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GIANT AGM Information 2026

May 18, 2026

52786_rns_2026-05-18_e9e8fc35-2757-45f4-ad3f-8153076ec5d3.pdf

AGM Information

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2026

Giant Manufacturing Co. Ltd.

ANNUAL MEETING

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TWSE: 9921

2026 ANNUAL GENERAL MEETING

MEETING AGENDA

Time: 9:00AM, June 18, 2026

Place: No.999, Sec. 1, Dongdakd, XifunDist., TaichongCity, Taiwan

GIANT

GROUP


Table of Contents

I. Meeting Procedure ... 1
II. Meeting Agenda ... 2
III. Report Items ... 3
IV. Ratification Items ... 7
V. Discussion Items ... 9
VI. Extempore Motions ... 9
VII. Shareholdings of All Directors ... 10
VIII. Attachment
(1) Audit Committee’s Report ... 11
(2) Audit report of Financial Statements ... 12
(3) Comparison Table of Amendments to Articles of Incorporation ... 32
IX. Appendix
(1) Articles of Incorporation (Before Amendment) ... 33
(2) Rules of Procedure for Shareholders’ Meeting ... 39


1

GIANT MANUFACTURING CO., LTD.
Procedures of 2026 Annual Meeting

I. Call Meeting to Order
II. Chairperson's Opening Remarks
III. Report Items
IV. Ratification Items
V. Discussion Items
VI. Extempore Motions
VII. Meeting Adjourned


GIANT MANUFACTURING CO., LTD.
Agenda of 2026 Annual Meeting

Type of Meeting: Physical Meeting

Time: 9:00 a.m., Thursday, June 18, 2026

Place: Headquarters of Giant group
No.999, Sec. 1, Dong-Da Rd., Xitun Dist., Taichung City, Taiwan

I. Call Meeting to Order
II. Chairperson's Opening Remarks
III. Report Items
1. Business report for 2025
2. Audit Committee's review report
3. Appropriation of remuneration to directors and compensation to employees in 2025
IV. Ratification Items
1. 2025 financial statements
2. Distribution of 2025 earnings
V. Discussion Items
1. To amend the Articles of Incorporation
VI. Extempore Motions
VII. Meeting Adjourned

2


Report Items

Item 1 Business report for 2025

Business Report for 2025

In 2025, the global bicycle industry remained in a phase of inventory adjustment and subdued demand. In addition, external factors, including changes in U.S. tariff policies, heightened geopolitical risks, and exchange rate fluctuations, collectively constrained the pace of market recovery and increased overall operating uncertainty, significantly intensifying operational challenges to the business environment. As the surge in demand during the pandemic gradually subsided, inventory destocking approached completion, and the market began returning to a more normalized operating environment. The Group's OEM business stabilized during the year, with its revenue contribution increasing from 26% in 2024 to 33% in 2025, indicating that inventory adjustments among OEM customers are nearing completion. Although orders declined slightly in the fourth quarter due to demand adjustments, full-year OEM revenue still recorded modest growth. In contrast, the Group's own brand business declined overall during the year, primarily due to the elevated base in the China market following the previous bicycle boom, which led to weaker sales as demand softened. In other regions, aggressive discounting to clear aging inventory, coupled with a slower-than-expected recovery in market demand, also impacted overall performance.

The Group continues to focus on shortening product development cycles and accelerating time to market, while re-engaging with core market segments to better respond to rapidly evolving market conditions. At the same time, through manufacturing and supply chain initiatives, the Group is advancing a new operating model in Europe, improving operational efficiency by reducing component holding costs and accounts payable. Looking ahead, bicycles represent both an environmentally sustainable mode of transportation and an effective fitness solution. The Group believes that, through continuous product innovation, technological advancement, and the delivery of high-quality products and services, it is well positioned to achieve sustainable mid- to long-term growth despite short-term market fluctuations and adjustments.

The Group was selected as a constituent of the Dow Jones Sustainability Emerging Markets Index (DJSI Emerging Markets) in both 2024 and 2025, marking its first inclusion. It is also the first company in the global bicycle industry to be included and ranks among the top 6% of industry peers. The Group also achieved carbon emission reductions ranging between 22.48% and 28.48% across its major manufacturing sites, surpassing its 2030 targets ahead of schedule and improving both energy efficiency and its cost structure. In addition, the Group received top ratings in key ESG areas,


including climate strategy and labor practices, which help mitigate operational risks and strengthen investor confidence in the Group's sustainability performance. Through the adoption of sustainable materials and the development of low-carbon products, the Group continues to enhance product competitiveness and its ability to capture growth opportunities as the market recovers. Overall, the dual focus on sustainability and operational performance has established a solid financial foundation and supports the Group's mid- to long-term growth momentum.

Financial Performance

In 2025, Giant Group reported consolidated revenue of NT$60.25 billion, representing a year-on-year decrease of 15.5%. Gross margin rate improved to 19.8%, compared to 19.0% in 2024, primarily driven by the launch of higher-margin new products, which offset the impact of discounting to clear aging inventory. Operating expenses were primarily attributable to investments in research and development and digital capability enhancements. As a result of the decline in revenue, the operating expense ratio increased to 18.0%, compared to 16.4% in 2024, leading to a decrease in operating profit to NT$1.08 billion, down 41.8% year-on-year. Profit before tax amounted to NT$1.38 billion, representing a year-on-year decrease of 41.3%. Net income after tax totaled NT$0.72 billion, a decrease of 42.8% year-on-year. The higher effective tax rate was primarily attributable to the conservative recognition of deferred tax assets and the impact of OECD Pillar Two regulations. Earnings per share (EPS) for the year was NT$1.84.

Technology Development

The Group continues to place innovative technology at the core of its product development, as demonstrated by the design and engineering advancements in its flagship products. In 2025, the Group launched the Anthem XC mountain bike series, co-developed with world champion Alan Hatherly. The new model features an all-new frame design and manufacturing process, together with an upgraded FlexPoint Pro suspension system, which significantly reduces deformation in the rear triangle under load. This advancement results in the lightest cross-country race bike in the Group's history.

Beyond elite racing technologies, the Group has also extended its research and development capabilities to the youth segment with the launch of the groundbreaking Seek youth road bike. As the first drop-bar road bike specifically designed for young riders, the Seek weighs only 7.4 kg and incorporates the racing DNA of performance road bikes, while featuring geometry tailored to the physique of youth riders. This product not only addresses a gap in the market but also received the TAIPEI CYCLE d&i Awards 2026, demonstrating the Group's strengths in innovative research and development, proprietary geometry design, and quality control.

4


In electric system technology, the Group completed a comprehensive upgrade of its E+ System in 2025. Through the Smart Gateway 2.0 platform, the system introduces a new consumer-oriented user interface and user experience (UI/UX) design and integrates Aegis safety technologies, including electronic locking, tire pressure monitoring, rear radar detection, and Apple Find My tracking. These enhancements further improve the intelligence and safety of electric bicycles.

Amid the rapid growth in urban micro-mobility demand, the Vida E+ project continues to serve as a key technological foundation for the Group's next-generation mobility platform. By integrating bicycle structural engineering, electric system integration, and safety compliance capabilities, the platform delivers efficient, safe, and practical urban electric mobility solutions. The latest generation of Vida E+ introduces a throttle-assist function to enhance convenience and riding comfort in urban environments, while optimizing power control and system stability, and improving the overall user experience for commuting and everyday cargo applications.

Brand Development and Marketing

The Group operates four major product brands, Giant, Liv, Momentum, and CADEX, each catering to distinct customer segments with dedicated bicycle products and services. In 2025, the Group ranked No. 9 in the Taiwan Global Brand Survey, with a brand value of US$614 million. The Group has been recognized among Taiwan's Top 10 Global Brands for 17 consecutive years and remains the most valuable brand in the health and fitness industry, maintaining its leadership position while demonstrating strong brand resilience and adaptability to changing market conditions.

The Group continues to actively support pro teams and elite athletes through its Giant, Liv, and CADEX brands, achieving strong results in international competitions in 2025. In the men's Tour de France, Team Jayco AlUla, sponsored by the Group, delivered an outstanding performance. Ben O'Connor, riding a Giant Propel equipped with CADEX wheels, won Stage 18, also known as the Queen Stage of the 2025 Tour. In the women's race, Mavi García of Team Liv AlUla Jayco, riding the Langma, secured the team's first stage victory at the Tour de France Femmes, marking a significant milestone.

The Group also achieved notable success in off-road racing. Alan Hatherly of the Giant Factory Off-Road Team, riding the Anthem, claimed the XCO World Championship title and won the UCI World Cup in Lenzerheide, demonstrating the product's reliability under high-intensity competitive conditions. The strong performances of elite athletes on the global stage have enhanced brand visibility and further underscored the performance and global positioning of the Group's proprietary brands.

