long-term borrowings 918,840 620,160

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Code 2025 2024

C01700 Repayments of long-term borrowings ($ 298,707) ($ 725,187)
C04020 Repayments of lease liabilities ( 38,683) ( 48,741)
C04600 Cash capital increase - 660,000
C09900 Other financing activities 136 1
CCCC Net cash generated from financing activities 602,586 890,532
DDDD Effect of exchange rate changes on cash and cash equivalents 970 2,446
EEEE Net decrease in cash and cash equivalents ( 148,813) ( 116,122)
E00100 Cash and cash equivalents at the beginning of year 1,481,175 1,597,297
E00200 Cash and cash equivalents at the end of year $ 1,332,362 $ 1,481,175

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

Chairman: Kairui Investment Co., Ltd. Manager: Xu, Qiu-Tian Accounting supervisor: Hsu, Jing-Hsiang Representative: Lai, Yun-Jin


** These financial statements are translated from the traditional Chinese version and are unaudited by a CPA.

Independent Auditors' Report

To the Board of Directors of FITTECH CO., LTD.:

Opinion

We have audited the accompanying parent company only balance sheets of FITTECH CO., LTD. (the "Company") as of December 31,2025 and 2024, and the parent company only statements of comprehensive income, changes in equity and cash flows for the years ended, and the notes to the parent company only financial statements, (including a summary of significant accounting policies). In our opinion, the parent company only financial statements referred to above present fairly, in all material respects, the financial position of the parent company as of December 31, 2025 and 2024, and its financial performance and cash flows year ended December 31, 2025 and 2024 in accordance with requirements of the Regulations Governing the Preparations of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of FITTECH CO., LTD. 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 the 2025 parent company only financial statements. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

The key audit matters in the audit report are as follows:

Revenue recognition

The Company is mainly engaged in R&D, production and sales of optics testing equipment and laser machining equipment and OEM optics testing. As materiality and the audit standards predetermine revenue recognition as significant risk, the authenticity of delivery of revenue recognition from

21


specific customers is considered as the key audit matter. Please refer to Note 4(14) for details of the accounting policies of the recognition of revenue.

How the matter was addressed in our audit:

  1. Understand and test the effectiveness of internal control system design and implementation of sales revenue.
  2. Select revenue samples from some major customers, and implement revenue items testing and check samples to the relevant transaction vouchers.

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

Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.

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

Those charged with governance (including members of the Audit Committee) are responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Parent Company Only Financial Statements

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

As part of an audit in accordance with auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  1. Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher

22


than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  1. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.

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

  3. Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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

  5. Obtain sufficient appropriate audit evidence regarding the financial information of the investment in other entities accounted for using the equity method to express an opinion on these financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

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

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

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

23


interest benefits of such communication.

Deloitte & Touche
CPA: Lyu, Yi-Zhen
CPA: Hsieh, Ming-Zhong

Financial Supervisory Commission
Approved-certified No.: Jin-Guan-Certificate No. 1080321204
Financial Supervisory Commission
Approved-certified No.: Jin-Guan-Certificate No. 1000028068

Date: March 13, 2026

24


FITTECH CO., LTD.

Parent Company Only Balance Sheets

December 31, 2025 and 2024

(Expressed in Thousands of New Taiwan Dollars)

Code Assets December 31, 2025 December 31, 2024
Amount % Amount %
Current assets
1100 Cash and cash equivalents (Note 6) $ 1,307,584 17 $ 1,431,776 19
1110 Financial assets at fair value through profit or loss - current (Note 7) 74,186 1 74,857 1
1136 Financial assets at amortized cost - current (Note 9 and 33) 403,386 5 1,154,616 16
1150 Notes receivable (Note 10) 14,324 - 24,740 -
1170 Accounts receivable (Note 10, 24 and 32) 253,162 3 568,241 8
1200 Other receivables (Note 32) 49,387 1 18,571 -
1220 Current tax assets (Note 26) 15,641 - 11,545 -
130X Inventories (Note 11) 1,218,254 16 1,153,242 16
1410 Prepayments (Note 16 and 32) 256,599 4 229,385 3
1479 Other current assets (Note 16) 16,606 - 15,116 -
11XX Total current assets 3,609,129 47 4,682,089 63
Non-current assets
1510 Financial assets at fair value through profit or loss - non-current (Note 7) 19,496 - 700 -
1517 Financial assets at fair value through other comprehensive income - non-current (Note 8) 270,685 3 273,692 4
1535 Financial assets at amortized cost -non-current (Note 9 and 33) 50,728 1 - -
1550 Investments accounted for using equity method (Note 12) 140,315 2 160,637 2
1600 Property, plant and equipment (Note 13 and 32) 3,252,652 42 2,044,578 28
1755 Right-of-use assets (Note 14) 81,781 1 13,857 -
1805 Goodwill (Note 4 and 15) 5,700 - 5,700 -
1821 Other intangible assets 12,146 - 12,881 -
1840 Deferred tax assets (Note 26) 194,002 3 206,232 3
1900 Other non-current assets (Note 16) 48,986 1 19,798 -
15XX Total non-current assets 4,076,491 53 2,738,075 37
1XXX Total assets $ 7,685,620 100 $ 7,420,164 100
Code Liabilities and Equity
Current liabilities
2100 Short-term borrowings (Note 17) $ 80,000 1 $ 100,000 1
2110 Short-term bills payables (Note 17) 41,000 1 - -
2130 Contract liabilities - current (Note 24) 608,190 8 766,367 10
2150 Notes payable (Note 19) - - 1,053 -
2170 Accounts payable (Note 19 and 32) 176,751 2 290,093 4
2200 Other payables (Note 20) 355,264 5 186,869 3
2230 Current tax liabilities (Note 26) 155 - 131 -
2250 Current provisions (Note 21) 1,754 - 1,655 -
2280 Lease liabilities - current (Note 14) 21,578 - 28,516 -
2320 Current portion of long-term liabilities (Note 17, 18 and 33) 192,064 2 293,482 4
2399 Other current liabilities (Note 20) 3,083 - 3,081 -
21XX Total current liabilities 1,479,839 19 1,671,247 22
Non-current liabilities
2530 Bonds payable (Note 18) 481,130 6 471,047 7
2540 Long-term borrowings (Note 17 and 33) 1,791,138 23 1,064,361 14
2570 Deferred tax liabilities (Note 26) 31,940 1 57,685 1
2580 Lease liabilities - non-current (Note 14) 65,866 1 5,844 -
2600 Other non-current liabilities (Note 20) 16 - - -
25XX Total non-current liabilities 2,370,090 31 1,598,937 22
2XXX Total liabilities 3,849,929 50 3,270,184 44
Equity (Note 23)
3110 Ordinary share 785,489 10 785,689 11
3200 Capital surplus 1,942,766 25 1,939,039 26
Retained earnings
3310 Legal reserve 369,487 5 369,487 5
3320 Special reserve - - - -
3350 Unappropriated retained earnings 679,111 9 985,465 13
3300 Total retained earnings 1,048,598 14 1,354,952 18
3400 Other equity interest 58,838 1 70,300 1
3XXX Total equity 3,835,691 50 4,149,980 56
Total liabilities and equity $ 7,685,620 100 $ 7,420,164 100

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

Chairman: Kairui Investment Co., Ltd.

