Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

HNMC AGM Information 2026

Apr 24, 2026

52702_rns_2026-04-24_f5975f45-a690-43c0-848f-44e50497500f.pdf

AGM Information

Open in viewer

Opens in your device viewer

Stock Code: 7799

HE·RON

HERON NEUTRON MEDICAL CORP.

2026 Annual General Shareholders’ Meeting Handbook

Date and Time: May 27, 2026, 10:00 a.m.

Venue: International Conference Hall, 2F, No. 8, Sec. 2, Shengyi Rd., Zhubei City, Hsinchu County

Convention Method: Physical Convention of Shareholders’ Meeting


Table of Contents

One. Meeting Procedure 1
Two. Meeting Agenda 2
I. Reporting Items 3
II. Ratification Items 4
III. Discussions 4
IV. Elections 5
V. Other Proposals 5
VI. Extraordinary Motions 5
VII. Adjournment 5

Three. Attachments
I. 2025 Business Report 6
II. 2025 Audit Committee’s Review Report on the Financial Statements 11
III. Remuneration of Directors in 2025 12
IV. Sound Operation Plan Implementation Status 13
V. 2025 Independent Auditors' Report and Financial Statements 15
VI. 2025 Deficit Compensation Statement 24
VII. Comparison Table for Amendments of “Articles of Incorporation” 25
VIII. Comparison Table for Amendments of “Rules of Procedure for Shareholders’ Meeting” 29
IX. Independent Director Candidate List 31
X. Cancellation of Non-compete Restrictions for Directors of the Company 33

Four. Appendices
I. Articles of Incorporation (Before Amendment) 34
II. Rules of Procedure for Shareholders' Meetings (Before Amendment) 44
III. Procedures for Election of Directors 61
IV. Shareholdings of All Directors 65


1

Heron Neutron Medical Corp.
2026 Annual General Shareholders’ Meeting Procedure

I. Call Meeting to Order
II. Chairman’s Remarks
III. Report Items
IV. Ratification Items
V. Discussions
VI. Elections
VII. Other Proposals
VIII. Extraordinary Motions
IX. Adjournment


Heron Neutron Medical Corp.
2026 Annual General Shareholders’ Meeting Agenda

Convention Method: Physical Convention of Shareholders’ Meeting
Date and Time: May 27, 2026, 10:00 a.m.
Venue: International Conference Hall, 2F, No. 8, Sec. 2, Shengyi Rd., Zhubei City, Hsinchu County

I. Call the Meeting to Order (Report the number of shares represented by attending shareholders)

II. Chairman’s Remarks

III. Report Items:
(1) The Company's 2025 Business Report.
(2) The Company’s Audit Committee’s Review Report on the 2025 Financial Statements.
(3) Report on 2025 Distribution of Remuneration of Directors.
(4) Report on Sound Operation Plan Implementation Status.
(5) Report on Signing of Sales and Purchase Agreements with Related Parties.

IV. Ratification Items:
(1) The Company’s 2025 business report and financial statements.
(2) Proposal for 2025 deficit compensation of the Company.

V. Discussions:
(1). Proposal for amendment to the “Articles of Incorporation”.
(2). Proposal for amendment to the “Rules of Procedure for Shareholders’ Meetings”.

VI. Elections:
(1). Proposal for election of one additional independent director.

VII. Other Proposals:
(1). Proposal for cancellation of non-compete restrictions for directors and their representatives of the Company.

VIII. Extraordinary Motions

IX. Adjournment

2


I. Reporting Items

Proposal 1
Agenda: The Company’s 2025 Business Report, submitted for review.
Explanation: Please refer to Attachment 1 (pages 6-10) for the Company's 2025 Business Report.

Proposal 2
Agenda: The Company’s Audit Committee’s Review Report on the 2025 Financial Statements, submitted for review.
Explanation: Please refer to Attachment 2 (page 11) for the Company’s Audit Committee’s Review Report on the 2025 Financial Statements.

Proposal 3
Agenda: Report on remuneration of directors in 2025, submitted for review.
Explanation: Please refer to Attachment 3 (pages 12) for the remuneration of directors in 2025.

Proposal 4
Agenda: Report on Sound Operation Plan Implementation Status, submitted for review.
Explanation: Please refer to Attachment 4 (pages 13-14) for the sound operation plan implementation status.

Proposal 5
Agenda: Report on signing of sales and purchase agreements with related parties.
Explanation: (1) Main content: Hermes-Epitek Corp. proposed to purchase the "accelerator-based boron neutron capture therapy system and related radiation shielding facilities" from the Company.
(2) Actual transaction amount and terms: Transaction price of NT$ 1.2 billion.
(3) Whether the transaction price is calculated in accordance with the principle approved by the Board of Directors: Yes.
(4) Whether the total value is under the limit on annual transaction value approved by the Board of Directors. If the transaction amount exceeds the annual transaction amount limit, the reason, necessity, and reasonableness shall be explained: The Company enters into trading contracts in accordance with the transaction amounts approved by the Board of Directors, and no transaction amount has exceeded the annual transaction amount limit approved by the Board of Directors.

3


4

II. Ratification Items

Proposal 1
[Proposed by the Board of Directors]

Agenda: The Company's 2025 Business Report and Financial Statements, submitted for ratification.

Explanation: (I) The Company's 2025 business report and financial statements have been prepared completely, and the 2025 financial statements have been audited by CPAs Dian-Yi Li and Shu-Chien Pai of PwC Taiwan.

(II) Please refer to Attachment 1 (pages 6-10) for the 2025 Business Report, and Attachment 5 (pages 15-23) for the Independent Auditor’s Report and Financial Statements.

Resolution:

Proposal 2
[Proposed by the Board of Directors]

Agenda: Proposal for the 2025 deficit compensation of the Company, submitted for ratification.

Explanation: Please refer to Attachment 6 (page 24) for the Company’s 2025 Deficit Compensation Statement.

Resolution:

III. Discussions

Proposal 1
[Proposed by the Board of Directors]

Agenda: Proposal for amendments of the "Articles of Incorporation", submitted for discussion.

Explanation: To cope with the Company's future operational development needs, amendments to partial provisions of the Articles of Incorporation are proposed. Please refer to Attachment 7 (pages 25-28) for the Comparison Table of Amendments to Articles of Incorporation.

Resolution:

Proposal 2
[Proposed by the Board of Directors]

Agenda: Proposal for amendment to the "Rules of Procedure for Shareholders' Meetings", submitted for discussion.

Explanation: To comply with amendments to laws and regulations and practical requirements, it is proposed to amend partial provisions of the "Rules of Procedure for Shareholders' Meetings." Please refer to Attachment 8 (pages 29-30) for the Comparison Table of Amendments.

Resolution:


5

IV. Elections

Proposal 1
[Proposed by the Board of Directors]

Agenda: Proposal for election of one additional independent director.

Explanation: (I) To meet operational needs, the Company proposes to elect one independent director at the 2026 annual general shareholders' meeting, with a term of office from May 27, 2026, the date of election at the annual shareholders' meeting, to January 13, 2028, the expiration date of the current directors' term.

(II) In accordance with the Articles of Incorporation, a candidate nomination system is adopted for the director election, and shareholders shall elect directors from the director candidate list.

(III) The independent director candidate list submitted to the shareholders' meeting for election has been approved by the Board through nomination resolution on April 15, 2026. Please refer to Attachment 9 (page 31-32) for details.

Resolution:

V. Other Proposals

Proposal 1
[proposed by the Board of Directors]

Agenda: Proposal for cancellation of non-compete restrictions for directors and their representatives of the Company for discussion.

Explanation: (I) It is proposed to proceed according to Article 209 of the Company Act, "a director who does anything for himself or on behalf of another person that is within the scope of the company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval".

(II) For the current directors and their representatives, it is proposed to submit a request to the shareholders' meeting for approval on the cancellation of the non-compete restrictions on the Company's directors in accordance with Article 209 of the Company Act. Please refer to Attachment 10 (page 33) for details.

Resolution:

VI Extraordinary Motions

VII. Adjournment


Attachment 1

Heron Neutron Medical Corp. Business Report

I. Operational Policy

In 2025, the global accelerator-based boron neutron capture therapy (AB-BNCT) industry continued to accelerate its development, and gradually transitioned from the technology research and development stage to clinical evidence and industrialization and commercialization. With the increasingly mature accelerator neutron source technology, significant improvements in equipment stability and continuous optimization of new-generation boron-containing drugs in tumor selectivity and biodistribution, BNCT has transformed from research-based applications to a precision cancer treatment platform with the potential for large-scale development. Japan is the first country to complete clinical approval of BNCT and puts it into practical medical application. Japanese developers have achieved specific results in the field of recurrent head and neck cancer treatment and have become an important benchmark for global BNCT clinical development. Many countries in Asia and Europe are actively investing in the establishment and planning of AB-BNCT centers. The number of relevant facilities worldwide is steadily growing, and the scope of clinical research has gradually expanded from a single cancer type to multiple refractory tumors, demonstrating its potential value for cross-cancer application. With the improvement of equipment standardization and the increasing maturity of the industry-academia medical collaboration model, AB-BNCT has gradually entered the stage of clinical evidence accumulation and preliminary market development. In the future, the growth in application scale and business value in the Asia-Pacific and European and American markets is promising.

To cope with the global medical technology development trends and the Company's long-term strategic blueprint, as the global AB-BNCT industry accelerates, the Company has established four main operational focuses of "technology enhancement, clinical expansion, international deployment, and operation optimization" in 2025, serving as the core direction for annual operational promotion and resource allocation.

First, in terms of technology, we will continue to improve the stability and output efficiency of the accelerator neutron source, and optimize dose control precision and treatment safety, while simultaneously strengthening overall system integration capability and software and hardware collaborative


performance, in order to improve the long-term reliability of equipment operation and the convenience of clinical operation. In addition, we also actively plan and promote a multi-indication clinical trial layout as part of our clinical strategy, and expand the scope of treatment to cancer types with a high level of unmet medical needs, in order to continuously accumulate clinical evidence data and treatment results. Furthermore, we have established the Company's professional visibility and academic influence in the global BNCT field through international journal publications and academic exchanges. Third, in terms of market development and international cooperation, we will strengthen alliances with overseas medical institutions and strategic partners, and also assess a variety of cooperation models, including joint construction, multicenter collaboration, and clinical collaboration, thereby steadily promoting our planning of the Asia-Pacific and European-American markets. Finally, regarding the operation management, we aim to strengthen cost control mechanisms and manufacturing standardization processes, and also optimize supply chain integration and cross-departmental resource allocation efficiency, in order to enhance overall operational resilience and long-term profitability. Through the systematic promotion of the aforementioned strategies, the Company will continue to consolidate its core competitive advantages and steadily move towards the long-term vision of becoming a leading brand in precision cancer treatment.