Corporate Development and Future Outlook


The Group has established one of the most comprehensive global supply chain networks in the industry and maintains the flexibility to adapt to increasing localization trends worldwide. It continues to enhance the overall value-added capabilities of its manufacturing sites. Guided by the 3S principles, Strategy, Service, and Support, the Group supports its sales companies in achieving growth while strengthening engagement and alignment with consumers and dealers. The global bicycle industry continues to demonstrate strong long-term growth fundamentals and is expected to gradually regain growth momentum. Looking ahead to 2026, the global bicycle market remains in the early stages of demand recovery. The Group will continue to drive product innovation and expand its global market presence, while strengthening supply chain efficiency and operational management to support its long-term development. It aims to gradually restore growth momentum and enhance its competitiveness as the market recovers.

Chairperson: Young Liu
CEO: Phoebe Liu
Accounting Manager: Chiao-Li Pan

6


Item 2 Audit Committee's report

Please refer to Attachment 1 on page 11 of this handbook.

Item 3 Appropriation of remuneration to directors and compensation to employees in 2025

Explanation:
1. Pursuant to Article 27 of the Articles of Incorporation on the appropriation of remuneration to directors and compensation to employees, when the Company makes a profit for the year, the compensation to employees shall be 6% to 12% of the balance and the remuneration to the directors shall not be higher than 2% of the balance, and no less than 30% of employee compensation shall be allocated for the distribution of compensation to entry-level employees.
2. The Board of Directors approved employee compensation of NT$66,473,092, representing 7.1% of the profit, of which NT$56,232,530 (accounting for 84.59%) is designated as compensation for entry-level employees. Director remuneration was approved at NT$18,733,930, representing 2.0% of the profit. Both employee compensation and director remuneration will be distributed in cash.

Ratification Items

Item 1
(Proposed by the Board of Directors)

Subject: To accept the 2025 financial statements

Explanation: The 2025 business report and financial statements were audited by Deloitte & Touche, Ting-Chien, Su and Shu-Chin Chiang, and reviewed by audit committee. Please accept the above-mentioned financial statements. Please refer to Attachment 2 on page 12 to 31 of this meeting agenda for the financial statements.

Resolution:


Item 2

(Proposed by the Board of Directors)

Subject: To accept the distribution of 2025 earnings

Explanation: 1. For the year of 2025, the profit before tax was NT$ 851,489 thousand. The estimated income tax is NT$ 128,160 thousand. The net profit after tax was NT$ 723,329 thousand.

  1. It is proposed that each common stock shareholder will be entitled to receive a cash dividend of NT$ 1.8 per share. Cash dividends to be paid are rounded to the nearest dollar. Each shareholder's cash dividend shall be issued to the rounded-down full NT dollar (fractional amount will be other income of the company). After approval of annual general meeting, the Chairperson is authorized to announce ex-dividend base day, date for distribution and all other necessary measures. (Please refer to the following distribution table.)

Giant Manufacturing Co., Ltd.

2025 Earning Distribution Table

Total (In New Taiwan Dollars)
Unappropriated earnings, beginning balance $ 17,196,875,719
Net income of 2025 723,329,477
Remeasurement of defined benefit plan recognized in retained earnings directly 3,482,581
Adjusted net income 726,812,058
Appropriation of Legal reserve (Note 1) (72,681,206)
Appropriation of special reserves according to Securities and Exchange Act (Note 2) 402,758,581
Distributable earnings for 2025 1,056,889,433
Total unappropriated earnings 18,253,765,152
Distribution items:
Cash dividends to shareholders- NT$ 1.8 per share (705,717,711)
Unappropriated earnings, ending balance $ 17,548,047,441

(Note 1) Although the accumulated legal reserve has amounted to the aggregate par value of our outstanding share capital, the company chooses to set aside continuously.

(Note 2) The reversal was due to the decrease of deficit under other equity items. Please refer to the parent-only financial statement.

(Note) In the event that subsequent changes to the number of shares outstanding — arising from share buybacks, transfers of treasury shares, or the exercise of employee stock options — require adjustments to the dividend payout, the Chairperson is authorized to finalize and determine all related arrangements.

Chairperson: Young Liu

CEO: Phoebe Liu

Accounting Manager: Chiao-Li Pan

Resolution:


9

Discussion and Election Items

Item 1
(Proposed by the Board of Directors)

Subject: To amend the Articles of Incorporation

Explanation:
1. In compliance with the amendments to certain provisions of the Guidelines for the Establishment of the Board of Directors and the Exercise of Its Powers by Listed Companies' issued by the Taiwan Stock Exchange Corporation (TWSE) that independent directors shall represent no less than one-third of board seats and to align with the company's practical operations, it is proposed to amend Article 18 of the Articles of Incorporation to increase the number of directors from 9–11 to 9–13.
2. Please refer to page 32 of the handbook for the Comparison Table of Amendments to Articles of Incorporation

Resolution:

Extempore Motions

Meeting Adjourned


10

Details on Shareholdings of All Directors

  1. The table below lists the shareholdings of all directors and supervisors on the register of shareholders as of the book closure date (April 20, 2026).
Title Minimum shareholdings required Shareholdings on the register of shareholders
Directors 15,682,615 67,030,472
  1. Details on Shareholdings of All Directors on the Register of Shareholders

As of the Book Closure Date (April 20, 2026)

Title Name Shareholding
Chairperson LIU, YUON-CHAN (Young Liu) 16,296,026
Director LIU, SU-CHUAN (Phoebe Liu) 5,685,724
Director THO, TU HSIU-CHEN (Bonnie Tu) 15,690,668
Director Kinabalu Holding Company 18,238,183
Director Yuan Hsin Investment 4,632,863
Director CHIU, TA-PENG 3,408,751
Director YANG, MENG-HSUEH (Marcel Yang) 2,007,000
Director CHIU, TA-WEI 1,071,257
Independent Director HO, CHUN-SHENG 0
Independent Director TSOU, KAI-LIEN (Rose Tsou) 0
Independent Director CHANG, CHI-WEN (Dora Chang) 0

Attachment 1

Audit Committee's Report

The Board of Directors has prepared the business report, parent company only and consolidated financial statements and earning distribution for the year ended December 31, 2025. Deloitte & Touche were retained by the Board to audit the parent company only and consolidated financial statements and they have issued an audit report.

The above-mentioned business report, parent company only and consolidated financial statements and earning distribution have been reviewed and determined to be in compliance with the Company Act and other relevant laws and regulations by the audit committee of Giant Manufacturing Co., Ltd. We hereby submit this report in accordance with relevant requirements of the Securities and Exchange Act and the Company Law.

Giant Manufacturing Co., Ltd.

Chairperson of the Audit Committee

March 27, 2026


12

Attachment 2

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders
Giant Manufacturing Co., Ltd.

Opinion

We have audited the accompanying consolidated financial statements of Giant Manufacturing Co., Ltd. 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 notes to the consolidated financial statements, including material accounting policy information (collectively referred to as the "consolidated financial statements").

In our opinion, based on our audits and the reports of other auditors (refer to the other matter paragraph), 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 based on our audits and the reports of other auditors.

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 Group's consolidated financial statements for the year ended December 31, 2025 is stated as follows:

Authenticity of sales revenue from major customers

The Group's sales revenue from major customers was significant to the Group's consolidated net sales


revenue for the year ended December 31, 2025. Since sales revenue was relatively concentrated on major customers, we identified the authenticity of sales revenue from major customers as a key audit matter. The accounting policy on the revenue recognition is disclosed in Note 4 to the consolidated financial statements.

The main audit procedures that we performed in respect of sales revenue from major customers included the following:

  1. We obtained an understanding of the related internal controls on revenue recognition and the appropriateness of the design and implementation of the relevant controls.
  2. We sampled the transaction documents of sales revenue from major customers, including sales orders, shipping documents and receipts of payments, and we confirmed the authenticity of revenue recognition.
  3. We reviewed the significant sales returns and discounts recorded after the year and confirmed that they did occur after the balance sheet date.

Other Matter

We did not audit the financial statements of Microprogram Information Co., Ltd. ("Microprogram"), an investee accounted for by using the equity method, for the years ended December 31, 2025 and 2023, but such statements were audited by other auditors. Our opinion, insofar as it relates to the amounts included in the Group's consolidated financial statements for this investee, is based solely on the reports of other auditors. The aforementioned investments accounted for using the equity method were $207,597 thousand and $181,623 thousand, respectively, representing 0.3% and 0.2% of the Group's consolidated assets as of December 31, 2025 and 2024, respectively. The comprehensive income of the investee was $4,457 thousand and $32,221 thousand, respectively, representing 0.4% and 1.4% of the Group's consolidated comprehensive income for the years ended December 31, 2025 and 2024, respectively.

We have also audited the parent company only financial statements of the Company as of and for the years ended December 31, 2025 and 2024 on which we have issued an unmodified opinion with other matter paragraph.

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.

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:

  1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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

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

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our 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.

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

  6. Obtain sufficient 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.

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.

14


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

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

The engagement partners on the audits resulting in this independent auditors' report are Ting-Chien Su and Shu-Chin Chiang.

