彩源企業股份有限公司
FROCH ENTERPRISE CO., LTD.

Meeting Minutes of the 2026 Annual General Meeting of Shareholders

Mode of Meeting: In-person shareholders' meeting

Time: 9:00 am, May 27, 2026 (Wednesday).

Venue: No. 7, Dougong 10th Road (Douliu Industrial Park Service Center), Tou-Liu City, Yun-Lin County.

Presense: 206,304,507 shares presented, accounted for 74.75% of the total outstanding 275,966,027 shares.

The attending Directors of the Board (9 Director) are as follows:

Ping-Yiao Chang, Hsin-Ta Chang, Chao-Chi Yang, Chun-Chi Lee, Ching-Yang Juan – Representative of Shin Chieh Shin Co., Independent Directors of Shun-Te Wen, Ying-Fang Lee, Shu-Fu Wang, and Huei-Guei Chen.

Attendance: CPA Jui-Lung Hsu and Lawyer Chung-Ren Lin Attended.

The Chairman Called the Meeting to Order

One. Reports

Motion 1

Subject: The 2025 Business Report.

Explanatory Notes: Please refer to Appendix 1 of this handbook for the business report.

Motion 2

Subject: Audit Committee’s review of 2025 final accounting reports.

Explanatory Notes: Please refer to Appendix 2 of this handbook for the Audit Committee’s Review Report.

NOTES TO READERS

This document is presented in both Chinese version and English version.

In case when any discrepancies and/or differences between these two versions, the Chinese version shall prevail.

Motion 3

Subject: 2025 distribution of employees' and directors' remuneration.

Explanatory Notes: Please refer Appendix 4 of this manual for the 2025 distribution of employees' and directors' remuneration.

Motion 4

Subject: Proposal of 2025 distribution of cash dividends from earnings.

Explanatory Notes:

In accordance with Article 38-1 of the Articles of Incorporation, the Board of Directors is authorized to resolve to distribute all or part of the dividends and bonuses that should be distributed in cash, and report to the shareholders' meeting.
Propose to distribute cash dividend of NT$ 0.5 per share, totaling NT$ 137,983,014. The Board will be authorized to set the base date for cash dividend distribution and other related matters after the shareholders' meeting. On the distribution date of cash dividends (rounded down to the nearest NTD), all fractions less than NTD 1 are recognized as other income of the Company.
If the change in the Company's shareholding affects the total number of outstanding shares of the Company, it is proposed that the shareholders' meeting authorizes the Board of Directors to adjust the dividend distribution ratio based on the number of outstanding shares of the Company on the date of dividend distribution with the total amount of earnings to be distributed from the common shares.

Motion 5

Subject: Report on the Company's Execution Results of Treasury Share Buyback.

Explanatory Notes: Please refer to Appendix 5 of this handbook for information on the Company's "Execution Results of Treasury Share Buyback."

Motion 6

Subject: Report on the amendment to the Company's "Ethical Corporate Management Best-Practice Principles."

Explanatory Notes: For Comparison Table of Existing and Revised "Ethical Corporate Management Best-Practice Principles" of the Company, please refer to Appendix 6 of this Handbook.

Two. Ratifications

Motion 1 (proposed by the Board of Directors)

Subject: Ratification of 2025 business report and final accounting reports.

Explanatory Notes: 1. The Company’s final accounting statements for 2025, including the business report, parent company only financial statements and consolidated financial statements, have been prepared, audited by the CPAs, reviewed by the Audit Committee and presented to the shareholders’ meeting for ratification.

Please refer to Appendixes 1, 2 and 3 of this handbook for the business report, the Audit Committee’s review report and the above-mentioned financial statements.

Resolution: The attending number of voting power is 206,304,507, among which 204,201,511 (including 106,203,260 voted electronically) are in agreement (98.98%); 51,484 (including 51,484 voted electronically) are in objection; 2,051,512 (including 2,051,512 voted electronically) are in abstention. In agreement votes have passed the legal threshold, and no question has been raised by shareholders. This motion is approved.

Motion 2 (proposed by the Board of Directors)

Subject: Ratification of the Company’s 2025 earnings appropriation proposal.

Explanatory Notes: Please refer to Appendix 7 of this handbook for the Company’s 2025 earnings distribution table.

Resolution: The attending number of voting power is 206,304,507, among which 204,508,683 (including 106,510,432 voted electronically) are in agreement (99.12%); 38,634 (including 38,634 voted electronically) are in objection; 1,757,190 (including 1,757,190 voted electronically) are in abstention. In agreement votes have passed the legal threshold, and no question has been raised by shareholders. This motion is approved.

Three. Business and Special Motions

Four. Adjournment: 09:23AM.

Attachment 1

2025 Business Report

The Company is specialized in the manufacturing and sale of stainless steel tubes and pipes and sheets and coils. In 2025, the sales volume of stainless steel tubular products was 76,949 metric tons, representing a $0.4\%$ increase compared to the previous year. The sales volume of stainless steel flat products was 14,776 metric tons, representing a $51\%$ decrease compared to the previous year. In addition to the uncertainty caused by the United States' reciprocal tariffs, which led some customers to adopt a more conservative procurement approach, over capacity from China intensified market competition. In terms of sales distribution, domestic sales accounted for $53\%$ and export sales accounted for $47\%$ , with exports mainly to the Americas, Europe, and Asia. The Company has long focused on sales development by diversifying markets and customers to mitigate risks.

At the beginning of 2025, nickel prices increased, reaching a peak of US(16,400 per metric ton and resulting in a significant recovery in operations. However, due to the impact of U.S. tariffs and increased exchange rate volatility, nickel prices declined to a low of US)13,800 per metric ton, and selling prices fell significantly. Although prices gradually rebounded in the fourth quarter and fluctuated within the range of US$14,500–15,500, demand for stainless steel continued to face market challenges. In summary, compared with 2024, nickel prices in 2025 were lower overall. As both price and sales volume declined, operating revenue decreased by 14.85%. However, the increased proportion of high-margin stainless steel tubes and pipes enabled the gross margin to remain consistent with the 10% level recorded in 2024. The 2025 business results and the 2026 business outlook are reported as follows:

I. 2025 Business Results

(I) Results of Business Plans
Unit: NTD thousands

Item	Actual Performance in 2025	Actual Performance in 2024	Comparison of actual performance	Growth rate %
Stainless steel tubes and pipes	6,566,995	6,822,837	(255,842)	(3.75)
Stainless steel sheets and coils	1,103,471	2,191,627	(1,088,156)	(49.65)
Others	29,024	27,768	1,256	4.52
Sales amount	7,699,490	9,042,232	(1,312,742)	(14.52)

(II) Budget Execution
Unit: Metric tons

Item	Actual Performance in 2025	Projection for 2025	Growth rate %
Stainless steel tubes and pipes	76,949	84,000	( 8.39)
Stainless steel sheets and coils	14,776	36,000	(58.96)
Sales weight	91,725	120,000	(23.56)

(III) Profitability analysis

Item	2025	2024

Operating profit to paid-in capital (%)	8.70	11.22
Ratio of Pre-Tax Net Profit to Paid-in Capital (%)	4.79	10.35
Return on assets (%)	1.81	3.03
Return on shareholders' equity (%)	1.95	4.77
Net profit margin (%)	1.26	2.61
Earnings per share (NTD)	0.35	0.84

(IV) Income and Expenses
Unit: NTD thousands

Item	2025	2024	Changed amount	Note
Net cash inflow (outflow) from operating activities	1,122,711	440,992	681,719	I.
Net cash inflows (outflows) from investing activities	(542,746)	(410,982)	131,764	II.
Net cash inflow (outflow) from financing activities	(642,332)	(127,095)	515,237	III.

Note 1: The increase in net cash inflow from operating activities was primarily due to increased inventory sales for the period.
Note 2: The increase in net cash outflow from investing activities was mainly due to capital investment in subsidiaries during the period.
Note 3: The increase in net cash outflow from financing activities was primarily due to the repayment of bank borrowings and the distribution of cash dividends.

(V) Research and development

The Company's research and development is mainly based on process development, product quality improvement, personnel technology improvement and new product development. In terms of process development and improvement, we introduce domestic and foreign advanced equipment and molds, or design advanced process equipment and molds to improve production technology, capacity and product quality.

In terms of product quality improvement, we actively introduce and authenticate various quality assurance management systems, and conduct industry-academia research and development, and actively introduce smart devices to improve product quality. In terms of personnel skills, employees participate in related seminars at home and abroad, and domestic and foreign experts are often hired for training in order to upgrade employees' professional knowledge and technical standards. In terms of new product development, the Company actively conducts various market surveys, introduces domestic and foreign advanced equipment and molds, recruits professional talents for research and development, actively trains existing researchers, and actively develops new products.

