TWSE 2498

HTC Corporation 2026 AGM AGENDA BOOK

June 18, 2026 at 9 a.m.

Liang Dian

2F, No. 219, Sec. 3, Beixin Rd., Xindian Dist., New Taipei City

HTC

HTC Corporation

2026 Annual General Shareholders’ Meeting Agenda Book Table of Contents

Index

Meeting Procedure ... 1
Meeting Agenda ... 2
Report Items ... 3
Matters for Ratification ... 5
Matters for Discussion ... 6
Extraordinary Motions ... 6

Supplements

Supplement 1 : The 2025 Business Report ... 7
Supplement 2 : Audit Committee’s Review Report ... 12
Supplement 3 : The 2025 Statement of Earnings Appropriation ... 13
Supplement 4 : The 2025 CPA Audit Report and Financial Statements ... 14
Supplement 5 : The 2025 CPA Audit Report and Consolidated Financial Statements ... 24
Supplement 6 : Before and After Revision of the “Procedures for the Acquisition or Disposal of Assets” ... 34

Appendixes

Appendix 1 : Articles of Incorporation ... 36
Appendix 2 : Procedures for the Acquisition or Disposal of Assets (Before amendment) ... 43
Appendix 3 : Rules of Procedure for Shareholders Meetings ... 59
Appendix 4 : Shareholding of all Directors and Minimum Required Shareholding ... 64

Translation

This English version is a translation based on the original Chinese version. Where any discrepancy arises between the two versions, the Chinese version shall prevail.

HTC Corporation

Procedure for 2026 Annual General Shareholders’ Meeting

Call Meeting to Order
Seating of the Chair
Opening Remarks by the Chair
Report Items
Matters for Ratification
Matters for Discussion
Extraordinary Motions
Closure of the Meeting

HTC Corporation
Agenda for the 2026 Annual General Shareholders' Meeting

Time and Date : June 18, 2026 (Thursday) at 9:00 a.m.

Place : Liang Dian (2F, No. 219, Sec. 3, Beixin Rd., Xindian Dist., New Taipei City)

Type of Meeting : Physical Meeting

Opening Remarks by the Chair
Report Items
Item 1 : The 2025 business report
Item 2 : Audit Committee’s review report
Item 3 : The distribution of employee compensation (including non-executive employees) and Director compensation for Fiscal Year 2025
Item 4 : The 2025 cash dividend distribution
Matters for Ratification
Item 1 : The 2025 business report and financial statements
Item 2 : The 2025 earnings distribution
Matters for Discussion
Item 1 : Amendment to the Company’s “Procedures for the Acquisition or Disposal of Assets”
Voting on the resolutions of ratification matters and discussion matters
Extraordinary Motions
Closure of the Meeting
2 -

Report Items

Item 1

The 2025 business report, submitted for review. (Proposed by the Board of Directors)

Explanation:

(1) Please refer to supplement 1 of this handbook (page 7) for the 2025 business report.
(2) Please review.

Item 2

The Audit Committee’s review report, submitted for review. (Proposed by the Board of Directors)

Explanation:

(1) Please refer to supplement 2 of this handbook (page 12) for the Audit Committee’s review report.
(2) Please review.

Item 3

The distribution of employee compensation (including non-executive employees) and Director compensation for Fiscal Year 2025. (Proposed by the Board of Directors)

Explanation:

(1) In accordance with Article 19 of the Company’s Articles of Incorporation, if the Company makes profit for the current year, Company shall have minimum of 4% of such profit distributable as employees' compensation, of which no less than 1% shall be reserved for the non-executive employees, at in the form of stock or in cash as resolved by the board of directors. In addition, the Company may, by resolution of the Board of Directors, to distribute up to maximum of 0.25% of the profit of current year mentioned in preceding paragraph as remuneration to directors. However, if the company has accumulated loss, the profit shall first be used to offset the loss.
(2) For fiscal year 2025, the Company’s net profit before deducting employee compensation amounted to NT$8,294,154,434. After offsetting accumulated losses, and in accordance with Article 19 of the Company’s Articles of Incorporation, it is proposed that 4% of the net profit, or NT$168,003,750, be allocated as employee compensation. Within this allocation, 1% (amounting to NT$1,680,038) shall be distributed to non-executive employees and paid entirely in cash. Furthermore, there shall be no distribution of director remuneration for this fiscal year.
(3) Please review.