Deloitte & Touche
Taipei, Taiwan
Republic of China

March 27, 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.

15


GIANT MANUFACTURING 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 and cash equivalents (Notes 4 and 6) $ 12,298,072 18 $ 13,998,819 18
Financial assets at fair value through profit or loss - current (Notes 4 and 7) - - 50 -
Financial assets at amortized cost - current (Notes 4, 9 and 32) 722,948 1 220,139 -
Notes receivable (Notes 4, 10 and 24) 254,129 - 109,018 -
Accounts receivable (Notes 4, 10, 24 and 32) 9,189,673 13 10,694,425 14
Other receivables (Notes 10 and 31) 337,536 - 165,310 -
Current tax assets (Notes 4 and 26) 581,713 1 331,110 1
Inventories (Notes 4 and 11) 20,241,818 29 26,290,073 33
Other current assets (Note 4, 14 and 24) 1,997,486 3 2,612,266 3
Total current assets 45,623,375 65 54,421,210 69
NON-CURRENT ASSETS
Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 8) 27,919 - 30,005 -
Financial assets at amortized cost - non-current (Notes 4 and 9) 3,773,280 6 3,963,915 5
Investments accounted for using the equity method (Notes 4 and 13) 222,969 - 193,990 -
Property, plant and equipment (Notes 4, 15 and 31) 12,348,298 18 12,684,570 16
Right-of-use assets (Notes 4 and 16) 3,130,007 5 3,432,830 4
Goodwill (Note 4) 75,792 - 70,288 -
Other intangible assets (Notes 4 and 17) 850,358 1 849,836 1
Deferred tax assets (Notes 4 and 26) 2,951,171 4 2,854,118 4
Prepayments for equipment 521,729 1 355,444 1
Net defined benefit assets - non-current (Notes 4 and 22) 112,234 - 75,306 -
Other non-current assets 110,955 - 102,654 -
Total non-current assets 24,124,712 35 24,612,956 31
TOTAL $ 69,748,087 100 $ 79,034,166 100
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term bank loans (Note 18 and 32) $ 7,370,538 10 $ 13,410,792 17
Financial liabilities at fair value through profit or loss - current (Notes 4 and 7) 144,265 - 49,445 -
Notes payable 1,355,008 2 1,340,986 2
Accounts payable (Note 31) 4,092,096 6 4,401,458 6
Other payables (Notes 20 and 31) 8,864,596 13 9,094,500 11
Current tax liabilities (Notes 4 and 26) 397,383 1 683,099 1
Provisions - current (Notes 4 and 21) 370,853 - 334,053 -
Lease liabilities - current (Notes 4 and 16) 571,412 1 626,222 1
Current portion of long-term borrowings and bonds payable (Notes 18 and 19) 854,357 1 4,368,836 6
Other current liabilities (Note 24) 654,654 1 734,002 1
Total current liabilities 24,675,162 35 35,043,393 45
NON-CURRENT LIABILITIES
Long-term bank loans (Note 18) 3,745,782 6 3,022,870 4
Deferred tax liabilities (Notes 4 and 26) 2,235,077 3 2,034,896 3
Lease liabilities - non-current (Notes 4 and 16) 1,058,917 2 1,182,831 1
Deferred revenue - non-current (Notes 4 and 28) 909,331 1 916,396 1
Other non-current liabilities (Notes 4 and 21) 106,806 - 96,231 -
Total non-current liabilities 8,055,913 12 7,253,224 9
Total liabilities 32,731,075 47 42,296,617 54
EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY
Ordinary shares 3,920,654 5 3,920,646 5
Capital surplus 4,806,157 7 4,766,678 6
Retained earnings
Legal reserve 7,008,728 10 6,876,907 9
Special reserve 1,308,238 2 1,984,825 2
Unappropriated earnings 17,923,688 26 17,514,653 22
Other equity (905,479) (1) (1,308,238) (2)
Total equity attributable to owners of the Company 34,061,986 49 33,755,471 42
NON-CONTROLLING INTERESTS 2,955,026 4 2,982,078 4
Total equity 37,017,012 53 36,737,549 46
TOTAL $ 69,748,087 100 $ 79,034,166 100

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


GIANT MANUFACTURING 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 %
NET SALES REVENUE (Notes 4, 24 and 31) $ 60,253,963 100 $ 71,278,772 100
COST OF GOODS SOLD (Notes 11, 25 and 31) 48,316,713 80 57,744,734 81
GROSS PROFIT 11,937,250 20 13,534,038 19
OPERATING EXPENSES (Notes 25 and 31)
Selling and marketing expenses 7,595,163 13 7,752,287 11
General and administrative expenses 2,036,124 3 2,500,611 4
Research and development expenses 1,323,968 2 1,424,074 2
Expected credit loss (reversed) (Notes 4 and 10) (99,159) - (1,419) -
Total operating expenses 10,856,096 18 11,675,553 16
PROFIT FROM OPERATIONS 1,081,154 2 1,858,485 3
NON-OPERATING INCOME AND EXPENSES
Finance costs (Note 25) (659,092) (1) (1,087,640) (1)
Share of profit of associates accounted for using the equity method (Note 13) 7,730 - 29,604 -
Interest income 367,168 - 644,199 1
Other income (Notes 25, 28 and 31) 520,264 1 661,264 1
Other gains and losses (Notes 15,19 and 25) 67,224 - 251,110 -
Total non-operating income and expenses 303,294 - 498,537 -
PROFIT BEFORE INCOME TAX 1,384,448 2 2,357,022 3
INCOME TAX EXPENSE (Notes 4 and 26) 518,046 1 876,918 1
NET PROFIT FOR THE YEAR 866,402 1 1,480,104 2
OTHER COMPREHENSIVE INCOME (LOSS) (Note 4)
Items that will not be reclassified subsequently to profit or loss:
Remeasurement of defined benefit plans (Note 22) 4,353 - 67,741 -
Unrealized gain or loss on investments in equity instruments at fair value through other comprehensive income (2,086) - 6,568 -
Share of the other comprehensive income of associates accounted for using the equity method (322) - 682 -
Income tax related to items that will not be reclassified subsequently to profit or loss (Note 26) (871) - (13,548) -
1,074 - 61,443 -

Items that may be reclassified subsequently to profit or loss:

(Continued)


GIANT MANUFACTURING 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 %
Exchange differences on translation of the financial statements of foreign operations $ 468,094 1 $ 958,622 1
Share of the other comprehensive income (loss) of associates accounted for using the equity method (87) - 622 -
Income tax related to items that may be reclassified subsequently to profit or loss (Note 26) (101,313) - (167,933) -
366,694 1 791,311 1
Other comprehensive income (loss) for the year, net of income tax 367,768 1 852,754 1
TOTAL COMPREHENSIVE INCOME FOR THE YEAR $ 1,234,170 2 $ 2,332,858 3
NET PROFIT ATTRIBUTABLE TO:
Owners of the Company $ 723,329 1 $ 1,264,013 2
Non-controlling interests 143,073 - 216,091 -
$ 866,402 1 $ 1,480,104 2
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO:
Owners of the Company $ 1,129,570 2 $ 1,994,808 3
Non-controlling interests 104,600 - 338,050 -
$ 1,234,170 2 $ 2,332,858 3
EARNINGS PER SHARE (Note 27)
Basic $ 1.84 $ 3.22
Diluted $ 1.84 $ 3.21

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

(Concluded)


GIANT MANUFACTURING CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

YEARS ENDED DECEMBER 31, 2025 AND 2024

(In Thousands of New Taiwan Dollars)