In addition to being certified in 1993 and 1999 by Lloyd's Register Quality Assurance (LRQA) for ISO-14001 and by TÜV Rheinland (Germany) for ISO-9001, the Company's Quality Assurance Laboratory was accredited in 2001 by the Chinese National Laboratory Accreditation (CNLA) system, which was renamed in 2004 as the Taiwan Accreditation Foundation (TAF) registered laboratory. The Company led the industry by providing professional X-RAY inspection reports for large-diameter weld seams, becoming a domestic industry leader. In 2009, the Company obtained Japanese Industrial Standards (JIS) product certification. In 2012, it received approval for pressure piping components, and in 2024, obtained multiple certificates from TÜV Rheinland. A wide range of impartial third-party certifications ensures that the Company's products meet regulatory requirements and facilitates market development.

II. Summary of the 2026 Business Plan

(I) Operational guidelines and strategies

1. Sales plan:

(1) Increase sales of stainless steel tubes and pipes
Continue to develop high value-added products, and continue to expand product categories to increase sales.

(2) Actively expand the export market and strive for major domestic investment orders, improve customer loyalty, and diversify the market so as not to be affected by the prosperity of one single industry and one market.

2. Production plan:

(1) Expand product offerings and continue to bring them into full play
The Company specializes in the production of stainless steel tubes and pipes and has expanded the product items to expand the coverage of customer needs.

(2) Reduction of costs and expenses
The Company will focus on the improvement of manufacturing processes, and actively control the unit cost of related equipment and auxiliary materials, to further increase the inventory turnover rate and reduce the capital cost caused by inventory backlog.

3. Financial structure plan:

Apart from focusing on the operation of the core business, the Company is expected to revitalize the use of assets, which is conducive to the increase of revenue, reduce the interest burden, and improve the financial structure.

(II) Sales Forecast and Bases

1. The Company’s sales forecast for 2026 is as follows:

Unit: Metric tons

| Year
Item | Estimated Sales Volume for 2026 |
| --- | --- |
| Stainless steel tubes and pipes | 84,000 |
| Stainless steel sheets and coils | 30,000 |
| Total | 114,000 |

2. Bases:

By the end of 2025, with Indonesia’s export controls and production adjustments in mainland China, along with recovering demand driven by continued investment in the semiconductor industry, overall market conditions showed signs of stabilization. In view of the above, as nickel prices rebounded to US$18,000 at the beginning of 2026 and stainless steel prices also showed an upward trend, the Company maintained a high degree of control over inventory management and product pricing. The Company is cautiously optimistic about its operations and will continue to focus on the development of high value-added products to strengthen its

competitiveness and enhance profitability.

The core competitiveness of the Company lies in the R&D of manufacturing processes, which leads its peers in the industry. The development of high value-added products such as online polishing and online heat treatment of round and square pipes has been quite successful. For the products, the Company has the most complete range of products to meet the diversified needs of customers, and one-stop purchase from FROCH ENTERPRISE. Our sales channels are distributed across the world, with thousands of domestic customers and a presence in over 100 countries. The market is quite fragmented, which is conducive to competition. The impact of the legal and overall business environment is relatively reduced and not significant.

(III) Key Production and Sales Policies:

In 2026, the Company will continue to strengthen inventory management, increase inventory turnover, reduce production costs and expenses, and enhance the competitiveness of its products and market share by coordinating production and sales.

III. Effects of the external competitive environment, regulatory environment and overall business environment:

(I) Public infrastructures and major private investments may affect the development of the stainless steel industry.
(II) Demand for stainless steel may be affected by the macroeconomic environment situations.
(III) The regulatory environment has less impact on company operations, relative to other factors.

Froch Enterprise Co., Ltd.

Chairman: Ping-Yiao Chang

Manager: Ping-Yiao Chang

Accounting supervisor: Wen-Chi Chang

Appendix 2

Froch Enterprise Co., Ltd.

Audit Committee's Review Report

We have reviewed the Company's 2025 business report, financial statements (including individual and consolidated financial statements), and earnings appropriation proposal prepared by the Board of Directors. The financial statements (including individual and consolidated financial statements) have been audited by CPAs Ruey-Long Hsu and Shiao-Chun Wu of Deloitte Taiwan, with which they issued an independent auditor's report of unmodified opinion. The Audit Committee has found no misstatement in the above business reports, financial statements, or earnings appropriation. We hereby report as presented above in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of The Company Act.

Hereby presented for approval.

2026 Annual General Meeting of Shareholders of the Company

Froch Enterprise Co., Ltd.

Audit Committee Convener

March 10, 2026

Attachment 3:

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders
Froch Enterprise Co., Ltd.

Opinion

We have audited the accompanying parent company only financial statements of Froch Enterprise Co., Ltd. (the “Company”), which comprise the parent company only balance sheets as of December 31, 2025 and 2024, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the parent company only financial statements, including material accounting policy information (collectively referred to as the “parent company only financial statements”).

In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of the Company as of December 31, 2025 and 2024, and its parent company only financial performance and its parent company only cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent company only financial statements for the year ended December 31, 2025. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate

opinion on these matters.

The key audit matter identified in the audit of the Company’s financial statements as of and for the year ended December 31, 2025 is as follows:

Revenue Recognition

The Company’s export sales revenue is affected by the distance or convenience of connection with its customers, which makes the relevant revenue recognition procedures more complicated. A significant portion of export sales to customers for the year ended December 31, 2025, increased significantly compared to the previous year; therefore, we identified recognition of sales revenue as a key audit matter. Refer to Notes 4 and 17.

Our audit procedures performed in respect of revenue recognition included the following:

We obtained an understanding of the internal controls, evaluated the design, tested the continuous effectiveness of the implementation of internal controls related to the recognition of sales revenue and the operating procedures of sales collection during the year.
We obtained and selected samples of the export sales revenue receipts, vouched the documents to sales order and shipments related to sales revenue and verified the occurrence of the sales revenue.

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 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 parent company only financial statements that are free from material misstatement, whether due to fraud or error.

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

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

Auditors’ 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 auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the

aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.

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

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

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

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

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

10 -

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

The engagement partners on the audits resulting in this independent auditors' report are Rui-Long Xu and Shao-Chun Wu.

Deloitte & Touche
Taipei, Taiwan
Republic of China

March 10, 2026

Notice to Readers

The accompanying parent company only financial statements are intended only to present the financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such parent company only financial statements are those generally applied in the Republic of China.

For the convenience of readers, the independent auditors' report and the accompanying parent company only financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors' report and parent company only financial statements shall prevail.

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FROCH ENTERPRISE CO., LTD.

BALANCE SHEETS

DECEMBER 31, 2025 AND 2024

(In Thousands of New Taiwan Dollars)

	2025		2024
ASSETS	Amount	%	Amount	%
CURRENT ASSETS
Cash (Notes 4 and 6)	$ 224,040	2	$ 286,493	2
Financial assets at fair value through profit or loss - current (Notes 4 and 7)	16,476	-	17,846	-
Notes receivable (Notes 4, 8 and 17)	106,972	1	130,251	1
Trade receivables from unrelated parties (Notes 4, 8, 17 and 23)	569,104	5	654,546	6
Other receivables (Note 23)	21,966	-	31,340	-
Inventories (Notes 4 and 9)	2,567,517	23	3,178,149	27
Prepayments	37,589	1	190,894	2
Other current assets	1,048	-	1,762	-
Total current assets	3,544,712	32	4,491,281	38
NON-CURRENT ASSETS
Investments accounted for using the equity method (Notes 4 and 10)	4,140,722	37	3,724,542	32
Property, plant and equipment (Notes 4, 11 and 24)	3,287,874	30	3,337,336	29
Right-of-use asset (Notes 4, 12 and 23)	55,415	1	109,520	1
Deferred tax assets (Notes 4 and 19)	11,735	-	9,709	-
Prepayments for equipment	15,952	-	9,472	-
Refundable deposits (Note 23)	13,177	-	15,177	-
Net defined benefit assets-non-current (Notes 4 and 15)	618	-	-	-
Total non-current assets	7,525,493	68	7,205,756	62
TOTAL	$11,070,205	100	$11,697,037	100
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term borrowings (Note13)	$ 2,612,856	24	$ 2,411,225	21
Contract liabilities - current (Notes 4 and 17)	143,957	1	144,897	1
Notes payable	6,430	-	7,467	-
Trade payables (Note 23)	14,327	-	6,116	-
Other payables (Notes 14 and 23)	137,704	1	169,452	1
Current tax liabilities (Notes 4 and 19)	7,023	-	33,956	-
Lease liabilities - current (Notes 4, 12 and 23)	38,719	1	56,918	1
Current portion of long-term borrowings (Notes 13 and 24)	554,139	5	554,139	5
Other current liabilities	2,414	-	2,513	-
Total current liabilities	3,517,569	32	3,386,683	29
NON-CURRENT LIABILITIES
Long-term borrowings (Notes 13 and 24)	2,298,853	21	2,852,992	24
Deferred tax liabilities (Notes 4 and 19)	328,837	3	329,523	3
Lease liabilities - non-current (Notes 4, 12 and 23)	17,787	-	53,628	1
Net defined benefit liabilities - non-current (Notes 4 and 15)	-	-	1,529	-
Guarantee deposits (Note 23)	4,990	-	4,990	-
Total non-current liabilities	2,650,467	24	3,242,662	28
Total liabilities	6,168,036	56	6,629,345	57
EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY
Ordinary shares	2,805,260	25	2,805,260	24
Capital surplus	463,471	4	463,471	4
Retained earnings
Legal reserve	434,237	4	409,547	3
Special reserve	26,785	-	208,046	2
Unappropriated earnings	1,305,716	12	1,248,490	11
Other equity	( 57,381 )	-	( 26,785 )	-
Treasury shares	( 75,919 )	( 1 )	( 40,337 )	( 1 )
Total equity	4,902,169	44	5,067,692	43
TOTAL	$11,070,205	100	$11,697,037	100

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FROCH ENTERPRISE CO., LTD.

STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

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

	2025		2024
	Amount	%	Amount	%
OPERATING REVENUE (Notes 4, 17 and 23)	$ 7,699,490	100	$ 9,042,232	100
OPERATING COSTS (Notes 9, 18 and 23)	6,914,316	90	8,127,343	90
GROSS PROFIT	785,174	10	914,889	10
OPERATING EXPENSES (Notes 8, 18 and 23)
Selling and marketing expenses	382,298	5	449,011	5
General and administrative expenses	158,563	2	152,951	2
Expected credit loss (gains)	252	-	(1,808)	-
Total operating expenses	541,113	7	600,154	7
PROFIT FROM OPERATIONS	244,061	3	314,735	3
NON-OPERATING INCOME AND EXPENSES
Interest income	2,556	-	3,890	-
Other income (Notes 18 and 23)	28,966	1	29,630	-
Other gains and losses (Note 18)	738	-	48,189	1
Finance costs (Notes 18 and 23)	(135,682)	(2)	(140,629)	(1)
Share of profit or loss of subsidiaries accounted for using the equity method (Notes 4 and 10)	(6,257)	-	34,658	-
Total non-operating expenses	(109,679)	(1)	(24,262)	-
PROFIT BEFORE INCOME TAX	134,382	2	290,473	3
INCOME TAX EXPENSE (Notes 4 and 19)	37,356	1	54,646	-
NET PROFIT FOR THE YEAR	97,026	1	235,827	3
OTHER COMPREHENSIVE INCOME (LOSS) (Note 4)
Items that will not be reclassified subsequently to profit or loss:
Remeasurement of defined benefit plans (Note 15)	(4)	-	13,845	-
Income tax relating to items that will not be reclassified subsequently to profit or loss (Note 19)	1	-	(2,769)	-
			(Continued)

FROCH ENTERPRISE CO., LTD.

STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

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

	2025		2024
	Amount	%	Amount	%
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translation of the financial statements of foreign operations	$ (30,596)	-	$ 181,261	2
Other comprehensive (loss) income for the year, net of income tax	(30,599)	-	192,337	2
TOTAL COMPREHENSIVE INCOME FOR THE YEAR	$ 66,427	1	$ 428,164	5
EARNINGS PER SHARE (Note 20)
Basic	$ 0.35		$ 0.84
Diluted	$ 0.35		$ 0.84

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

(Concluded)

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FROCH ENTERPRISE CO., LTD.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

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

	Ordinary Shares (Note 16)	Capital Surplus (Note 16)	Retained Earnings (Note 16)			Other Equity Exchange Differences on Translation of the Financial Statements of Foreign Operations	Treasury Shares (Note 16)	Total Equity
			Legal Reserve	Special Reserve	Unappropriated Earnings
BALANCE AT JANUARY 1, 2024	$ 2,805,260	$ 463,471	$ 404,189	$ 170,026	$ 1,185,228	$ (208,046)	$ -	$ 4,820,128
Appropriation of 2023 earnings
Legal reserve	-	-	5,358	-	(5,358)	-	-	-
Special reserve	-	-	-	38,020	(38,020)	-	-	-
Cash dividends distributed by the Company	-	-	-	-	(140,263)	-	-	(140,263)
Purchase of treasury shares	-	-	-	-	-	-	(40,337)	(40,337)
Net profit for the year ended December 31, 2024	-	-	-	-	235,827	-	-	235,827
Other comprehensive income for the year ended December 31, 2024, net of income tax	-	-	-	-	11,076	181,261	-	192,337
Total comprehensive income for the year ended December 31, 2024	-	-	-	-	246,903	181,261	-	428,164
BALANCE AT DECEMBER 31, 2024	2,805,260	463,471	409,547	208,046	1,248,490	(26,785)	(40,337)	5,067,692
Appropriation of 2024 earnings
Legal reserve	-	-	24,690	-	(24,690)	-	-	-
Special reserve	-	-	-	(181,261)	181,261	-	-	-
Cash dividends distributed by the Company	-	-	-	-	(196,368)	-	-	(196,368)
Purchase of treasury shares	-	-	-	-	-	-	(35,582)	(35,582)
Net profit for the year ended December 31, 2025	-	-	-	-	97,026	-	-	97,026
Other comprehensive loss for the year ended December 31, 2025, net of income tax	-	-	-	-	(3)	(30,596)	-	(30,599)
Total comprehensive income (loss) for the year ended December 31, 2025	-	-	-	-	97,023	(30,596)	-	66,427
BALANCE AT DECEMBER 31, 2025	$ 2,805,260	$ 463,471	$ 434,237	$ 26,785	$ 1,305,716	$ (57,381)	$ (75,919)	$ 4,902,169

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

FROCH ENTERPRISE CO., LTD.

STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)

	2025	2024
CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax	$ 134,382	$ 290,473
Adjustments for:
Depreciation expense	193,677	184,073
Expected credit loss recognized (reversed) on trade receivables	252	(1,808)
Net gain on fair value changes of financial assets at fair value through profit or loss	(1,168)	(1,833)
Finance costs	135,682	140,629
Interest income	(2,556)	(3,890)
Share of profit or loss of subsidiaries	6,257	(34,658)
Gain on disposal of property, plant and equipment	-	(167)
Reversal of write-down of inventories	(8,216)	(1,422)
Net gain on foreign currency exchange	(130)	(22,014)
Changes in operating assets and liabilities
Notes receivable	23,279	32,545
Trade receivables	85,341	147,600
Other receivables	9,454	21,940
Inventories	618,848	(93,414)
Prepayments	153,305	(47,394)
Net defined benefit assets	(622)	-
Other current assets	714	(6)
Contract liabilities	(940)	29,875
Notes payable	(1,037)	(20,260)
Trade payables	8,196	(12,237)
Other payables	(30,002)	18,908
Other current liabilities	(99)	238
Net defined benefit liabilities	(1,529)	(2,040)
Cash generated from operations	1,323,088	625,138
Interest received	2,556	3,890
Interest paid	(135,933)	(140,446)
Income tax paid	(67,000)	(47,590)
Net cash generated from operating activities	1,122,711	440,992
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of financial assets at fair value through profit or loss	(20,111)	(14,070)
Proceeds from sale of financial assets at fair value through profit or loss	22,649	20,694
Net cash outflow on acquisition of subsidiary	(453,033)	(241,014)
Payments for property, plant and equipment	(81,051)	(176,215)
Proceeds from disposal of property, plant and equipment	-	1,131
Proceeds from guarantee deposits received	2,000	-
Increase in prepayments for equipment	(13,200)	(1,508)
Net cash used in investing activities	(542,746)	(410,982)

(Continued)

FROCH ENTERPRISE CO., LTD.

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

(In Thousands of New Taiwan Dollars)

	2025	2024
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from short-term borrowings	$ 201,631	$ 138,855
Proceeds from long-term borrowings	-	99,650
Repayments of long-term borrowings	(554,139)	(129,666)
Repayment of the principal portion of lease liabilities	(57,874)	(55,334)
Dividends paid to owners of the Company	(196,368)	(140,263)
Purchase of treasury shares	(35,582)	(40,337)
Net cash used in financing activities	(642,332)	(127,095)
EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES	(86)	5,466
NET DECREASE IN CASH	(62,453)	(91,619)
CASH AT THE BEGINNING OF THE YEAR	286,493	378,112
CASH AT THE END OF THE YEAR	$ 224,040	$ 286,493

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

(Concluded)

17 -

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders
Froch Enterprise Co., Ltd.