II. Implementation Overview

In 2025, the Company followed the established operational policy and the annual business plan to actively promote core technology enhancement and clinical expansion planning. Key projects and operational objectives have been executed carefully according to the planned schedule, and the overall progress has exceeded expectations. In terms of technology, the Company continued to optimize the stability and output efficiency of the accelerator neutron source, and has completed a number of key subsystem upgrades and overall performance verification tests, such that equipment operation reliability and treatment precision have been significantly improved. Meanwhile, we also exerted efforts to further strengthen the integration of the treatment planning system, dose simulation model, and clinical operation procedures and aim to improve risk management and quality verification mechanisms, thereby ensuring the safety, repeatability, and standardization of clinical applications. Accordingly, the Company's competitive advantages in the AB-BNCT system integration and application technology domain are further secured and enhanced.

In terms of clinical and medical cooperation, the Company continues to


strengthen its cooperative relationship with domestic and foreign medical institutions and professional teams, in order to steadily promote clinical case enrollment, treatment execution, and efficacy tracking operations for existing indications. Moreover, we also simultaneously planned further expansion into other cancer areas with high unmet medical needs. Through continuous accumulation of clinical data and analysis of long-term follow-up results, a comprehensive empirical foundation has been established. In addition, our active participation in international academic conferences and professional forums has allowed the presentation of research results and clinical experience, enhancing the Company's academic visibility and professional influence within the global BNCT community, thereby establishing a solid foundation for subsequent market development and commercialization promotion.

Regarding the market promotion and operation planning, the Company actively participates in international professional exhibitions and industrial exchange activities to expand potential cooperative opportunities and to increase international brand exposure. At the same time, we also carefully assessed overseas market cooperation models and technology export strategies to continuously optimize our business model and revenue structure. Furthermore, in response to industry development and future expansion needs, the Company continued to strengthen its internal governance framework and quality management system while improving the manufacturing process standardization level and supply chain integration efficiency, and implementing cost control and risk management mechanisms, in order to further improve overall operational efficiency and financial soundness.

In general, in 2025, the Company has achieved steady and substantial progress in several areas including the enhancement of technology R&D, advancement of clinical applications, expansion of international cooperation, and strengthening of operational management, thus establishing a solid foundation for subsequent commercialization scale expansion and long-term sustainable growth. In addition, we also continued to move towards the goal of becoming a key promoter in the precision cancer treatment field worldwide.

8


III. Financial Performance

Unit: NT$ thousand

Item\Year 2025 2024 Change %
Operating revenue 10,308 - -
Operating cost (36,090) (3,587) 906.13
Gross loss from operations (25,782) (3,587) 618.76
Operating expense (508,541) (255,409) 99.11
Operating loss (534,323) (258,996) 106.31
Net loss of the current period (481,666) (260,077) 85.20
Loss per share (NT$) (3.31) (2.04)

The Company obtained the medical device license in June 2024 and commenced clinical trials in November 2024, without generating any operating revenue. In addition, the boron-containing therapeutic drug BPA also entered its clinical trials, such that relevant R&D expenses increased.

IV. Research and Development Status

In 2025, the Company continued to strengthen the research and development of key technologies of the AB-BNCT system, focusing on the stabilization control of the accelerator neutron source output, beam quality optimization, and improvement of thermal neutron conversion efficiency. In addition, we have also introduced a real-time monitoring and feedback control mechanism to enhance the reliability and safety of long-term operation. Meanwhile, for the treatment planning system (TPS), the dose calculation algorithm and model accuracy have been optimized to improve the resolution and reproducibility of tumor and normal tissue dose evaluation.

Furthermore, the Company has also analyzed the in vivo pharmacokinetic characteristics and tumor uptake ratio (T/N ratio) of boron-containing drugs, and has adjusted dosage parameter settings based on clinical treatment feedback to strengthen personalized treatment planning capabilities. We aim to continue to improve overall system performance and to raise the technological barriers through multi-level research and development advancements via engineering


optimization, physical verification, and clinical data integration. Moreover, we also simultaneously strengthen our intellectual property rights planning to secure the Company's technological leading position in the field of AB-BNCT.

Responsible Person: Shu, Chin-Yung
Managerial Officer: Shen, Hsiao-Lien
Accounting Officer: Wang, Wen-Cheng

10


Attachment 2

Heron Neutron Medical Corp.

Audit Committee’s Review Report

The Company's 2025 business report, financial statements, and deficit compensation proposal have been prepared and submitted by the Board of Directors. Among other things, the financial statements have been audited by PwC Taiwan, which issued an external auditor's report accordingly. Based on the Audit Committee's review, we found no inconsistencies in the said business report, financial statements, and deficit compensation proposal. This report is presented in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act accordingly.

Please review.

Submitted to

Heron Neutron Medical Corp.

Audit Committee Convener: Chyan Yang

March 10, 2026


Attachment 3

The Company's payment policy, system, standards, and structure for the remuneration of directors, as well as the relationship between remuneration and the job duties performed, risks undertaken, and time invested is described in the following:

(I) In accordance with the Company's "Regulations Governing Remuneration to Directors, Functional Committee Members and Managerial Officers", the Company's directors do not receive a fixed salary, but receive directors' remuneration in accordance with the Company's Articles of Incorporation when the Company makes a profit.
(II) In accordance with Article 23 of the Articles of Incorporation, the Company shall distribute no more than 3% of its annual profit as the directors' remuneration. Since the Company operated at a loss before 2025, no remuneration was paid to the directors.
(III) The remuneration paid to directors and supervisors in 2025 was as follows:

(1) Remuneration of directors
Unit: NTS thousands; %

Job Title Name Remuneration of directors Total of four items of A+B+C+D as a percentage of net income after tax Compensation received for concurrently serving as an employee Total of seven items of A+B+C+D+E+F+G as a percentage of net income after tax Remuneration from reinvested businesses other than subsidiaries or the parent company
Remuneration (A) Severance pay and pension (B) Remuneration of directors (C) Business execution expenses (D) Salary, bonus and special allowance (E) Severance pay and pension (F) Compensation of employees (G)
The Company All companies included in the financial statements The Company All companies included in the financial statements The Company All companies included in the financial statements The Company All companies included in the financial statements The Company All companies included in the financial statements The Company All companies included in the financial statements The Company Severance pay and pension (F) Compensation of employees (G) The Company All companies included in the financial statements
Cash amount Stock amount Cash amount Stock amount
Chairman HonSean-JY Company Limited 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Representative: Shu Chin-Yang 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Director Han Hsin Investment Corp. 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Representative: Archie Hwang 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Director Han Shin Corp. 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Representative: Sue Lin 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Director SINCERE HOLDING COMPANY 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Representative: Amy Chen 0 0 0 0 0 40 40 40 (0.01) 40 (0.01) 0 0 0 0 0 0 0 0 40 (0.01) 40 (0.01) 0
Independent Director Chyan Yang 0 0 0 0 0 130 130 130 (0.03) 130 (0.03) 0 0 0 0 0 0 0 0 130 (0.03) 130 (0.03) 0
Independent Director Lin Chih-Chieh 0 0 0 0 0 130 130 130 (0.03) 130 (0.03) 0 0 0 0 0 0 0 0 130 (0.03) 130 (0.03) 0
Independent Director Jay Hsieh 0 0 0 0 0 150 150 150 (0.03) 150 (0.03) 0 0 0 0 0 0 0 0 150 (0.03) 150 (0.03) 0

(2) Remuneration of supervisors

The Company established an Audit Committee following a full re-election at an extraordinary shareholders' meeting held on January 14, 2025, and the supervisors were dismissed accordingly.


Attachment 4

Heron Neutron Medical Corp.

Sound Operation Plan Implementation Status

In accordance with the regulations specified in the Taipei Exchange's Zheng-Gui-Shen-Zi No. 1130009875 Letter dated November 19, 2024, the Company's sound operation plan implementation status is reported to the Board of Directors for review on a quarterly basis and is also reported to the shareholders' meeting.

Unit: NT$ thousand

(Except for loss per share in NT$)

Item Actual number 2025 Estimated amount 2025 Achievement rate
Operating revenue 10,308 19,240 54%
Operating cost 36,090 8,248 438%
Gross loss from operations (25,782) 10,992 -235%
Sales expense 55,582 35,988 154%
Administrative expense 131,094 71,640 183%
R&D expense 321,865 427,810 75%
Total operating expenses 508,541 535,438 95%
Operating loss (534,323) (524,446) 102%
Non-operating revenue/expenditure 52,657 1,200 4388%
Net loss before tax (481,666) (523,246) 92%
Net loss of the current period (481,666) (523,246) 92%
Other comprehensive profit and loss (net) (538,586) - 195%
Total comprehensive income for the current period (1,020,252) (523,246) 195%
Loss per share (3.31) (3.73) 89%

Explanation:

(I) The 2025 operating revenue was NT$10,308 thousand, with an achievement rate of 54%. However, since the signing of the pharmaceutical procurement contract with the hospital was completed in May 2025, resulting in a delay of the sales schedule and the revenue achievement rate was also reduced.
(II) The 2025 operating cost was NT$ 36,090 thousand, with an achievement rate of 438%, and it was primarily due to the transfer of compassionate treatment-


related expenses from R&D expense to operating cost of NT$31,266 thousand, and due to the recognition of NT$3,048 thousand in obsolescence loss for BPA pharmaceutical products, resulting in sales costs being higher than estimated.

(III) The 2025 operating expense was NT$508,541 thousand, with an achievement rate of 95%, and this was mainly due to the recognition of costs associated with the reservation for a cash capital increase for public listing and the issuance of employee stock options of NT$140,564 thousand, causing a significant impact on the overall operating expense. In addition, the low R&D expense achievement rate was mainly due to compassionate treatment-related expenses adjusted to operating costs of NT$31,266 thousand, the extension of the clinical trial subject number change project to 2026 with an estimated amount of NT$89,349 thousand, and a portion of R&D projects being extended for future execution with an estimated amount of NT$36,957 thousand.