Equity Attributable to Owners of the Company (Note 23)
Ordinary Shares Capital Surplus Retained Earnings Other Equity Total Non-controlling Interests Total Equity
Legal Reserve Special Reserve Unappropriated Earnings Exchange Differences on Translation of the Financial Statements of Foreign Operations Unrealized Valuation Gain (Loss) on Financial Assets at Fair Value Through Other Comprehensive Income
BALANCE AT JANUARY 1, 2024 $ 3,920,646 $ 4,726,957 $ 6,531,622 $ 1,904,900 $ 18,581,965 $ (1,980,336) $ (4,489) $ 33,681,265 $ 2,644,028 $ 36,325,293
Appropriation of 2023 earnings
Legal reserve - - 345,285 - (345,285) - - - - -
Special reserve - - - 79,925 (79,925) - - - - -
Cash dividends distributed by the Company - - - - (1,960,323) - - (1,960,323) - (1,960,323)
Changes in equity of associates accounted for using the equity method - 39,721 - - - - - 39,721 - 39,721
Disposals of investments in equity instruments designated as at fair value through other comprehensive income - - - - 15 - (15) - - -
Net profit for the year ended December 31, 2024 - - - - 1,264,013 - - 1,264,013 216,091 1,480,104
Other comprehensive income (loss) for the year ended December 31, 2024, net of income tax - - - - 54,193 672,352 4,250 730,795 121,959 852,754
Total comprehensive income (loss) for the year ended December 31, 2024 - - - - 1,318,206 672,352 4,250 1,994,808 338,050 2,332,858
BALANCE AT DECEMBER 31, 2024 3,920,646 4,766,678 6,876,907 1,984,825 17,514,653 (1,307,984) (254) 33,755,471 2,982,078 36,737,549
Appropriation of 2024 earnings
Legal reserve - - 131,821 - (131,821) - - - - -
Special reserve - - - (676,587) 676,587 - - - - -
Cash dividends distributed by the Company - - - - (862,542) - - (862,542) - (862,542)
Changes in equity of associates accounted for using the equity method - 39,289 - - - - - 39,289 - 39,289
Convertible bonds converted to ordinary shares 8 190 - - - - - 198 - 198
Net profit for the year ended December 31, 2025 - - - - 723,329 - - 723,329 143,073 866,402
Other comprehensive income (loss) for the year ended December 31, 2025, net of income tax - - - - 3,482 405,167 (2,408) 406,241 (38,473) 367,768
Total comprehensive income (loss) for the year ended December 31, 2025 - - - - 726,811 405,167 (2,408) 1,129,570 104,600 1,234,170
Cash dividends distributed by subsidiaries - - - - - - - - (131,652) (131,652)
BALANCE AT DECEMBER 31, 2025 $ 3,920,654 $ 4,806,157 $ 7,008,728 $ 1,308,238 $ 17,923,688 $ (902,817) $ (2,662) $ 34,061,986 $ 2,955,026 $ 37,017,012

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


GIANT MANUFACTURING 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 $ 1,384,448 $ 2,357,022
Adjustments for:
Depreciation and amortization expenses 2,554,073 2,535,995
Expected credit loss recognized (reversed) (99,159) (1,419)
Valuation loss (gain) on financial assets and liabilities at fair value through profit or loss, net 90,885 137,698
Loss on financial liabilities at amortized cost 57,274 -
Finance costs 659,092 1,087,640
Interest income (367,168) (644,199)
Dividend income (49) (32)
Share of profit or loss of associates accounted for using the equity method (7,730) (29,604)
Loss on disposal of property, plant and equipment, net 11,729 13,458
Impairment loss recognized on property, plant and equipment 9,405 -
(Reversal of) Write-down of inventories (463,722) 1,914,374
Unrealized gain on foreign currency translation, net 59,425 (109,082)
Deferred revenue (51,648) (45,120)
Loss (gain) on lease modification 17 (1,928)
Net changes in operating assets and liabilities
Notes receivable (139,505) 18,592
Accounts receivable 2,909,330 1,048,520
Other receivables (31,735) 45,702
Inventories 7,137,635 7,319,551
Other current assets (493,482) (146,474)
Notes payable 9,769 (115,153)
Accounts payable (321,402) 401,710
Other payables (327,307) (150,495)
Provisions 42,407 (49,388)
Other current liabilities (87,857) 45,290
Net defined benefit assets/liabilities (32,575) (77,920)
Cash generated from operations 12,502,150 15,554,738
Interest received 239,904 693,239
Interest paid (587,793) (1,044,572)
Income tax paid (1,006,086) (3,054,032)
Net cash generated from operating activities 11,148,175 12,149,373
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of financial assets at fair value through other comprehensive income - 37,871
Purchase of financial assets at amortized cost (622,690) (4,663,438)
Proceeds from sale of financial assets at amortized cost 316,992 1,606,862
Purchase of financial assets at fair value through profit or loss (260,781) (89,991)

(Continued)


GIANT MANUFACTURING 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
Proceeds from sale of financial assets at fair value through profit or loss $ 313,404 $ -
Payment for property, plant and equipment (1,088,344) (1,061,617)
Proceeds from disposal of property, plant and equipment 82,960 102,103
Payment for intangible assets (172,948) (686,117)
Payments for right-of-use assets - (420,736)
Increase in other non-current assets (2,210) (3,512)
Increase in prepayments for equipment (542,350) (347,399)
Dividends received 17,821 8,918
Proceeds from government grants 17,719 57,188
Net cash used in investing activities (1,940,427) (5,459,868)
CASH FLOWS FROM FINANCING ACTIVITIES
Dividends paid to non-controlling interests (131,652) -
Decrease in short-term bank loans (6,422,281) (5,053,744)
Repayment of bonds payable (3,999,800) -
Proceeds from long-term bank loans 2,489,487 16,580
Repayments of long-term bank loans (1,402,996) (432,086)
Repayment of the principal portion of lease liabilities (501,044) (410,269)
Increase (decrease) in other non-current liabilities (193) 7,735
Dividends paid to owners of the Company (862,542) (1,960,323)
Net cash used in financing activities (10,831,021) (7,832,107)
EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH AND CASH EQUIVALENTS (77,474) 349,106
NET DECREASE IN CASH AND CASH EQUIVALENTS (1,700,747) (793,496)
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR 13,998,819 14,792,315
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR $12,298,072 $13,998,819

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


22

Parent only Financial Statements

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders
Giant Manufacturing Co., Ltd.

Opinion

We have audited the accompanying parent company only financial statements of Giant Manufacturing Co., Ltd. (the “Company”), which comprise the parent company only balance sheets as of December 31, 2025 and 2024, and the parent company only statements of comprehensive income, changes in equity and cash flows for the years then ended, and the 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, based on our audits and the reports of other auditors (please refer to the other matter paragraph), 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.

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 based on our audits and the reports of other auditors

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 Company’s parent company only financial statements for the year ended December 31, 2025 is stated as follows:

Authenticity of sales revenue from major customers

The Company’s sales revenue from major customers was significant to the Company’s net sales revenue for the year ended December 31, 2025. Since sales revenue was relatively concentrated on major customers, we identified the authenticity of sales revenue from major customers as a key audit matter. The accounting policy on the revenue recognition is disclosed in Note 4 to the financial statements.

The main audit procedures that we performed in respect of sales revenue from major customers included the following:

  1. We obtained an understanding of the related internal controls on revenue recognition and tested the operating effectiveness of the related controls.
  2. We sampled the transaction documents of sales revenue from major customers, including sales orders, shipping documents and receipts of payments, and we confirmed the authenticity of revenue recognition.
  3. We reviewed the significant sales returns and discounts recorded after the year and confirmed that they did occur after the balance sheet date.

Other Matter

We did not audit the financial statements of Microprogram Information Co., Ltd. (“Microprogram”), an investee accounted for by using the equity method, for the years ended December 31, 2025 and 2024, but such statements were audited by other auditors. Our opinion, insofar as it relates to the amounts included in the Company’s parent company only financial statements for this investee, is based solely on the reports of other auditors. The aforementioned investments accounted for using the equity method were $207,597 thousand and $181,623 thousand, respectively, representing 0.5% and 0.4% of the Company’s parent company only total assets as of December 31, 2025 and 2024, respectively. The comprehensive income of the investee was $4,457 thousand and $32,221 thousand, respectively, representing 0.4% and 1.6% of the Company’s parent company only total comprehensive income for the years ended December 31, 2025 and 2024, respectively.

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

Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and for such internal control as management determines is necessary to enable the preparation of the 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.

23


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:

  1. Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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

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

  4. Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the 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.

  5. 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.

  6. 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.

24


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

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

The engagement partners on the audits resulting in this independent auditors’ report are Ting Chien Su and Shu-Ching Chiang.

Deloitte & Touche
Taipei, Taiwan
Republic of China
March 27, 2026

Notice to Readers

The accompanying parent company only financial statements are intended only to present the parent company only 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.

25


GIANT MANUFACTURING CO., LTD.

PARENT COMPANY ONLY BALANCE SHEETS

DECEMBER 31, 2025 AND 2024

(In Thousands of New Taiwan Dollars)