Opinion

We have audited the accompanying consolidated financial statements of Froch Enterprise Co., Ltd. (the "Company") and its subsidiaries (collectively referred to as the "Group"), which comprise the consolidated balance sheets as of December 31, 2025 and 2024, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including material accounting policy information (collectively referred to as the "consolidated financial statements").

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

Basis for Opinion

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2025. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

The key audit matter identified in the audit of the Group’s consolidated financial statements as of and for the year ended December 31, 2025 is as follows:

Revenue Recognition

The Group’s export sales revenue is affected by the distance or convenience of connection with its customers, which makes the relevant revenue recognition procedures more complicated. A significant portion of export sales to customers for the year ended December 31, 2025, increased significantly compared to the previous year; therefore, we identified recognition of sales revenue as a key audit matter. Refer to Notes 4 and 17.

Our audit procedures performed in respect of revenue recognition included the following:

We obtained an understanding of the internal controls, evaluated the design, tested the continuous effectiveness of the implementation of internal controls related to the recognition of sales revenue and the operating procedures of sales collection during the year.
We obtained and selected samples of the export sales revenue receipts, vouched the documents to sales order and shipments related to sales revenue and verified the occurrence of the sales revenue.

Other Matter

We have also audited the parent company only financial statements of Froch Enterprise Co., Ltd. as of and for the years ended December 31, 2025 and 2024 on which we have issued an unmodified opinion.

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

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and 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 the audit committee, are responsible for overseeing the Group’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

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

19 -

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

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

20 -

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

The engagement partners on the audits resulting in this independent auditors' report are Jui-Lung Hsu and Shao-Chun Wu.

Deloitte & Touche
Taipei, Taiwan
Republic of China

March 10, 2026

Notice to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.

For the convenience of readers, the independent auditors' report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors' report and consolidated financial statements shall prevail.

21 -

FROCH ENTERPRISE CO., LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2025 AND 2024

(In Thousands of New Taiwan Dollars)

	2025		2024
ASSETS	Amount	%	Amount	%
CURRENT ASSETS
Cash (Notes 4 and 6)	$ 1,223,856	11	$ 1,215,975	10
Financial assets at fair value through profit or loss - current (Notes 4 and 7)	16,476	-	17,846	-
Notes receivable (Notes 4, 8 and 17)	362,660	3	431,947	4
Trade receivables (Notes 4, 8, 17 and 23)	646,992	6	800,964	7
Other receivables (Notes 4 and 23)	20,816	-	31,670	-
Inventories (Notes 4 and 9)	3,578,639	31	4,220,489	35
Prepayments	273,587	3	295,749	2
Current financial assets (Notes 4, 6 and 24)	16,344	-	16,948	-
Other current assets	1,048	-	1,762	-
Total current assets	6,140,418	54	7,033,350	58
NON-CURRENT ASSETS
Property, plant and equipment (Notes 4, 11 and 24)	5,158,787	45	4,883,032	41
Right-of-use asset (Notes 4, 12 and 23)	82,460	1	132,864	1
Deferred tax assets (Notes 4 and 19)	11,735	-	9,709	-
Prepayments for equipment	32,585	-	14,147	-
Refundable deposits (Note 23)	16,474	-	17,006	-
Net defined benefit assets-non-current (Notes 4 and 15)	618	-	-	-
Total non-current assets	5,302,659	46	5,056,758	42
TOTAL	$11,443,077	100	$12,090,108	100
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term borrowings (Note 13)	$ 2,839,566	25	$ 2,664,350	22
Contract liabilities - current (Notes 4 and 17)	197,165	2	201,050	2
Notes payable	6,430	-	7,467	-
Trade payables	16,450	-	10,896	-
Other payables (Notes 14 and 23)	210,269	2	231,967	2
Current tax liabilities (Notes 4 and 19)	6,661	-	39,709	-
Lease liabilities - current (Notes 4, 12 and 23)	40,438	-	58,627	-
Current portion of long-term borrowings (Notes 13 and 24)	554,139	5	554,139	5
Other current liabilities	2,448	-	2,515	-
Total current liabilities	3,873,566	34	3,770,720	31
NON-CURRENT LIABILITIES
Long-term borrowings (Notes 13 and 24)	2,298,853	20	2,852,992	24
Deferred tax liabilities (Notes 4 and 19)	328,837	3	329,523	3
Lease liabilities - non-current (Notes 4, 12 and 23)	22,719	-	54,151	-
Net defined benefit liabilities - non-current (Notes 4 and 15)	-	-	1,529	-
Guarantee deposits (Note 23)	16,933	-	13,501	-
Total non-current liabilities	2,667,342	23	3,251,696	27
Total liabilities	6,540,908	57	7,022,416	58
EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY
Ordinary shares	2,805,260	25	2,805,260	23
Capital surplus	463,471	4	463,471	4
Retained earnings
Legal reserve	434,237	4	409,547	3
Special reserve	26,785	-	208,046	2
Unappropriated earnings	1,305,716	11	1,248,490	10
Other equity	(57,381)	-	(26,785)	-
Treasury shares	(75,919)	(1)	(40,337)	-
Total equity	4,902,169	43	5,067,692	42
TOTAL	$11,443,077	100	$12,090,108	100

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

FROCH ENTERPRISE CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

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

	2025		2024
	Amount	%	Amount	%
OPERATING REVENUE (Notes 4, 17 and 23)	$ 10,149,308	100	$ 12,398,284	100
OPERATING COSTS (Notes 9, 18 and 23)	9,200,034	91	11,191,170	90
GROSS PROFIT	949,274	9	1,207,114	10
OPERATING EXPENSES (Notes 8 and 18)
Selling and marketing expenses	500,629	5	585,778	4
General and administrative expenses	228,482	2	218,533	2
Expected credit gains	(733)	-	(2,308)	-
Total operating expenses	728,378	7	802,003	6
PROFIT FROM OPERATIONS	220,896	2	405,111	4
NON-OPERATING INCOME AND EXPENSES
Interest income	4,636	-	6,929	-
Other income (Notes 18 and 23)	31,793	-	36,032	-
Other gains and losses (Note 18)	23,964	-	21,830	-
Finance costs (Notes 18 and 23)	(143,558)	(1)	(158,411)	(1)
Total non-operating expenses	(83,165)	(1)	(93,620)	(1)
PROFIT BEFORE INCOME TAX	137,731	1	311,491	3
INCOME TAX EXPENSE (Notes 4 and 19)	40,705	-	75,664	1
NET PROFIT FOR THE YEAR	97,026	1	235,827	2
OTHER COMPREHENSIVE INCOME (LOSS) (Note 4)
Items that will not be reclassified subsequently to profit or loss:
Remeasurement of defined benefit plans (Note 15)	(4)	-	13,845	-
Income tax relating to items that will not be reclassified subsequently to profit or loss (Note 19)	1	-	(2,769)	-
			(Continued)

FROCH ENTERPRISE CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

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

	2025		2024
	Amount	%	Amount	%
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translation of the financial statements of foreign operations	$ (30,596)	-	$ 181,261	1
Other comprehensive income (loss) for the year, net of income tax	(30,599)	-	192,337	1
TOTAL COMPREHENSIVE INCOME FOR THE YEAR	$ 66,427	1	$ 428,164	3
EARNINGS PER SHARE (Note 20)
Basic	$ 0.35		$ 0.84
Diluted	$ 0.35		$ 0.84

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

24 -

FROCH ENTERPRISE CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

YEARS ENDED DECEMBER 31, 2025 AND 2024

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

	Ordinary Shares (Note 16)	Capital Surplus (Note 16)	Retained Earnings (Note 16)			Other Equity Exchange Differences on Translating the Financial Statements of Foreign Operations	Treasury Shares (Note 16)	Total Equity
			Legal Reserve	Special Reserve	Unappropriated Earnings
BALANCE AT JANUARY 1, 2024	$ 2,805,260	$ 463,471	$ 404,189	$ 170,026	$ 1,185,228	$ (208,046)	$ -	$ 4,820,128
Appropriation of 2023 earnings
Legal reserve	-	-	5,358	-	(5,358)	-	-	-
Special reserve	-	-	-	38,020	(38,020)	-	-	-
Cash dividends distributed by the Company	-	-	-	-	(140,263)	-	-	(140,263)
Purchase of treasury shares	-	-	-	-	-	-	(40,337)	(40,337)
Net profit for the year ended December 31, 2024	-	-	-	-	235,827	-	-	235,827
Other comprehensive income for the year ended December 31, 2024, net of income tax	-	-	-	-	11,076	181,261	-	192,337
Total comprehensive income for the year ended December 31, 2024	-	-	-	-	246,903	181,261	-	428,164
BALANCE AT DECEMBER 31, 2024	2,805,260	463,471	409,547	208,046	1,248,490	(26,785)	(40,337)	5,067,692
Appropriation of 2024 earnings
Legal reserve	-	-	24,690	-	(24,690)	-	-	-
Special reserve	-	-	-	(181,261)	181,261	-	-	-
Cash dividends distributed by the Company	-	-	-	-	(196,368)	-	-	(196,368)
Purchase of treasury shares	-	-	-	-	-	-	(35,582)	(35,582)
Net profit for the year ended December 31, 2025	-	-	-	-	97,026	-	-	97,026
Other comprehensive loss for the year ended December 31, 2025, net of income tax	-	-	-	-	(3)	(30,596)	-	(30,599)
Total comprehensive loss for the year ended December 31, 2025	-	-	-	-	97,023	(30,596)	-	66,427
BALANCE AT DECEMBER 31, 2025	$ 2,805,260	$ 463,471	$ 434,237	$ 26,785	$ 1,305,716	$ (57,381)	$ (75,919)	$ 4,902,169