Manager: Xu, Qiu-Tian

Accounting supervisor: Hsu, Jing-Hsiang

Representative: Lai, Yun-Jin


FITTECH CO., LTD.
Parent Company Only Statements of Comprehensive Income
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars, Except Earnings Per Share)

Code 2025 2024
Amount % Amount %
Operating revenue(Note 24 and 31)
4100 Sales revenue $ 745,919 94 $ 787,179 97
4600 Service revenue 49,392 6 21,802 3
4800 Other operating revenue 3,033 - 2,213 -
4000 Total operating revenue 798,344 100 811,194 100
Operating costs(Note 11 and 25)
5110 Cost of sales ( 696,082 ) ( 87 ) ( 785,946 ) ( 97 )
5600 Cost of services ( 5,334 ) ( 1 ) ( 3,204 ) -
5000 Total operating costs ( 701,416 ) ( 88 ) ( 789,150 ) ( 97 )
5900 Gross profit 96,928 12 22,044 3
5910 Unrealized profits of subsidiaries and associates ( 12,598 ) ( 2 ) ( 7,555 ) ( 1 )
5920 Realized profits of subsidiaries and associates 7,404 1 5,930 1
5950 Realized gross profit 91,734 11 20,419 3
Operating expenses(Note 25 and 31)
6100 Marketing expenses ( 48,562 ) ( 6 ) ( 65,066 ) ( 8 )
6200 Administrative expenses ( 129,843 ) ( 16 ) ( 123,736 ) ( 15 )
6300 R&D expenses ( 222,997 ) ( 28 ) ( 228,465 ) ( 28 )
6450 Expected credit impairment gain (loss) 738 - ( 131,910 ) ( 17 )
6000 Total operating expenses ( 400,664 ) ( 50 ) ( 549,177 ) ( 68 )
6900 Net loss from operations ( 308,930 ) ( 39 ) ( 528,758 ) ( 65 )
Non-operating income and expenses(Note 25 and 31)
7100 Interest income 49,513 6 85,343 10
7010 Other income 26,199 4 12,964 2
7020 Net income from operations ( 46,863 ) ( 6 ) 127,479 16

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Code 2025 2024
Amount % Amount %
7050 Finance costs ($ 23,850) ( 3 ) ($ 21,833) ( 3 )
7070 Share of subsidiaries and associate's income accounted for using equity method ( 9,341 ) ( 1 ) 18,765 2
7000 Total non-operating income and expenses ( 4,342 ) - 222,718 27
7900 Loss before tax ( 313,272 ) ( 39 ) ( 306,040 ) ( 38 )
7950 Income tax benefit (expense)(Note 26) 5,266 - ( 11,567 ) ( 1 )
8200 Net loss ( 308,006 ) ( 39 ) ( 317,607 ) ( 39 )
8310 Other comprehensive income
8316 Items that will not be reclassified to profit or loss
8316 Unrealized gains or losses on investments in equity instruments measured at fair value through other comprehensive income ( 12,711 ) ( 1 ) 56,171 7
8360 Items that may be reclassified subsequently to profit or loss
8361 Exchange differences on translation of the financial statements of foreign operations 678 - 2,758 -
8370 Share of associates other comprehensive income accounted for using equity method 580 - 669 -
8399 Income tax related to other items that may be reclassified to profit or loss(Note 26) ( 252 ) - ( 686 ) -
8300 Other comprehensive income for the year, net of income tax ( 11,705 ) ( 1 ) 58,912 7
8500 Total comprehensive income ($ 319,711 ) ( 40 ) ($ 258,695 ) ( 32 )
Losses per share(Note 27) From continuing operations
9710 Basic ($ 3.92 ) ($ 4.29 )
9810 Diluted ($ 3.92 ) ($ 4.29 )

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

Chairman: Kairui Investment Co., Ltd. Manager: Xu, Qiu-Tian Accounting supervisor: Hsu, Jing-Hsiang

Representative: Lai, Yun-Jin


FITTECH CO., LTD.

Parent Company Only Statements of Changes in Equity

For the years ended December 31, 2025 and 2024

(Expressed in Thousands of New Taiwan Dollars)

Code Share capital Retained earnings Other equity interests Total equity
Shares(in thousands) Amount Capital surplus Legal reserve Special reserve Unappropriated earnings Exchange differences on translation of the financial statements of foreign operations Unrealized gains or losses on valuation of financial assets at fair value through other comprehensive income Unearned employee compensation
A1 Balance as of January 1, 2024 73,577 $ 735,769 $ 1,203,248 $ 369,487 $ 10,441 $ 1,274,820 ($ 2,323) $ 33,417 ($ 2,412) $ 3,622,447
E3 Cash capital increase 5,000 50,000 610,000 - - - - - - 660,000
Appropriation and distribution of 2023 retained earnings(Note 23)
B3 Special reserve - - - - ( 10,441 ) 10,441 - - - -
Other changes in capital surplus:
C5 Equity components recognized for issue of convertible bonds (Note 18) - - 95,450 - - - - - - 95,450
C7 Changes in associates and joint ventures accounted for using equity method - - 3,881 - - - - - - 3,881
Q1 Disposal of financial assets at fair value through other comprehensive income(Note 8) - - - - - 17,811 - ( 17,811 ) - -
N1 Ordinary shares issued under employee stock options plan ( 8 ) ( 80 ) 26,459 - - - - - 517 26,896
T1 Others - - 1 - - - - - - 1
D1 Net loss - - - - - ( 317,607 ) - - - ( 317,607 )
D3 Other comprehensive income - - - - - - 2,741 56,171 - 58,912
D5 Total comprehensive income - - - - - ( 317,607 ) 2,741 56,171 - ( 258,695 )
Z1 Balance as of December 31, 2024 78,569 785,689 1,939,039 369,487 - 985,465 418 71,777 ( 1,895 ) 4,149,980
C17 Other changes in capital surplus - - 136 - - - - - - 136
Q1 Disposal of financial assets at fair value through other comprehensive income(Note 8) - - - - - 1,652 - ( 1,652 ) - -
N1 Ordinary shares issued under employee stock options plan ( 20 ) ( 200 ) 3,591 - - - - - 1,895 5,286
D1 Net loss - - - - - ( 308,006 ) - - - ( 308,006 )
D3 Other comprehensive income - - - - - - 1,006 ( 12,711 ) - ( 11,705 )
D5 Total comprehensive income - - - - - ( 308,006 ) 1,006 ( 12,711 ) - ( 319,711 )
Z1 Balance as of December 31, 2025 78,549 $ 785,489 $ 1,942,766 $ 369,487 $ - $ 679,111 $ 1,424 $ 57,414 $ - $ 3,835,691

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

Chairman: Xu, Qiu-Tian

Representative: Lai, Yun-Jin

Manager: Xu, Qiu-Tian

Accounting supervisor: Hsu, Jing-Hsiang


FITTECH CO., LTD.