(IV) The 2025 non-operating revenue/expenditure was NT$52,657 thousand, with an achievement rate of 4388%, and it was mainly due to the Company's fundraising for public listing of NT$10.8 billion in 2025, resulting in an increase in interest income by NT$40,186 thousand. Furthermore, due to the undrawn loan amount, interest expenses of NT$4,800 thousand were saved.

(V) In view of the above results, the 2025 net loss before tax was NT$481,666 thousand, with an achievement rate of 92%.

(VI) Ongoing improvement measures:

  1. Strengthening of the domestic operation foundation: Enhance the reliability and service quality of our AB-BNCT equipment, and enhance medical institution collaborations.

  2. Promotion of clinical integrated application: Systematically accelerate drug development and clinical validation to improve treatment efficacy.

  3. Enhancement of visibility in the international market: Strengthen overseas cooperation through international exchange and industry events.

  4. Advancement of R&D in core technologies: Continue to invest in advanced equipment and new drug development to maintain our technological advantage.

  5. Extension of clinical application fields: Assess the feasibility of BNCT in different indications and medical fields, and expand its application value.

14


Attachment 5

INDEPENDENT AUDITORS' REPORT TRANSLATED FROM CHINESE

PWCR25000484

To the Board of Directors and Shareholders of HERON NEUTRON MEDICAL CORP.

Opinion

We have audited the accompanying balance sheets of HERON NEUTRON MEDICAL CORP. (the “Company”) as at December 31, 2025 and 2024, and the related statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the financial statements, including a summary of material accounting policies.

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

Basis for opinion

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

Key audit matters

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


16

Existence of cash in banks

Description

The balance of cash and cash equivalents amounted to NT$2,348,611 thousand as of December 31, 2025, constituting 20% of total assets. Cash equivalents refer to short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. As of December 31, 2025, time deposits that did not meet the definition of cash equivalents amounted to NT$7,880,000 thousand, constituting 68% of total assets and were classified as current financial assets at amortised cost. As the abovementioned assets are material to total assets, we consider the existence of cash in banks as a key audit matter.

How our audit addressed the matter

Our audit procedures in relation to the above key audit matter included:

  1. Confirmed the bank accounts and special agreements with financial institutions; verification of the existence of bank deposits and related rights and obligations.
  2. Verified the accuracy and authenticity of the essential information of the bank account confirmation recipients.
  3. Vouched for significant cash receipts and payments to ensure there are no material or unusual transactions.
  4. Confirmed the classification of time deposits are classified in accordance with the conditions for "cash equivalents" and "financial assets measured at amortized cost" as stated in Notes 4(5) and 4(7) of the financial statements.

Responsibilities of management and those charged with governance for the financial statements.

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

In preparing the 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.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the 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 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 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 auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
  5. Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the

17


underlying transactions and events in a manner that achieves fair presentation.

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

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

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

Li, Tien-Yi
Shu-Chien Pai
For and on behalf of PricewaterhouseCoopers, Taiwan
March 10, 2026

The accompanying financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

As the financial statements are the responsibility of the management, PricewaterhouseCoopers Taiwan cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

18


HERON NEUTRON MEDICAL CORP.
BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)

Assets Notes December 31, 2025 December 31, 2024
AMOUNT % AMOUNT %
Current assets
1100 Cash and cash equivalents 6(1) $ 2,348,611 20 $ 723,966 47
1136 Financial assets at amortised cost, net-current 6(3) and 8 7,880,000 68 100,000 7
1170 Accounts receivable, net 331 - - -
1200 Other receivables 5,182 - 433 -
1220 Current tax assets 4,654 - 938 -
130X Inventories 6(4) 67,340 1 6,372 -
1410 Prepayments 6(5) 246,587 2 84,441 5
11XX Total current assets 10,552,705 91 916,150 59
Non-current assets
1517 Non-current financial assets at fair value through other comprehensive income 6(2) 415,032 4 - -
1600 Property, plant and equipment 6(6) 283,792 2 283,957 19
1755 Right-of-use assets 6(7) 291,650 3 304,091 20
1780 Intangible assets 6(8) 34,245 - 36,378 2
1900 Other non-current assets 1,192 - 3,806 -
15XX Total non-current assets 1,025,911 9 628,232 41
1XXX Total assets $ 11,578,616 100 $ 1,544,382 100

HERON NEUTRON MEDICAL CORP.
BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)

Liabilities and Equity Notes December 31, 2025 December 31, 2024
AMOUNT % AMOUNT %
Current liabilities
2170 Accounts payable $ 13,256 - $ 223 -
2200 Other payables 45,564 1 39,853 3
2280 Lease liabilities-current 6(7) 5,535 - 3,964 -
2300 Other current liabilities 420 - 257 -
21XX Total current liabilities 64,775 1 44,297 3
Non-current liabilities
2550 Provisions for liabilities-non-current 6(11) 22,838 - 22,113 2
2580 Lease liabilities-non-current 6(7) 1,691 - 5,549 -
25XX Total non-current liabilities 24,529 - 27,662 2
2XXX Total liabilities 89,304 1 71,959 5
Equity
Share capital 6(12)
3110 Ordinary share 1,575,120 14 1,393,550 90
3140 Advance receipts for ordinary share 360 - - -
Capital surplus 6(13)
3200 Capital surplus 10,934,084 94 674,865 43
Accumulated deficit 6(14)
3350 Accumulated deficit ( 481,666) ( 4) ( 595,992) ( 38)
3400 Other equity interest ( 538,586) ( 5) - -
3XXX Total equity 11,489,312 99 1,472,423 95
Significant Contingent Liabilities and Unrecognised Contract Commitments 9
Significant Events After the Balance 11
Sheet Date
3X2X Total liabilities and equity $ 11,578,616 100 $ 1,544,382 100

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


HERON NEUTRON MEDICAL CORP.
STATEMENTS OF COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except for loss per share)

Items Notes Year ended December 31
2025 2024
AMOUNT % AMOUNT %
4000 Operating revenue 6(15) $ 10,308 100 $ - -
5000 Operating costs 6(4) ( 36,090) ( 350) ( 3,587) -
5900 Gross loss from operations ( 25,782) ( 250) ( 3,587) -
Operating expenses 6(19)(20) and 7
6100 Selling expenses ( 55,582) ( 539) ( 17,485) -
6200 Administrative expenses ( 131,094) ( 1272) ( 64,534) -
6300 Research and development expenses ( 321,865) ( 3123) ( 173,390) -
6000 Total operating expenses ( 508,541) ( 4934) ( 255,409) -
6900 Net operating loss ( 534,323) ( 5184) ( 258,996) -
Non-operating income and expenses
7100 Interest income 6(16) 46,186 448 5,724 -
7010 Other income 433 4 - -
7020 Other gains and losses 6(17) 6,925 67 ( 6,622) -
7050 Finance costs 6(18) ( 887) ( 8) ( 183) -
7000 Total other non-operating income and expenses 52,657 511 ( 1,081) -
7900 Loss before income tax ( 481,666) ( 4673) ( 260,077) -
7950 Income tax expense 6(21) - - - -
8200 Loss for the year ($ 481,666) ( 4673) ($ 260,077) -
Other comprehensive income
Components of other comprehensive income (loss) that will not be reclassified to profit or loss
8316 Unrealised gains (loss) on valuation of financial assets at fair value through other comprehensive income 6(2) ($ 538,586) ( 5225) $ - -
8310 Components of other comprehensive income that will not be reclassified to profit or loss ( 538,586) ( 5225) $ - -
8300 Other comprehensive loss ($ 538,586) ( 5225) $ - -
8500 Total comprehensive loss for the year ($ 1,020,252) ( 9898) ($ 260,077) -
Losses per share (in dollars) 6(22)
9750 Basic ($ 3.31) ($ 2.04)

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


HERON NEUTRON MEDICAL CORP.
STATEMENTS OF CHANGES IN EQUITY
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)

Share capital

Notes Ordinary share Advance receipts for share capital Capital surplus Accumulated deficit Unrealised gains (losses) from financial assets measured at fair value through other comprehensive income Total equity
2024
Balance at January 1, 2024 $ 1,140,000 $ - $ 2,318 ($ 335,915) $ - $ 806,403
Loss for the year - - - ( 260,077) - ( 260,077)
Total comprehensive loss - - - ( 260,077) - ( 260,077)
Capital increase in cash 6(12)(13) 250,000 - 650,000 - - 900,000
Issuance of employee stock options 6(10)(12)(13) 3,550 - - - - 3,550
Compensation cost of share-based payment 6(10)(13)(20) - - 22,547 - - 22,547
Balance at December 31, 2024 $ 1,393,550 $ - $ 674,865 ($ 595,992) $ - $ 1,472,423
2025
Balance at January 1, 2025 $ 1,393,550 $ - $ 674,865 ($ 595,992) $ - $ 1,472,423
Loss for the year - - - ( 481,666) - ( 481,666)
Other comprehensive loss 6(2) - - - - ( 538,586) ( 538,586)
Total comprehensive loss - - - ( 481,666) ( 538,586) ( 1,020,252)
Capital surplus used to cover accumulated deficits 6(13)(14) - - ( 595,992) 595,992 - -
Capital increase in cash 6(12)(13) 157,980 - 10,812,605 - - 10,970,585
Issuance of employee stock options 6(10)(12)(13) 23,590 360 - - - 23,950
Compensation cost of share-based payment 6(10)(13)(20) - - 42,606 - - 42,606
Balance at December 31, 2025 $ 1,575,120 $ 360 $ 10,934,084 ($ 481,666) ($ 538,586) $ 11,489,312

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


HERON NEUTRON MEDICAL CORP.
STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)

