G.M.I - AGM Information 2025 | FinancialReports.eu

Stock Code: 3312

==> picture [141 x 131] intentionally omitted <==

GMI Technology Inc.

2025 First Extraordinary Shareholders’ Meeting

Meeting Handbook

Time: 9:00 AM on December 26, 2025 Address: No. 399, Ruiguang Rd., Neihu Dist., Taipei City

(East side meeting room on the first floor of the Liberty Square Building)

Type of Meeting: Physical Meeting

GMI Technology Inc.

Chapter I. Meeting Agenda Chapter II. Agenda of the 2025 First Extraordinary Shareholders’ Meeting -- 1 I. Discussion Items ---------------------------------------------------------------- 2 II. Other Proposals and Extempore Motions ----------------------------------- 2 III. Adjournment ------------------------------------------------------------------- 3 Chapter III. Attachments I. Supplementary Agreement ----------------------------------------------------- 3 II. Equipment Leasing Agreement ----------------------------------------------- 5 III. Evaluation Report on Asset Leases to Related Parties ------------------- 13 IV. Valuation report (Bridge Valuation) ----------------------------------------- 16 V. Valuation report (China Credit Information Service) ---------------------- 18 Chapter IV. Appendix I. Articles of Incorporation ------------------------------------------------------- 20 II. Rules and Procedures for Shareholders’ Meeting -------------------------- 24 III. Shareholdings of All Directors ---------------------------------------------- 37

GMI Technology Inc.

Agenda of the 2025 First Extraordinary Shareholders’

Meeting

Time: 9:00 AM on December 26, 2025, Friday

Address: 2F., No. 399, Ruiguang Rd., Neihu Dist., Taipei City 114, Taiwan (East side meeting room on the first floor of the Liberty Square Building)

Type of Meeting: Physical Meeting

I. Calling meeting to order (report attending number of shares)
II. Meeting as a ceremony
III. Chairman’s Message
IV. Discussion Items:
(1) Following the sale of 127 H200 servers to the Company’s U.S. subsidiary, the

Company proposes to change the lessee for these 127 H200 servers.

V. Other Proposals and Extempore Motions
VI. Adjournment

I. Discussion Items

Proposed by the Board of Directors

Subject: Regarding a proposed change in lessee for 127 H200 servers following their sale to our U.S. subsidiary – please see attached for discussion.

Explanation: 1. As the Company has sold the H200 server to its U.S. subsidiary, GMI USA Corporation, and to align with local operations, we have agreed with the lessee, the GMI Computing International LTD. Taiwan Branch (CAYMAN ISLANDS REPUBLIC) (hereinafter referred to as GMI COMPUTING), to change the lessee from GMI COMPUTING to GMI Cloud US INC..

Since only the lessee has changed, the other terms and conditions (payment within 90 days of receipt of the monthly invoice) and amount (USD 55,283,725, untaxed) remain unchanged. Therefore, we propose signing a supplementary agreement based on the original contract to update the lessee’s name. Accordingly, a supplementary agreement will be added to the “Equipment Lease Contract” signed on January 10, 2025. Please refer to Attachment 1. Additionally, a lease contract will be signed between GMI USA Corporation and GMI Cloud US INC. Please refer to Attachment 2. For the evaluation of asset leases to related parties, please refer to Attachment 3. P.13~P.15
According to the “Procedures for Asset Acquisition and Disposal,” transactions of NT$1 billion or more require appraisals from two or more professional appraisers. Asset appraisal reports from Bridge Valuation Co., Ltd. and China Credit Information Service Ltd. have been obtained; please see Attachments 4 and 5. P.16~P.18
If the rent, transaction terms, counterparty, or other transaction details are subsequently changed, the shareholders’ meeting will be asked to authorize the General Manager to handle the transaction with full authority. The Audit Committee will then elect independent director Sen Jan to represent the Company in signing the relevant contracts.

Resolution:

II. Other Proposals and Extempore Motions

III. Adjournment

Attachment I

Supplementary Agreement

Party A: GMI Technology Inc.

Tel: (886) 2- 2659-9838

Address: 2F, No. 57, Xingzhong Road, Neihu District, Taipei

Person in charge: Chia-Wen Yeh

Party B: Taiwan Branch of GMI Computing International Ltd.

Tel: (886) 2- 7711-9600

Address: 6F., No. 618, Ruiguang Rd., Neihu Dist., Taipei City 114, Taiwan Person in charge: Wei-Yen Yeh

Party C: GM USA Corporation

Tel: (886) 2- 2659-9838

Address: 1500 N GRANT ST, STE R, DENVER, CO 80203

Person in charge: Liu Yen Hui

Party D: GMI Cloud US INC.

Telephone: +1 650 880 1891

Address: 278 Castro St, Mountain View, CA 94041

Person in charge: Wei-Yen Yeh

In view of the fact that:

Party A and Party B entered into an “Equipment Lease Agreement” (hereinafter referred to as the “Lease Agreement”) on January 10, 2025. Now, after negotiation, the parties agree to the

following supplementary agreement and agree to be bound by it.

I. Supplementary Agreement:

The parties agree that the subject matter of the original”Lease Agreement” will now be sold by Party A to Party C, and subsequently subleased by Party C to Party D upon completion of the transaction.
All rights and obligations of Party A under the original “Lease Agreement” are transferred to Party C along with the aforementioned transaction.
Party C’s lease to Party D will also adhere to the spirit and terms of the original “Lease Agreement,” and all lease conditions will remain the same.
The aforementioned sales transactions will be governed by a separate sales contract between Party A and Party C, while the lease transactions will be governed by a separate lease contract between Party C and Party D. Please refer to Attachment 2 for details regarding the payment start and end dates and the contracts for all four parties.

II. This Supplementary Agreement and the original contract shall be governed by and interpreted in accordance with the laws of the Republic of China, excluding the application of any conflicting laws. Any dispute arising out of or relating to this Agreement which cannot be resolved through friendly consultation shall be submitted to the court with jurisdiction over the location of Party A for resolution.

III. This supplementary agreement is made in four copies, one for each party, each of which carries the same legal effect. This supplementary agreement shall prevail over the original contract in the event of any conflict.

Party A (Signature): Party B (Signature): Representative Signature: Representative Signature: Date: , 2025 Date: , 2025 Party C (Signature): Party D (Signature): Representative Signature: Representative Signature: Date: , 2025 Date: , 2025

Attachment II

Equipment Leasing Agreement

This equipment lease agreement (hereinafter referred to as the “Agreement”) is entered into on December 26, 2025 by and between the following parties:

Lessor: GMI USA Corporation

Address: 1500 N GRANT ST, STE R, DENVER, CO 80203

Contact information: [email protected]

Lessee: GMI Cloud US INC

Address: 278 Castro St, Mountain View, CA 94041, USA

Contact information: [email protected]

The lessor and the lessee shall be referred to individually as “one party” and collectively as “both parties” in this Agreement.

1. Equipment leasing

The lessor hereby leases to the lessee, and the lessee hereby leases from the lessor the equipment listed in Schedule A (the “Equipment”).

2. Terms

2.1 Unless otherwise specified in this agreement, this agreement will be effective from January 1, 2026, and continue until February 28, 2030, unless terminated or extended earlier.
2.2 If both parties agree to renew the agreement before its expiration, they shall re-sign a new agreement or complete the renewal process within three (3) months of the expiration date. Otherwise, the lessor is entitled to make alternative arrangements for the equipment.
2.3 If both the lessor and the lessee agree to renew the lease, either party may propose rent adjustments during the renewal process. The adjusted rent shall be effective only upon written confirmation and signature by both parties.