Parent Company Only Statements of Cash Flows

For the years ended December 31, 2025 and 2024

(Expressed in Thousands of New Taiwan Dollars)

Code 2025 2024
Cash flows from operating activities
A00010 Loss before tax from continuing operations ($ 313,272) ($ 306,040)
A20010 Adjustments to reconcile profit (loss)
A20100 Depreciation expense 136,567 150,271
A20200 Amortization expense 6,356 4,934
A20300 Expected credit impairment loss (reversal gain) ( 738) 131,910
A20400 Net profit of financial assets and liabilities measured at fair value through profit or loss 5,474 ( 2,655)
A20900 Finance costs 23,850 21,833
A21200 Interest income ( 49,513) ( 85,344)
A29900 Other revenue ( 2,008) ( 2,851)
A21300 Dividend revenue ( 10,214) ( 7,749)
A21900 Compensation costs of share-based payments 5,286 26,896
A22300 Share of associates income accounted for using equity method 9,341 ( 18,765)
A22500 Gain on disposal of property, plant and equipment ( 18,725) ( 5,653)
A22900 Gain on lease modification ( 15) ( 808)
A23700 Loss on inventory valuation and obsolescence (reversal gain) ( 17,977) 94,017
A23500 Loss on impairment of investments accounted for using equity method 9,053 -
A23900 Unrealized profits of subsidiaries and associates 12,598 7,555
A24000 Realized profits of subsidiaries and associates ( 7,404) ( 5,930)
A30000 Changes in operating assets and liabilities
A31130 Notes receivable 10,416 ( 19,850)
A31150 Accounts receivable 315,817 ( 233,725)
A31180 Other receivables ( 38,278) ( 2,684)
A31200 Inventories ( 61,324) ( 303,344)
A31230 Prepayments ( 27,214) ( 85,516)
A31240 Other current assets ( 1,652) 125
A32125 Contract liabilities ( 158,177) 179,977

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Code 2025 2024
A32130 Notes payable ($ 1,053) $ 486
A32150 Accounts payable ( 113,342) 245,681
A32180 Other payables 883 ( 43,155)
A32200 Provisions ( 7,495) ( 917)
A32230 Other current liabilities 2 ( 1,228)
A33000 Cash generated from operations ( 292,758) ( 262,529)
A33300 Interest paid ( 26,082) ( 38,902)
A33500 Income taxes paid ( 12,573) ( 16,323)
AAAA Net cash generated used in operating activities ( 331,413) ( 317,754)
Cash flows from investing activities
B00010 Acquisition of financial assets at fair value through other comprehensive income ( 29,751) ( 93,866)
B00020 Disposal of financial assets at fair value through other comprehensive income 17,479 34,877
B00030 Refund of payment for shares from capital reduction of financial assets at fair value through other comprehensive income 2,568 -
B00040 Acquisition of financial assets at amortized cost ( 50,750) ( 183,374)
B00050 Disposal of financial assets at amortized cost 751,230 -
B00100 Acquisition of financial assets at fair value through profit or loss ( 28,631) ( 3,658)
B00200 Disposal of financial assets at fair value through profit or loss 5,032 3,014
B02700 Acquisition of property, plant and equipment ( 1,136,569) ( 558,941)
B02800 Proceeds from disposal of property, plant and equipment 43,800 18,687
B03700 Increase in guaranteed deposits paid ( 29,781) ( 245)
B04500 Acquisition of intangible assets ( 4,253) ( 12,037)
B06700 Increase in other non-current assets ( 4,172) ( 88)
B07100 Increase in prepayments for equipment ( 4,182) ( 17,620)
B07500 Interest received 57,159 98,483
B07600 Another dividend received 10,214 7,749
BBBB Net cash used in investing activities ( 400,607) ( 707,019)
Cash flows from financing activities
C00100 Increase in short-term borrowings - 100,000
C00200 Decrease in short-term borrowings ( 20,000) -
C00500 Increase in short-term bills payables 41,000 -
C01200 Issue of corporate bonds - 563,569
C01300 Repayment of corporate bonds - ( 279,270)

(Continued on the next page)


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Code 2025 2024
C01600 Proceeds from long-term borrowings $ 918,840 $ 620,160
C01700 Repayments of long-term borrowings ( 293,481 ) ( 695,832 )
C03000 Increase in guaranteed deposits received 16 -
C04020 Repayments of lease liabilities ( 38,683 ) ( 48,741 )
C04600 Cash capital increase - 660,000
C09900 Other financing activities 136 1
CCCC Net cash generated from financing activities 607,828 919,887
EEEE Net decrease in cash and cash equivalents ( 124,192 ) ( 104,886 )
E00100 Cash and cash equivalents at the beginning of year 1,431,776 1,536,662
E00200 Cash and cash equivalents at the end of year $ 1,307,584 $ 1,431,776

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

Chairman: Kairui Investment Co., Ltd.
Manager: Xu, Qiu-Tian
Accounting supervisor: Hsu, Jing-Hsiang
Representative: Lai, Yun-Jin

31


【Attachment 3】

FITTECH CO., LTD

AUDIT COMMITTEE'S REVIEW REPORT

To: Shareholders’ Annual General Meeting for Year 2026, FITTECH CO., LTD.

The Board of Directors hereby presents the 2025 Business Report, Financial Statements (including both the Consolidated and Separate Financial Statements), and the Proposal for Deficit Compensation of the Company. The Financial Statements have been audited by Deloitte & Touche, Certified Public Accountants, with Mr. Steven Hsieh and Ms. Daphne Lyu serving as the lead auditors. Upon completion of their audits, they issued audit reports with unqualified opinions. The aforementioned Business Report, Financial Statements, and Proposal for Deficit Compensation have been reviewed and verified by the Audit Committee, with no discrepancies found. This report is hereby respectfully submitted in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.

FITTECH CO., LTD
The Audit Committee, Chairman:
Mr. Xin-Wu Lin
March 6, 2026

  • 32 -

FITTECH CO., LTD.