2025 2024
ASSETS Amount % Amount %
CURRENT ASSETS
Cash and cash equivalents (Notes 4 and 6) $ 634,501 1 $ 5,499,995 12
Financial assets at fair value through profit or loss - current (Notes 4 and 7) - - 50 -
Financial assets at amortized cost - current (Notes 4, 9 and 31) 25,900 - - -
Accounts receivable from unrelated parties (Notes 4, 10 and 24) 698,637 2 866,707 2
Accounts receivable from related parties (Notes 4, 24 and 30) 1,696,213 4 2,038,680 4
Other receivables (Notes 10 and 30) 1,795,058 4 281,613 1
Current tax assets (Notes 4 and 26) 211,869 1 236,057 1
Inventories (Notes 4 and 11) 2,694,045 6 2,831,212 6
Other current assets (Note 13) 85,454 - 109,222 -
Total current assets 7,841,677 18 11,863,536 26
NON-CURRENT ASSETS
Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 8) 27,919 - 30,005 -
Investments accounted for using the equity method (Notes 4 and 12) 29,993,093 68 27,994,712 61
Property, plant and equipment (Notes 4 and 14) 3,532,863 8 3,784,209 8
Right-of-use assets (Notes 4 and 15) 295,296 1 259,245 1
Investment properties (Notes 4 and 16) 186,329 1 188,853 -
Other intangible assets (Notes 4, 17 and 30) 615,910 1 577,692 1
Deferred tax assets (Notes 4 and 26) 1,205,292 3 1,183,377 3
Prepayments for equipment 118,789 - 58,344 -
Net defined benefit assets - noncurrent (Notes 4 and 22) 110,595 - 73,258 -
Other non-current assets 10,860 - 12,375 -
Total non-current assets 36,096,946 82 34,162,070 74
TOTAL $ 43,938,623 100 $ 46,025,606 100
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term bank loans (Note 18) $ 602,128 2 $ - -
Financial liabilities at fair value through profit or loss - current (Notes 4 and 7) 144,265 - 49,445 -
Notes payable 537 - 636 -
Accounts payable from unrelated parties 1,317,289 3 1,499,997 3
Accounts payable from related parties (Note 30) 474,876 1 424,073 1
Other payables (Notes 20 and 30) 1,882,210 4 2,792,573 6
Current tax liabilities (Notes 4 and 26) 193,350 1 635,923 2
Provisions - current (Notes 4 and 21) 102,615 - 81,819 -
Lease liabilities - current (Notes 4 and 15) 7,763 - 6,702 -
Current portion of long-term bank loans and bonds payable (Notes 18 and 19) 852,035 2 4,219,264 9
Other current liabilities (Note 24) 87,783 - 82,194 -
Total current liabilities 5,664,851 13 9,792,626 21
NON-CURRENT LIABILITIES
Long-term bank loans (Notes 18) 2,189,137 5 629,810 1
Deferred tax liabilities (Notes 4 and 26) 1,694,412 4 1,567,397 4
Lease liabilities - non-current (Notes 4 and 15) 289,354 - 253,206 1
Deferred revenue - non-current (Notes 4 and 18) 15,735 - 27,096 -
Credit balance of investments accounted for using the equity method (Notes 4 and 12) 23,148 - - -
Total non-current liabilities 4,211,786 9 2,477,509 6
Total liabilities 9,876,637 22 12,270,135 27
EQUITY
Ordinary shares 3,920,654 9 3,920,646 9
Capital surplus 4,806,157 11 4,766,678 10
Retained earnings
Legal reserve 7,008,728 16 6,876,907 15
Special reserve 1,308,238 3 1,984,825 4
Unappropriated earnings 17,923,688 41 17,514,653 38
Other equity (905,479) (2) (1,308,238) (3)
Total equity 34,061,986 78 33,755,471 73
TOTAL $ 43,938,623 100 $ 46,025,606 100

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


GIANT MANUFACTURING CO., LTD.

PARENT COMPANY ONLY 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 %
NET SALES REVENUE (Notes 4, 24 and 30) $ 13,542,323 100 $ 15,081,204 100
COST OF GOODS SOLD (Notes 11, 25 and 30) 12,832,012 95 14,947,979 99
GROSS PROFIT 710,311 5 133,225 1
REALIZED (UNREALIZED) GAIN ON TRANSACTIONS WITH SUBSIDIARIES 726,074 5 859,037 6
REALIZED GROSS PROFIT 1,436,385 10 992,262 7
OPERATING EXPENSES (Notes 25 and 30)
Selling and marketing expenses 806,967 6 762,891 5
General and administrative expenses 1,058,211 8 914,887 6
Research and development expenses 522,979 4 585,555 4
Expected credit loss (reversed) (Notes 4 and 10) (196,361) (2) (181,505) (1)
Total operating expenses 2,191,796 16 2,081,828 14
LOSS FROM OPERATIONS (755,411) (6) (1,089,566) (7)
NON-OPERATING INCOME AND EXPENSES
Loss on financial liabilities at amortized cost (Note 19) (57,274) - - -
Finance costs (Note 25) (119,048) (1) (92,652) (1)
Share of profit of subsidiaries and associates accounted for using the equity method (Note 12) 1,346,833 10 2,192,314 14
Interest income (Note 30) 114,179 1 296,886 2
Royalty income (Note 30) 167,795 1 324,378 2
Other income (Notes 16, 18 and 30) 125,107 1 146,612 1
Foreign exchange gain, net 134,077 1 395,575 3
Other expenses (Note 16) (13,884) - (4,416) -
Valuation gain (loss) on financial assets and liabilities at fair value through profit or loss (90,885) (1) (143,075) (1)
Total non-operating income and expenses 1,606,900 12 3,115,622 20
PROFIT BEFORE INCOME TAX 851,489 6 2,026,056 13
INCOME TAX EXPENSE (Notes 4 and 26) 128,160 1 762,043 5
NET PROFIT FOR THE YEAR 723,329 5 1,264,013 8
OTHER COMPREHENSIVE INCOME (LOSS) (Note 4)
Items that will not be reclassified subsequently to profit or loss:
Remeasurement of defined benefit plans (Note 22) 4,790 - 66,730 -
(Continued)

27


GIANT MANUFACTURING CO., LTD.

PARENT COMPANY ONLY 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 %
Unrealized loss on investments in equity instruments at fair value through other comprehensive income $ (2,086) - $ (860) -
Share of the other comprehensive income (loss) of subsidiaries and associates accounted for using the equity method (672) - 5,919 -
Income tax related to items that will not be reclassified subsequently to profit or loss (Note 26) (958) - (13,346) -
1,074 - 58,443 -
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translation of the financial statements of foreign operations 506,567 4 839,663 6
Share of the other comprehensive income (loss) of subsidiaries and associates accounted for using the equity method (87) - 622 -
Income tax related to items that may be reclassified subsequently to profit or loss (Note 26) (101,313) (1) (167,933) (1)
405,167 3 672,352 5
Other comprehensive income (loss) for the year, net of income tax 406,241 3 730,795 5
TOTAL COMPREHENSIVE INCOME FOR THE YEAR $ 1,129,570 8 $ 1,994,808 13
EARNINGS PER SHARE (Note 27)
Basic $ 1.84 $ 3.22
Diluted $ 1.84 $ 3.21

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

(Concluded)


GIANT MANUFACTURING CO., LTD.

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

(In Thousands of New Taiwan Dollars)

Ordinary Shares (Note 23) Capital Surplus (Notes 12 and 23) Retained Earnings (Note 23) Other Equity Total Equity
Legal Reserve Special Reserve Unappropriated Earnings Exchange Differences on Translation of the Financial Statements of Foreign Operations Unrealized Valuation Gain (Loss) on Financial Assets at Fair Value Through Other Comprehensive Income
BALANCE AT JANUARY 1, 2024 $ 3,920,646 $ 4,726,957 $ 6,531,622 $ 1,904,900 $ 18,581,965 $ (1,980,336) $ (4,489) $ 33,681,265
Appropriation of 2023 earnings
Legal reserve - - 345,285 - (345,285) - - -
Special reserve - - - 79,925 (79,925) - - -
Cash dividends - - - - (1,960,323) - - (1,960,323)
Changes in equity of associates accounted for using equity method - 39,721 - - - - - 39,721
Associates disposed of the investments in equity instruments designated as at fair value through other comprehensive income - - - - 15 - (15) -
Net profit for the year ended December 31, 2024 - - - - 1,264,013 - - 1,264,013
Other comprehensive income (loss) for the year ended December 31, 2024, net of income tax - - - - 54,193 672,352 4,250 730,795
Total comprehensive income (loss) for the year ended December 31, 2024 - - - - 1,318,206 672,352 4,250 1,994,808
BALANCE AT DECEMBER 31, 2024 3,920,646 4,766,678 6,876,907 1,984,825 17,514,653 (1,307,984) (254) 33,755,471
Appropriation of 2024 earnings
Legal reserve - - 131,821 - (131,821) - - -
Special reserve - - - (676,587) 676,587 - - -
Cash dividends - - - - (862,542) - - (862,542)
Changes in equity of associates accounted for using equity method - 39,289 - - - - - 39,289
Convertible bonds converted to ordinary shares 8 190 - - - - - 198
Net profit for the year ended December 31, 2025 - - - - 723,329 - - 723,329
Other comprehensive income (loss) for the year ended December 31, 2025, net of income tax - - - - 3,482 405,167 (2,408) 406,241
Total comprehensive income (loss) for the year ended December 31, 2025 - - - - 726,811 405,167 (2,408) 1,129,570
BALANCE AT DECEMBER 31, 2025 $ 3,920,654 $ 4,806,157 $ 7,008,728 $ 1,308,238 $ 17,923,688 $ (902,817) $ (2,662) $ 34,061,986

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


GIANT MANUFACTURING CO., LTD.