Notes Year ended December 31
2025 2024
CASH FLOWS FROM OPERATING
ACTIVITIES
Loss before tax ($ 481,666) ($ 260,077)
Adjustments
Adjustments to reconcile profit (loss)
Depreciation 6(6)(7)(19) 35,221 15,908
Amortization 6(8)(19) 4,406 4,690
Interest expense 6(18) 887 183
Interest income 6(16) ( 46,186) ( 5,724)
Net loss on disposals of property, plant and equipment 6(6)(17) - 5,947
Net loss on disposals of intangible assets 6(8)(17) - 1,100
Compensation cost of share-based payment 6(10)(20) 161,834 22,547
Changes in operating assets and liabilities
Changes in operating assets
Accounts receivable, net ( 331) -
Inventories ( 60,968) ( 6,372)
Other receivables ( 4,749) ( 433)
Prepayments ( 162,146) ( 56,499)
Changes in operating liabilities
Accounts payable 13,033 223
Other payables 13,769 13,539
Other current liabilities 163 94
Cash outflow generated from operations ( 526,733) ( 264,874)
Interest received 46,186 5,724
Interest paid ( 138) ( 183)
Income tax paid ( 3,716) ( 637)
Net cash flows used in operating activities ( 484,401) ( 259,970)
CASH FLOWS FROM INVESTING
ACTIVITIES
Acquisition of financial assets at fair value through other comprehensive income 6(2) ( 953,618) -
Acquisition of financial assets measured at amortised cost 6(3) ( 7,780,000) ( 100,000)
Acquisition of property, plant and equipment 6(6)(23) ( 27,806) ( 42,220)
Acquisition of intangible assets 6(8) ( 2,273) -
Acquisition of right-of-use assets - ( 6,758)
Decrease in guarantee deposits paid 2,002 -
Net cash flows used in investing activities ( 8,761,695) ( 148,978)
CASH FLOWS FROM FINANCING
ACTIVITIES
Issuance of common stock 6(12) 10,851,357 900,000
Issuance of employee stock options 6(12) 23,950 3,550
Repayment of lease liabilities 6(24) ( 4,566) ( 3,904)
Net cash flows from financing activities 10,870,741 899,646
Net increase in cash and cash equivalents 1,624,645 490,698
Cash and cash equivalents at beginning of year 6(1) 723,966 233,268
Cash and cash equivalents at end of year 6(1) $ 2,348,611 $ 723,966

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

23


Attachment 6

Heron Neutron Medical Corp.

Deficit Compensation Statement

2025

Unit: NT$

Item Amount Remarks
Deficit to be compensated at the beginning of the period
Add: Net loss of the current period $ 0
(481,666,081)
Deficit to be compensated for the current period
Items for compensating the deficit:
Add: Capital surplus - issue premium $ (481,666,081)
Deficit to be compensated at the end of the period $ 0

Chairman: Shu, Chin-Yung

Managerial Officer: Shen, Hsiao-Lien

Accounting Officer: Wang, Wen-Cheng


Attachment 7

Heron Neutron Medical Corp.
Comparison Table for Amendments of "Articles of Incorporation"

Provision After Amendment Current Provision Reason for Amendment
Article 2: The scope of business of the Company shall be as follows: Article 2: The scope of business of the Company shall be as follows: To satisfy the Company's operational development needs, new products are further added.
I. C801030 Manufacturing of Precision Chemical Materials. I. C801030 Manufacturing of Precision Chemical Materials.
II. C802041 Manufacturing of Drugs and Medicines.
III. CB01010 Mechanical Equipment Manufacturing. II. CB01010 Machinery and Equipment Manufacturing.
IV. CB01990 Other Machinery Manufacturing Not Elsewhere Classified. III. CB01990 Other Machinery Manufacturing.
V. CC01060 Wired Communication Mechanical Equipment Manufacturing. IV. CC01060 Wired Communication Mechanical Equipment Manufacturing.
VI. CC01080 Electronics Components Manufacturing. V. CC01080 Electronics Components Manufacturing.
VII. CC01110 Computers and Peripheral Equipment Manufacturing. VI. CC01110 Computers and Peripheral Equipment Manufacturing.
VIII. CC01120 Data Storage Media Manufacturing and Duplicating. VII. CC01120 Data Storage Media Manufacturing and Duplicating.
IX. CC01990 Other Electrical Engineering and Electronic Machinery Equipment Manufacturing. VIII. CC01990 Other Electrical Engineering and Electronic Machinery Equipment Manufacturing.
X. CE01010 Precision Instruments Manufacturing. IX. CE01010 Precision Instruments Manufacturing.
XI. CE01030 Optical Instruments Manufacturing. X. CE01030 Optical Instruments Manufacturing.
XII. CF01011 Medical Devices Manufacturing. XI. CF01011 Medical Devices Manufacturing.
XIII. E603050 Automatic Control Equipment Engineering. XII. E603050 Automatic Control Equipment Engineering.
XIV. E604010 Machinery Installation. XIII. E604010 Machinery Installation.
XV. E605010 Computer Equipment Installation. XIV. E605010 Computer Equipment Installation.
XVI. EZ05010 Instrument and Meters Installation Engineering. XV. EZ05010 Instrument and Meters Installation Engineering.
XVII. EZ13010 Nuclear Engineering. XVI. EZ13010 Nuclear Engineering.
XVIII. F108021 Wholesale of Western Pharmaceuticals. XVII. F108021 Wholesale of Western Pharmaceuticals.
XIX. F108031 Wholesale of Medical Devices. XVIII. F108031 Wholesale of Medical Devices.
XX. F113010 Wholesale of Machinery. XIX. F113010 Wholesale of Machinery.

Provision After Amendment Current Provision Reason for Amendment
(Limited to operations outside the zone)

XXI. F113020 Wholesale of Electrical Appliances. (Limited to operations outside the zone)

XXII. F113030 Wholesale of Precision Instruments. (Limited to operations outside the zone)

XXIII. F113050 Wholesale of Computing and Business Machinery Equipment. (Limited to operations outside the zone)

XXIV. F113070 Wholesale of Telecommunication Apparatus. (Limited to operations outside the zone)

XXV. F113990 Wholesale of Other Machinery and Equipment. (Limited to operations outside the zone)

XXVI. F118010 Wholesale of Computer Software. (Limited to operations outside the zone)

XXVII. F119010 Wholesale of Electronic Materials. (Limited to operations outside the zone)

XXVIII. F208031 Retail Sale of Medical Apparatus.

XXIX. F213010 Retail Sale of Household Appliances. (Limited to operations outside the zone)

XXX. F213030 Retail Sale of Computing and Business Machinery Equipment. (Limited to operations outside the zone)

XXXI. F213040 Retail Sale of Precision Instruments. (Limited to operations outside the zone)

XXXII. F213060 Retail Sale of Telecommunication Apparatus. (Limited to operations outside the zone)

XXXIII. F213080 Retail Sale of Machinery and Tools. (Limited to operations outside the zone)

XXXIV. F213990 Retail Sale of Other Machinery and Tools. (Limited to operations outside the zone) | (Limited to operations outside the zone)

XX. F113020 Wholesale of Electrical Appliances. (Limited to operations outside the zone)

XXI. F113030 Wholesale of Precision Instruments. (Limited to operations outside the zone)

XXII. F113050 Wholesale of Computing and Business Machinery Equipment. (Limited to operations outside the zone)

XXIII. F113070 Wholesale of Telecommunication Apparatus. (Limited to operations outside the zone)

XXIV. F113990 Wholesale of Other Machinery and Equipment. (Limited to operations outside the zone)

XXV. F118010 Wholesale of Computer Software. (Limited to operations outside the zone)

XXVI. F119010 Wholesale of Electronic Materials. (Limited to operations outside the zone)

XXVII. F208031 Retail Sale of Medical Apparatus.

XXVIII. F213010 Retail Sale of Household Appliances. (Limited to operations outside the zone)

XXIX. F213030 Retail Sale of Computing and Business Machinery Equipment. (Limited to operations outside the zone)

XXX. F213040 Retail Sale of Precision Instruments. (Limited to operations outside the zone)

XXXI. F213010 Retail Sale of Telecommunication Apparatus. (Limited to operations outside the zone)

XXXII. F213080 Retail Sale of Machinery and Tools. (Limited to operations outside the zone)

XXXIII. F113990 Retail Sale of Other Machinery and Tools. (Limited to operations outside the zone) | |

26


Provision After Amendment Current Provision Reason for Amendment
XXXV. F218010 Retail Sale of Computer Software. (Limited to operations outside the zone) XXXIV. F218010 Retail Sale of Computer Software. (Limited to operations outside the zone)
XXXVI. F219010 Retail Sale of Electronic Materials. (Limited to operations outside the zone) XXXV. F219010 Retail Sale of Electronic Materials. (Limited to operations outside the zone)
XXXVII. F401010 International Trade. XXXVI. F401010 International Trade.
XXVIII. F601010 Intellectual Property Rights. XXXVII. F601010 Intellectual Property Rights.
XXXIX. I199990 Other Consulting Services. XXXVIII. I199990 Other Consulting Services.
XXXX. I301010 Information Software Services. XXXIX. I301010 Information Software Services.
XXXXI. I301020 Data Processing Services. XXXX. I301020 Data Processing Services.
XXXXII. I301030 Electronic Information Supply Services. XXXXI. I301030 Electronic Information Supply Services.
XXXXIII. I501010 Product Designing. XXXXII. I501010 Product Designing.
XXXXIV. I599990 Other Designing. XXXXIV. IF04010 Non-destructive Testing.
XXXV. IF04010 Non-destructive Testing. XXXV. IG01010 Biotechnology Services.
XXXVI. IG01010 Biotechnology Services. XXXVI. IG02010 Research and Development Services.
XXXVIII. IG02010 Research and Development Services. XXXVIII. J101050 Environmental Testing Services.
XXXVIII. J101050 Environmental Testing Services. XXXVIII. J101070 Radioactive Waste Treatment Services.
XXIX. J101070 Radioactive Waste Treatment Services. XXIX. ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval. (Limited to the following products or services related to this investment project)
XXXXX. ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval. (Limited to the following products or services related to this investment project) Research, design, development, manufacturing and sale of the following products or services:
Research, design, development, manufacturing and sale of the following products or services: 1. Accelerator boron neutron capture cancer treatment (A-BNCT) medical equipment
1. Accelerator boron neutron capture cancer treatment (A-BNCT) medical equipment 2. Radiotherapy positioning bed
2. Radiotherapy positioning bed 3. Accelerator boron neutron capture cancer therapy (A-BNCT) planning system
3. Accelerator boron neutron capture cancer therapy (A-BNCT) planning system 4. Radiation shielding planning services
4. Radiation shielding planning services 5. Boron-containing drugs
5. Boron-containing drugs

Provision After Amendment Current Provision Reason for Amendment
Article 2-1
The Company’s investment may be exempted from the restriction under the Company Act specifying that the investment amount shall not exceed 40% of the paid-in capital. Article 2-1
The Company’s investment may be exempted from the restriction under the Company Act specifying that the investment amount shall not exceed 40% of the paid-in capital, and any investment matters shall be approved by the Board of Directors through a resolution. Amendment is made to satisfy the Company’s operational development needs.
Article 26
These Articles of Incorporation were duly enacted on July 25, 2017.
The 1st amendment was made on March 6, 2018.
The 2nd amendment was made on June 28, 2019.
The 3rd amendment was made on September 29, 2020.
The 4th amendment was made on June 10, 2021.
The 5th amendment was made on December 15, 2021.
The 6th amendment was made on June 16, 2023.
The 7th amendment was made on June 28, 2024.
The 8th amendment was made on January 14, 2025.
The 9th amendment was made on June 19, 2025.
The 10th amendment was made on May 27, 2026. Article 26
These Articles of Incorporation were duly enacted on July 25, 2017.
The 1st amendment was made on March 6, 2018.
The 2nd amendment was made on June 28, 2019.
The 3rd amendment was made on September 29, 2020.
The 4th amendment was made on June 10, 2021.
The 5th amendment was made on December 15, 2021.
The 6th amendment was made on June 16, 2023.
The 7th amendment was made on June 28, 2024.
The 8th amendment was made on January 14, 2025.
The 9th amendment was made on June 19, 2025. Newly added the date of the current amendment.