[Attachment 4]

Comparison Table

Articles of Incorporation

Articles Before Amendment After Amendment Explanation
Article 20. In the event the Company generates profits for the fiscal year (where "profits" refers to the pre-tax earnings before deduction of employee and director remuneration), allocations shall be made in accordance with the following provisions; however, if there are accumulated deficits, the amount necessary to offset such deficits shall be reserved in advance.
An amount not less than 7.5% of the profits shall be allocated as employee remuneration, of which no less than 35% shall be distributed to grassroots employees.
An amount not exceeding 5% of the profits may be allocated as director remuneration.
The foregoing allocation plan shall be resolved by the Board of Directors and subsequently reported to the shareholders' meeting.
Regarding employee's remuneration, it may be distributed in the form of stocks or cash. The recipients of such distribution may include employees of affiliated or subsidiary companies who meet certain criteria, the details of which are authorized by the Board of Directors. In the event the Company generates profits for the fiscal year (which refers to the pre-tax earnings before deduction of employee and director remuneration), allocations shall be made in accordance with the following provisions; however, if there are accumulated deficits, the amount necessary to offset such deficits shall be reserved in advance:
1. Employee Remuneration: Not less than 7.5%, of which the proportion allocated to grassroots employees shall not be less than 35%.
2. Director Remuneration: Not exceeding 5%.
The aforementioned employee remuneration may be distributed in the form of stocks or cash. The recipients of such distribution may include employees of affiliated or subsidiary companies who meet certain criteria, the details of which are authorized by the Board of Directors.
The allocation plans described in Paragraphs 1 and 2 shall be resolved by the Board of Directors with a quorum of at least two-thirds of the directors and approval from a majority of the attending directors, and subsequently reported to the shareholders' meeting. 1. In accordance with Article 235-1 of the Company Act, the approval threshold for Board resolutions regarding the distribution of remuneration is explicitly stipulated.
2. Amended to align with current operational procedures.
Article 20-1 If the Company has a surplus in its annual settlement, it shall be distributed in the following order after payment of taxes and dues in accordance with the law:
Making up for the accumulated losses of previous years.
Setting aside 10% as the legal reserve until it reaches the actual paid-in capital If there is a surplus after the annual closing of the Company, it shall be distributed in the following order after paying all taxes and offsetting accumulated deficits from previous years:
Setting aside 10% as the legal reserve; however, this shall not apply when the 1. The order of appropriation is itemized to align with the standard Articles of Incorporation template currently

Articles Before Amendment After Amendment Explanation
of the Company, after which it may not be set aside anymore.

Setting aside or reversing special reserves in accordance with laws and regulations.

If there are still unappropriated earnings, the Board of Directors will draft a proposal for profit distribution and submit it to the Shareholders' Meeting for resolution to distribute shareholder dividends along with accumulated unappropriated earnings.

In accordance with the Company Act, the Board of Directors is authorized to distribute dividends, capital reserve, or legal reserve in whole or in part by cash payment, with attendance by two-thirds or more of the directors and a resolution passed by a majority of the attending directors, and report to the Shareholders' Meeting. This provision does not apply to the requirement for a resolution by the Shareholders' Meeting.

The Company's dividend policy is in line with current and future development plans, taking into account investment environment, capital needs, domestic and foreign competition, and other factors that consider the interests of shareholders. Each year, a minimum of 10% of the distributable unappropriated earnings will be set aside for shareholder dividend distribution, with cash dividends no less than 10% of the total dividend amount for that year. However, in the case of significant investment plans by the Company, the Board of Directors may propose and the Shareholders' Meeting may resolve not to pay cash dividends. | legal reserve has reached the Company’s paid-in capital.

Allocating or reversing special reserves in accordance with laws and regulations or as required by the competent authority.

If there are still unappropriated earnings, the Board of Directors will draft a proposal for profit distribution and submit it to the Shareholders' Meeting for resolution to distribute shareholder dividends and bonuses along with accumulated unappropriated earnings.

In accordance with the Company Act, the Board of Directors is authorized to distribute dividends, bonuses, capital reserve, or legal reserve in whole or in part by cash payment, with attendance by two-thirds or more of the directors and a resolution passed by a majority of the attending directors, and report to the Shareholders' Meeting. The provision in the preceding paragraph requiring a resolution from the Shareholders' Meeting shall not apply.

The Company's dividend policy is in line with current and future development plans, taking into account investment environment, capital needs, domestic and foreign competition, and other factors that consider the interests of shareholders. Each year, a minimum of 10% of the distributable earnings will be set aside for shareholder dividend and bonus distribution, with cash dividends no less than 10% of the total dividend amount for that year. However, in the event of significant investment plans or capital needs, to | adopted by most TWSE/TPE x-listed companies.

  1. Amended to add wording regarding the appropriation of special reserve in accordance with FSC regulations. |

  2. 34 -


Articles Before Amendment After Amendment Explanation
maintain operational requirements, the Board of Directors may propose and the Shareholders' Meeting may resolve to adjust the cash dividend distribution ratio or not to pay cash dividends.
  • 35 -

【Appendix I】

Articles of Incorporation of FITTECH CO., LTD

Chapter 1 General Provisions

Article 1 The Company shall be incorporated under the Company Act of the Republic of China, and its name shall be FITTECH Co., Ltd.

Article 2 The business operations of our company are as follows:

  1. CB01010 Machinery and Equipment Manufacturing
  2. CE01010 General Instrument Manufacturing
  3. CE01030 Optical Instruments Manufacturing
  4. CE01990 Other Optics and Precision Instrument Manufacturing
  5. F113010 Wholesale of Machinery
  6. F113030 Wholesale of Precision Instruments
  7. F113050 Wholesale of Computers and Clerical Machinery Equipment
  8. F118010 Wholesale of Computer Software
  9. F213030 Retail Sale of Computers and Clerical Machinery Equipment
  10. F213040 Retail Sale of Precision Instruments
  11. F401010 International Trade
  12. F601010 Intellectual Property
  13. I301010 Software Design Services
  14. IG02010 Research and Development Service
  15. ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.

Article 3 The Company shall have its head office in Taichung City, the Republic of China, and may, pursuant to a resolution adopted at the meeting of the Board of Directors, set up branch offices within or outside the territory of the Republic of China when deemed necessary.

Article 3-1 The total amount of investments made by this Company for investing in other companies shall not be subject to the limitation set forth in Article 13 of the Company Act, which states that "the total amount of its investments in such other companies shall not exceed forty percent of the amount of its own paid-up capital."

Article 3-2 This Company may provide endorsements and guarantees to third parties for business and investment needs, subject to the resolution of the Board of Directors.

Article 4 Public announcements of the Company shall be made according to the Company Act.

Chapter 2 Capital Stock

Article 5 The authorized capital of the Company is set at NT$1 billion, divided into 100 million shares with a par value of NT$10 per share, and shall be issued in installments as authorized by the Board of Directors.

The reserved capital within the total capital amount specified in the preceding article, which amounts to NT$80 million, shall be divided into 8 million shares with a par value of NT$10 per share, and is intended for issuance of employee stock option certificates.

When the Company's shares are eligible for repurchase by the Company itself in accordance with the law, the Board of Directors is authorized to establish regulations in compliance with the law.

If the Company intends to transfer repurchased shares to employees at an average price lower than their actual value, or issue employee stock options at a price lower than the market price (net asset value per share), it shall require a quorum of over half of the shareholders representing more than half of the total issued shares, and a two-thirds majority vote of the voting rights in attendance to approve such action.


When the company issues new shares, employee stock option certificates, transfers shares repurchased in accordance with the law, or employee restricted shares, the recipients of such issuance or transfer may include employees of controlling or subsidiary companies who meet certain conditions, and the conditions and distribution method shall be determined by the authorized Board of Directors.

Article 6
The Company's shares are generally in registered form and are issued with the signature or seal of the directors representing the Company and certified by a legally authorized bank. Electronic shares may also be issued without printing physical share certificates, provided that registration is done through a centralized securities depository institution.