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

(With Deloitte & Touche audit report dated March 10, 2026)

FROCH ENTERPRISE CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

(In Thousands of New Taiwan Dollars)

	2025	2024
CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax	$ 137,731	$ 311,491
Adjustments for:
Depreciation expense	287,219	287,365
Expected credit reversed on trade receivables	(733)	(2,308)
Net gain on fair value changes of financial assets at fair value through profit or loss	(1,168)	(1,833)
Finance costs	143,558	158,411
Interest income	(4,636)	(6,929)
Loss (Gain) on disposal of property, plant and equipment	390	(492)
Reversal of (write-down of) inventories	(8,495)	1,051
Net gain on foreign currency exchange	(1,085)	(22,236)
Gain on lease modification	(9)	(170)
Changes in operating assets and liabilities
Notes receivable	56,551	(69,175)
Trade receivables	148,280	94,071
Other receivables	10,882	4,528
Inventories	607,335	(24,984)
Prepayments	18,913	(71,695)
Other current assets	714	(6)
Net defined benefit assets	(622)	-
Contract liabilities	(1,559)	(8,336)
Notes payable	(1,037)	(20,260)
Trade payables	5,738	(3,449)
Other payables	(9,055)	30,153
Other current liabilities	(67)	(88)
Net defined benefit liabilities	(1,529)	(2,040)
Cash generated from operations	1,387,316	653,069
Interest received	4,636	6,929
Interest paid	(144,068)	(158,296)
Income tax paid	(76,187)	(64,178)
Net cash generated from operating activities	1,171,697	437,524
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of financial assets at fair value through profit or loss	(20,111)	(14,070)
Proceeds from sale of financial assets at fair value through profit or loss	22,649	20,694
Payments for property, plant and equipment	(508,971)	(268,146)
Proceeds from disposal of property, plant and equipment	221	1,534
Decrease (increase) in refundable deposits	469	(68)
Increase in other financial assets	(96)	(455)
Decrease (increase) in prepayments for equipment	(25,861)	11,113
Net cash used in investing activities	(531,700)	(249,398)

(Continued)

FROCH ENTERPRISE CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

(In Thousands of New Taiwan Dollars)

	2025	2024
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from (repayments of) short-term borrowings	$ 180,681	$ (79,877)
Proceeds from long-term borrowings	-	99,650
Repayments of long-term borrowings	(554,139)	(129,666)
Proceeds from guarantee deposits received	3,432	-
Refund of guarantee deposits received	-	(1,300)
Repayment of the principal portion of lease liabilities	(60,123)	(57,790)
Dividends paid to owners of the Company	(196,368)	(140,263)
Purchase of treasury shares	(35,582)	(40,337)
Net cash used in financing activities	(662,099)	(349,583)
EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES	29,983	41,506
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	7,881	(119,951)
CASH AT THE BEGINNING OF THE YEAR	1,215,975	1,335,926
CASH AT THE END OF THE YEAR	$ 1,223,856	$ 1,215,975

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

27 -

Attachment 4

Froch Enterprise Co., Ltd.

Allocation of 2025 Employee and Director Remuneration

The following terms of the "Articles of Incorporation" on employee and director remuneration have been resolved and approved in Board of Directors' meeting and shareholders' meeting:

Annual profits concluded by the Company are subject to employee remuneration of 1%, which the Board of Directors may decide to distribute in cash or in shares. Employees who meet certain criteria are entitled to receive remuneration. Up to 3% of the aforementioned profit may be distributed as directors' remuneration at the discretion of the Board of Directors. Employee and director remuneration proposals are to be raised for resolution during shareholders' meetings. Profits must first be taken to offset against cumulative losses, if any, before the remainder can be distributed as employee and director remuneration in the above percentages.

Annual surpluses concluded by the Company are first subject to taxation and reimbursement of previous losses, followed by a 10% provision for legal reserves; however, no further provision is needed when legal reserves have accumulated to the same amount as the Company's paid-up capital. Any surpluses remaining shall then be subject to provision or reversal of special reserves, as the laws may require. The residual balance can then be added to undistributed earnings carried from previous years and distributed as shareholder dividends at Board of Directors' proposal, this proposal shall then be submitted to the shareholders' meetings for final resolution.

The Company's dividend policy has been established to accommodate current and future development plans after taking into consideration of investment environment, capital requirement, domestic and/or foreign competition, and shareholders' interests. No less than 50% of distributable earnings shall be paid as dividend for the corresponding year, but the Company may decide to withhold paying dividend if the amount of distributable earnings is less than 10% of paid-up capital. Dividends can be paid in cash or in shares, with cash dividends amounting to no less than 20% of total dividends.

Earnings appropriation proposal that have been approved by the Board of Directors but not yet resolved in a shareholders' meeting:

The Company reported net income of NT$97,026,820 for 2025; having considered future investment opportunities and industry characteristics, the Board of Directors passed a proposal during the meeting dated March 10, 2026 to pay cash dividends at NT$0.50 per share.

Earnings appropriation proposal resolved in shareholders' meeting: Not Applicable.
Allocation of 2025 earnings for employee and director remuneration:

Both employee and director remuneration for 2025 have been proposed at NT$1,371,248 individually. Both amounts have been proposed at 1% of pre-tax profit less cumulative losses, as stipulated in the Articles of Incorporation, and were recognized as operating expenses for 2025. However, if a sum different to the estimated amount is resolved in shareholders' meeting on a later date, the difference will be treated as a gain or loss item for 2026.

28 -

Appendix 5

Froch Enterprise Co., Ltd.

Execution Results of Treasury Share Buybacks

Item	18th Round	19th Round	20th Round
Planned Buyback Information
Date of Board Resolution	2024/08/14	2024/12/18	2025/04/10
Purpose of Share Buyback	Transfer of Shares to Employees	Transfer of Shares to Employees	Transfer of Shares to Employees
Type of Shares to be Repurchased	Common Shares	Common Shares	Common Shares
Maximum Buyback Amount	NT$1,958,525,713	NT$1,958,525,713	NT$1,925,139,568
Planned Buyback Period	August 14, 2024 to October 13, 2024	December 14, 2024 to February 17, 2025	April 10, 2025 to June 9, 2025
Planned Quantity for Repurchase	2,000,000 shares	2,000,000 shares	3,000,000 shares
Buyback Method	Purchase on the centralized market	Purchase on the centralized market	Purchase on the centralized market
Actual Buyback Results
Repurchase Period	August 21, 2024 to October 9, 2024	December 19, 2024 to February 6, 2025	April 11, 2025 to June 5, 2025
Number of Shares Repurchased	1,760,000 shares	2,000,000 shares	800,000 shares
Total Repurchase Amount (including transaction fees)	31,015,791	32,699,676	12,233,665
Average Repurchase Price per Share	17.62	16.33	15.29

The Company conducted its twentieth treasury share repurchase, buying back 800,000 shares for a total of NT$12,233,655 for the purpose of transferring the shares to employees. As of now, a cumulative total of 4,560,000 shares has been repurchased for a total amount of NT$75,949,132, and these shares have not yet been transferred to employees.