PARENT COMPANY ONLY 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 $ 851,489 $ 2,026,056
Adjustments for:
Depreciation and amortization expenses 665,457 709,830
Expected credit loss recognized (reversed) (196,361) (181,505)
Valuation loss (gain) on financial assets and liabilities at fair value through profit or loss, net 90,885 143,075
Loss on financial liabilities at amortized cost 57,274 -
Finance costs 119,048 92,652
Interest income (114,179) (296,886)
Dividend income (49) (32)
Share of profit of subsidiaries and associates accounted for using the equity method (1,346,833) (2,192,314)
Loss on disposal of property, plant and equipment, net 256 776
(Reversal of) Write-down of inventories (34,925) 224,495
Unrealized gain on transactions with subsidiaries (726,074) (859,037)
Unrealized gain on foreign currency exchange, net (136,275) (150,619)
Reversal of provisions 20,796 (30,623)
Gain on lease modification - (1,767)
Net changes in operating assets and liabilities
Accounts receivable 727,642 3,763,179
Other receivables 128,327 72,128
Inventories 172,092 1,153,233
Other current assets 23,768 110,817
Notes payable (99) 636
Accounts payable (137,013) 102,937
Other payables (988,640) 373,463
Other current liabilities 5,474 (87,993)
Net defined benefit assets/liabilities (32,547) (10,180)
Cash generated from operations (850,487) 4,962,321
Interest received 66,383 331,257
Interest paid (46,461) (39,210)
Income tax paid (543,715) (2,059,346)
Net cash generated from operating activities (1,374,280) 3,195,022
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of financial assets at fair value through profit or loss (44,141) (95,368)
Proceeds from sale of financial assets at fair value through profit or loss 100,551 -
Purchase of financial assets at amortized cost (25,900) -
Acquisition of investments accounted for using the equity method - (4,830)
(Continued)

GIANT MANUFACTURING CO., LTD.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

(In Thousands of New Taiwan Dollars)

2025 2024
Payments for property, plant and equipment $ (59,239) $ (84,715)
Proceeds from disposal of property, plant and equipment 1,972 -
Increase in other receivable from related parties (1,673,480) (200,000)
Decrease in other receivables from related parties 200,000 4,122,868
Payments for intangible assets (118,992) (505,345)
Decrease in other non-current assets 1,514 1,811
Increase in prepayments for equipment (290,017) (192,108)
Dividends received from subsidiaries 731,652 4,268,689
Other dividends received 49 32
Net cash generated (used in) from investing activities (1,176,031) 7,311,034
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in short-term bank loans 702,128 500,000
Decrease in short-term bank loans (100,000) (3,800,000)
Repayment of bonds payable (3,999,800) -
Proceeds from long-term bank loans 2,400,000 -
Repayments of long-term bank loans (354,119) (370,057)
Repayment of the principal portion of lease liabilities (11,969) (10,952)
Dividends paid to owners of the Company (862,542) (1,960,323)
Acquisition of additional interests in subsidiary (88,881) (96,990)
Net cash used in financing activities (2,315,183) (5,738,322)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (4,865,494) 4,767,734
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR 5,499,995 732,261
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR $ 634,501 $ 5,499,995

The accompanying notes are an integral part of the parent company only financial statements.(Concluded)


Attachment 3

Giant Manufacturing Co., Ltd.

Comparison Table of Amendments to Articles of Incorporation

After the Amendment Before the Amendment Reasons
Article 18 The Company shall have 9 to 13 directors. Directors shall be elected by adopting candidates nomination system and elected by the shareholders meeting to serve a term of three years. According to relevant laws and regulations, the directors may be eligible for re-election. The distribution plan shall be resolved by the Board and reported to the shareholders' meeting. Article 18 The Company shall have 9 to 11 directors. Directors shall be elected by adopting candidates nomination system and elected by the shareholders meeting to serve a term of three years. According to relevant laws and regulations, the directors may be eligible for re-election. In accordance with the requirement that independent directors shall represent no less than one-third of board seats and to align with the company's practical operations.
Article 31 The Articles of Incorporation was established after approval of all promoters on October 13, 1972. (Omitted)
The forty-third amendment was made on June 21, 2019.
The forty-fourth amendment was made on June 19, 2020.
The forty-fifth amendment was made on July 8, 2021.
The forty-sixth amendment was made on June 23, 2022.
The forty-seventh amendment was made on June 23, 2025.
The forty-eighth amendment was made on June 18, 2026. Article 31 The Articles of Incorporation was established after approval of all promoters on October 13, 1972. (Omitted)
The forty-third amendment was made on June 21, 2019.
The forty-fourth amendment was made on June 19, 2020.
The forty-fifth amendment was made on July 8, 2021.
The forty-sixth amendment was made on June 23, 2022.
The forty-seventh amendment was made on June 23, 2025. To add the amendment date

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33

Appendix I Articles of Incorporation

Giant Manufacturing Co., Ltd.

Articles of Incorporation

Chapter I General Provisions

Article 1 The Company is incorporated as a company limited by shares in accordance with the Company Act and named Giant Manufacturing Co., Ltd. in the English language.

Article 2 The Company engages in the following business:

The Company invests and engages in the research, design, development, manufacturing and sales of the following products:

Research, development and provision of technical service for the integration of key components and parts associated with bicycles.

Business categories and codes of the aforementioned products are as follows:

  1. I501010 Product Designing
  2. F401021 Restrained Telecom Radio Frequency Equipments and Materials Import Business below can only be conducted outside the Science Park
  3. CA04010 Metal Surface Treating
  4. CB01010 Machinery and Equipment Manufacturing
  5. CB01990 Other Machinery Manufacturing Not Elsewhere Classified
  6. CC01010 Electric Power Supply, Electric Transmission and Power Distribution Machinery Manufacturing
  7. CD01010 Ship and Parts Manufacturing
  8. CD01030 Automobiles and Parts Manufacturing
  9. CD01040 Motor Vehicles and Parts Manufacturing
  10. CD01050 Bicycles and Parts Manufacturing
  11. CD01060 Aircraft and Parts Manufacturing
  12. CF01011 Medical Materials and Equipment Manufacturing
  13. CH01010 Sporting and Athletic Articles Manufacturing
  14. F109070 Wholesale of Stationery Articles, Musical Instruments and Educational Entertainment Articles
  15. F114040 Wholesale of Bicycle Parts and Supplies
  16. F209060 Retail Sale of Stationery Articles, Musical Instruments and Educational Entertainment Articles
  17. F214040 Retail Sale of Bicycles and Parts
  18. F401010 International Trade
  19. JA02030 Bicycle Repair Shops
  20. F108031 Wholesale of Drugs, Medical Goods
  21. F208031 Retail Sale of Medical Equipments
  22. F113070 Wholesale of Telecom Instruments
  23. C302010 Knit Fabric Mills
  24. C303010 Non-woven Fabrics Mills
  25. C801100 Synthetic Resin & Plastic Manufacturing
  26. C901020 Glass and Glass Made Products Manufacturing
  27. C901060 Refractory Materials Manufacturing
  28. F207200 Retail Sale of Chemistry Raw Material
  29. F107200 Wholesale of Chemistry Raw Material
  30. G801010 Warehousing and Storage
  31. IZ06010 Cargoes Packaging
  32. ZZ99999 other businesses which are not prohibited or restricted by the laws, in addition to business approved.

Article 3 The Company may provide endorsement and guarantee for the outside parties upon


resolution of the Board of Directors.

Article 3-1 The total reinvestment of the Company shall not be limited to less than forty percent of paid-up capital.

Article 4 The Company has its head office in Central Taiwan Science Park. The Company may, if necessary, set up branch offices domestically and abroad upon resolution of the Board of Directors and approval of competent authority.

Article 5 The way to make announcement is accordance with the Article 28 of Company Act.

Chapter II Shares

Article 6 The total amount of authorized capital stock of the Company is NT$4,950,000,000, which is divided into 495,000,000 shares at a par value of NT$10 each. The Board of Directors is authorized to issue the unissued shares by multiple installments.

Article 7 The shares of the Company shall be name-bearing certificates. They are issued after signed and sealed by Directors representing the Company and certified by the bank which is competent to certify shares under the laws. The shares issued by the Company are exempted from printing, however, they shall be registered in the central securities depository.

Article 8 Shareholders shall provide their names, addresses, and specimens of their personal seals to the Company for record. The same shall also be provided upon variation of any of the above details. Where any personal seals of the shareholders are lost, it is needed to be handled in accordance with the Regulations Governing the Administration of Shareholder Services of Public Companies promulgated by the competent authority.

Article 9 Upon transfer of shares, the transferor and transferee shall complete an application for registration of the transfer and affix their personal seals on the application. The application, together with other documents evidencing the transfer, shall be submitted to the Company for the purpose of registration of the transfer. The transferee shall not have a right of action against the Company with respect to matters associated with or arising from the transfer if the name of the transferee is not recorded on the share certificates and the name and address of the transferee are not entered onto the register of shareholders of the Company.

Article 10 The Company's affairs concerning shareholder services need to be handled in accordance with relevant laws or regulations,

Article 11 The transfer of shares shall be suspended sixty days before the general meeting of shareholders is held, thirty days before the special meeting of shareholders is held or five days before the base date on which the Company decides to distribute the dividend and bonus or other benefits.