Article 6-1
The handling of the Company's stock affairs shall comply with the Regulations Governing the Administration of Shareholder Services of Public Companies unless otherwise provided by laws and securities regulations.

Article 7
Registration for share transfer and change of ownership shall be suspended during the 60 days prior to a regular Shareholders' Meeting, 30 days prior to a special Shareholders' Meeting, or within 5 days prior to the ex-dividend date of dividends, bonuses, or other benefits scheduled to be paid by the Company.

Chapter 3
Shareholders' Meeting

Article 8
Regular meetings shall be convened at least once a year by the Board of Directors according to the law within six months after close of each fiscal year. Special meetings shall be convened whenever necessary according to the laws and regulations.

During Shareholders' Meetings, the Company may use video conferencing or other methods announced by the competent authority to conduct the meetings.

The Shareholders' Meetings of the Company shall offer electronic means as one of the methods to exercise voting rights. Shareholders who cast their votes electronically shall be deemed as present in person. All related matters shall be processed in compliance with the relevant laws and regulations.

Article 8-1
The Shareholders' Meeting shall be convened by the Board of Directors, and the Chairman of the Shareholders' Meeting shall be appointed by the Chairman of the Board of Directors. In the event that the Chairman of the Board of Directors is absent or unable to perform his/her duties for any reason, his/her agent shall handle the matter in accordance with Article 208, Paragraph 3 of the Company Act. When the Shareholders' Meeting is convened by a person other than the Board of Directors, the Chairman shall be appointed by the convening person. If there are two or more convening persons, they shall elect one person to serve as the Chairman.

Article 9
When a shareholder is unable to attend a Shareholders' Meeting due to reasons, he/she may issue a power of attorney, which states the scope of authorization, and sign and seal it to authorize an agent to attend the meeting on his/her behalf. The use of power of attorney by the Company shall comply with the regulations of the competent authority and the Regulations Governing the Use of Proxies for Attendance at Shareholders' meetings of Public Companies issued by the competent authority, except as otherwise provided by the Company Act.

Article 10
Each share held by a shareholder of the Company shall have one voting right, except in cases specified under Article 179 of the Company Act, where the shareholder shall not have the voting right.

Article 11
Unless otherwise provided by relevant laws and regulations or the Articles of Incorporation of the Company, resolutions of the Shareholders' Meeting shall be adopted by a majority vote of the total issued shares represented by shareholders attending the meeting, provided that such attendees represent more than half of the total issued shares of the Company and that the voting rights represented by them exceed half of the total voting rights of the Company.

Article 11-1
When the Company withdraws from public offering, it shall be resolved by a special resolution of the Shareholders' Meeting.

Article 12
Minutes of the resolutions adopted at the Shareholders' Meeting shall be prepared, signed or sealed by the Chairman, and distributed to all shareholders within 20 days after the meeting. The minutes shall summarize the proceedings and results of the meeting and shall be kept by the Company together with the attendance register of the shareholders and the power of attorney for proxy attendance.

The preparation and distribution of the minutes may be conducted electronically or by public announcement

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Chapter 4 Directors and Functional Committees.

Article 13
The Company shall have a Board of Directors consisting of seven to nine members, each serving a term of three years. The Board of Directors shall be elected from among individuals with legal capacity by the Shareholders' Meeting, and all directors shall be eligible for re-election.

The election of all directors of the Company shall be conducted by a candidate nomination system, and the provisions regarding the nomination system shall be handled in accordance with Article 192-1 of the Company Act.

Article 13-1
In accordance with Article 14-2 of the Securities and Exchange Act, the Company shall have at least three independent directors among the aforementioned Board of Directors and they shall account for no less than one-fifth of the total number of directors. The qualifications, shareholdings, part-time employment restrictions, nomination and election methods, and other matters to be observed by independent directors shall be governed by the relevant regulations of the competent authority.

During their tenure, the Company may purchase liability insurance for directors to cover their responsibilities arising from the execution of business operations required by law.

Article 13-2
In accordance with Article 14-4 of the Securities Exchange Act, the Company establishes an audit committee composed of all independent directors. Regarding the number, tenure, powers, and rules of procedure of the audit committee, they shall be established in the organizational rules of the audit committee in accordance with the relevant regulations of the Regulations Governing the Exercise of Powers by Audit Committees of Public Companies.

Article 13-3
The Board of Directors of the Company may establish a remuneration committee or other functional committees as needed for business operations.

Article 14
The Board of Directors is organized by the directors, and the Chairman is elected by mutual recommendation by more than two-thirds of the directors present and the consent of a majority of the attending directors. The Chairman represents the Company externally.

Article 15
In case the Chairman is on leave or absent or cannot exercise his power and authority for any cause, a delegate shall be appointed in compliance with Article 208 of the Company Act.

If the Board of Directors conducts a video conference, directors participating via video are deemed to be in attendance in person.

Directors are expected to attend board meetings in person. In the event that a director is unable to attend due to unforeseen circumstances, they may issue a power of attorney that specifies the extent of authorization to delegate another director to attend the meeting on their behalf. However, each director may only be authorized by one other director. If the Company has independent directors, they are expected to attend board meetings in person, or authorize another independent director to attend as their proxy.

The resolutions of the Board of Directors, unless otherwise stipulated by the Company Act, shall be adopted by the attendance of at least half of the directors and the consent of a majority of the attending directors.

Article 16
Directors' remuneration shall be determined by the remuneration committee and submitted to the Board of Directors for approval, taking into account their degree of participation in the Company's operations and their contribution value, as well as the usual industry standards. If a director of the Company concurrently holds other positions in the Company, the payment of their salary for these roles shall be handled in accordance with the Company's personnel management regulations.

Article 17
A notice of the reasons for convening a Board of Directors Meeting shall be given to each director and supervisor before 7 days before the meeting is convened. In emergency circumstances, however, a Board of Directors Meeting may be called on shorter notice. The Board of Directors Meeting may be notified of convening in writing, by email, or by fax.

Chapter 5 Managerial Officials

Article 18
The general manager shall handle Company affairs in accordance with resolutions of the Shareholders' Meeting or the Board of Directors, and may exercise the authority to manage the Company and sign on its behalf within the scope authorized in the articles of incorporation of the Company, contracts, or the Authorized Management Plan of the Company.

  • 38 -

Chapter 6 Accounting

Article 19
The Company shall handle general final reports once with the fiscal year from January 1 to December 31.

The Board of Directors is required to finalize the accounts at the end of each fiscal year. The board shall prepare the following statement and records in accordance with the Company Act, and submit them to the Shareholders' Meeting for ratification through legal procedures:

  1. the business report;
  2. the financial statements; and
  3. the profit distribution or loss off-setting proposals.

Article 20
In the event the Company generates profits for the fiscal year (where "profits" refers to the pre-tax earnings before deduction of employee and director remuneration), allocations shall be made in accordance with the following provisions; however, if there are accumulated deficits, the amount necessary to offset such deficits shall be reserved in advance.

An amount not less than 7.5% of the profits shall be allocated as employee remuneration, of which no less than 35% shall be distributed to grassroots employees.