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Appendix 6

Comparison Table of Amendments to the “Ethical Corporate Management Best-Practice Principles”

Article number	Original Article	Provisions after amendment	Description
Article 6	The Company shall, in accordance with the management philosophy and policies set forth in the preceding article, clearly and comprehensively establish a program for preventing dishonest conduct (hereinafter referred to as the “Prevention Program”). Conduct Prevention Program (hereinafter referred to as the “Prevention Program”).
When establishing the Prevention Program, the Company shall comply with the relevant laws and regulations of the jurisdictions in which the Company and its group enterprises and organizations operate	The ethical management policy established by the Company shall clearly and comprehensively specify concrete practices for ethical management and a program for preventing dishonest conduct (hereinafter referred to as the “Prevention Program”), including operating procedures, codes of conduct, and education and training.
When establishing the Prevention Program, the Company shall comply with the relevant laws and regulations of the jurisdictions in which the Company and its group enterprises and organizations operate.
In the process of establishing the Prevention Program, TWSE/TPEx listed companies should communicate with employees, labor unions, major business counterparties, or other stakeholders.	Amendments made in compliance with laws and regulations
Article 7	When establishing the Prevention Program, the Company shall analyze business activities within its scope of operations that present a higher risk of dishonest conduct and strengthen the relevant preventive measures.
The Prevention Program established by the Company shall include preventive measures covering the following conduct:
(I) Prohibition of directly or indirectly offering or accepting bribes.
(II) Prohibition of providing illegal political contributions.
(III) Prohibition of improper charitable donations or sponsorships.
(IV) Prohibition of offering or accepting unreasonable gifts, hospitality, or other improper	The Company shall establish a mechanism for assessing the risks of unethical conduct, regularly analyze and assess business activities within its scope of operations that present a higher risk of unethical conduct, and formulate preventive measures accordingly. The appropriateness and effectiveness of such preventive measures shall also be reviewed on a regular basis.
The Company should formulate the Prevention Program with reference to commonly adopted domestic and international standards or guidelines, and it shall at minimum include preventive measures covering the following conduct:
(I) Bribery and acceptance of bribes.
(II) Providing illegal political contributions.
(III) Improper charitable donations or sponsorships.
(IV) Offering or accepting	Amendments made in compliance with laws and regulations

| | benefits. | (V)
(VI)
(VII) | unreasonable gifts, hospitality, or other improper benefits.
Infringement of trade secrets, trademark rights, patent rights, copyrights, and other intellectual property rights.
Engaging in unfair competition.
Directly or indirectly harming the rights, health, or safety of consumers or other stakeholders in the research and development, procurement, manufacturing, provision, or sale of products and services. | |
| --- | --- | --- | --- | --- |
| Article 8 | The Company and its group enterprises and organizations shall adhere to the ethical management policy. The Board of Directors and management shall commit to actively implementing such policy and ensure its effective execution in internal management and external business activities. | The Company shall require directors and senior management to issue statements confirming their compliance with the ethical management policy, and shall require employees to comply with the ethical management policy as part of the terms and conditions of employment.
The Company and its group enterprises and organizations shall clearly state their ethical corporate management policies in their internal regulations, external documents, and on the Company’s website, as well as the commitment of the Board of Directors and senior management to actively implement such policies. These policies shall also be effectively carried out in internal management and business activities.
With respect to the ethical management policy, statements, commitments, and implementation referred to in the preceding two paragraphs, the Company shall prepare documented information and retain it properly. | | Amendments made in compliance with laws and regulations |
| Article 10 | The Company and its directors, supervisors, managers, employees, and persons having substantial control shall not, in the course of performing their duties, directly or indirectly offer, promise, request, or accept any form of improper benefit, including rebates, commissions, facilitation payments, or any improper benefits provided to or received from customers, agents, contractors, suppliers, public officials, or other stakeholders through any other means. However, this restriction shall not apply where such conduct complies with the laws and regulations of the | The Company and its directors, managers, employees, and persons having substantial control shall not, in the course of performing their duties, directly or indirectly offer, promise, request, or accept any form of improper benefit, including rebates, commissions, facilitation payments, or any other improper benefits provided to or received from customers, agents, contractors, suppliers, public officials, or other stakeholders through any other means. However, this restriction shall not apply where such conduct complies with the laws and regulations of the | | Amendments made in compliance with laws and regulations |

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	place of operation.	place of operation.
Article 11	Any direct or indirect donations made by the Company and its directors, supervisors, managers, employees, and persons having substantial control to political parties, organizations, or individuals participating in political activities shall comply with the Political Donations Act and the Company’s internal operating procedures and shall not be used to obtain commercial interests or trading advantages.	Any direct or indirect donations made by the Company, its directors, managers, employees, and persons having substantial control to political parties, organizations, or individuals participating in political activities shall comply with the Political Donations Act and the Company’s internal operating procedures, and shall not be used to obtain commercial interests or trading advantages.	Amendments made in compliance with laws and regulations
Article 12	The Company and its directors, supervisors, managers, employees, and persons having substantial control shall ensure that charitable donations or sponsorships comply with relevant laws and regulations and internal operating procedures and shall not be used as a disguised form of bribery.	The Company and its directors, managers, employees, and persons having substantial control shall ensure that charitable donations or sponsorships comply with relevant laws, regulations, and internal operating procedures and shall not be used as a disguised form of bribery.	Amendments made in compliance with laws and regulations
Article 13	The Company and its directors, supervisors, managers, employees, and persons having substantial control shall not directly or indirectly offer or accept any unreasonable gifts, hospitality, or other improper benefits for the purpose of establishing business relationships or influencing business transactions.	The Company, its directors, managers, employees, and persons with substantial control shall not, directly or indirectly, offer or accept any unreasonable gifts, hospitality, or other improper benefits for the purpose of establishing business relationships or influencing business transactions.	Amendments made in compliance with laws and regulations
Article 14	Newly added.	The Company and its directors, managers, employees, appointees, and persons having substantial control shall comply with laws and regulations related to intellectual property rights, the Company’s internal operating procedures, and contractual provisions. Without the consent of the intellectual property rights holder, they shall not use, disclose, dispose of, damage, or otherwise infringe upon such intellectual property rights.	Amendments made in compliance with laws and regulations
Article 15	Newly added.	The Company shall conduct its business activities in accordance with relevant competition laws and regulations and shall not engage in price fixing, bid rigging, production or quota restrictions, or market sharing or segmentation through the allocation of customers, suppliers, operating regions, or types of business.	Amendments made in compliance with laws and regulations
Article 16	Newly added.	The Company and its directors, managers, employees, appointees, and	Amendments made in

		persons having substantial control shall comply with relevant laws, regulations, and international standards in the research and development, procurement, manufacturing, provision, or sale of products and services; ensure the transparency and safety of product and service information; establish and disclose policies for protecting the rights and interests of consumers and other stakeholders; and implement such policies in operational activities to prevent products or services from directly or indirectly harming the rights, health, or safety of consumers or other stakeholders. If there is sufficient evidence indicating that the Company’s products or services may endanger the safety or health of consumers or other stakeholders, the Company shall, in principle, immediately recall the relevant batch of products or suspend the provision of such services.	compliance with laws and regulations
Article 17	The Company’s Board of Directors shall exercise the duty of care of a good administrator, urge the Company to prevent dishonest conduct, and regularly review the effectiveness of its implementation and continue to improve it to ensure the enforcement of the ethical management policy.

To strengthen ethical management, the Company’s Audit Department is responsible for supervising the implementation of the ethical management policy and the Prevention Program and shall report to the Board of Directors on a regular basis. (Original Article 14) | The Company’s directors, managers, employees, appointees, and persons having substantial control shall exercise the duty of care of a good administrator, urge the Company to prevent dishonest conduct, and regularly review the effectiveness of its implementation and continue to improve it to ensure the enforcement of the ethical management policy.

To strengthen ethical management, the Company’s Audit Department is responsible for formulating the ethical management policy and the Prevention Program and supervising their implementation. It is mainly responsible for the following matters and shall report to the Board of Directors on a regular basis (at least once a year):

(I) Assisting in incorporating integrity and ethical values into the Company’s business strategies and, in accordance with laws and regulations, formulating related anti-fraud measures to ensure ethical management.