Attachment 8

Heron Neutron Medical Corp.

Comparison Table for Amendments of "Rules of Procedure for Shareholders' Meetings"

Provision After Amendment Current Provision Reason for Amendment
Article 3
(Paragraph 1 to Paragraph 3 omitted)
The Company shall prepare electronic versions of the shareholders’ meeting notice and proxy forms, and the origins of and explanatory materials for all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors and explanatory documents, the shareholders’ meeting handbook and supplementary meeting materials, and upload them to the Market Observation Post System (MOPS) thirty days before the date of an ordinary shareholders’ meeting or fifteen days before the date of an extraordinary shareholders’ meeting. The Company shall, at least fifteen days prior to the shareholders’ meeting, prepare the meeting agenda and supplemental materials and make them available for inspection by shareholders at all times. Such materials shall also be made available at the Company and at the professional shareholder services agent designated by the Company.
(Content below omitted) Article 3
(Paragraph 1 to Paragraph 3 omitted)
The Company shall prepare electronic versions of the shareholders’ meeting notice and proxy forms, and the origins of and explanatory materials for all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors and explanatory documents, and upload them to the Market Observation Post System (MOPS) thirty days before the date of an ordinary shareholders’ meeting or fifteen days before the date of an extraordinary shareholders’ meeting. In addition, the Company shall prepare electronic versions of the shareholders’ meeting agenda and supplemental material and upload them to the MOPS twenty-one days before the date of the ordinary shareholders’ meeting or fifteen days before the date of the extraordinary shareholders’ meeting. Fifteen days prior to the shareholders’ meeting, the Company shall prepare the meeting agenda and supplemental materials and make them available for inspection by shareholders at all times. Such materials shall also be made available at the Company and at the professional shareholder services agent designated by the Company.
(Content below omitted) Amendment is made in accordance with Tai-Zheng-Zhi-Li-Zi No. 11500029 701 Letter.

Provision After Amendment Current Provision Reason for Amendment
Article 13
(Paragraph 1 to Paragraph 6 omitted)
Vote monitoring and counting staff for the voting on a proposal shall be appointed by the Chair, provided that all monitoring staff shall have the identity of shareholders of the Company.

If any director election is proposed at a shareholders' meeting with a number of candidates exceeding the number of seats to be elected, any director dismissal is proposed, or any proposals under Articles 185 and 316 of the Company Act, Articles 18, 27, 29, and 35 of the Business Mergers and Acquisitions Act, or Subparagraph 1 of Paragraph 2 of Article 24 and Subparagraph 1 of Paragraph 2 of Article 26 of the Financial Holding Company Act are submitted, the Chair shall designate a lawyer, accountant, or notary public to act as the vote monitoring staff. The person designated by the Chair under the preceding paragraph shall not be a person who is unable to handle matters related to the voting procedure and shall not be a director, managerial officer, or employee of the Company or its affiliated enterprises.

Vote monitoring staff shall supervise the voting and vote counting process and shall sign the election result statistical table.

If a vote monitoring staff is appointed according to Paragraph 8, the name and job title of the vote monitoring staff shall be stated in the minutes of the shareholders’ meeting.

(The numbering of the following items is moved accordingly) | Article 13
(Paragraph 1 to Paragraph 6 omitted)
Vote monitoring and counting staff for the voting on a proposal shall be appointed by the Chair, provided that all monitoring staff shall have the identity of shareholders of the Company.

(Content below omitted) | Amendment is made in accordance with Tai-Zheng-Zhi-Li-Zi No. 11500029 701 Letter. |

30


Attachment 9

Nominated Independent Director Candidate List of Heron Neutron Medical Corp.

Job Title Name Main Educational Background (Experience) Current position Number of Shares Held
Independent Director Cheng Ya-Fang Educational Background
1. Currently enrolled in the Executive Master of Business Administration (EMBA) program at the College of Management, National Taiwan University
2. Master of Laws in Technology Law, School of Law, National Yang Ming Chiao Tung University School of Law
3. Legal Science Division, Department of Law, National Taiwan University
4. Graduate of the 41st batch of trainee judges and prosecutors from the Academy for the Judiciary, Ministry of Justice
5. Passed the 1999 Lawyers Examination of the Republic of China (Taiwan)
6. Completed the introductory accounting credit course, intermediate accounting credit course, auditing credit course, and cost accounting credit course of the Accounting Research and Development Foundation
7. Passed the ACAMS Certified Anti-money Laundering Specialist Examination
8. Passed the certifications for Labor & Health Insurance and Labor Standards Act Specialist and Labor Laws & Regulations Specialist of the Chinese Human Resource Management Association 1. Attorney-at-Law, Dentons Taiwan
2. Part-time Member, Ill-gotten Party Assets Settlement Committee, Executive Yuan
3. Member, Criminal Law Committee, Taipei Bar Association
4. Consultant, Financial Regulatory Amendment Committee, National Federation of Certified Public Accountants Associations of the R.O.C. (Taiwan)
5. Legal Consultant, Neihu Precinct, Taipei City Police Department
6. Member, Occupational Safety and Health Protection Committee, Neihu Precinct, Taipei City Police Department
7. Member, Sexual Harassment Grievance Committee, Neihu Precinct, Taipei City Police Department
8. Member, Occupational Safety and Health Protection Committee, Datong Precinct, Taipei City Police Department 0

| | | Experience
1. Prosecutor of the Special Investigation Division for Organized Crime and Corruption, Taiwan Taipei District Prosecutors Office
2. Court-attending Prosecutor for Major Financial Crimes, Taiwan Taipei District Prosecutors Office
3. Prosecutor, Taiwan Keelung District Prosecutors Office
4. Prosecutor, Taiwan Yilan District Prosecutors Office | | |
| --- | --- | --- | --- | --- |

32


Attachment 10

Content of Removal of Non-compete Restrictions for Directors

(Independent Directors) of Heron Neutron Medical Corp.

  1. Details of newly added competing positions concurrently held by current directors:
Job Title Name Content of removal of non-compete for directors
Chairman HonSean-JY Company Limited Representative: Shu Chin-Yung Director, Han Shin Corp.
Director SINCERE HOLDING COMPANY Chairman, Genese Intelligent Technology Co., Ltd.
Independent Director Chyan Yang Director, Chia Chang Co., Ltd.
Independent Director, NOVA TECHNOLOGY CORP.
Independent Director, CHENG MEI INSTRUMENT TECHNOLOGY CO., LTD.

Appendix 1

Heron Neutron Medical Corp.

Articles of Incorporation

Chapter 1 General Provisions

Article 1: The Company is organized in accordance with the provisions of the Company Act governing companies limited by shares and is named Heron Neutron Medical Corp. The Company’s English name is Heron Neutron Medical Corp.

Article 2: The Company’s business operations are as follows:

I. C801030 Precision Chemical Materials Manufacturing.
II. CB01010 Mechanical Equipment Manufacturing.
III. CB01990 Other Machinery Manufacturing.
IV. CC01060 Wired Communication Mechanical Equipment Manufacturing.
V. CC01080 Electronics Components Manufacturing.
VI. CC01110 Computer and Peripheral Equipment Manufacturing.
VII. CC01120 Data Storage Media Manufacturing and Duplicating.
VIII. CC01990 Other Electrical Engineering and Electronic Machinery Equipment Manufacturing.
IX. CE01010 General Instrument Manufacturing.
X. CE01030 Optical Instruments Manufacturing.
XI. CF01011 Medical Devices Manufacturing.
XII. E603050 Automatic Control Equipment Engineering.
XIII. E604010 Machinery Installation.
XIV. E605010 Computer Equipment Installation.
XV. EZ05010 Instrument and Meter Installation Engineering.
XVI. EZ13010 Nuclear Engineering.
XVII. F108021 Wholesale of Western Pharmaceuticals.
XVIII. F108031 Wholesale of Medical Devices.
XIX. F113010 Wholesale of Machinery. (Operations outside of the Hsinchu Science Park Only)
XX. F113020 Wholesale of Electrical Appliances. (operations outside of the Hsinchu Science Park only)
XXI. F113030 Wholesale of Precision Instruments. (operations outside of the


Hsinchu Science Park only)

XXII. F113050 Wholesale of Computers and Clerical Machinery Equipment. (operations outside of the Hsinchu Science Park only)

XXIII. F113070 Wholesale of Telecommunication Apparatus. (operations outside of the Hsinchu Science Park only)

XXIV. F113990 Wholesale of Other Machinery and Tools. (operations outside of the Hsinchu Science Park only)

XXV. F118010 Wholesale of Computer Software. (operations outside of the Hsinchu Science Park only)

XXVI. F119010 Wholesale of Electronic Materials. (operations outside of the Hsinchu Science Park only)

XXVII. F208031 Retail Sale of Medical Apparatuses.

XXVIII. F213010 Retail Sale of Electrical Appliances. (operations outside of the Hsinchu Science Park only)

XXIX. F213030 Retail Sale of Computers and Clerical Machinery Equipment. (operations outside of the Hsinchu Science Park only)