An amount not exceeding 5% of the profits may be allocated as director remuneration.

The foregoing allocation plan shall be resolved by the Board of Directors and subsequently reported to the shareholders' meeting.

The preceding action shall be taken by the Board of Directors through a resolution, which requires a quorum of at least two-thirds of the directors and approval from a majority of the attending directors. The resolution shall be reported to the Shareholders' Meeting.

Regarding employee's remuneration, it may be distributed in the form of stocks or cash. The recipients of such distribution may include employees of affiliated or subsidiary companies who meet certain criteria, the details of which are authorized by the Board of Directors.

Article 20-1
If the Company has a surplus in its annual settlement, it shall be distributed in the following order after payment of taxes and dues in accordance with the law:

  1. Making up for the accumulated losses of previous years.
  2. Setting aside 10% as the legal reserve until it reaches the actual paid-in capital of the Company, after which it may not be set aside anymore.
  3. Setting aside or reversing special reserves in accordance with laws and regulations.

If there are still unappropriated earnings, the Board of Directors will draft a proposal for profit distribution and submit it to the Shareholders' Meeting for resolution to distribute shareholder dividends along with accumulated unappropriated earnings.

In accordance with the Company Act, the Board of Directors is authorized to distribute dividends, capital reserve, or legal reserve in whole or in part by cash payment, with attendance by two-thirds or more of the directors and a resolution passed by a majority of the attending directors, and report to the Shareholders' Meeting. This provision does not apply to the requirement for a resolution by the Shareholders' Meeting.

The Company's dividend policy is in line with current and future development plans, taking into account investment environment, capital needs, domestic and foreign competition, and other factors that consider the interests of shareholders. Each year, a minimum of 10% of the distributable unappropriated earnings will be set aside for shareholder dividend distribution, with cash dividends no less than 10% of the total dividend amount for that year. However, in the case of significant investment plans by the Company, the Board of Directors may propose and the Shareholders' Meeting may resolve not to pay cash dividends.

Chapter 7 Supplementary Provisions

Article 21
Matters that are not covered in the Article shall be handled in accordance with the Company Act and relevant laws and regulations.

Article 22
These Articles of Incorporation are agreed to and signed on Date January 3, 2000

First revision was made on March 27, 2000.

Second revision was made on June 7, 2000.

Third revision was made on July 23, 2003.

  • 39 -

Fourth revision was made on May 13, 2004.
Fifth revision was made on May 27, 2005.
Sixth revision was made on June 30, 2008.
Seventh revision was made on June 25, 2010.
Eighth revision was made on June 30, 2011.
Ninth revision was made on June 25, 2012.
Tenth revision was made on June 28, 2013.
Eleventh revision was made on June 20, 2014.
Twelfth revision was made on June 17, 2016.
Thirteenth revision was made on June 23, 2017.
Fourteenth revision was made on June 29, 2018.
Fifteenth revision was made on November 23, 2018.
Sixteenth revision was made on June 28, 2019.
Seventeenth revision was made on August 27, 2021.
Eighteenth revision was made on June 24, 2022.
Nineteenth revision was made on June 13, 2025.

  • 40 -

FITTECH CO., LTD. 【Appendix II】

Rules of Procedure for Shareholders' Meetings
AM-RL-02-05

Article 1 Purpose

To establish a strong governance system and sound supervisory capabilities for the Company's shareholders' meetings, and to strengthen management capabilities, these Rules are adopted pursuant to Article 5 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.

Article 2 Scope of these Rules

The rules of procedures for the Company's shareholders' meetings, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in these Rules.

Article 3 Unless otherwise provided by law or regulation, the Company's shareholders meetings shall be convened by the Board of Directors.

Changes to how the Company convenes its shareholders' meeting shall be resolved by the Board of Directors, and shall be made no later than mailing of the shareholders' meeting notice.

The Company shall prepare electronic versions of the shareholders' meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors or supervisors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders' meeting or before 15 days before the date of a special shareholders' meeting. The Company shall prepare electronic versions of the shareholders' meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders' meeting or before 15 days before the date of the special shareholders' meeting. If, however, the Company has the paid-in capital of NT$10 billion or more as of the last day of the most current fiscal year, or total shareholding of foreign shareholders and PRC shareholders reaches 30% or more as recorded in the register of shareholders of the shareholders' meeting held in the immediately preceding year, transmission of these electronic files shall be made by 30 days before the regular shareholders' meeting. In addition, before 15 days before the date of the shareholders' meeting, the Company shall also have prepared the shareholders' meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at the Company and the professional shareholder services agent designated thereby.

This Corporate shall make the meeting agenda and supplemental meeting materials in the preceding paragraph available to shareholders for review in the following manner on the date of the shareholders' meeting:

  1. For physical shareholders' meetings, to be distributed on-site at the meeting.
  2. For hybrid shareholders' meetings, to be distributed on-site at the meeting and shared on the virtual meeting platform.

The reasons for convening a shareholders' meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.

  1. For virtual-only shareholders meetings, electronic files shall be shared on the virtual meeting platform.

Election or dismissal of directors or supervisors, amendments to the articles of incorporation, reduction of capital, application for the approval of ceasing its status as


a public company, approval of competing with the Company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the company, or any matter under Article 185, paragraph 1 of the Company Act, Articles 26-1 and 43-6 of the Securities Exchange Act, Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out and the essential contents explained in the notice of the reasons for convening the shareholders' meeting. None of the above matters may be raised by an extraordinary motion.

Where re-election of all directors and supervisors as well as their inauguration date is stated in the notice of the reasons for convening the shareholders' meeting, after the completion of the re-election in said meeting such inauguration date may not be altered by any extraordinary motion or otherwise in the same meeting.

A shareholder holding one percent or more of the total number of issued shares may submit to the Company a proposal for discussion at a regular shareholders' meeting.

The number of items so proposed is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. When the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the Board of Directors may exclude it from the agenda. A shareholder may propose a recommendation for urging the company to promote public interests or fulfill its social responsibilities, provided procedurally the number of items so proposed is limited only to one in accordance with Article 172-1 of the Company Act, and no proposal containing more than one item will be included in the meeting agenda.

Prior to the book closure date before a regular shareholders' meeting is held, the Company shall publicly announce its acceptance of shareholder proposals in writing or electronically, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.

Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders' meeting and take part in discussion of the proposal.

Prior to the date for issuance of notice of a shareholders' meeting, the Company shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article.

At the shareholders' meeting the Board of Directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.

Article 4

A shareholder may appoint a proxy to attend a shareholders' meeting in his/her/its behalf by executing a power of attorney printed by the Company stating therein the scope of power authorized to the proxy.

A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders' meeting and shall deliver the proxy form to the Company before five days before the date of the shareholders' meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment.

If, after a proxy form is delivered to the Company, a shareholder wishes to attend the shareholders' meeting in person, a written notice of proxy cancellation shall be submitted to the Company two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.

  • 42 -

If, after a proxy form is delivered to the Company, a shareholder wishes to attend the shareholders' meeting online, a written notice of proxy cancellation shall be submitted to the Company two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.