3. Rent and payments

3.1 The monthly rental for the equipment under this agreement is USD 1,105,674.5 (excluding tax) (hereinafter referred to as the “original monthly rent”). The total lease term is 4.167 years and the total rent is USD 55,283,725 (excluding tax).
3.2 The lessor shall issue an invoice to the lessee for the current month on or after the 15th of each month. Lessee shall pay the invoice amount to the account designated by the lessor within 90 days of receiving the invoice.
3.3 The lessee shall promptly provide the following information and fulfill the following responsibilities:
a. Provide self-compiled monthly financial reports and monthly operational data, including but not limited to equipment utilization, reliability, an anonymized customer list, and unit prices, etc.;

b. From 2025 onwards, provide audited annual financial or tax reports after the lessee and its accountants have completed the relevant work;
c. The lessee shall be solely responsible for the security of end-customer data and shall assume all related risks and liabilities for indemnification;
d. Provide quarterly data on computing power, sales, and other relevant metrics for the lessor’s review;
e. Provide a four-year cash flow forecast in the year of contract signing and update it annually;
f. The lessee shall regularly maintain the equipment and submit a monthly report on the condition and usage of the equipment to the lessor in a format agreed upon by both parties. The lessee shall provide equipment inspection reports as requested by the lessor to ensure the equipment functions properly. If the lessee fails to submit the equipment status report as required, the lessor may charge a management fee or adjust the lease terms accordingly.
3.4 If the lessee fails to provide or make payment as required under Article 3.3, the lessor’s credit terms for the lessee will be canceled and replaced by the prepayment requirement for the following month.
3.5 After the lease commences and before the lease expires or this agreement is terminated, any unused portion of the lease term will still be counted.
3.6 The lessor reserves the right to adjust the rent annually based on market conditions or exchange rate fluctuations, but the adjustment shall not exceed five percent (5%) of the original annual rent. Any adjustment shall be based on market reports or the cost of equipment upgrades, and the lessor shall provide the lessee with one month’s written notice prior to the adjustment. The new rent will be reflected in next month’s invoice.

4. Delivery and acceptance

4.1 The lessor shall deliver the equipment to the lessee (or its agent) in Denver, USA. The lessor is not liable for any delay in the delivery of the equipment caused by unforeseen, unavoidable, and insurmountable circumstances.
4.2 Upon receiving the equipment at the delivery location, the lessee shall inspect it. If the lessee discovers that the model number, specifications, quantity, technical performance, or other aspects of the equipment do not conform to this agreement, or if any defects or deficiencies attributable to the lessor are found after delivery, the lessee shall notify the lessor of such issues within seven (7) working days of delivery. The lessor shall be responsible for handling this matter. If the lessee does not raise objections within this period, the lessee will be deemed to have fully accepted the equipment and confirmed its compliance with this agreement.

5. Maintenance and repair

The lessee is responsible for the daily maintenance costs of the equipment. However, if general maintenance costs increase significantly due to external economic changes, the parties should

renegotiate the cost allocation annually.

6. Purpose and location

6.1 Unless the lessor provides prior written consent, the lessee may only use the equipment in Denver, USA, and shall not relocate or sublease it.
6.2 The lessor has the right to inspect the equipment during normal business hours after providing the lessee with at least five (5) days’ prior written notice. Such inspection shall be conducted in a manner that does not unreasonably interfere with the lessee’s business. The lessor has the right to inspect the equipment’s condition, usage, and location to verify compliance with this agreement.

7. Insurance

The lessor shall insure the equipment during the term of this agreement, and the insurance coverage shall not be less than the full replacement value of the equipment. Such insurance shall be the best or equivalent insurance issued by an insurance company with an A.M. rating of at least A-, and shall include coverage for loss, theft, or damage.

8. Ownership and Proprietary Rights

8.1 The ownership of the equipment remains with the lessor. Except as the lessee under this Agreement, the lessee has no rights, title, or interest in the equipment.
8.2 The lessee shall not sell, transfer, pledge, mortgage, or otherwise dispose of the equipment in any way that could harm the lessor’s rights. If any third party infringes on the ownership of the equipment, or if the equipment is managed, seized, or otherwise disposed of by a third party, the lessee shall prove that the equipment is the property of the lessor and shall immediately notify the lessor to repossess the equipment.
8.3 The lessee shall affix and maintain a clear label, plaque, or other marking on each piece of equipment to indicate that it is the lessor’s property. Without the prior written consent of the lessor, the signs must not be removed, hidden, or altered.

9. Loss or damage

9.1 The lessee shall protect the equipment with reasonable care and bear the risk of damage or loss to the equipment during the lease term, except for normal wear and tear.
9.2 If the equipment is damaged, lost, destroyed, or rendered irreparable due to the lessee’s negligence or breach of this agreement, the lessee shall immediately notify the lessor and be responsible for all associated costs. The lessor may choose one of the following remedies for the lessee to perform, at the lessee’s expense:
a. Repair or replacement: Replace damaged parts or components with parts or components of the same model number and performance to restore the equipment to normal operation;
b. Total loss compensation: If the equipment is lost, destroyed, or damaged beyond repair, the lessor will be compensated for the fair market replacement value of the equipment at the time of the loss; If the value cannot be reasonably determined, the indemnity amount shall be equal to the original purchase price less

depreciation calculated on a straight-line basis over 4.167 years.

10. Breach and Limitation of Liability

10.1 If the lessee fails to pay rent or violates any provision of this Agreement, the lessor shall issue a written notice specifying the nature of the default and providing the lessee with ten (10) business days to cure it. If the lessee fails to fully rectify the breach within the prescribed period, the lessor may terminate the agreement and repossess the equipment.
10.2 Notwithstanding the provisions of Article 10.1, the Lessor may immediately terminate this agreement and repossess the equipment without a cure period if the Lessee is in any of the following circumstances:
a. The rent payment is overdue by more than 30 days;
b. Failure to submit equipment maintenance or financial reports as required;
c. Failure to take appropriate remedial measures in response to equipment damage or loss; or,
d. Any other material breach which remains uncured after the notice and corrective period provided for in Article 10.1.

In such cases, Lessee shall also be liable for all direct losses incurred by Lessor as a result.

In such a case, the lessee shall also be liable for all direct losses suffered by the lessor as a result.

10.3 Except for liabilities arising from (i) willful misconduct, (ii) gross negligence, (iii) breach of confidentiality, or (iv) infringement of intellectual property rights, in no event shall either party be liable for any indirect, incidental, consequential, punitive, or special damages, including but not limited to loss of profits, loss of revenue, or loss of business opportunities, whether in contract, tort, or otherwise, even if advised of the possibility of such damages, and without prejudice to any other rights. The total liability of either party under this Agreement shall not exceed the total rent paid or payable under this Agreement during the twelve (12) months preceding the claim.

11. UCC-1 registration

11.1 The Parties acknowledge and agree that this Agreement constitutes a true lease and not a lease as security. The lessor retains all rights, title, and interest in the equipment throughout the term of this agreement, and nothing in this agreement shall be construed as granting the lessee any equity or ownership rights in the equipment.
11.2 Notwithstanding the above, the lessor may, at its sole discretion, submit one or more UCC financing statements (UCC-1) in any jurisdiction to reflect its ownership interest in the equipment and provide public notice of the lease arrangement.
11.3 The lessee agrees to cooperate with the lessor and to sign, deliver, or provide any reasonably necessary information to effectuate such filings, and acknowledges that such filings are solely precautionary and will not alter the legal nature of this agreement as a

genuine lease.