Item 4

The 2025 cash dividend distribution. (Proposed by the Board of Directors)

Explanation:

(1) The accumulated distributable earnings as of the end of fiscal year 2025 amount to NT$883,275,334. It is proposed that cash dividends in the total amount of NT$418,032,543 be distributed. Based on 836,065,086 outstanding shares as of the book closure date of April 20, 2026, the proposed cash dividend is NT$0.50 per share. Please refer to supplement 3 of this handbook (page 13) for the earnings distribution table for 2025. Cash dividends shall be calculated and rounded down to the nearest NT dollar. Any fractional amounts less than NT$1 shall be aggregated and recognized as other income of the Company.

(2) It is proposed that the Chairwoman be authorized to determine the record date and payment date for the cash dividends and to make any necessary adjustments in the event that the number of outstanding shares is affected by changes in the Company's share capital, resulting in adjustments to the dividend per share.

(3) The proposal was reviewed by the Audit Committee and approved by the Board of Directors.

(4) Please review.

Matters for Ratification

Item 1

The 2025 business report and financial statements. (Proposed by the Board of Directors)

Explanation:

(1) The compilation of the Company's 2025 business report and financial statements are completed and has been approved by the Board of Directors. The financial statements have been audited and certified by Pan-Fa, Wang, CPA, and Kuo-Tyan Hong, CPA, of Deloitte & Touche. The business report and financial statements have been reviewed by the Audit Committee, and are hereby submitted for adoption at Annual General Shareholders’ Meeting.

(2) Please refer to supplement 1 (page 7), supplement 4 (page 14) and supplement 5 (page 24) of this handbook for the 2025 business report, the CPA audit report issued by Deloitte & Touche and the financial statements, respectively.

(3) Adoption requested.

Resolution:

Item 2

The 2025 earnings distribution. (Proposed by the Board of Directors)

Explanation:

(1) Please refer to supplement 3 of this handbook (page 13) for the 2025 statement of earnings appropriation. The proposal was reviewed by the Audit Committee and approved by the Board of Directors.

(2) Adoption requested.

Resolution:

Matters for Discussion

Item 1

Amendment to the Company’s “Procedures for the Acquisition or Disposal of Assets”

(Proposed by the Board of Directors)

Explanation:

(1) In order to enhance operational flexibility and meet practical business needs, the Company proposes to amend certain provisions of its “Procedures for Acquisition or Disposal of Assets.” For the before and after revision, please refer to supplement 6 of this handbook (page 34).

(2) Resolution requested.

Resolution:

Voting on the resolutions of ratification matters and discussion matters

Extraordinary Motions

Closure of the Meeting

Supplement 1

HTC Corporation

The 2025 Business Report

Over the course of its 29-year history, HTC has successfully executed two major strategic transformations, each pioneering new markets, aligning its engineering and design capabilities with evolving market dynamics and emerging opportunities, and redefining how we empower creators and connect people.

The Company is now embarking on a third phase, centered on enabling the future of immersive content. By integrating accessible creation tools, a world-class hosting and discovery platform, and a new generation of intelligent devices, HTC is building a scalable ecosystem designed to enable new forms of engagement, one that unlocks creator potential and establishes a sustainable growth platform within the evolving digital content landscape.

As part of this strategy, we completed the transfer of some of the VR team to Google in early 2025, reinforcing HTC's objective of accelerating the growth of the XR ecosystem while further concentrating resources on the highest-priority growth areas through a more streamlined product portfolio and greater financial flexibility. This in turn will help boost adoption of immersive technologies around the world, and serves to strengthen our commitment to building the VIVE brand around the world.

Business Operations

VIVERSE

In 2025, VIVERSE advanced its "build, play, and share" strategy, evolving into a web-first ecosystem that accelerates immersive content creation, publishing, and discovery. It launched VIVERSE Worlds, a cross-device hosting and discovery platform supporting engine-agnostic WebXR development, and introduced VIVERSE Studio with broad support for tools such as Unity WebGL and Three.js. Creation workflows expanded with AI tools, Polygon Streaming upgrades, and enhanced avatar commerce. The platform reached 1 million monthly active users, surpassed 23,000 Worlds, and supported 140+ Creator Program projects, reflecting a scalable and growing creator economy.