(II) Regularly analyzing and assessing the risks of dishonest conduct within the scope of business operations, and based on such | Amendments made in compliance with laws and regulations |

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| | | assessments formulating programs to prevent dishonest conduct, as well as establishing standard operating procedures and codes of conduct related to each operational activity within such programs.
(III) Planning internal organizational structures, staffing, and responsibilities, and establishing mutual supervision and checks-and-balances mechanisms for business activities with higher risks of dishonest conduct.
(IV) Promoting and coordinating advocacy and training related to the ethical policy.
(V) Planning a whistleblowing system to ensure its effective implementation.
(VI) Assisting the Board of Directors and management in reviewing and evaluating whether the preventive measures established for implementing ethical management are operating effectively, regularly assessing compliance with relevant business processes, and preparing reports thereon. | |
| --- | --- | --- | --- |
| Article 18 | The Company’s directors, supervisors, managers, employees, and persons having substantial control shall comply with applicable laws and regulations and the Prevention Program when performing their duties. (Original Article 15) | The Company’s directors, managers, employees, and persons having substantial control shall comply with applicable laws and regulations and the Prevention Program when performing their duties. | Amendments made in compliance with laws and regulations |
| Article 19 | The Company’s directors, supervisors, and managers shall proactively disclose whether they have any potential conflicts of interest with the Company. Directors of the Company shall exercise a high degree of self-discipline. Where a director has an interest in any agenda item submitted to the Board of Directors, either personally or on behalf of a juristic person he or she represents, and such interest may be detrimental to the interests of the Company, the director may state his or her opinions and respond to inquiries but shall not participate in the discussion or voting, and shall recuse himself or herself from the discussion and voting. Such director shall also not act on behalf of another | The Company’s directors and managers shall proactively disclose whether they have any potential conflicts of interest with the Company. Directors of the Company shall exercise a high degree of self-discipline. Where a director has an interest in any agenda item submitted to the Board of Directors, either personally or on behalf of a juristic person he or she represents, and such interest may be detrimental to the interests of the Company, the director may state his or her opinions and respond to inquiries but shall not participate in the discussion or voting, and shall recuse himself or herself from the discussion and voting. Such director shall also not act on behalf of another | Amendments made in compliance with laws and regulations |

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	shall also not act on behalf of another director to exercise voting rights. Directors shall also exercise self-discipline and shall not improperly support one another. The Company’s directors, supervisors, and managers shall not use their positions in the Company to obtain improper benefits for themselves, their spouses, parents, children, or any other person. (Original Article 16)	director to exercise voting rights. Directors shall also exercise self-discipline and shall not improperly support one another. The Company’s directors and managers shall not use their positions in the Company to obtain improper benefits for themselves, their spouses, parents, children, or any other person.
Article 21	When performing their duties, the Company’s directors, supervisors, managers, employees, and persons having substantial control shall strictly comply with relevant government laws and regulations, the Company’s work rules, the authorization matrix, and internal control systems. Procedures for Handling Material Information and Relevant Operating Regulations Governing Trade Secrets. (Original Article 18)	The Company shall, in accordance with Article 6, establish operating procedures and codes of conduct that specifically stipulate the matters to which directors, managers, employees, and persons having substantial control shall pay attention when performing their duties. The content shall include at least the following:
(I) Standards for determining the provision or acceptance of improper benefits.
(II) Procedures for handling lawful political contributions.
(III) Procedures and monetary thresholds for providing legitimate charitable donations or sponsorships.
(IV) Regulations for avoiding conflicts of interest related to duties, as well as the procedures for reporting and handling such conflicts.
(V) Confidentiality provisions regarding confidential and commercially sensitive information obtained in the course of business.
(VI) Regulations and procedures for handling suppliers, customers, and business counterparties involved in dishonest conduct.
(VII) Procedures for Handling Violations of the Ethical Corporate Management Best-Practice Principles
(VIII) Disciplinary actions to be taken against violators.	Amendments made in compliance with laws and regulations
Article 22	The Company shall regularly conduct education and training and awareness programs for directors, supervisors, managers, employees, and persons having substantial control. The relevant	The Company’s Chairman, President, or senior management shall regularly communicate the importance of integrity to directors, employees, appointees, and persons having substantial control.	Amendments made in compliance with laws and

	business units should also provide awareness programs to counterparties engaging in business with the Company so that they fully understand the Company’s commitment to ethical management, its policies, Prevention Program, and the consequences of engaging in dishonest conduct. The ethical management policy shall also be integrated with employee performance evaluations and human resources policies. (Original Article 19)	The Company shall regularly conduct education and training and awareness programs for directors, managers, employees, appointees, and persons having substantial control, and shall invite counterparties engaging in business with the Company to participate so that they fully understand the Company’s commitment to ethical management, its policies, Prevention Program, and the consequences of engaging in dishonest conduct. The Company shall integrate the ethical management policy with employee performance evaluations and human resources policies and establish a clear and effective reward and disciplinary system.
Article 23	The Company shall provide legitimate whistleblowing channels and shall ensure that the identity of whistleblowers and the content of whistleblowing reports are kept strictly confidential. Whistleblowing cases referred to in the preceding paragraph shall be verified and investigated by the responsible unit. If the allegations are substantiated, they shall be handled in accordance with applicable laws and regulations and the Company’s relevant disciplinary measures. Where the circumstances are serious, information such as the violator’s title, name, date of violation, details of the violation, and handling status may be disclosed in accordance with applicable regulations. (Original Article 20)	The Company shall establish a specific whistleblowing system and ensure its effective implementation. The content shall at least include the following:
(I) Establishing and publicly announcing an internal independent whistleblowing mailbox or hotline, or engaging other external independent institutions to provide whistleblowing mailboxes or hotlines for use by internal and external personnel.
(II) Assigning dedicated personnel or units responsible for receiving whistleblowing reports. If the reported matter involves directors or senior management, it shall be reported to the independent directors, and categories of reportable matters and the corresponding standard investigation procedures shall be established.
(III) Establishing follow-up measures to be taken after the completion of investigations of whistleblowing cases based on the severity of the circumstances, and reporting to the competent authorities or referring the case to judicial authorities for investigation where necessary.
(IV) Recording and retaining documentation of the acceptance of whistleblowing cases, the	Amendments made in compliance with laws and regulations

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| | | (V) Investigation process, the investigation results, and the preparation of relevant documents. Ensuring the confidentiality of the whistleblower’s identity and the content of the report, and allowing anonymous reporting.
(VI) Measures to Protect Whistleblowers from Improper Treatment as a Result of Reporting
(VII) Incentive measures for whistleblowers.
If the designated personnel or unit responsible for handling reports and complaints of a TWSE/TPEx listed company discovers, through investigation, any material violation or any circumstance that may cause significant damage to the Company, it shall immediately prepare a report and notify the independent directors in writing. | |
| --- | --- | --- | --- |
| Article 24 | Newly added. | The Company shall clearly stipulate and publish disciplinary and complaint procedures for violations of the ethical management regulations and shall promptly disclose on the Company’s internal website information such as the violator’s title, name, date of violation, details of the violation, and the handling status. | Amendments made in compliance with laws and regulations |
| Article 25 | The Company shall disclose the implementation status of this Code on the Company’s website, in the annual report, and in the prospectus.
(Original Article 21) | The Company shall establish quantitative metrics for promoting ethical corporate management and shall continuously analyze and evaluate the effectiveness of implementing its integrity policies. The Company shall disclose on its website, in its annual report, and in its prospectus the measures adopted for ethical corporate management, the status of their implementation, and the aforementioned quantitative metrics and implementation results. The content of the Ethical Corporate Management Best-Practice Principles shall also be disclosed on the Market Observation Post System (MOPS). | Amendments made in compliance with laws and regulations |
| Article 27 | This Code was adopted and implemented following approval by the Board of Directors on December 17, 2015.
Any additions, deletions, or amendments shall follow the same | The Company’s Ethical Corporate Management Best-Practice Principles shall be implemented upon approval by the Board of Directors and submitted to the shareholders’ meeting. The same shall apply to any amendments thereto. | Amendments made in compliance with laws and regulations |

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	procedure. (Original Article 23)	When the Company submits the Ethical Corporate Management Best-Practice Principles to the Board of Directors for discussion in accordance with the preceding paragraph, it shall give full consideration to the opinions of all independent directors, and any dissenting or reserved opinions expressed by independent directors shall be recorded in the minutes of the Board meeting. If an independent director is unable to attend the Board meeting in person to express such dissenting or reserved opinions, he or she shall, unless there is a legitimate reason, provide written opinions in advance, which shall be recorded in the minutes of the Board meeting. This Code was adopted and implemented following approval by the Board of Directors on December 17, 2015, and shall be submitted to the shareholders’ meeting for reporting. The same shall apply to any amendments. This Procedure was first amended on March 10, 2026.

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Appendix 7

Froch Enterprise Co., Ltd.

Earnings Distribution Table

2025

Unit: NTD

Item	Amount	Remarks
Amount available for distribution:
1. Undistributed earnings at the beginning of period	1,208,690,392	1. It was approved by the Board of Directors on March 10, 2026 that according to the Articles of Incorporation, the after-tax net profits were determined to firstly offset the losses and then appropriate 10% of the legal reserves and special reserves before appropriating the earnings.
2. Net profit after tax in 2025	97,026,820
3. Other comprehensive income in 2025
Defined benefit plan actuarial gains and losses	(3,671)	2. Distributed NT$ 1,371,248 as employee remuneration.
4. Appropriation of legal reserve	(9,702,315)
5. Reversal of Special Reserve	(30,595,915)	Distributed directors’ remuneration,
6. Cash dividend of NT$ 0.50 per share	(137,983,014)	NT$ 1,371,248.
7. Undistributed earnings at the end of the period	1,127,432,297

Chairman: Ping-Yiao Chang

Manager: Ping-Yiao Chang

Accounting supervisor: Wen-Chi Chang

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Appendix 8

Froch Enterprise Co., Ltd.