12. Equipment return

12.1 After the agreement expires or is terminated, the lessee shall return the equipment to the original delivery location at its own expense, or to another location as agreed upon in writing by the lessor. The lessee shall return the equipment to the lessor in good working order, normal wear and tear excepted, at the lessee’s expense.
12.2 After the lease term expires or this agreement is terminated, the lessee shall organize and provide a list of equipment inventory. The lessor shall send personnel to verify and confirm the accuracy of the inventory. After verification, if the lessee leaves the equipment at the original delivery location, the equipment will be considered fully returned. If the lessee fails to return the full quantity of equipment, or intentionally damages the equipment (excluding normal wear and tear), the lessor reserves the right to refuse the return and require the lessee to cover the repair costs and any other associated expenses.
12.3 Unless an event of force majeure occurs, the lessee shall not delay or assert any rights on any grounds, nor request relocation costs or any other compensation from the landlord. The lessor shall cooperate promptly and dispatch personnel to complete the inventory. If the lessee intentionally delays returning all equipment beyond the due date without justifiable cause of force majeure, the lessee shall pay a penalty equal to the daily rental amount for each day from the date of default until the lessor confirms the return of all equipment. If the delay exceeds 30 days, the lessee shall pay the lessor an additional penalty equal to twice the daily agreed rent.

13. Confidentiality

13.1 Within the validity period of this Agreement, either party (“the Disclosing Party”) may disclose or provide from time to time to the other party (“the Receiving Party”) information, products, intellectual property rights, trade secrets, third-party confidential information, and other sensitive or proprietary information relating to the business, whether disclosed orally or in writing, electronically or in any other form or medium, and whether or not marked, identified, or designated as “Confidential” at the time of disclosure (collectively, “Confidential Information”).
13.2 Information is not considered confidential when disclosed:
a. Information that is or becomes publicly available, except for information resulting from a breach of this Agreement by the recipient;
b. The recipient already knew this without restriction on use or disclosure;
c. Is legally obtained by the recipient from a third party without violating any confidentiality obligations; or,
d. Developed independently by the recipient, without using or referencing the disclosing party’s confidential information.
13.3 The recipient shall not disclose the disclosing party’s confidential information to any

individual or entity, except to its employees, agents, or subcontractors who require access to such information to exercise their rights or fulfill their obligations under this Agreement, and who are obligated to protect the confidential information with terms no less restrictive than those set forth herein.

13.4 Notwithstanding the foregoing, the recipient may disclose Confidential Information to the extent required by court order, governmental agency, or applicable law; provided that, to the extent permitted by law, the recipient shall promptly provide the disclosing party with written notice of such requirement to allow the disclosing party to seek protective measures.
13.5 The confidentiality obligation is perpetual and effective from the date of the first disclosure of confidential information to the recipient.
13.6 If a party violates this provision, causing damage to the other party’s trade secrets or commercial interests, the non-breaching party is entitled to seek corresponding damages from the breaching party. Both parties shall adopt necessary technical and administrative measures to ensure that each other’s confidential information is not illegally obtained by any third party.
13.7 Each party shall implement and maintain appropriate management, physical, and technical security measures to protect the confidentiality, integrity, and security of the other party’s confidential information disclosed electronically, including but not limited to secure storage, encrypted transmission, and access control. Access to the shared drive or cloud system should be restricted to authorized personnel only.

14. Force Majeure

14.1 A party shall not be liable for any failure or delay in performance of its obligations under this Agreement (except for payment obligations) caused by events beyond the reasonable control of the affected party (including, but not limited to, natural disasters, war, terrorism, cyberattacks, labor disputes, governmental acts, or epidemics) (collectively referred to as “Force Majeure Events”).
14.2 The affected party shall notify the other party in writing within ten (10) days of the force majeure event. During the Force Majeure Event Period, performance under this Agreement will be suspended. If the Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate this Agreement in writing without liability.

15. Transfer and sublease

15.1 The lessee shall not transfer, assign, delegate, or sublet any of its rights or obligations under this Agreement, including the use of the equipment, without the prior written consent of the lessor. No transfer or subletting shall be valid without such consent.
15.2 The lessor may transfer all or part of this agreement (including its rights to payment or equipment) to affiliates or financiers without the lessee’s consent, provided the lessee is promptly notified in writing.

16. Obey the law

16.1 The lessee agrees to use the equipment solely in accordance with all applicable federal, state and local laws, regulations and industry standards. Lessee shall not use the equipment for any illegal purposes or in any way that could damage the lessor’s reputation or the equipment itself.
16.2 During the term of this Agreement, the Lessee shall obtain and maintain any permits, licenses, or approvals necessary for the legal operation and use of the equipment and shall provide copies to the Lessor upon request.

17. Matters for Attention

17.1 Any notice given by one party to the other shall be sent to the contact person, address, and email address listed on the signature page of this Agreement. If the notice is sent by express delivery, it is deemed delivered upon receipt by the other party; if sent by email, it is deemed delivered upon arrival at the recipient’s server. Any legal document delivery related to disputes arising under this Agreement shall be made according to the abovementioned delivery method. Any matters not covered by this Agreement shall be resolved through further negotiation between the parties. This agreement consists of two copies, one for each party to retain as evidence.
17.2 Notices may also be sent via recognized electronic signature services (e.g. DocuSign) or registered electronic mail with proof of delivery.
17.3 Any party may update its contact information by providing written notice of the change to the other party. The updated contact information shall take effect within three (3) business days of receiving notice.

18. Applicable law and jurisdiction

18.1 This Agreement is governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict of law principles.
18.2 Any dispute, controversy or claim arising out of or relating to this Agreement shall first be resolved by the Parties through good faith efforts to engage in informal discussions. If the dispute cannot be resolved within thirty (30) days, either party may initiate non-binding mediation in Colorado with a mutually agreed-upon mediator.
18.3 If the dispute is not resolved through mediation, either party may bring a lawsuit before the state court or federal court located in Denver, Colorado, and both parties irrevocably consent to the personal jurisdiction of those courts.
18.4 Nothing in this Section shall preclude either Party from seeking injunctive or equitable relief in a court of competent jurisdiction to prevent actual or threatened misuse of Confidential Information or Intellectual Property Rights.

19. All agreements

This agreement constitutes the complete agreement and understanding between the parties with respect to the equipment lease under this agreement, and supersedes all prior and contemporaneous written and oral understandings, agreements, representations, and warranties

relating to the equipment lease.

Lessor: GMI USA Corporation

Sign: _________

Print: ________

Date: _________

Lessee: GMI Cloud US INC.

Sign: _________

Print: ________

Date: _________

Appendix A: Equipment List

List 1

	Equipment name	Model Number	Quantit y
	Nodes	821GE-TNHR-OTO-2	111
	GPUs	H200	888
	CPU	Intel 8568Y	222
	Memory	64GB x 32 = 2TB	111
	Storage	2 x 960GB NVMe SSD 8 x 7.6TB NVMe SSD	111
Networking		AOC-CX766003N-SQ0 900-9X766-003N-SQ0 1-p NDR 400G IB/ETH * 8 GPU-NVDPU-BA3220-C BlueField-3 BF3220 DPU 200GbE dualport * 1	111

List 2

Equipment name	Model Number	Quantit y
Nodes	HPE Cray XD670	16
GPUs	H200	128
CPU	Intel 8570	32
Memory	64GB x 32 = 2TB	16
Storage	2 x 960GB NVMe SSD	16

		8 x 3.84TB NVMe SSD
	Networking	-IB Network Card 1-port NDR 400GE x 8 -PDU IB NDR200/EN 200G Dual Port x 1	16