Chapter III Shareholders' Meeting

Article 12 The shareholders' meeting of the Company shall be classified into the following two types:

  1. The general meeting shall be annually convened within six months from the end of each fiscal year.
  2. The special meeting shall be convened in accordance with the relevant laws and regulations, whenever is necessary.

The Company's shareholders' meeting may be convened virtually or in other ways announced by the central competent authorities.

Article 13 Shareholders who are unable to attend the shareholders' meeting may designate a proxy to attend the shareholders' meeting with a power of attorney. A shareholder may only execute one power of attorney and appoint one proxy only, and shall serve such written proxy to the company no later than 5 days prior to the meeting date of the shareholders' meeting. Except for trust enterprises or stock agencies approved by the competent authority, when a person who acts as the proxy for two or more shareholders, the number of voting power represented by him/her shall not exceed $3\%$ of the total number of voting

34


shares of the company, otherwise, the portion of excessive voting power shall not be counted. The affairs related to the proxies shall be in accordance with the Regulations Governing the Use of Proxies for Attendance at Shareholders’ Meeting of Public Companies.

Article 14 The Chairperson of the Board of Directors shall preside at the shareholders’ meeting if the meeting is convened by the Board. When the Chairperson is on leave or unable to exercise power, the person who may preside the meeting shall be determined in accordance with Article 208 of the Company Act. If the shareholders’ meeting is convened by a person entitled to convene the meeting, the person shall preside at the meeting. When there are two or more persons entitled to convene, they shall elect a person from among themselves to preside at the meeting.

Article 15 Shareholders are entitled to one vote for each share held. However, this shall not apply to circumstances restricted by laws and regulations nor shares with no voting rights.

Article 16 The resolutions of shareholders’ meeting, unless otherwise provided by the Company Act, shall be passed, at a meeting attended by shareholders holding at least 50% of the issued capital stock, by more than 50% of the shareholders attending the meeting or proxies who represents the majority of total number of issued shares. When the number of shareholders present does not constitute the quorum prescribed in the preceding article, but those present represent one-third or more of the total number of issued shares, a tentative resolution may be passed by a majority of those present. In the aforesaid meeting of shareholders, if the tentative resolution is again adopted by a majority of those present who represent one-third or more of the total number of issued shares, such tentative resolution shall be deemed to be a resolution under the preceding article.

Article 17 The resolutions of the shareholders’ meeting shall be recorded in the minutes, and such minutes shall be signed or sealed with the chop of the Chairperson of the meeting and shall be distributed to all shareholders of the company within 20 days after the close of the meeting. The meeting minutes shall be kept within the Company. The period in compliance of the Article 183 of the Company Law.

Chapter IV Directors, Audit Committee and Managers

Article 18 The Company shall have 9 to 11 directors. Directors shall be elected by adopting candidates nomination system and elected by the shareholders meeting to serve a term of three years. According to relevant laws and regulations, the directors may be eligible for re-election.

Article 18-1 The number of independent directors within the number of directors in the preceding article shall be three at least and no less than one-fifth of the total number of directors. Independent directors of the Company shall be elected from the respective candidates of directors nominated at the shareholders’ meeting. The professional qualification, shareholding, concurrent serving restrictions, nomination and election methods of independent directors and other compliance issues shall be subject to the relevant regulations stipulated by the competent securities authority.

Article 19 If one third of the offices of the Directors become vacant, the Board shall convene an extraordinary meeting of the shareholders to re-elect and re-appoint Directors to fill the vacancies in accordance with the laws and regulation. The tenure shall be the balance of the term of the relevant offices.

Article 20 The directors shall elect a Chairperson from among themselves in the Board of Directors’ meeting with the consent of majority of attending directors which represents more than two-third of all directors. The Chairperson shall have the authority to represent the Company.

Article 21 The business policy and other imperative matters of the Company shall be determined by the Board. Except for the first meeting of each term of the Board which shall be convened by the Director who received a ballot representing the largest number of votes at the election of Directors, Board meetings shall be convened by the Chairman, who shall also be the chairman of the meetings. If the Chairman is unable to perform his

35


duties for any reasons, the Chairman shall designate one of the Directors to act on his behalf, failing which, the Directors present at the meetings shall elect a person from amongst themselves to act on behalf of the Chairman.

Article 22 The Board of Directors' meeting shall be convened at least quarterly. The special meeting shall be convened, whenever is necessary. Resolutions in a board meeting, unless otherwise stipulated in the Company Act, shall be adopted by the majority of attending directors which represents the majority of all directors. The directors shall attend the Board meeting in person. If a director is unable to attend the meeting for some reason, he/she shall authorize other director to stand proxy with a power of attorney indicating the scope of authority with reference to the subjects to be discussed at the meeting. No director may act as proxy for more than one other director. For Board meetings conducted through video-conferencing, a director who participates through video-conferencing is deemed to attend in person. Resolutions adopted at a board meeting shall be recorded in the minutes of the meeting in accordance with Article 183 of the Company Act.

Article 22-1 The Board of Directors' meeting shall be convened by the Chairperson. All directors shall be notified of the meeting seven days in advance via mail, e-mail or fax. In case of emergency, the Board meeting can be convened via mail, e-mail or fax at a shorter period.

Article 23 The Company establishes an audit committee in compliance with Article 14-4 of the Securities and Exchange Act (Act). The audit committee shall be composed of the entire number of independent directors, one of whom shall be convener, and at least one of whom shall have accounting or financial expertise.

The exercise of power by audit committee and independent directors and related matters shall be set forth in accordance with the Securities and Exchange Act, and other relevant rules and regulations.

Article 24 The Compensation Committee would evaluate the involvement of directors (including the independent directors) in the business operation of the Company and their contributions to the Company, and make recommendations to the Board concerning their remuneration. The Board of Directors has been delegated to determine the remuneration based on the recommendations from the Compensation Committee with reference to the remuneration standard of the industry.

Article 24-1 The Company may purchase liability insurance for directors with respect to their liabilities resulting from exercising their duties during their terms of occupancy. The Company may purchase liability insurance for the key management as well.

Chapter V Managerial Officers

Article 25 The Company shall have one group chairperson and one chief executive officer president, and several vice presidents for daily operation of the Company and all affiliates of the Company. The appointment, dismissal and remuneration shall be handled in the Board of Directors meeting in accordance with related laws and regulation.

Chapter VI Accounting

Article 26 The Board of Directors shall prepare the following documents after the end of each fiscal year and submit them to the general meeting of shareholders for approval in accordance with laws:

  1. Business report
  2. Financial statement
  3. Profit distribution or deficit compensation proposal

Article 27 When the Company makes a profit for the year, the compensation to employees shall between 6 to 12 percent of the balance and the remuneration to the directors shall not be

36


higher than 2 percent of the balance. However, if the Company has an accumulated deficit, the profit shall cover the deficit.

The compensation can be made in the form of stock or cash based on the Board resolution. Parties eligible to receive the said compensation shall include employees in affiliated companies who met certain conditions set by the Board.

Of the total amount allocated for employee compensation, no less than 30 percent shall be designated for distribution to entry-level employees.

The distribution plan shall be resolved by the Board and reported to the shareholders' meeting.

Article 27-1 Current year's earnings of the Company, if any, shall be distributed in the following order:

  1. Taxes and dues
  2. Deficit compensation
  3. 10% of net profit as legal capital reserves. However, this may not apply when the accumulated legal capital reserve has equaled the total capital of the Company.
  4. Special capital reserve appropriated or reversed as stipulated by relevant laws and regulations or competent securities authority
  5. For the remaining profits, if any, the Board of Directors shall draft a proposal for the distribution of bonus to shareholders and submit it to the Shareholders' meeting for resolution

After taking into account the environment and development stage of the Company, the needs of capital in the future, long-term financial planning and shareholders' demand for cash, the Board of Directors shall draw up an earnings distribution proposal not lower than 20 percent of the current distributable earnings calculated shall be appropriated as shareholders' dividends. Dividends can be made in the form of stock or cash based, however, cash dividend shall not be lower than 20 percent of the total dividends.

Article 28 If the accumulated legal capital reserve has equaled the total capital of the Company, shareholders' meeting can resolve to stop set aside.

Chapter VII Additional Provisions

Article 29 Matters not set forth in the Articles of Incorporation shall be subject to the Company Act and other relevant laws and regulations.

Article 30 The internal organization and the detailed procedures relevant to the business operation of the Company shall be separately determined by the Board.

Article 31 The Articles of Incorporation was established after approval of all promoters on October 13, 1972. It took effect on the date when the competent authority approved the registration.

The first amendment was made on April 30, 1973.

The second amendment was made on November 4, 1973.

The third amendment was made on April 7, 1975.

The fourth amendment was made on February 5, 1976.

The fifth amendment was made on February 12, 1978.

The sixth amendment was made on July 10, 1981.

The seventh amendment was made on August 1, 1982.