XXX. F213040 Retail Sale of Precision Instruments. (operations outside of the Hsinchu Science Park only)

XXXI. F213060 Retail Sale of Telecommunication Apparatus. (operations outside of the Hsinchu Science Park only)

XXXII. F213080 Retail Sale of Machinery and Tools. (operations outside of the Hsinchu Science Park only)

XXXIII. F213990 Retail Sale of Other Machinery and Tools. (operations outside of the Hsinchu Science Park only)

XXXIV. F218010 Retail Sale of Computer Software. (operations outside of the Hsinchu Science Park only)

XXXV. F219010 Retail Sale of Electronic Materials. (operations outside of the Hsinchu Science Park only)

XXXVI. F401010 International Trade.

XXXVII. F601010 Intellectual Property Rights.

XXXVIII. I199990 Other Consulting Services.

XXXIX. I301010 Information Software Services.

35


XL. I301020 Data Processing Services.
XLI. I301030 Electronic Information Supply Services.
XLII. I501010 Product Design.
XLIII. I599990 Other Design Services.
XLIV. IF04010 Non-destructive Testing.
XLV. IG01010 Biotechnology Services.
XLVI. IG02010 Research and Development Services.
XLVII. J101050 Environmental Testing Services.
XLVIII. J101070 Radioactive Waste Treatment Services.
XLIX. ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval. (Operations limited to the following products or services related to this investment plan)

Research, design, development, manufacturing, and sale of the following products or services:

  1. Accelerator-based Boron Neutron Capture Therapy (AB-BNCT) Medical Device
  2. Radiation Therapy Positioning Table
  3. Accelerator-based Boron Neutron Capture Therapy (AB-BNCT) Planning System
  4. Radiation Shielding Planning Service
  5. Boron Drug

Article 2-1: The Company's reinvestments shall not be subject to the limitation under the Company Act that the total amount of reinvestment may not exceed forty percent of paid-in capital. Matters relating to reinvestment shall be handled upon resolution of the Board of Directors.

Article 2-2: The Company may provide endorsements and guarantees to external parties as required for business needs, and shall do so in accordance with the regulations of the securities regulatory authority and the Company's Procedures for Endorsements and Guarantees.

Article 3: The Company has its headquarters located within the Hsinchu Science Park and may, when necessary and upon resolution of the Board of Directors, establish branches domestically or abroad.

Article 4: The Company's method of public announcements shall be handled in accordance with Article 28 of the Company Act.

36


Chapter 2 Shares

Article 5: The total capital of the Company is set at NT$2 billion, divided into 200 million shares, with a par value of NT$10 per share, and may be issued in installments.

Of the capital stated in the preceding paragraph, NT$200 million shall be reserved for the exercise of employee stock options, totaling 20 million shares with a par value of NT$10 per share, and the Board of Directors is authorized to issue such shares in installments.

The Company may issue warrants in accordance with relevant laws and regulations. If employee stock options with an exercise price not subject to the restrictions of Article 53 of the “Regulations Governing the Offering and Issuance of Securities by Securities Issuers” are to be issued, such issuance shall require a shareholders’ meeting attended by shareholders representing a majority of the total issued shares, and approval by two-thirds or more of the voting rights of the shareholders present.

The recipients of the Company’s restricted employee shares and employee stock options, as well as the employees subscribing for shares upon issuance of new shares, may include employees of controlling or subsidiary companies who meet certain qualifications.

Shares repurchased by the Company in accordance with the law may be transferred to employees of controlling or subsidiary companies who meet certain qualifications.

Article 6: The Company may issue shares, all of which shall be in registered form and shall be numbered and signed or sealed by a director representing the Company, and shall be issued after being certified by a bank qualified by law to act as a certifying institution for share issuance.

The Company may issue shares without printing share certificates, provided that registration is completed with a securities centralized depository institution.

The handling of the Company’s share-related matters shall be conducted in accordance with the “Regulations Governing the Administration of Shareholder Services of Public Companies” promulgated by the competent authority.

Article 7: No transfer of entries in the Company’s register of shareholders shall be made within sixty days prior to the date of an annual general shareholders’ meeting, within thirty days prior to the date of an extraordinary shareholders’ meeting, or within five days

37


prior to the record date determined by the Company for the distribution of dividends, bonuses, or other benefits.

Article 8: Any transfer of shares shall be registered with the Company or a designated professional shareholder services agent. Prior to completion of the transfer procedures, such transfer may not be asserted against the Company.

Chapter 3 Shareholders’ Meeting

Article 9: The Company’s shareholders’ meetings are divided into the following two types:

I. The annual general shareholders’ meeting shall be convened at least once each year by the Board of Directors in accordance with the law within six months after the end of each fiscal year.

II. An extraordinary shareholders’ meeting shall be convened when necessary in accordance with relevant laws and regulations.

When convening shareholders’ meetings, the Company may do so by video conference or by other means announced by the central competent authority.

Shareholders who participate in the meeting via video conference shall be deemed to be personally present at the shareholders’ meeting.

When the Company convenes a shareholders’ meeting, electronic means shall be included as one of the methods for exercising voting rights. Shareholders may exercise their voting rights in writing or by electronic means, and shareholders who exercise their voting rights in writing or by electronic means shall be deemed to be personally present; however, with respect to extraordinary motions and amendments to original proposals at that shareholders’ meeting, such shareholders shall be deemed to have abstained.

All related matters shall be handled in accordance with applicable laws and regulations.

Article 10: When a shareholders’ meeting is convened by the Board of Directors, the Chairman shall preside as Chair of the meeting. If the Chairman is on leave or unable to exercise his or her duties for any reason, one director designated by the Chairman shall act as proxy; if no proxy is designated by the Chairman, the directors shall elect one among themselves to act as proxy.

When a shareholders’ meeting is convened by a convener other than the Board of Directors, the convener shall serve as the Chair of the meeting. If there is more than

38


one convener, one shall be elected among them to serve as the Chair.

Notice of the convening of an annual general shareholders’ meeting shall be given to all shareholders thirty days in advance, and notice of the convening of an extraordinary shareholders’ meeting shall be given fifteen days in advance, specifying the date, location, and reasons for the meeting. Notices and announcements shall state the meeting date, location, and reasons for convening; for shareholders holding fewer than one thousand registered shares, such notice may be given by public announcement.

With the consent of the recipient, the notice referred to in the preceding paragraph may be given by electronic means.

Article 11: If a shareholder is unable to attend a shareholders’ meeting for any reason, the shareholder may issue a proxy form specifying the scope of authorization and appoint a proxy to attend the shareholders’ meeting.

The procedures for shareholders of the Company to appoint proxies to attend shareholders’ meetings shall, in addition to Article 177 of the Company Act, be handled in accordance with the “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies” promulgated by the competent authority.

Article 12: Each shareholder of the Company shall have one voting right per share, except where voting rights are restricted or denied pursuant to Article 179 of the Company Act and other relevant laws and regulations.

Article 13: Resolutions of the shareholders’ meeting shall, unless otherwise provided by the Company Act or relevant laws and regulations, be adopted by the attendance of shareholders representing a majority of the total issued shares and the approval of a majority of the voting rights of the shareholders present.

After the Company’s shares are publicly issued, if it intends to apply for termination of public issuance, it shall, in accordance with Article 156-2 of the Company Act, submit the matter to the shareholders’ meeting for resolution and, upon approval, apply to the competent authority. This provision shall remain unchanged during the periods of Emerging Stock listing and TPEx listing.

Article 14: Resolutions of the shareholders’ meeting shall be recorded in minutes, which shall be signed or sealed by the Chair of the shareholders’ meeting, and the minutes shall be distributed to all shareholders within twenty days after the meeting.

39


The preparation and distribution of the minutes referred to in the preceding paragraph may be carried out by electronic means.

The distribution of the Company’s meeting minutes may be carried out by public announcement.

Article 15: Deleted.

Chapter 4 Directors and Managers

Article 16: The Company shall have five to nine directors, including independent directors, with a term of three years. Directors shall be elected by the shareholders’ meeting from among persons with legal capacity and may be re-elected for consecutive terms.

In accordance with securities-related laws and regulations, the election of directors of the Company shall adopt a candidate nomination system.

Independent directors may be appointed from among the number of directors. The number of independent directors shall be no fewer than three and shall not be less than one-third of the total number of director seats, and they shall be elected by the shareholders’ meeting from the list of independent director candidates. Matters concerning the professional qualifications, shareholding, concurrent position restrictions, nomination and election methods, and other compliance requirements for independent directors shall be handled in accordance with the relevant regulations of the securities regulatory authority.

In accordance with Article 14-4 of the Securities and Exchange Act, the Company shall establish an Audit Committee. The Audit Committee shall be composed of all independent directors and shall consist of no fewer than three members. The Audit Committee or its members shall be responsible for exercising the powers and duties of supervisors as prescribed under the Company Act, the Securities and Exchange Act, and other applicable laws and regulations. From the date of establishment of the Audit Committee, the position of supervisor shall be abolished simultaneously, and the provisions of these Articles of Incorporation regarding supervisors shall thereupon become void.

The Company may, in accordance with applicable laws and regulations or business needs, establish a Remuneration Committee or other functional committees.

Article 17: The Board of Directors shall be composed of directors. With the attendance of two-

40


thirds or more of the directors and the approval of a majority of the directors present, one director shall be elected from among them as the Chairman, who shall represent the Company externally.

Article 18: Resolutions of the Board of Directors shall, unless otherwise provided by the Company Act, be adopted by the attendance of a majority of the directors and the approval of a majority of the directors present. Except as otherwise provided by the Company Act, meetings of the Board of Directors shall be convened by the Chairman, with the reasons for convening stated, and notice shall be given to each director seven days in advance. In the event of an emergency, it may be convened at any time.

The convening of meetings of the Company’s Board of Directors may be conducted in writing, by facsimile, or by electronic means.

Article 19: The Chairman shall serve as the Chair of the Board of Directors. If the Chairman is on leave or unable to serve his or her duties for any reason, the proxy shall be handled in accordance with Article 208 of the Company Act. Directors shall attend meetings of the Board of Directors in person. If a director is unable to attend for any reason, the director may appoint another director as proxy.

Meetings of the Board of Directors may be held via video conference, and directors who participate in the meeting via video conference shall be deemed to be personally present.

Article 20: The remuneration of the Company’s directors is authorized to be determined and paid by the Board of Directors based on the extent of each director’s contribution and the prevailing standards of the industry.

The Company may purchase liability insurance for its directors and managers during their respective terms of office to cover compensation liabilities they are legally required to bear within the scope of performing their duties.