Attachment III

==> picture [127 x 48] intentionally omitted <==

Subsidiary of GMI Technology Inc. - GMI USA

Corporation

Evaluation Report on Asset Leases to Related Parties

Inspection contents	Evaluation Status
Article 9 of the Procedures for Acquisition and Disposal of Assets:
I. For the Company’s acquisition or disposal of assets from related parties, other than adhering to the procedures set forth in Articles 7, 8, and 10, the following provisions shall also govern resolution procedures and the assessment of transaction terms. Transactions valued at 10% or more of the Company’s total assets shall also require an appraisal report from a qualified appraiser or an opinion from a Certified Public Accountant, as stipulated in Articles 7, 8, and 10.	The Company leased the H200 server to GMI Cloud US INC. for approximately USD 55,283,725 (excluding tax). As required, we engaged Wau Yuan Property Appraisal and China Credit Information Service, two professional appraisers, to conduct an appraisal and have obtained their reports.
II. Evaluation and workprocedures
(I) The purpose, necessity, and expected benefits of acquiring or disposing of assets.	The Company, considering that the H200 servers are located within the United States, will sublease them to GMI Cloud US INC. to ensure compliance with local operations and tax regulations.
(II) The reasons for selecting related parties as trading counterparts.	After acquiring the H200 server from its parent company, the Company determined that the original lessee, GMI COMPUTING, was a Taiwanese company. To align with its actual operations and tax regulations, the lessee was changed to GMI

	Cloud US INC., a US company. All other transaction terms and amounts remained the same.
(III) For acquisition of property or its use rights from a related party, the reasonableness of the proposed transaction conditions are evaluated according to paragraph 3, subparagraphs (i) through (iv) of this article.	Not Applicable.
(IV) The original acquisition date and price of the related party, the transaction counterparty and its relationship to the Company and the relatedparty.	Not Applicable.
(V) A cash flow forecast for the next twelve months, beginning with the expected contract month, along with an assessment of the transaction’s necessity and the rationale for fund allocation.	Please refer to the attached table for the cash flow forecast for each month in the next year, starting from the contract month, as well as justification for the use of funds. For the necessity of the transaction, please refer to Section II. Evaluation and Operating Procedures (I) – Purpose, necessity, and expected benefits of acquiringor disposingof assets.
(VI) An appraisal report issued by a professional appraiser or an accountant’s opinion obtained pursuant to the preceding article.	The total amount for the H200 server lease in this case is approximately USD 55,283,725 (excluding tax). As required, two professional appraisers from Wau Yuan Property Appraisal and China Credit Information Service, were engaged to perform an appraisal, and their reports have been obtained.
(VII) The restrictions and other important terms and conditions of this transaction.	None

Cash income and expenditure forecasts for the 12 months following the contract signing date, and

Unit: NT$ Thousand

Item	December 2025	January 2026	February 2026	March 2026	April 2026	May 2026	June 2026	July 2026	August 2026	September 2026	October 2026	November 2026	Total
Opening cash balance	79,705	962,533	1,027,387	1,088,639	1,159,849	1,229,698	1,290,328	1,292,016	752,604	1,197,649	1,260,892	1,344,357	679,705
Non-financing income	2,175,823	1,619,127	1,605,358	1,937,429	1,956,662	2,081,164	2,385,517	2,231,548	2,183,496	2,108,153	2,398,083	2,303,469	24,985,827
Non-financing expenses	1,592,995	1,554,273	1,544,106	1,866,219	1,886,813	2,020,534	2,383,829	2,170,960	2,110,776	2,044,910	2,314,618	2,222,612	23,712,643
Repayment (additional) of short-term loans	300,000	-	-	-	-	-	-	600,000	372,325	-	-	-	527,675
Closing cash balance	962,533	1,027,387	1,088,639	1,159,849	1,229,698	1,290,328	1,292,016	752,604	1,197,649	1,260,892	1,344,357	1,425,214	1,425,214

Reasonableness of capital allocation

The 127 H200 servers from the U.S. subsidiary have been fully leased to GMI Cloud US INC., with payment terms of net 90 days, payable to GMI Technology Inc..

The payment terms for the equipment purchase are 120-day monthly installments, with funds received before payment is due, eliminating any funding gap concerns.

Attachment IV

To: The Management of GMI Technology Inc.

The Company accepts your commission to evaluate the fair value [F1] of the “Lease Contract” (the subject of evaluation) as of September 25, 2025, to be delivered to your company as a reference for contract value.

The criteria for this valuation are based on the “Accounting Standards for Evaluation” published by the “Accounting Research and Development Foundation,” International Valuation Standards (IVS), the National Association of Certified Valuators and Analysts (NACVA) operating guidelines, International Financial Reporting Standards (IFRSs), International Accounting Standards (IASs), corporate accounting standards, and generally accepted accounting principles and other relevant regulations for value evaluation. This detailed report is based on the current planning and implementation of value assumptions, with the understanding

that there are no significant changes in the industry, the information provided by the commissioning party is accurate and complete, and there is no intentional concealment. The comprehensive conclusions, reached through telephone interviews, industry research, selection of evaluation methods, financial analysis, and reasonableness analysis, are as follows:

Date of value	Subject of valuation	Fair value
September 25,2025	Lease contract	US$5,100 thousand

The relevant matters, opinions, and conclusions stated in this report represent reasonable professional judgment. This report is based on a financial analysis of the Company’s forecasts and related financial information as reviewed by management. The opinions and statements herein are based on assumptions, including that there are no equity disputes, litigation, or contingent liabilities that could materially affect the valuation of the subject company as of the valuation date. These conclusions are reached from an impartial and independent position and are subject to the assumptions and limitations outlined in this report.

The Company and its affiliated entities have no vested interest in these companies, nor do they currently have, or foresee having, any investments or other interests that could compromise the objectivity of this valuation. The fees for this report are based on estimated labor and time, and there are no contingent fees tied to the

report’s findings.

After completion of this valuation report, it will be provided to your company’s management for reference regarding the contract value. Users of this report should read its contents carefully to avoid misuse.

Bridge Valuation Co., Ltd.

Footnote:

[F1] Based on IFRS 13 “Fair Value Measurement,” fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction among market participants at the measurement date.

[F2] Accredited Senior Appraiser (ASA) - Business Valuation; CVA: Certified Valuation Analyst; MRICS: Member of the Royal Institution of Chartered Surveyors.

Shu-Chen Chen, ASA, CVA, MRICS [F2]

October 20, 2025

Bridge Valuation Co., Ltd.

Attachment V

Reasonableness Valuation Report for the GPU Super Server SYS-821GE-TNHR Equipment Lease Contract Commissioned by GMI Technology Inc.

To: GMI Technology Inc.

Pursuant to the authorization, China Credit Information Service Ltd. (hereinafter referred to as “the Company”) has completed the valuation commissioned by GMI Technology Inc. (hereinafter referred to as “GMI Technology”) regarding the reasonableness of the GPU Super Server SYS-821GE-TNHR equipment lease contract (hereinafter referred to as “the Lease Contract”) signed between GMI USA Corporation (hereinafter referred to as “GMI USA”) and GMI Cloud US Inc. (hereinafter referred to as “GMI Cloud”). Therefore, the purpose of this valuation is to provide GMI USA with a reference for assessing the reasonableness of the lease agreement.

This report uses September 30, 2025, as the valuation date. This valuation is based primarily on information provided by GMI Technology, with the assumption that all such data is accurate and complete. Should any of the provided information be false, misleading, or concealed, resulting in loss or litigation, GMI Technology and any other individuals providing related information will be held legally responsible. The Company assumes no liability in such cases.