The eighth amendment was made on June 15, 1983.

The ninth amendment was made on May 31, 1984.

The tenth amendment was made on December 31, 1984.

The eleventh amendment was made on May 31, 1985.

The twelfth amendment was made on May 31, 1986.

The thirteenth amendment was made on September 30, 1986.

The fourteenth amendment was made on December 12, 1987.

The fifteenth amendment was made on April 12, 1988.

The sixteenth amendment was made on April 7, 1989.

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The seventeenth amendment was made on November 1, 1989.
The eighteenth amendment was made on November 24, 1990.
The nineteenth amendment was made on June 25, 1991.
The twentieth amendment was made on December 31, 1991.
The twenty-first amendment was made on June 2, 1992.
The twenty-second amendment was made on April 22, 1993.
The twenty-third amendment was made on May 21, 1994.
The twenty-fourth amendment was made on May 25, 1996.
The twenty-fifth amendment was made on May 31, 1997.
The twenty-sixth amendment was made on May 29, 1998.
The twenty-seventh amendment was made on May 28, 1999.
The twenty-eighth amendment was made on June 2, 2000.
The twenty-ninth amendment was made on May 3, 2001.
The thirtieth amendment was made on June 21, 2002.
The thirty-first amendment was made on May 30, 2003.
The thirty-second amendment was made on June 15, 2004.
The thirty-third amendment was made on June 23, 2006.
The thirty-fourth amendment was made on June 15, 2007.
The thirty-fifth amendment was made on June 16, 2009.
The thirty-sixth amendment was made on June 25, 2010.
The thirty-seventh amendment was made on June 25, 2011.
The thirty-eighth amendment was made on June 22, 2012.
The thirty-ninth amendment was made on June 23, 2014.
The fortieth amendment was made on June 22, 2016.
The forty-first amendment was made on June 22, 2017.
The forty-second amendment was made on June 22, 2018.
The forty-third amendment was made on June 21, 2019.
The forty-fourth amendment was made on June 19, 2020.
The forty-fifth amendment was made on July 8, 2021.
The forty-sixth amendment was made on June 23, 2022.
The forty-seventh amendment was made on June 23, 2025

38


39

Appendix II

Rules of Procedure for Shareholders' Meeting

Giant Manufacturing Co., Ltd.

Rules of Procedure for Shareholders' Meeting

2018.6.22

Article 1: The rules of procedures for shareholders' meeting of the Company shall conform to the provisions of the Rules unless otherwise stipulated in the applicable laws and regulations or Articles of Incorporation.

Article 2: The Company shall prepare the signing booklet for the attending shareholders or their appointed proxies (hereinafter referred to as "Shareholders") to sign in, or the attending Shareholders shall hand in the attendance cards in lieu of signing in. The number of shares in attendance shall be calculated according to the shares indicated by the signing booklet or attendance card submitted plus the number of shares whose voting rights are exercised by correspondence or electronically.

Article 3: The attendance at the shareholders' meeting shall be calculated based on the number of shares.

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

A shareholder shall be entitled to one vote for each share held, except when the shares are restricted to shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.

When the Company holds a shareholders meeting, it may allow the shareholders to exercise voting rights by correspondence or electronic means. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that the Company avoid the submission of extraordinary motions and amendments to original proposals.

Article 4: The shareholders' meeting is presided by the chairperson of the board of directors if convened by the board. If the chairperson is on leave or unable to exercise power, the vice chairperson of the board shall stand proxy. If there is no vice chairperson of the board or the vice chairperson is also on leave or unable to exercise power, the chairperson may appoint one of managing directors to stand proxy. If there is no managing director, the chairperson may appoint one director to stand proxy. If the chairperson does not appoint a proxy, the managing directors or directors shall elect one person from among themselves to preside at the meeting. If the shareholders' meeting is convened by any other party entitled to convene the meeting, the convening party shall preside at the meeting. When there are two or more convening parties, they shall elect a person from among themselves to preside at the meeting.

Article 5: The Company may appoint designated attorneys, certified public accountants or related persons to attend the shareholders' meeting. The staff involved in the meeting affairs shall wear identification cards or armbands.

Article 6: The process of shareholders' meeting shall be tape-recorded or videotaped and kept for at least one year.

Article 7: The chairperson shall call the meeting to order at the scheduled time. When the majority of the total number of issued shares are not represented by the attending Shareholders, the chairperson may announce to postpone the meeting. The postponement is limited to two times with a combined duration of less than one hour. If the quorum is not met after two


postponements and the attending Shareholders do not represent one-third or more of the total number of issued shares, the chairperson shall announce the adjournment of meeting.

If the quorum is not met after two postponements as mentioned in the preceding paragraph, but one-third or more of the total number of issued shares are represented by the attending Shareholders, tentative resolutions may be made. All Shareholders shall be notified of the tentative resolutions and the shareholders’ meeting shall be convened within one month.

Article 8: The board of directors shall set the meeting agenda if the shareholders’ meeting is convened by the board of directors. The meeting shall proceed according to the agenda which shall not be changed without a resolution of the shareholders’ meeting.

The above provisions apply mutatis mutandis to the shareholders’ meeting convened by a party entitled to convene other than the board of directors.

The chairperson shall not announce adjournment of the meeting before completion of the agenda (including extraordinary motions) referred to in the two preceding paragraphs unless otherwise resolved at the shareholders’ meeting. If the chairperson announces the adjournment in violation of the Rules, other members of the board shall promptly assist the attending Shareholders in electing a chairperson pursuant to the statutory procedures with the consent of the majority of voting rights represented by the attending Shareholders to continue the meeting.

After the meeting is adjourned, the Shareholders shall not elect another chairperson to continue the meeting at the original or other venue.

Article 9: The shareholders’ meeting shall be convened at the premises of the Company or an appropriate venue convenient for Shareholders to attend. The meeting shall begin no earlier than 9 a.m. or no later than 3 p.m.

Article 10: Before speaking, the attending Shareholder shall complete the speaker’s slip indicating the subject of speech, Shareholder’s account number (or the number of attendance permit) and account name. The sequence of speeches shall be determined by the chairperson.

If the attending Shareholder submits a speaker’s slip without speaking, it shall be deemed as making no speeches. If the contents of speech are inconsistent with the contents of speaker’s slip, the contents of speech shall prevail.

When the attending Shareholder speaks, other Shareholders shall not interrupt the speech unless they are permitted by the chairperson and the speaking Shareholder. Otherwise, the chairperson shall stop such interruption.

Article 11: The Shareholder shall not make a speech concerning the same proposal for more than two times without the consent of chairperson, and the duration of each speech shall not exceed five minutes. If the Shareholders speaks in violation of the provisions or beyond the scope of agenda item, the chairperson may stop the speech.

Article 12: When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.

If a corporate shareholder appoints two or more representatives to attend the shareholders’ meeting, only one of the representatives so appointed may speak on the same proposal.

Article 13: After the attending Shareholder has spoken, the chairperson may respond in person or appoint an appropriate person to respond.

Article 14: The chairperson shall give ample opportunity for explanation and discussion of the proposals and amendments or extraordinary motions proposed by the Shareholders. When the chairperson is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chairperson shall announce the discussion closed and call for a vote.

Article 15: The ballot supervisors and ballot counters of proposal voting shall be appointed by the chairperson, but the ballot supervisors shall be Shareholders. The ballot counting shall be publicly conducted at the venue of shareholders’ meeting. The voting results shall be announced at the meeting and recorded in the minutes.

Article 16: When the meeting is in progress, the chairperson may announce a break at his/her discretion.

Article 17: Unless otherwise provided in the Company Act and Articles of Incorporation, the adoption of resolution shall be approved by the majority of voting rights represented by the attending

40


Shareholders. At the time of a vote, for each proposal, the chairperson or a person designated by the chairperson shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.

Article 18: When there is an amendment or an alternative to a proposal, the chairperson shall present the amendment or alternative together with the original proposal and decide their voting orders. If one proposal among them has been adopted, the others shall be deemed overruled and no further voting is required.

Article 19: The chairperson shall direct the disciplinary officers (or security guards) to assist with order maintenance depending on meeting conditions. The disciplinary officers or security guards shall wear armbands marked “disciplinary officer” or identification cards while assisting with order maintenance on the site.

If the venue is equipped with public address system, the chairperson may stop Shareholders from making a speech through other devices.

If a Shareholder violates the Rules and defies the chairperson’s correction, obstructs the proceedings and refuses to heed calls to stop, the chairperson may direct the disciplinary officers or security guards to escort the Shareholder from the meeting.

Article 20: Any other matters not set forth in the Rules shall be subject to the Company Act, Articles of Incorporation and other applicable rules and regulations.

Article 21: The Rules and any amendment hereto shall take effect after adoption by the shareholders’ meeting.

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RAISE THE BAR

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GIANT GROUP

No.999, Sec. 1, Dongda Rd., Xitun Dist., Taichung City | TEL: 04-2460-9099 | www.giantgroup-cycling.com