Article 21: The Company may appoint one General Manager and several Deputy General Managers. Their appointment, removal, and remuneration shall be handled in accordance with Article 29 of the Company Act.

Chapter 5 Accounting

Article 22: The Company’s fiscal year shall commence on January 1 and end on December 31 of each year. At the end of each fiscal year, the Board of Directors shall prepare a business


report, financial statements, and proposals for earnings distribution or loss appropriation, and submit them to the regular shareholders’ meeting for approval in accordance with the statutory procedures.

Article 23: The Company shall distribute employee compensation of not less than one percent of the profit for the current year and shall distribute director compensation of not more than three percent of the profit for the current year. However, if the Company has accumulated losses, such losses shall be offset first.

If the Company has profits for the current year, not less than ten percent of the employee compensation referred to in the preceding paragraph shall be allocated for distribution to entry-level employees. However, if the Company has accumulated losses, such losses shall be offset first.

Employee compensation may be paid in shares or cash, and the recipients of such shares or cash may include employees of subsidiary companies who meet certain qualifications.

The profit for the current year referred to in the preceding paragraph means profit before tax for the current year, prior to the distribution of employee compensation and director compensation.

The distribution of employee compensation and director compensation shall be resolved by the Board of Directors with the attendance of two-thirds or more of the directors and the approval of a majority of the directors present, and shall be reported to the shareholders’ meeting.

Article 24: If the Company has earnings in its annual accounts, it shall first pay taxes and make up for losses in accordance with the law, and then appropriate ten percent as a legal reserve; provided that this shall not apply when the legal reserve has reached the total capital. After appropriating or reversing special reserves in accordance with relevant laws and regulations, the amount, together with undistributed earnings at the beginning of the period, shall constitute the accumulated distributable earnings for shareholders, and the Board of Directors shall prepare an earnings distribution proposal for submission to the shareholders’ meeting for resolution.

The Company’s dividend policy shall take factors such as the Company’s current and future capital expenditure budgets, business development and expansion needs, and funding requirements into consideration, while taking shareholders’ interests into

42


account. Each year, no less than ten percent of the distributable earnings shall be appropriated for distribution as shareholders' dividends. Shareholders' dividends may be distributed in cash or in shares, and the proportion of cash dividends shall not be less than ten percent of the total amount of shareholders' dividends. However, if the distributable amount of after-tax net profit per share for the current year is less than NT$0.3, the aforementioned shareholders' dividends may not be distributed.

Chapter 6 Supplementary Provisions

Article 25: Any matters not provided for in these Articles of Incorporation shall be handled in accordance with the Company Act and other relevant laws and regulations.

Article 26: These Articles of Incorporation were established on July 25, 2017.

1st amendment was made on March 6, 2018.

2nd amendment was made on June 28, 2019.

3rd amendment was made on September 29, 2020.

4th amendment was made on June 10, 2021.

5th amendment was made on December 15, 2021.

6th amendment was made on June 16, 2023.

7th amendment was made on June 28, 2024.

8th amendment was made on January 14, 2025.

9th amendment was made on June 19, 2025.

Heron Neutron Medical Corp.

Representative: Shu Chin-Yung


Appendix 2

Heron Neutron Medical Corp.

Rules of Procedure for Shareholders' Meetings.

Article 1: 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/TPEx Listed Companies" jointly established by Taiwan Stock Exchange Corporation and Taipei Exchange.

Article 2: The rules of procedures for shareholders' meetings of the Company, except as otherwise provided by law, regulation or the articles of incorporation, shall be as provided in these Rules.

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

When the Company convenes a virtual shareholders' meeting, unless the Regulations Governing the Administration of Shareholder Services of Public Companies specify others, the articles of incorporation shall describe procedures in detail, and the resolution of the Board of Directors shall be adopted, and the virtual shareholders' meeting shall be attended by more than two-thirds of the directors of the Board and with a resolution made based on the consent of a majority of attending directors.

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

The Company shall prepare electronic versions of the shareholders' meeting notice and proxy forms, and the origins of and explanatory materials for all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors and explanatory documents, and upload them to the Market Observation Post System (MOPS) thirty days before the date of an ordinary shareholders' meeting or fifteen days before the date of an extraordinary shareholders' meeting. In addition, the Company shall prepare electronic versions of the shareholders' meeting agenda and supplemental meeting materials and upload them to the MOPS twenty-one days before the date of the ordinary shareholders' meeting or fifteen days before the date of the extraordinary shareholders' meeting. Fifteen days prior to the shareholders' meeting, the


Company shall prepare the meeting agenda and supplemental materials and make them available for inspection by shareholders at all times. Such materials shall also be made available at the Company and at the shareholder services agent designated by the Company.

For the meeting agenda and supplemental meeting materials described in the preceding paragraph, the Company shall provide them to the shareholders for review on the convention date of the shareholders’ meeting according to the following method:

I. For physical shareholders’ meetings, to be distributed on-site at the meeting.
II. For hybrid shareholders’ meetings, to be distributed on-site at the meeting and shared on the virtual meeting platform.
III. For virtual shareholders’ meetings, electronic files shall be shared on the virtual meeting platform.

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

Election or dismissal of directors, amendments to the articles of incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of the removal of the non-compete clause for the directors, capitalization of earnings, capitalization of legal reserve, dissolution, merger, or demerger of the Company, or any matter in the Subparagraphs of Paragraph 1 of Article 185 of the Company Act; Articles 26-1 and 43-6 of the Securities and Exchange Act, and Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, shall be set out and the essential contents explained in the notice of the shareholders’ meeting. None of the above matters may be raised by an extempore motion.

Where the notice to convene a shareholders’ meeting has indicated the full re-election of directors and the date of assumption of duty has been specified, then after the completion of the re-election in such shareholders’ meeting, the date of assumption of duty shall not be altered via extraordinary motion or other methods.

A shareholder holding one percent or more of the total number of the issued shares may submit to the Company a proposal for discussion at a general shareholders’ meeting. The number of items so proposed is limited only to one, and no proposal

45


containing more than one item will be included in the meeting agenda. When the circumstances of any subparagraph of Paragraph 4 of Article 172-1 of the Company Act apply to a proposal put forward by a shareholder, the Board of Directors may exclude it from the agenda.

Prior to the book closure date before a regular shareholders’ meeting is held, the Company shall publicly announce that the receipt of shareholders’ proposals, acceptance method in writing or in electronic means, location and the time period for accepting submission; the period for accepting submission of shareholder proposals shall not be less than ten days.

Shareholder-submitted proposals are limited to 300 words, and for a proposal containing more than 300 words, such proposal shall not 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 shareholders’ proposals not included in the agenda.

Article 4: 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.

Each shareholder may issue only one proxy form and appoint only one proxy, and shall deliver such proxy form to the Company at least five days prior to the shareholders’ meeting. Where duplicate proxy forms are submitted, the one first received shall prevail except when a declaration is made to cancel the earlier declaration of intent.

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 at least 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

46


prevail.

Article 5: The venue for a shareholders’ meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholders’ meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.

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

Article 6: The Company shall specify in the notice of the shareholders’ meeting the check-in time, the check-in location for shareholders, solicitors, and proxies (collectively referred to as “shareholders”), and other matters requiring attention.

The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least thirty minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations. For virtual shareholders’ meetings, shareholders may begin to register on the virtual meeting platform thirty minutes before the meeting starts. Shareholders completing registration are deemed to attend the shareholders’ meeting in person.

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

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

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

If a shareholder is a government or legal person, the representative attending a shareholders’ meeting is not limited to one person. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in

47


the meeting.

In the event of a virtual shareholders' meeting, shareholders planning to attend the meeting online shall register with the Company two days before the meeting date. In the event of a virtual shareholders' meeting, the Company shall upload the meeting agenda book, annual report and other meeting materials to the virtual meeting platform at least thirty minutes before the meeting starts, and keep this information disclosed until the end of the meeting.

Article 6-1: To convene a virtual shareholders' meeting, the Company shall include the following particulars in the shareholders' meeting notice:

I. How shareholders attend the virtual meeting and exercise their rights.

II. Measures to be taken in the event that the virtual meeting platform or participation by virtual means is disrupted due to natural disasters, incidents, or other force majeure events shall include at least the following:

(I) To what time the meeting is postponed or from what time the meeting will resume if the above obstruction continues and cannot be removed, and the date to which the meeting is postponed or on which the meeting will resume.

(II) Shareholders not having registered to attend the affected virtual shareholders' meeting shall not attend the postponed or resumed session.

(III) In case of a hybrid shareholders' meeting, when the virtual meeting cannot be continued, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders' meeting online, meets the minimum legal requirement for a shareholders' meeting, then the shareholders' meeting shall continue. The shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, and the shareholders attending the virtual meeting online shall be deemed abstaining from voting on all proposals on the meeting agenda of that shareholders' meeting.

(IV) Actions to be taken if the outcome of all proposals have been announced and no extraordinary motion has been carried out.

48


III. To convene a virtual shareholders' meeting, appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders' meeting online shall be specified. Except for the circumstances under Paragraph 6 of Article 44-9 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall provide shareholders with at least connection equipment and necessary assistance and state the period during which shareholders may apply to the Company for such equipment or assistance and other relevant matters to be noted.

Article 7: If a shareholders' meeting is convened by the Board of Directors, the meeting shall be chaired by the Chairman of the Board. When the Chairman of the Board is on leave or for any reason unable to exercise the powers of the Chairman, the Vice Chairman shall act in place of the Chairman; if there is no Vice Chairman or the Vice Chairman also is on leave or for any reason unable to exercise the powers of the Vice Chairman, the Chairman 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 Chairman 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 the Chair.

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

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

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

49


Article 8: The Company, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders' meeting, and the voting and vote counting procedures.

The recorded materials of the preceding paragraph shall be retained for at least one year. However, if a shareholders' meeting files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.

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

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

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

Article 9: Attendance at shareholders' meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in, and the shares checked in on the virtual meeting platform, plus the number of shares whose voting rights are exercised by correspondence or electronically.

The Chair shall call the meeting to order at the appointed meeting time and disclose information concerning the number of nonvoting shares and number of shares represented by shareholders attending the meeting.

However, when the attending shareholders do not represent a majority of the total number of issued shares, the Chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the Chair shall declare the meeting adjourned. In the event of a virtual shareholders' meeting, the Company shall also declare the meeting

50


adjourned at the virtual meeting platform.