Based on the analysis and comprehensive assessment in this report, the rental rates and total rental amount for the GPU Super Server SYS-821GE-TNHR equipment leased by GMI USA are within a reasonable range. The lease return rate adequately covers the capital costs, and the valuation results indicate reasonable lease terms, providing a valid reference for assessing the lease contract’s reasonableness. The valuation report is for the stated valuation purpose only. Any improper use leading to loss or legal action is the sole responsibility of the user. It is hereby declared and agreed that the Company and the valuator(s) shall not be held liable for such consequences.

Valuation unit: China Credit Information Service Ltd.

Address: 13th Floor, No. 131, Section 3, Minsheng East Road, Songshan

District, Taipei City October 22, 2025

China Credit Information Service Ltd. Out oin Document Stam g g p

Appendix I

GMI Technology Inc. Articles of Incorporation

ppendix I	GMI Technology Inc. Articles of Incorporation
Article	Stipulations
Chapter I. General Principles
Article 1	The Company is organized in accordance with the provisions of the Company Act and is named GMI TechnologyInc., (English name is GMI Technology Inc.).
Article 2	The scope of the Company’s business: 1. I301010 Information Software Services. 2. CC01060 Wired Communication Equipment and Apparatus Manufacturing. 3. CC01070 Telecommunication Equipment and Apparatus Manufacturing. 4. CC01080 Electronics Components Manufacturing. 5. F118010 Wholesale of Computer Software. 6. F119010 Wholesale of Electronic Materials. 7. F113050 Wholesale of Computers and Clerical Machinery Equipment. 8. F113070 Wholesale of Telecommunication Apparatus. 9. IZ99990 Other Industrial and Commercial Services. 10. F401010 International Trade. 11. I501010 Product Designing. 12. JE01010 Rental and Leasing Business. 13. ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.
Article 3	If the Company is a limited liability shareholder of his Company, the total amount of transferred investment may authorize the Board to do not be subject to the limit of 40% of the paid share capital as stipulated in Article 13 of the Companies Act. In addition, the Company requires external guarantee for business, not subject to Article 16 of the CompanyAct.
Article 4	The Company shall have its head office in Taipei City, and may, pursuant to a resolution adopted at the meeting of the Board of Directors, set up a branch office within or outside the territoryof the Republic of China.
Article 5	Deleted.
Chapter II. Shares
Article 6	The Company’s total capital is set at NT$3 billion, divided into 300 million shares with a par value of NT$10 per share. The unissued shares are authorized for issuance by the Board of Directors in tranches. Of the total share capital in the preceding paragraph, NT$75 million is reserved as 7,500,000 shares, at a par value of NT$10 per share, for use upon the exercise of subscription rights related to stock warrants, convertible preferred stock,or convertible corporate bonds.
Article 6-1	The Company may assign to employees at a shareholders’ meeting on behalf of more than half of the total issued shares and at a shareholders’ voting rights at a lower price than the average price of the actual repurchase of shares, or issue employee stock warrants at a price lower than the closing price on the issue date.
Article 7	Deleted
Article 8	The Company’s shares are issued in registered form under the signatures or seals of the directors representing the Company and are certified in accordance with the law. The Company may issue shares without printing share certificate(s). However, the Company shall appoint a centralized securities custody enterprise/institution to make registration of such shares.
Article 9	Registration of share transfers shall be suspended for a 60-day period immediately prior to ageneral shareholders’ meeting;for a 30-day period immediately prior to an interim

	meeting of the shareholders; and for a 5-day period immediately prior to the record date for distribution of dividend,bonuses or other benefits. .	meeting of the shareholders; and for a 5-day period immediately prior to the record date for distribution of dividend,bonuses or other benefits. .
Article 9-1	In addition to the provisions of the laws and regulations, the Company’s share business operations shall be handled according to the rules of the “handling guidelines for public equitycompanies” issued bythe competent authority.
Chapter III. Shareholders’ Meeting
Article 10	Two types of shareholders’ meetings, sub-meetings and provisional meetings are held annually, and will be held by the Board of Directors within six months after the end of each accounting year. It will be summoned when necessary by law. The Company’s shareholders’ meeting may be a video conference or other announcement by the Ministry of Economic Affairs.
Article 11	If a shareholder cannot attend a shareholders’ meeting in person, he or she may appoint a proxy to attend and vote on behalf of the shareholder at the shareholders’ meeting by completing and submitting to the Company, a form prescribed by the Company stating the scope of authorization. All proxy appointments have to comply with Article 177 of the Company Act, and the Regulations Governing the Use of Proxies for Attendance at Shareholders’ Meetings of Public Companies from the regulatoryauthority.
Article 12	Shareholders of the Company shall have one voting right per provided bylaw.	shareunless otherwise
Article 13	The shareholder will be the convener of the board, the chairman is the chairman of the board, and the chairman is absent by the chairman to appoint a director to act for any reason, if not specified by one of the directors. If a shareholders meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutuallyselect a chair from amongthemselves.
Article 13-1	The resolutions of shareholders’ meeting shall be required a majority (more than 50%) of vote of attending shares at a meeting attended by shareholders of a majority (more than 50%) of total issued shares or its proxies, subject to the provisions of the relevant laws and regulations. According to the competent authority, shareholders of the Company may also exercise voting rights electronically, and shareholders who exercise voting rights electronically are deemed to attend inperson.
Chapter IV. Director
Article 14	The Company set up seven to eleven directors for a term of three years, the election of directors according to Article 192-1 of the Company Act to adopt the candidate nomination system, elected by the shareholders on the list of candidates, and re-elected. After the Company issued shares in public, the total shareholding ratio of all its directors, according to the competent authority’s “public offering Company directors, supervisors share ratio and verification implementation rules”.
Article 14-1	The number of independent directors among the board members In the Company shall not be fewer than three, and they shall constitute no less than one-fifth of the total board seats. Their selection follows the nomination system specified in Article 192-1 of the CompanyAct.
Article 14-2	The Company has set up an audit committee according to Article 14-4 of the Securities Exchange Act, and the audit committee consists of all independent directors. The exercise of functions and related matters of the Audit Committee and its members are handled in accordance with the relevant laws and regulations of the Securities Exchange Act.
Article 15	The Board of Directors organized by more than two-thirds of the directors agreed to attend and attended byover half of the directors topromote the chairman and one vice

	chairman,and the chairman represents the Company.
Article 15-1	The Company’s Board of Directors may set up a remuneration committee or other functional committees due to business operation needs.
Article 16	When the chairman takes leave or for any reason cannot exercise the power, its acting shall be governed by Article 208 of the Company Act. Unless otherwise provided by the Company Act, resolutions of a Board meeting shall require the approval of a majority vote of the Directors present at a meeting that shall be attended by a majority of all Directors. When the director cannot attend for any reason, he has a power of attorney to set out the authority of the convener, and appoint other directors’ proxies to attend the Board, but the agent is limited to one person’s appointment. At a meeting of a board of directors, if the director of a video meeting is a video conference,it is considered to bepresent inperson.
Article 16-1	The meeting of the Board shall inform the Directors in writing seven days prior to stating the reasons. But in case of an emergency, we have to call it at any time. The convocation of theprecedingitem maybe notified bywritten,fax or e-mail.
Article 17	The remuneration of the directors of the Company is authorized by the Board according to the value and contribution of the director’s participation in the operation of the Companyand the usual level ofpeers.
Chapter V. Manager
Article 18	The Company may set up a general manager according to operational needs, its appointment, decommissioned and remuneration in accordance with Article 29 of the CompanyAct.
Chapter VI. Accounting
Article 19	The Company shall at the end of each accounting year, by the board of directors (1) business report (2) financial statements (3) the proposal of distribution of earnings or losses, etc., submitted to the general meeting of shareholders according to law for recognition.
Article 20	Deleted.
Article 21	The Company shall set aside not less than 0.1% of the Company’s annual profit. The Board of Directors shall resolve to distribute the remuneration to employees in the form of stock or cash to employees who meet certain criteria; the Company may set aside not more than 2% of the above-mentioned profits as remuneration to directors. The distribution of remuneration to employees and directors should be reported to the shareholders’ meeting. Of the aforementioned employee remuneration, at least 15% should be allocated to junior employees. However, if the Company still has accumulated losses, the Company shall reserve the amount to cover losses in advance, and the remuneration to employees and directors shall beprovided inproportion to the aforementioned amount.
Article 21-1	The Company’s annual calculation if there is a surplus, tax payment according to law, make up for the accumulated losses, and then raise 10% as a statutory surplus, but the statutory surplus has reached the Company’s paid-up capital amount, the rest will be listed or revolved in accordance with the law of special surplus; if there is a balance, and accumulate undivided With the surplus, the Board proposed a bill of earnings distribution, proposed by the shareholders’ meeting to decide to distribute dividends to shareholders. To build up the financial structure and take into account the interests of investors, the Company adopts a dividend balancing policy with no less than 30% of the distributable surplus for the year, and cash dividends will be issued for more than 10% of the dividend distributed for the year. If the dividend for the year is less than three yuan, the total dividend will be distributed.