Article 5

The venue for a shareholders' meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholders' meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.

The restrictions on the place of the meeting shall not apply when the Company convenes a virtual-only shareholders' meeting.

Article 6

The Company shall specify in its shareholders' meeting notices the time during which attendance registrations for shareholders, solicitors and proxies (collectively "shareholders") will be accepted, the place to register for attendance, and other matters for attention.

The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations. For virtual shareholders' meetings, shareholders may begin to register on the virtual meeting platform 30 minutes before the meeting starts. Shareholders completing registration will be deemed as attend the shareholders' meeting in person. Shareholders shall attend shareholders' meetings based on attendance cards, sign-in cards, or other certificates of attendance. The Company may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.

The Company shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.

The Company shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors or supervisors, pre-printed ballots shall also be furnished.

When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders' meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.

In the event of a virtual shareholders' meeting, shareholders wishing to attend the meeting online shall register with the Company two days before the meeting date.

In the event of a virtual shareholders' meeting, the Company shall upload the meeting agenda book, annual report and other meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.

  • 43 -

Article 6-1 Convening virtual shareholders' meetings and particulars to be included in shareholders' meeting notice:

  1. How shareholders attend the virtual meeting and exercise their rights.
  2. Actions to be taken if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events, at least covering the following particulars:

A. To what time the meeting is postponed or from what time the meeting will resume if the above obstruction continues and cannot be removed, and the date to which the meeting is postponed or on which the meeting will resume.
B. Shareholders not having registered to attend the affected virtual shareholders' meeting shall not attend the postponed or resumed session.
C. In case of a hybrid shareholders' meeting, when the virtual meeting cannot be continued, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders' meeting online, meets the minimum legal requirement for a shareholders' meeting, then the shareholders' meeting shall continue. The shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, and the shareholders attending the virtual meeting online shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders' meeting.
D. Actions to be taken if the outcome of all proposals has been announced and extraordinary motion has not been carried out.

  1. To convene a virtual-only shareholders' meeting, appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders' meeting online shall be specified.

Article 7 When the chairperson of the board is on leave or for any reason unable to exercise the powers of chairperson, the vice chairperson shall act in place of the chairperson; if there is no vice chairperson or the vice chairperson is also on leave or for any reason unable to exercise the powers of vice chairperson, the chairperson shall appoint one of the managing directors to act, or, if there are no managing directors, one of the directors shall be appointed to act as chair. If no such designation is made by the chairperson, the managing directors or directors shall select one person from among themselves to serve as chair.

When a managing director or a director serves as chair, as referred to in the preceding paragraph, the managing director or director shall be one who has held that position for six months or more and who understands the financial and business conditions of the Company. The same shall be true for a representative of a juristic person director that serves as chair.

It is advisable that shareholders' meetings convened by the Board of Directors be chaired by the chairperson of the board in person and attended by a majority of the directors, at least one supervisor in person, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes.

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

The Company may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders' meeting in a non-voting capacity.

  • 44 -

Article 8

The Company, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders’ meeting, and the voting and vote counting procedures.

The recorded materials of the preceding paragraph shall be retained for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.

Where a shareholders’ meeting is held online, the Company shall keep records of shareholder registration, sign-in, check-in, questions raised, votes cast and results of votes counted by the Company, and continuously audio and video record, without interruption, the proceedings of the virtual meeting from beginning to end.

The information and audio and video recording in the preceding paragraph shall be properly kept by the Company during the entirety of its existence, and copies of the audio and video recording shall be provided to and kept by the party appointed to handle matters of the virtual meeting.

In case of a virtual shareholders’ meeting, the Company is advised to audio and video record the back-end operation interface of the virtual meeting platform.

Article 9

Attendance at shareholders’ meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in, and the shares checked in on the virtual meeting platform, plus the number of shares whose voting rights are exercised by correspondence or electronically.

The chair shall call the meeting to order at the appointed meeting time and disclose information concerning the number of nonvoting shares and number of shares represented by shareholders attending the meeting. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned. In the event of a virtual shareholders’ meeting, the Company shall also declare the meeting adjourned at the virtual meeting platform. If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders’ meeting shall be convened within one month. In the event of a virtual shareholders’ meeting, shareholders intending to attend the meeting online shall re-register to the Company in accordance with Article 6.

When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders’ meeting pursuant to Article 174 of the Company Act.

Article 10

If a shareholders’ meeting is convened by the Board of Directors, the meeting agenda shall be set by the Board of Directors. Votes shall be cast on each separate proposal in the agenda (including extraordinary motions and amendments to the original proposals set out in the agenda). The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders’ meeting.

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The provisions of the preceding paragraph apply mutatis mutandis to a shareholders' meeting convened by a party with the power to convene that is not the Board of Directors.

The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders' meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the Board of Directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.

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

Article 11

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

A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.

Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.

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

When a juristic person shareholder appoints two or more representatives to attend a shareholders' meeting, only one of the representatives so appointed may speak on the same proposal.

After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond. Where a virtual shareholders' meeting is convened, shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform from the chair declaring the meeting open until the chair declaring the meeting adjourned.

No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. The regulations in paragraphs 1 to 5 do not apply.

As long as questions so raised in accordance with the preceding paragraph are not in violation of the regulations or beyond the scope of a proposal, it is advisable the questions be disclosed to the public at the virtual meeting platform.

Article 12

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

With respect to resolutions of shareholders' meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.

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When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of the Company, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.

The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.

With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed three percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.

Article 13 Each shareholder of the Company shall have one voting right per share, except in cases where the shareholder is restricted or specified under Article 179, paragraph 2 of the Company Act and is therefore not entitled to exercise their voting rights.

When the Company convenes a shareholders’ meeting, it may allow the exercise of voting rights by written or electronic means. The method of exercising such voting rights, whether by correspondence or electronic means, shall be specified in the notice of the shareholders’ meeting. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting.

A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Company before two days before the date of the shareholders’ meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.

After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders’ meeting in person or online, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to the Company, by the same means by which the voting rights were exercised, before two business days before the date of the shareholders’ meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders’ meeting, the voting rights exercised by the proxy in the meeting shall prevail.

Except as otherwise provided in the Company Act and in the Company's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.

When there is an amendment or an alternative to a proposal, the chair shall present

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the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote.

When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.

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

Vote counting for shareholders’ meeting proposals or elections shall be conducted in public at the place of the shareholders’ meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.

When the Company convenes a virtual shareholders’ meeting, after the chair declares the meeting open, shareholders attending the meeting online shall cast votes on proposals and elections on the virtual meeting platform before the chair announces the voting session ends or will be deemed abstained from voting.

In the event of a virtual shareholders’ meeting, votes shall be counted at once after the chair announces the voting session ends, and results of votes and elections shall be announced immediately.

When the Company convenes a hybrid shareholders’ meeting, if shareholders who have registered to attend the meeting online in accordance with Article 6 decide to attend the physical shareholders’ meeting in person, they shall revoke their registration two days before the shareholders’ meeting in the same manner as they registered. If their registration is not revoked within the time limit, they may only attend the shareholders’ meeting online.