If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one-third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to 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 one month. In the event of a virtual shareholders' meeting, shareholders intending to attend the meeting online shall re-register to the Company in accordance with Article 6.

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

Article 10: Where 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

51


discussed sufficiently to put it to a vote, the Chair may announce that the discussion is closed, call for a vote, and schedule sufficient time for voting.

Article 11: Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the Chair.

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

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

When attending shareholders speak, other shareholders may not speak or interfere with their speech unless with approval by the Chair and the speaking shareholder; the Chair shall stop violators.

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

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

Where a virtual shareholders' meeting is convened, shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform from the Chair declaring the meeting open until the Chair declares the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. The regulations in Paragraphs 1 to 5 do not apply.

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

Article 12: Voting at a shareholders' meeting shall be calculated based on the number of shares.

52


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 cannot 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 total voting rights of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.

Article 13: 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 Paragraph 2 of Article 179 of the Company Act.

When the Company holds a shareholders' meeting, the Company shall allow shareholders to exercise voting rights by correspondence and 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 shall be deemed to have attended the shareholders' 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.

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 two days before the date of the shareholders' meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail;

53


except when a declaration is made to cancel the earlier declaration of intent.

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

Except as otherwise provided in the Company Act and in the Company's Articles of Incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the Chair or a person designated by the Chair shall first announce the total number of voting rights represented by the attending shareholders, and then shareholders shall vote on each proposal one after another. The result of the consent, dissent or abandonment of rights of shareholders is inputted to the Market Observation Post System (MOPS) on the same day after the convention of the shareholders’ meeting.

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

Vote monitoring and counting staff for the voting on a proposal shall be appointed by the Chair, provided that all monitoring staff shall have the identity of 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

54


the vote.

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

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

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

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

Article 14: The election of directors or supervisors 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 are elected, and the names of directors and supervisors not elected and number of votes they received.

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

Article 15: Matters relating to the resolutions of a shareholders’ meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the Chair

55


of the meeting and a copy distributed to each shareholder within twenty days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form.

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

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

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

During the virtual shareholders' meeting convened by the Company, when the meeting is called to order, the total number of shares represented at the meeting

56


shall be disclosed on the virtual meeting platform. The same shall apply whenever the total number of shares represented at the meeting and a new tally of votes is released during the meeting.

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

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

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

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

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

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

If the shareholders’ 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.

Article 19: In the event of a virtual shareholders’ meeting, the Company shall disclose real-time results of votes and election immediately after the end of the voting session on the virtual meeting platform according to the regulations, and this disclosure

57


shall continue at least fifteen minutes after the Chair has announced the meeting adjourned.

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

Article 21: In the event of a virtual shareholders’ meeting, the Company may offer a simple connection test to shareholders prior to the meeting, and provide relevant real-time services before and during the meeting to help resolve communication technical issues.

In the event of a virtual shareholders’ meeting, when declaring the meeting open, the Chair shall also declare, unless under a circumstance where a meeting is not required to be postponed to or resumed at another time under Paragraph 4 of Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events before the Chair has announced the meeting adjourned, and the obstruction continues for more than thirty minutes, the meeting shall be postponed to or resumed on another date within five days, in which case Article 182 of the Company Act shall not apply.

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

For a meeting to be postponed or resumed under Paragraph 2, the number of shares represented by, and voting rights and election rights exercised by the shareholders who have registered to participate in the affected shareholders’ meeting and have successfully signed in the meeting, but do not attend the postpone or resumed session, at the affected shareholders’ meeting, shall be counted towards the total number of shares, number of voting rights and number of election rights represented at the postponed or resumed session.

During a postponed or resumed session of a shareholders’ meeting held under Paragraph 2, no further discussion or resolution is required for proposals for which votes have been cast and counted and results have been announced, or list of elected directors.

58


When the Company convenes a hybrid shareholders’ meeting, and the virtual meeting cannot continue as described in Paragraph 2, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders’ meeting online, still meets the minimum legal requirement for a shareholder meeting, then the shareholders’ meeting shall continue, and no postponement or resumption thereof under Paragraph 2 is required.

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

When postponing or resuming a meeting according to Paragraph 2, 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.

For dates or period set forth under second half of Article 12 and Paragraph 3 of Article 13 of Regulations Governing the Use of Proxies for Attendance at Shareholders’ Meetings of Public Companies, and 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, the Company shall handle the matter based on the date of the shareholders’ meeting that is postponed or resumed under Paragraph 2.

Article 22: When convening a virtual shareholders’ meeting, the Company shall provide appropriate alternative measures available to shareholders with difficulties in attending the virtual shareholders’ meeting online. Except for the circumstances under Paragraph 6 of Article 44-9 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall provide shareholders with at least connection equipment and necessary assistance and state the period during which shareholders may apply to the Company for such equipment or assistance and other relevant matters to be noted.

59


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

60


Appendix 3

Heron Neutron Medical Corp.

Procedures for Election of Directors

Article 1: To ensure a just, fair, and open election of directors, these Procedures are adopted pursuant to Articles 21 and 41 of the "Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies".

Article 2: Except as otherwise provided by laws and regulations or by the Company's Articles of Incorporation, elections of directors of the Company shall be conducted in accordance with these Procedures.

Article 3: The overall composition of the Board of Directors shall be taken in the selection of the Company's directors into consideration. The composition of the Board of Directors shall be determined by taking diversity into consideration and formulating an appropriate policy on diversity based on the Company's business operations, operating dynamics, and development needs. It is advisable that the policy include, without being limited to, the following two general standards:

I. Basic requirements and values: gender, age, nationality, and culture.

II. Professional knowledge and skills: professional background (e.g., law, accounting, industry, finance, marketing, technology), professional skills, and industry experience.

Each Board member shall have the necessary knowledge, skills, and experience to perform their duties; the abilities that must be present in the Board as a whole are as follows:

I. Ability to make operational judgments.

II. Ability to perform accounting and financial analysis.

III. Ability to conduct administrative management.

IV. Ability to conduct crisis management.

V. Knowledge of the industry.

VI. International market perspective.

VII. Ability to lead.

VIII. Ability to make policy decisions.

More than half of the directors shall be persons who have neither a spousal relationship nor a relationship within the second degree of kinship to any other


director.

The Board of Directors of the Company shall consider adjusting the composition of the Board members based on the performance evaluation results.

Article 4: The qualifications of the independent directors of the Company shall comply with Articles 2, 3, and 4 of the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies”.

The election of independent directors of the Company shall comply with Articles 5, 6, 7, 8, and 9 of the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies”, and shall be conducted in accordance with Article 24 of the “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies”.

Article 5: The elections of directors of the Company shall be conducted in accordance with the candidate nomination system and procedures set out in Article 192-1 of the Company Act.

When the number of directors falls below five due to the discharge of a director for any reason, the Company shall hold a by-election for director at the following shareholders’ meeting. When the number of directors falls short by one-third of the total number prescribed in the Company’s Articles of Incorporation, the Company shall call a special shareholders’ meeting within sixty days from the date of occurrence to hold a by-election to fill the vacancies.

Where the number of independent directors falls below the number prescribed in the proviso of Paragraph 1 of Article 14-2 of Securities and Exchange Act, the Company shall hold a by-election at the most recent shareholders’ meeting. When all independent directors are dismissed, the Company shall convene an extraordinary shareholders’ meeting within sixty days from the occurrence of such event to hold a by-election for the independent directors.

Article 6: The cumulative voting method shall be used for the election of directors at the Company. Each share will have voting rights in number equal to the directors to be elected, and may be cast for a single candidate or split among multiple candidates.

Article 7: The Board of Directors shall prepare separate ballots for directors in numbers corresponding to the directors or supervisors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then

62


be distributed to the attending shareholders at the shareholders' meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.

Article 8: The number of directors shall be as specified in the Company's Articles of Incorporation, with voting rights separately calculated for non-independent and independent director positions. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the Chair drawing lots on behalf of any person not in attendance.

Article 9: Before the election begins, the Chair shall appoint a number of persons with shareholder status to perform the respective duties of vote monitoring and counting personnel. The ballot boxes shall be prepared by the Board of Directors and publicly checked by the vote monitoring personnel before voting commences.

Article 10: A ballot is invalid under any of the following circumstances:

I. A ballot not prepared by a person with the right to convene is used.
II. A blank ballot is placed in the ballot box.
III. The writing is unclear and indecipherable or has been altered.
IV. The candidate whose name is entered in the ballot does not conform to the director candidate list.
V. Other words or marks are entered in addition to the number of voting rights allotted.

Article 11: The voting rights shall be calculated on-site immediately after the end of the poll, and the results of the calculation, including the list of persons elected as directors and the numbers of votes with which they were elected, shall be announced by the Chair on-site.

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. However, if a shareholders' meeting files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.

Article 12: The Board of Directors of the Company shall issue notifications to the persons

63


elected as directors.

Article 13: These Procedures shall take effect after having been submitted to and approved by a shareholders’ meeting. Subsequent amendments thereto shall be effected in the same manner.

64


Appendix 4

Heron Neutron Medical Corp. Shareholdings of Directors

I. As of March 29, 2026, the Company's paid-in capital is NT$1,579,955,000 and the number of issued shares is 157,995,500 shares.

II. According to Article 26 of the Securities and Exchange Act and the "Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies, the minimum number of shares required to be held by all directors (excluding independent directors) is 9,479,730 shares.

III. As of the book closure date of March 29, 2026 for the current 2026 general shareholders' meeting, the numbers of shares held by each director and collectively according to the register of shareholders are as follows:

Job Title Name Number of shares recorded in the shareholders' list as of the book closure date
Number of Shares Held Shareholding percentage %
Chairman HonSean-JY Company Limited 919,391 0.58%
Representative: Shu Chin-Yung - -
Director Han Hsin Investment Corp. 27,960,788 17.70%
Representative: Archie Hwang - -
Director Han Shin Corp. 21,009,000 13.30%
Representative: Sue Lin - -
Director SINCERE HOLDING COMPANY 17,377,071 11.00%
Representative: Amy Chen - -
Independent Director Chyan Yang - -
Independent Director Jay Hsieh - -
Director Shareholdings (excluding independent directors) Total 67,266,250 42.58%

Note: Independent Director Chih-Chieh Lin resigned on March 11, 2026, due to an appointment to public office.