Chapter VII. SupplementaryProvisions
Article 22	The provisions of the Company Act and related laws shall be handled in accordance with theprovisions of the Articles of Incorporation.
Article 23	These Articles of Incorporation were established on September 11, 1995. The 1st revision was made on October 22, 1996. The 2nd revision was made on July 20, 1997. The 3rd revision was made on October 27, 1997. The 4th revision was made on November 20, 1997. The 5th revision was made on March 30, 1998. The 6th revision was made on November 20, 1998. The 7th revision was made on February 20, 1999. The 8th revision was made on March 6, 1999. The 9th revision was made on August 2, 1999. The 10th revision was made on June 7, 2000. The 11th revision was made on October 29, 2001. The 12th revision was made on January 11, 2002. The 13th revision was made on May 3, 2002. The 14th revision was made on November 28, 2002. The 15th revision was made on February 6, 2003. The 16th revision was made on May 29, 2003. The 17th revision was made on June 23, 2004. The 18th revision was made on June 22, 2005. The 19th revision was made on June 23, 2006. The 20th revision was made on June 21, 2007. The 21th revision was made on June 25, 2008. The 22th revision was made on June 23, 2009. The 23th revision was made on June 17, 2010. The 24th revision was made on June 21, 2012. The 25th revision was made on June 24, 2014. The 26th revision was made on June 21, 2016. The 27th revision was made on June 15, 2017. The 28th revision was made on June 17, 2019. The 29th revision was made on June 24, 2020. The 30th revision was made on June 23, 2022. The 31th revision was made on December 10, 2024. The 32th revision was made on June 25,2025.

GMI Technology Inc.

Chairman Yeh, Chia-Wen

Appendix II

GMI Technology Inc. Rules and Procedures for Shareholders’ Meeting

Article1: To establish a strong governance system and sound supervisory capabilities for the Company’s shareholders meetings, and to strengthen management capabilities, these Rules are adopted pursuant to Article 5 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.
Article2: The rules of procedures for the Company’s shareholders meetings, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in these Rules.
Article3: Unless otherwise provided by law or regulation, the Company’s shareholders’ meetings shall be convened by the Board of Directors.
Any change in the method of holding a shareholders’ meeting shall be resolved by the Board of Directors and shall be made at the latest before mailing the notice of the shareholders’ meeting.
The Company shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a special shareholders meeting. The Company shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders meeting or before 15 days before the date of the special shareholders meeting. However, the Company’s daily income capital reached more than NT$10 billion at the end of the last fiscal year or the foreign and mainland shareholders’ shareholders’ shareholders’ shareholdings in the recent fiscal year combined more than 30 percent of its shareholders’ shareholders’ shareholders’ shareholders’ shareholdings shall complete the transmission of the electronic file 30 days before the regular shareholders’ meeting. In addition, before 15 days before the date of the shareholders meeting, the Company shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at the Company and the professional shareholder services agent designated thereby as well as being distributed on-site at the meeting place. The shareholders’ meeting handbook and supplemental meeting materials referred to in the preceding paragraph shall be provided for the shareholders to review on the day of the shareholders’ meeting through the following methods:
I. The materials shall be distributed on-site at the meeting place when holding physical shareholders’ meetings.

II. The materials shall be distributed on-site at the meeting place as well as uploaded as electronic files to the video conference platform when holding hybrid shareholders’ meetings.
III. The materials shall be uploaded as electronic files to the video conference platform when holding shareholders’ meetings through video conferencing.

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

Election or resignation of directors, change of prospectus, capital reduction, application for cessation of public offering, director’s permission to compete, surplus capital transfer, fund transfer, dissolution of the Company, merger, division or the first paragraph of the Company Act, shall list and state its main content in the reasons of convocation. Moved by the time; its main content may be placed at a website designated by the securities authority or Company, and the website shall be published in the notice.

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

A shareholder holding one percent or more of the total number of issued shares may submit to the Company a proposal for discussion at a regular shareholders meeting. The number of items so proposed is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. However, a shareholder proposal is a proposal to urge a Company to promote public interest or to fulfill social responsibility, and the board may still be included in the motion. When the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda.

Company shall publicly announce its acceptance of shareholder proposals in writing or electronically, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.

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

Prior to the date for issuance of notice of a shareholders meeting, the Company shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders meeting the board of directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.

Article4: For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the Company and stating the scope of the proxy’s authorization.

A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting, and shall deliver the proxy form to the Company before five days before the date of the shareholders meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment. However, the delegator before revocation is not limited.

After a proxy form has been delivered to the Company, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to the Company before two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail. is submitted after that time, votes cast at the meeting by the proxy shall prevail. After the proxy form has been submitted to the Company, if the shareholder intends to attend the meeting through video conferencing, a written notice of proxy cancellation shall be submitted to the Company 2 days prior to the meeting date. If the cancellation notice is submitted after that time, the votes cast at the meeting by the proxy shall prevail.

Article5: The venue for a shareholders meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.
When holding a shareholders’ meeting through video conferencing, the Company shall not be subject to the aforementioned restrictions on the venue for shareholders’ meetings.
Article6: The Company shall specify in its shareholders’ meeting notices the time and place of attendance registration and other matters to be noted for shareholders, solicitors, and proxies (hereinafter collectively referred to as “shareholders”).
The time of attendance registration stated in the preceding paragraph shall be at least 30 minutes prior to the start time of the meeting. The place of attendance registration shall be clearly marked, and a sufficient number of suitable personnel shall be assigned to handle the registration. When the Company holds a shareholders’ meeting through video conferencing, attendance registration shall be accepted on the video conferencing platform of the shareholders’ meeting at least 30 minutes prior to the start time of the meeting. A shareholder who has completed the attendance registration shall be deemed to have attended the meeting in person.

Shareholders shall attend shareholders’ meetings based on attendance cards, sign-in cards, or other certificates of attendance. The Company may not arbitrarily require other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.

The Company shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in. The Company shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker’s slips, voting slips, and other meeting materials. Where there is an election of directors, pre-printed ballots shall also be furnished.

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

When the Company holds a shareholders’ meeting through video conferencing, shareholders who intend to attend the shareholders’ meeting through video conferencing shall register with the Company at least 2 days before the date of the shareholders’ meeting.