Shareholding of Directors

I. The Company's paid-in capital is NTD 2,805,260,270, and the number of issued shares is 280,526,027.

II. According to Article 26 of the Securities and Exchange Act, all directors shall hold at least 12,000,000 shares.

III. As of the date of suspension of share transfer for the shareholders' meeting, the number of shares held by individual shareholders and all directors on the shareholder roster of shareholders' meeting is shown in the table below, which has complied with the percentage of shareholding stipulated in Article 26 of the Securities and Exchange Act.

Unit: shares

JOB TITLE	ACCOUNT NAME	NUMBER OF SHARES HELD
Chairman	Ping-Yiao Chang	17,547,946
Vice Chairman	Hsin-Ta Chang	21,648,931
Director	Tsao-Chi Yang	0
Director	Chun-Chi Lee	0
Director	Shin Chieh Shin Co., Ltd.	28,206,372
Independent Director	Shun-Te Wen	0
Independent Director	Ying-Fang Lee	0
Independent Director	Shu-Fu Wang	0
Independent Director	Huei-Guei Chen	0
Total Number of Directors		67,403,249

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Appendix 9

Impacts of the bonus share dividends issuance on the Company's operating performance, earnings per share and shareholders' return on investment:

The Company intends to distribute all cash dividends this year, so the impact of bonus share dividends on the Company is not applicable.

Other explanatory matters

Explanation for the handling of shareholders' proposals at the General Shareholders' Meeting:

Remarks: 1. According to Article 172-1 of the Company Act, a shareholder holding one percent or more of the total number of issued shares of the Company may submit a written proposal to the general shareholders' meeting for 2026. Each shareholder may propose only one proposal, and the content of the proposal must not exceed 300 words (including punctuation marks); otherwise, the proposal will not be included in the agenda of the shareholders annual general meeting. The shareholder proposer shall attend the meeting in person or appoint a proxy to participate in the discussion of the motion.

The Company accepted shareholder proposals for this year's Annual General Meeting of Shareholders from March 20, 2026 to March 30, 2026, and such information has been duly announced on the Market Observation Post System (MOPS).
The Company did not receive any proposals from shareholders.
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Appendix 10

Froch Enterprise Co., Ltd.

Rules of Procedure for Shareholders’ Meetings

Article 1
The Company shall conduct its shareholders meetings in accordance with these Rules.

Article 2
The Company shall specify in the meeting notice the time and place for attendance of shareholder registrations, and other matters to be noted.

The time for registration of shareholders referred to in the preceding paragraph shall be at least 30 minutes before the start of the meeting; the place for registration shall be clearly marked and sufficient qualified personnel shall be assigned to handle it.

Shareholders or their proxies (hereinafter referred to as “shareholders”) shall attend shareholders’ meetings with attendance cards, sign-in cards, or other attendance certificates; parties soliciting proxy forms shall also bring identification documents for verification.

Shareholders shall hand in a sign-in card in lieu of signing in. The number of shares in attendance shall be calculated based on the handover of sign-in cards, and the attendance and voting at the shareholders’ meeting shall be calculated based on the number of shares held. If the shareholder is a government agency or institution, more than one representative may be represented at the shareholders’ meeting. When a legal person is entrusted to attend a shareholders’ meeting, it may appoint only one representative to attend the meeting.

The Company shall provide the attending shareholders with the meeting agenda handbook, annual report, attendance card, speaker’s slips, voting ballots, and other meeting materials; election ballots shall be attached if there is an election of directors or supervisors.

Article 3
When the shareholders representing a majority of the total number of issued shares are present at the scheduled meeting, the Chair will call the meeting to order and announce the number of non-voting shares and the number of shares in attendance. If the meeting time has expired and it falls below the statutory quorum, the Chair may announce an extension. No more than two such postponements may be made. The total of the postponements may not exceed one hour. When more than one-half or more shareholders are present, a tentative resolution may be adopted in accordance with Article 175 of the Company Act. In the case of a tentative resolution as referred to in the preceding paragraph, if the shareholdings represented by the attending shareholders have reached the quorum, the Chair may resubmit the tentative resolution for a vote at the general meeting in accordance with Article 175 of the Company Act.

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Article 4

If a shareholders’ meeting is convened by the Board of Directors, the meeting agenda shall be set by the Board of Directors. The meeting shall be held in accordance with the procedures set in the agenda, and may not be changed without the resolution of the shareholders’ meeting. Unless a resolution has been passed, the Chair may not adjourn the meeting before the conclusion of the two preceding paragraphs on the agenda; and after the meeting is adjourned, the shareholders may not nominate another Chair or seek another venue for continuation of the meeting.

Article 5

Before an attending shareholder speaks, their attendance card number and name must be marked on a speaker slip. The order in which shareholders speak will be set by the Chair. The speech of an attending shareholder shall not exceed five minutes at a time, but may be extended for three minutes with the consent of the Chairperson. Each person may not speak more than twice on the same motion.

Article 6

If a shareholders’ meeting is convened by the Board of Directors, the meeting shall be chaired by the Chairperson of the Board of Directors. If the Chairperson of the Board of Directors is on leave for any reason and is unable to exercise the powers of the meeting, the Vice Chairperson shall chair the meeting. In the absence of the Vice Chairperson, the Chairperson may designate a director to chair the meeting. If the Chairperson does not appoint a representative, the directors shall elect one among themselves to serve as their representative. Any party with power to convene the shareholders’ meeting other than the Board of Directors shall preside over the meeting. If there are two or more convening parties, they shall mutually select a Chair from among themselves.

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

Article 7

The Company shall make continuous audio and video recordings of the registration process of shareholders, the progress of the meeting, and the process of voting and vote counting from the time it accepts the registration.

The aforementioned audiovisual data shall be retained for at least one year. However, if a lawsuit is filed by a shareholder in accordance with Article 189 of the Company Act, the records shall be retained until the end of the lawsuit.

Article 8

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 and call for a vote.

Article 9

If a proposal is approved by a majority of the votes represented by the attending shareholders, it shall be deemed approved if no objection is raised by the Chair at the time of voting, and the effect shall be the same as that of a poll. If the Chair announces the adjournment of the shareholders’ meeting in violation of the rules of procedure at the time of the meeting, a person may be elected as the Chair by a majority of the votes represented by the attending shareholders and the meeting may continue.

Article 10

During a meeting, the Chair may announce a break based on time considerations.

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Article 11

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 9:00 a.m. or later than 3:00 p.m.

Article 12

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

Article 13

When a legal person is entrusted to attend a shareholders’ meeting, the legal person shall appoint only one representative to attend the shareholders’ meeting. When a legal person shareholder designates two or more representatives to attend the shareholders’ meeting, only one person may speak on the same proposal.

Article 14

If an attending shareholder has spoken, the Chair may respond in person or designate relevant personnel to respond.

Article 15

The Chair shall appoint the scrutineers and ballot counters for the votes on the agenda. However, the scrutineers shall be shareholders of the Company. The results of the votes shall be reported onsite and recorded.

Article 16

Matters not provided for in these Rules shall be governed by the Company Act and the Company’s Articles of Incorporation.

Article 17

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

The election of directors and independent directors at a shareholders’ meeting shall be held in accordance with the relevant election rules established by the Company, and the election results shall be announced on the spot, including the list of elected directors and independent directors, the number of votes with their votes, the list of directors not elected, and the list of independent directors and their number of voting rights.

Article 18

Any matters not covered by these rules may be amended at any time.

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AI assistant

FROCH — AGM Information 2026

51956_rns_2026-05-27_0321c3be-3b12-4cc2-b56c-16d46c0c124d.pdf

Meeting Minutes of the 2026 Annual General Meeting of Shareholders

One. Reports

Motion 1

Motion 2

NOTES TO READERS

Motion 3

Motion 4

Motion 5

Motion 6

Two. Ratifications

Motion 1 (proposed by the Board of Directors)

Motion 2 (proposed by the Board of Directors)

Three. Business and Special Motions

Attachment 1

2025 Business Report

I. 2025 Business Results

II. Summary of the 2026 Business Plan

(I) Operational guidelines and strategies

1. Sales plan:

2. Production plan:

3. Financial structure plan:

(II) Sales Forecast and Bases

1. The Company’s sales forecast for 2026 is as follows:

2. Bases:

Attachment 3:

INDEPENDENT AUDITORS' REPORT

Opinion

Basis for Opinion

Key Audit Matters

Revenue Recognition

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

Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements

Notice to Readers

FROCH ENTERPRISE CO., LTD.

STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

INDEPENDENT AUDITORS' REPORT

Opinion

Basis for Opinion

Key Audit Matters

Revenue Recognition

Other Matter

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

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Notice to Readers

FROCH ENTERPRISE CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

Appendix 6

More from FROCH

FROCH AGM Information 2026