HTC introduced the VIVE AI platform in 2025, a central core integrating LLMs and AI Agents for advanced semantic and visual intelligence. Through "privacy-by-design" architecture and optimized firmware, HTC maintains total harmony between its hardware and software. Following its initial rollout on VIVE Eagle, HTC is scaling the platform in 2026 to encompass VIVERSE, led by the VIVERSE Persona and other AI initiatives.

VIVERSE strengthened partnerships across culture, gaming, and education, launched monetization tools with a creator-first revenue share model and expanded into subscriptions and one-time purchases. In Location-Based Entertainment, VIVERSE scaled synchronized XR deployments through GEM, highlighted by The Little Prince: Call to Adventure. Looking ahead, VIVERSE will deepen AI-powered workflows, expand monetization models, and reinforce its open, cross-device immersive ecosystem across cultural, educational, and commercial sectors.

G REIGNS

In 2025, G REIGNS sustained strong growth in the global 5G private network market, leveraging its independently developed O-RAN architecture to deliver high-performance, flexible, and cost-effective solutions for enterprise and government clients. The company advanced its core technologies while expanding internationally, particularly into defense and strategic technology sectors across Europe and North America. In Europe, G REIGNS became an authorized supplier to a German manufacturer after meeting stringent certification standards and successfully deployed a ruggedized 5G private network. In North America, it partnered with a global defense leader to co-develop a 5G Pixel Streaming Kit enabling ultra-low-latency, real-time remote control applications.

As 5G drives growth in smart factories, ports, remote control, and AR/VR applications, the enterprise private network market is entering a rapid expansion phase. G REIGNS will continue prioritizing technological innovation, strengthening its role within the O-RAN ecosystem, and focusing on high-value vertical markets. Building on its proven reliability and strategic partnerships, the company aims to expand defense and industrial applications while supporting digital transformation and sustainable growth.

VIVE Intelligent Systems

In 2025, VIVE Intelligent Systems introduced VIVE Eagle, its first AI-powered smart glasses and the newest milestone in its Spatial Computing strategy. Weighing approximately 49 grams, VIVE Eagle integrates Qualcomm processing, edge AI architecture, Zeiss optics, immersive open-ear audio, and multilingual large language model (LLM) support including Google Gemini and OpenAI GPT. Designed with privacy-by-design security and modular scalability, it balances high-performance computing with everyday wearability. As HTC's latest product line, VIVE Eagle represents the company's transition from immersive headsets to AI-native wearables, establishing a long-term foundation for its intelligent device ecosystem.

Centered on the VIVE AI Platform, VIVE Eagle's multiple LLMs enable deep semantic understanding, real-time visual analysis, and multilingual translation. With a modular software design, VIVE Eagle establishes an extensible smart wearable technology foundation that can rapidly adapt to diverse use cases, ranging from everyday assistance to professional and industrial applications.

Alongside this new category, HTC continued advancing its established VIVE VR product line through ongoing hardware and software updates that remain central to professional and enterprise applications. In partnership with Axon, HTC delivers immersive VR training solutions for law enforcement and public safety, combining high-precision 6DoF tracking, realistic controllers, and scenario-based simulations. Widely deployed across North America under a subscription model, VIVE VR continues to generate stable B2B revenue while reinforcing HTC’s leadership in professional XR solutions.

VIVE Arts

VIVE Arts, launched by HTC in 2017, advances artistic creation and access through immersive technologies. With over 75 global museum and cultural partnerships, 2025 marked a major expansion year, doubling deployments from 2024 and debuting three flagship Paris collaborations. At the Palace of Versailles, Versailles: Lost Gardens of the Sun King revived vanished royal sites in interactive VR. La Magie Opéra at Palais Garnier celebrated its 150th anniversary through a multi-user operatic journey, while Playing with Fire at Philharmonie de Paris offered a mixed-reality concert experience with renowned pianist Yuja Wang.

Beyond Paris, VIVE Arts expanded globally through licensing and touring immersive works. In China, Terracotta Warriors: Secrets of the First Emperor’s Mausoleum brought Qin Shi Huang’s tomb to life in VR. We also toured major experiences including Horizon of Khufu, Eternal Notre-Dame, Le Bal de Paris de Blanca Li, and Gaudi: The Atelier of the Divine. Looking ahead to 2026, VIVE Arts will deepen innovation across XR, blockchain, and Web3, partnering with leading artists and institutions to shape the future of immersive digital art worldwide.