When holding a shareholders’ meeting through video conferencing, the Company shall upload the shareholders’ meeting handbook, annual report, and other relevant meeting materials to the video conferencing platform for the shareholders’ meeting at least 30 minutes prior to the start time of the meeting and continue to disclose such materials until the meeting ends.

Article 6-1. When holding a shareholders’ meeting through video conferencing, the Company shall specify the following particulars in the shareholders’ meeting notice:
I. The procedures for shareholders to participate in the shareholders’ meeting through video conferencing and to exercise their rights.
II. Actions to be taken if the video conference platform or participation in the video conference meeting is obstructed due to natural disasters, emergencies, or other force majeure events, including, but not limited to:
- (I) To what time the meeting is postponed or from what time the meeting will reconvene if the above obstruction continues and cannot be removed, and, if applicable, the date to which the meeting is postponed or on which the meeting will reconvene.
- (II) Shareholders who did not register to attend the original shareholders’ meeting by video conferencing may not attend the postponed or reconvened meeting.
- (III) When the Company holds a hybrid shareholders’ meeting, in the event that the meeting cannot be reconvened through video conferencing, after

deducting the number of shares represented by the shareholders attending through video conferencing, if the total number of the remaining shares meets the minimum legal amount of meeting participants, the shareholders’ meeting shall continue. For the shareholders attending through video conferencing, their shares shall be counted toward the total number of shares represented by the shareholders present at the meeting; however, they shall be considered abstained in all proposals of that meeting.

  - (IV) The procedures for when the resolutions of all proposals have been announced and no extempore motion has been made.

III. When holding a shareholders’ meeting through video conferencing, the Company shall specify the provisions of adequate alternative measures for shareholders who have difficulties attending the shareholders’ meeting through video conferencing.
Article7: If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the vice chairperson shall act in place of the chairperson; if there is no vice chairperson or the vice chairperson also is on leave or for any reason unable to exercise the powers of the vice chairperson, the chairperson shall appoint one of the managing directors to act as chair, or, if there are no managing directors, one of the directors shall be appointed to act as chair. Where the chairperson does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chair.
When a managing director or a director serves as chair, as referred to in the preceding paragraph, the managing director or director shall be one who has held that position for six months or more and who understands the financial and business conditions of the Company. The same shall be true for a representative of a juristic person director that serves as chair.
The shareholders’ meeting convened by the Board shall be attended by over half of the board of directors.
If a shareholders meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.

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

Article8: The Company, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the

registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures.

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

When holding the shareholders’ meeting through video conferencing, the Company shall keep records of shareholders’ enrollment, registration, attendance, questions asked, votes cast, and voting results and also make an uninterrupted audio and video recording of the proceedings of any shareholders’ meeting held through video conferencing.

The information as well as the audio and video recording mentioned in the preceding paragraph shall be properly preserved by the Company, and the audio and video recording shall be submitted to the personnel in charge of video conferencing on behalf of the Company for safekeeping.

The shareholders’ meeting is a video conference organizer. The Company is advised to record the video conference platform backstage operation interface.

Article9: Attendance at shareholders meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book or the sign-in cards handed in and the number of shares registered at the video conferencing platform plus the number of shares whose voting rights are exercised by correspondence or electronically.

The chair shall call the meeting to order at the appointed meeting time and disclose information concerning the number of nonvoting shares and number of shares represented by shareholders attending the meeting. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chairman shall declare the meeting adjourned. When holding the shareholders’ meeting through video conferencing, the Company shall also declare the meeting adjourned on the video conferencing platform for the shareholders’ meeting.

If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Paragraph 1 of Article 175 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders’ meeting shall be convened within 1 month. When the Company holds a shareholders’ meeting through video conferencing, shareholders intending to attend the meeting through video conferencing shall re-register with the Company in accordance with Article 6.

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

Article10: If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. Votes shall be cast on each separate proposal in the agenda (including extraordinary motions and amendments to the original proposals set out in the agenda). The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting. The provisions of the preceding paragraph apply mutatis mutandis to a shareholders meeting convened by a party with the power to convene that is not the board of directors.
The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.
The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote, and schedule sufficient time for voting.
Article11: Before speaking, an attending shareholder must specify on a speaker’s slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.
A shareholder in attendance who has submitted a speaker’s slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker’s slip, the spoken content shall prevail. Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder’s speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.
When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.
When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak on the

same proposal.

After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.

When the Company holds a shareholders’ meeting through video conferencing, the shareholders attending through video conferencing may ask questions by text on the video conferencing platform for the shareholders’ meeting from the time the meeting is commenced by the chair until the meeting is adjourned, subject to a limit of two questions per motion of 200 words each, provided that the provisions in Paragraph I to V do not apply.

If the aforementioned question does not violate the regulations or is within the scope of the motion, it is appropriate to disclose the question on the video conferencing platform of the shareholders’ meeting for public information.

Article12: Voting at a shareholders meeting shall be calculated based the number of shares. With respect to resolutions of shareholders meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.

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

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

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

Article13: A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.

When the Company holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice. Shareholders who exercise voting rights in writing or electronic means are deemed to attend the shareholders’ meeting in person. However, the provisional motion and the amendment to the original motion are considered abstained, so the Company is

advised to avoid provisional motion and amendment to the original motion.

A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Company before two days before the date of the shareholders meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent. However, the meaning before the declaration is withdrawn, is not limited to this.

After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders’ meeting in person or through video conferencing, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to the Company, by the same means by which the voting rights were exercised, 2 days before the date of the shareholders’ meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders meeting, the voting rights exercised by the proxy in the meeting shall prevail. Except as otherwise provided in the Company Act and in the Company’s articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.

When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.

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

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

When the Company holds a shareholders’ meeting through video conferencing, shareholders attended by video conferencing shall vote on each motion and election motion through the video conferencing platform from the time the meeting is commenced by the chair and shall complete the voting before the end of the voting is

announced by the chair; if the vote was made overdue, then it shall be deemed as they waived their rights.

When the Company holds a shareholders’ meeting through video conferencing, the counting operation must be a one-time count after the end of voting is announced by the chair, and then the chair shall announce the results of voting and election.

If a shareholder who registered to attend the video-assisted shareholders’ meeting through video conferencing in accordance with the provisions in Article 6 intends to attend a physical shareholders’ meeting, he or she shall exercise a declaration of intent to retract the registration with the same method as the registration was made 2

days prior to the day of the shareholders’ meeting; if the declaration of intent to retract was made overdue, then he or she may only attend the shareholders’ meeting by video conferencing.

If a shareholder exercises his or her voting rights by correspondence or electronically and does not retract his or her intent and attends the shareholders’ meeting by video conferencing, he or she may not exercise his or her voting rights on the original motion or propose amendments to the original motion or exercise his or her voting rights on amendments to the original motion, except for a temporary motion.

Article14: The election of directors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes with which they were elected. The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
Article15: Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form.

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

The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair’s full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including the number of voting rights), and disclose the number of voting rights won by each candidate in the event of an election of directors. The minutes shall be retained for the duration of the existence of the Company.
Where a video conference shareholders’ meeting is convened, in addition to the

particulars to be included in the meeting minutes as described in the preceding paragraph, the start time and end time of the shareholders’ meeting, how the meeting is convened, the name of the chairperson and secretary, as well as the actions to be taken in the event of interruptions to the video conference platform or participation due to natural disasters, emergencies, or other force majeure circumstances shall also be included in the minutes.

When holding a shareholders’ meeting through video conferencing, the Company shall handle relevant matters in accordance with the preceding provision, and specify in the meeting minutes the provisions of the alternative measures to shareholders having difficulties attending the shareholders’ meeting through video conferencing.