When shareholders exercise voting rights by correspondence or electronic means, unless they have withdrawn the declaration of intent and attended the shareholders’ meeting online, except for extraordinary motions, they will not exercise voting rights on the original proposals or make any amendments to the original proposals or exercise voting rights on amendments to the original proposal.

Article 14 The election of directors at a shareholders’ meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes with which they were elected, and the names of directors not elected and number of votes they received.

The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.

Article 15 Matters relating to the resolutions of a shareholders’ meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form.

The Company may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS.

The meeting minutes should accurately record the year, month, day, and place of the meeting, the full name of the chairperson, the methods by which resolutions were

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adopted, and a summary of the proceedings and their results. The minutes shall be kept permanently during the existence of the Company.

Where a virtual shareholders’ meeting is convened, in addition to the particulars to be included in the meeting minutes as described in the preceding paragraph, the start time and end time of the shareholders’ meeting, how the meeting is convened, the chair's and secretary's name, and actions to be taken in the event of disruption to the virtual meeting platform or participation in the meeting online due to natural disasters, accidents or other force majeure events, and how issues are dealt with shall also be included in the minutes.

When convening a virtual-only shareholders’ meeting, other than compliance with the requirements in the preceding paragraph, the Company shall specify in the meeting minutes alternative measures available to shareholders with difficulties in attending virtual-only shareholders’ meeting online.

Article 16 On the day of a shareholders’ meeting, the Company shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation, the number of shares represented by proxies and the number of shares represented by shareholders attending the meeting by correspondence or electronic means, and shall make an express disclosure of the same at the place of the shareholders’ meeting. In the event a virtual shareholders’ meeting, the Company shall upload the above meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.

During the Company's virtual shareholders’ meeting, when the meeting is called to order, the total number of shares represented at the meeting shall be disclosed on the virtual meeting platform. The same shall apply whenever the total number of shares represented at the meeting and a new tally of votes is released during the meeting.

If matters put to a resolution at a shareholders’ meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation (or Taipei Exchange Market) regulations, the Company shall upload the content of such resolution to the MOPS within the prescribed time period.

Article 17 Staff handling administrative affairs of a shareholders’ meeting shall wear identification cards or arm bands.

The chair may direct the proctors or security personnel to help maintain order at the meeting place/ When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."

At the place of a shareholders’ meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the Company, the chair may prevent the shareholder from so doing.

When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.

Article 18 When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.

When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.

A resolution may be adopted at a shareholders’ meeting to defer or resume the meeting

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within five days in accordance with Article 182 of the Company Act.

Article 19 In the event of a virtual shareholders' meeting, the Company shall disclose real-time results of votes and election immediately after the end of the voting session on the virtual meeting platform according to the regulations, and this disclosure shall continue at least 15 minutes after the chair has announced the meeting adjourned.

Article 20 When the Company convenes a virtual-only shareholders' meeting, both the chair and secretary shall be in the same location, and the chair shall declare the address of their location when the meeting is called to order.

Article 21 In the event of a virtual shareholders' meeting, the Company may offer a simple connection test to shareholders prior to the meeting, and provide relevant real-time services before and during the meeting to help resolve communication technical issues. In the event of a virtual shareholders' meeting, when declaring the meeting open, the chair shall also declare, unless under a circumstance where a meeting is not required to be postponed to or resumed at another time under Article 44-20, paragraph 4 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events before the chair has announced the meeting adjourned, and the obstruction continues for more than 30 minutes, the meeting shall be postponed to or resumed on another date within five days, in which case Article 182 of the Company Act shall not apply.

For a meeting to be postponed or resumed as described in the preceding paragraph, shareholders who have not registered to participate in the affected shareholders' meeting online shall not attend the postponed or resumed session.

For a meeting to be postponed or resumed under the second paragraph, the number of shares represented by, and voting rights and election rights exercised by the shareholders who have registered to participate in the affected shareholders' meeting and have successfully signed in the meeting, but do not attend the postpone or resumed session, at the affected shareholders' meeting, shall be counted towards the total number of shares, number of voting rights and number of election rights represented at the postponed or resumed session.

During a postponed or resumed session of a shareholders' meeting held under the second paragraph, no further discussion or resolution is required for proposals for which votes have been cast and counted and results have been announced, or list of elected directors and supervisors.

When the Company convenes a hybrid shareholders' meeting, and the virtual meeting cannot continue as described in second paragraph, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders' meeting online, still meets the minimum legal requirement for a shareholders' meeting, then the shareholders' meeting shall continue, and not postponement or resumption thereof under the second paragraph is required.

Under the circumstances where a meeting should continue as in the preceding paragraph, the shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, provided these shareholders shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders' meeting.

When postponing or resuming a meeting according to the second paragraph, the Company shall handle the preparatory work based on the date of the original shareholders' meeting in accordance with the requirements listed under Article 44-20, paragraph 7 of the Regulations Governing the Administration of Shareholder Services

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of Public Companies.

For dates or period set forth under Article 12, second half, and Article 13, paragraph 3 of Regulations Governing the Use of Proxies for Attendance at Shareholders’ meetings of Public Companies, and Article 44-5, paragraph 2, Article 44-15, and Article 44-17, paragraph 1 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company’s hall handle the matter based on the date of the shareholders’ meeting that is postponed or resumed under the second paragraph.

Article 23 When convening a virtual-only shareholders’ meeting, the Company shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders’ meeting online.

Article 23 These Rules shall take effect after having been submitted to and approved by a shareholders’ meeting. Subsequent amendments thereto shall be affected in the same manner.

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【Appendix III】

FITTECH CO., LTD.

Shareholding Status of All Directors

  1. As of the record date of the shareholder's meeting, the Company's paid-in capital was NT$ 785,488,650, and the total issued shares were 78,548,865.
  2. According to Article 26 of the Securities and Exchange Act, all directors should hold a minimum of 6,283,909 shares. The Company has established an audit committee in compliance with the law, so the application of the legal requirement for supervisors to hold a certain number of shares does not apply.
  3. The shareholding status of all directors as recorded in the shareholder registry as of the record date of this shareholder's meeting is shown in the following table:

April 14, 2026

Title Name Number of Shares Holding Percentage (%)
Chairman Kai Rui Investment Co., Ltd.
Representative: Lai, Yun-Jin 3,991,764 5.08%
Director Wanghou Management Consultants Co., Ltd.
Representative: Xu, Qiu-Tian 2,307,451 2.94%
Director Guanglue Management Consultants Co., Ltd.
Representative: He, Zhao-Hui 410,000 0.52%
Director Zhuang, Kun-Nan 180,485 0.23%
Director Langyu Industries Co., Ltd.
Representative: Xu, Yin-Tang 991,578 1.26%
Independent Director Yang, Shun-Qing - -
Independent Director Ji, Da-Yong - -
Independent Director Xu, Yi-Fang - -
Total of All Directors 7,881,278 10.03%