Article16: On the day of a shareholders meeting, the Company shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation, the number of shares represented by the proxies, and the number of shares attended by correspondence or electronically, and shall make an express disclosure of the same at the place of the shareholders meeting; when holding a shareholders’ meeting through video conferencing, the Company shall upload the aforementioned information to the video conferencing platform for the shareholders’ meeting at least 30 minutes prior to the time the meeting commences and continue to disclose it until the meeting ends.
When holding a shareholders’ meeting through video conferencing, the Company shall disclose the total number of shares in attendance on the video conferencing platform from the time the meeting is commenced by the chair. The same applies to the statistics on the total number of shares in attendance and number of votes during the meeting.
If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation (or GreTai Securities Market) regulations, the Company shall upload the content of such resolution to the MOPS within the prescribed time period.
Article17: Staff handling administrative affairs of a shareholders meeting shall wear identification cards or arm bands.
The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband.
At the place of a shareholders meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the Company, the chair may prevent the shareholder from so doing.
When a shareholder violates the rules of procedure and defies the chair’s correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.

Article18: When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.
If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue. A resolution may be adopted at a shareholders meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act.
Article19: When holding the shareholders’ meeting through video conferencing, the Company shall disclose the results of voting for each proposal and the election immediately after voting ends in accordance with the provisions and continue to disclose such information for at least 15 minutes after the meeting is adjourned by the chair.
Article20: At the time of the Company’s video shareholders’ meeting, the chairman and recorders shall declare the address of that place at the same place in the country.
Article21: As a video conference organizer, the Company may provide a simple connection test to shareholders before the meeting and provide relevant services immediately before and during the meeting to help deal with the technical issues of communication. Where the shareholders’ meeting is held through video conferencing, when declaring the meeting open, the chairperson shall also declare, unless under circumstances where a meeting is not required to be postponed to or resumed at another time according to Paragraph 4 of Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if the video conference platform or participation is obstructed due to natural disasters, emergencies, or other force majeure circumstances before the chairperson declares the meeting adjourned, and the obstruction continues for more than 30 minutes, the meeting shall be postponed to or reconvened on another date within five days, in which case Article 182 of the Company Act shall not apply.
In the event that the meeting shall be postponed or reconvened due to circumstances described in the preceding paragraph, shareholders who did not register to attend the original shareholders’ meeting by video conferencing may not attend the postponed or reconvened meeting.
In the event that the Company shall postpone or reconvene the meeting in accordance with Paragraph II, for shareholders who registered to attend the original shareholders’ meeting by video conferencing and whose attendance registration was accepted but did not attend the postponed or reconvened meeting, the number of their shares, votes they exercised, and votes they received shall be counted toward the total number of

shares in attendance, exercised votes, and number of votes at the postponed or reconvened meeting.

In the event that the Company postponed or reconvened the meeting in accordance with the provisions in Paragraph II, the Company does not need to re-discuss or re-resolve the proposals with completed votes casting and counting and announced results of the voting, or elected list of directors and supervisors.

When the Company holds a hybrid shareholders’ meeting, and the video conference meeting cannot continue due to circumstances described in Paragraph II, if the total number of shares represented at the meeting after deducting those represented by the shareholders attending through video conferencing still meets the minimum legal requirement for a shareholders’ meeting, then the meeting shall continue without the need to postpone or reconvene in accordance with Paragraph II.

In the event that the meeting shall continue under the circumstances described in the preceding paragraph, for shareholders attending the shareholders’ meeting by video conferencing, the number of their shares shall be counted toward the total number of shares in attendance; however, they shall be considered abstained in all proposals of that meeting.

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

The Company shall hold the postponed or reconvened shareholders’ meeting in accordance with the provisions in Paragraph 2 on the dates within the period specified in the second half of Article 12 and Paragraph 3 of Article 13 of the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies as well as Paragraph 2 of Article 44-5, Article 44-15, and Paragraph 1 of Article 44-17 of the Regulations Governing the Administration of Shareholder Services of Public Companies.

Article22: When holding a shareholders’ meeting through video conferencing, the Company shall provide adequate alternative measures available to shareholders with difficulties in attending a video conferencing shareholders’ meeting.
Article23: These Rules shall take effect after having been submitted to and approved by a shareholders meeting. Subsequent amendments thereto shall be affected in the same manner.

On May 29 2003 the shareholders’ meeting agreed to implement these rules. The first amendment was made on June 23, 2006.

The second amendment was made on June 21, 2012.

The third amendment was made on June 18, 2013.

The fourth amendment was made on June 17, 2019. The fifth amendment was made on June 24, 2020. The sixth amendment was made on June 23, 2022.

Appendix III Shareholdings of All Directors

I. As of November 27, 2025 (the record date for the extraordinary shareholders’ meeting), the Company had issued a total of1 82,626,815 shares.
II. According to the “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies,” all directors are statutorily required to hold a minimum of 10,957,608 shares.
III. As of the record date for the extraordinary shareholders’ meeting (November 27, 2025), the shareholdings of individual and all directors are as follows:

Title	Name	Number of shares held on record date
Chairman	Dejie Investment Co., Ltd. Corporate Representative: Chia-Wen Yeh	57,285,713
Director	Dejie Investment Co., Ltd. Corporate Representative: Po-Chun Yeh
Director	Dejie Investment Co., Ltd. Representative: Ivan Liu
Director	Dejie Investment Co., Ltd. Representative: Kuo-ChangWang
Director	Dejie Investment Co., Ltd. Representative: Che-ShengShen
Independent Director	Sen Jan	0
Independent Director	Yen-Hui Ko	0
Independent Director	Wei-ChangLi	0
Independent Director	Chung-Chi Chou	0
Total		57,285,713

AI assistant

G.M.I — AGM Information 2025

52314_rns_2025-12-10_2d28cabf-8bbb-4f42-89d7-281d647cfd91.pdf

GMI Technology Inc.

2025 First Extraordinary Shareholders’ Meeting

Meeting Handbook

Table of Contents

GMI Technology Inc.

Agenda of the 2025 First Extraordinary Shareholders’

Meeting

I. Discussion Items

Proposed by the Board of Directors

II. Other Proposals and Extempore Motions

III. Adjournment

Attachment I

Supplementary Agreement

I. Supplementary Agreement:

Attachment II

Equipment Leasing Agreement

1. Equipment leasing

2. Terms

3. Rent and payments

4. Delivery and acceptance

5. Maintenance and repair

6. Purpose and location

7. Insurance

8. Ownership and Proprietary Rights

9. Loss or damage

10. Breach and Limitation of Liability

11. UCC-1 registration

12. Equipment return

13. Confidentiality

14. Force Majeure

15. Transfer and sublease

16. Obey the law

17. Matters for Attention

18. Applicable law and jurisdiction

19. All agreements

Lessor: GMI USA Corporation

Appendix A: Equipment List

Attachment III

Subsidiary of GMI Technology Inc. - GMI USA

Corporation

Evaluation Report on Asset Leases to Related Parties

Cash income and expenditure forecasts for the 12 months following the contract signing date, and

Reasonableness of capital allocation

Attachment IV

To: The Management of GMI Technology Inc.

Attachment V

Reasonableness Valuation Report for the GPU Super Server SYS-821GE-TNHR Equipment Lease Contract Commissioned by GMI Technology Inc.

To: GMI Technology Inc.

Appendix I

GMI Technology Inc. Articles of Incorporation

Appendix II

GMI Technology Inc. Rules and Procedures for Shareholders’ Meeting

Appendix III Shareholdings of All Directors

More from G.M.I

G.M.I AGM Information 2025