VIVE ORIGINALS

HTC VIVE ORIGINALS produces original XR works and virtual entertainment IP using volumetric capture, blockchain, and immersive technologies. Since 2016, it has created eleven award-winning projects showcased at major international festivals, and has pioneered new revenue models through broadcast licensing and digital art editions, with collaborations spanning museums and film festivals. Its BEATDAY holographic platform further expanded into immersive concerts and metaverse dramas, leveraging 6DoF motion capture and interactive virtual performance formats.

BEATDAY has advanced virtual idol entertainment with interactive concerts, and upgraded to a WebGL browser-based platform in 2025, lowering access barriers while expanding commercial performances in partnership with TAICCA. Looking toward 2026, VIVE ORIGINALS will deepen virtual idol IP development, talent management, and music publishing through initiatives such as VPOP ASIA, Asia’s first virtual idol TV talent show. It will also expand VR location-based entertainment, including a VTuber-focused LBE project and a culturally adapted VR LBE version of Gloomy Eyes in collaboration with Atlas V.

10 -

HTC DeepQ

In 2025, HTC DeepQ achieved significant advancements in public health technology with its Disease Control Butler (DCB) platform. The system expanded its health education efforts by launching targeted Q&A campaigns covering measles, influenza, COVID-19, and pneumococcal vaccines, strengthening public awareness of infectious disease prevention. A major technological milestone was the introduction of a next-generation semantic retrieval engine based on embedding models, enabling a vector-based knowledge repository for more accurate intent recognition and semantic analysis. This upgrade allowed real-time synchronization with global epidemic data sources, improving the speed and accuracy of public responses. By the end of 2025, the DCB had reached 10.56 million users, demonstrating its critical role in disseminating public health information and supporting national health policy communication.

More broadly, these 2025 developments reflect HTC DeepQ’s continued leadership in integrating AI-driven solutions into healthcare systems. Leveraging advanced AI to improve accessibility, responsiveness, and trust in public health services with its ongoing ecosystem of AI platforms, hospital chatbots, and medical technologies, HTC DeepQ has reinforced its position as a key innovator in digital health, delivering scalable, intelligent solutions that improve healthcare efficiency, patient engagement, and overall public health outcomes.

Financial Performance

Revenue remained broadly in line with last year at NT$2.9 billion in 2025, compared to $3.08 billion in 2024, reflecting resilient core performance amid a year of portfolio optimization. Despite a challenging environment, the company maintained a gross margin of 35.9% and recorded an operating loss of NT$3.45 billion (with operating margin of -119.0%). Over the year, we completed the transfer of some of the VR team to Google and disposed of certain Taoyuan factory buildings as part of our strategic realignment. These actions have streamlined our operations and strengthened our balance sheet. As a result of improved cost structure, disciplined execution, and focused investment, the Company achieved a net profit of NT$6.03 billion, resulting in an EPS of NT$7.21.

At the same time, we continue to prioritize resource efficiency and operational excellence across the organization. By optimizing processes, enhancing asset utilization, and embedding greater financial discipline into day-to-day decision-making over the last few years, we have been building a leaner and more agile operating model. Our teams remain focused on improving productivity, reducing waste, and aligning investments with long-term strategic priorities. This disciplined approach ensures that we are not only strengthening near-term financial performance, while also creating a more resilient foundation for sustainable growth in the years ahead.

Environmental, Social and Governance (ESG)

In the first half of 2025, HTC strengthened its sustainability leadership through major global recognitions and continued progress in climate strategy, value chain responsibility, and ESG transparency. The company maintained top CDP Supplier Engagement Assessment ratings, earned repeated EcoVadis distinctions, and was included in leading ESG indices, including the FTSE4Good TIP Taiwan ESG Index. HTC also advanced its climate disclosures aligned with TCFD and leveraged Microsoft Cloud for Sustainability to complete verified greenhouse gas inventories and product carbon footprints, reinforcing its data-driven, accountable approach to environmental management.

HTC further deepened its ESG commitment through multiple prestigious awards, including four Taiwan Corporate Sustainability Awards, a TRIPs 1.5°C “EXCELLENT” rating by CommonWealth Magazine, ISS STOXX Prime status, and three ESG for Culture Impact Awards recognizing its immersive cultural initiatives. The launch of an Internal Carbon Pricing mechanism marked another milestone, embedding climate accountability into strategic and financial decision-making. Together, these achievements demonstrate HTC’s integrated approach to sustainability—combining governance, innovation, cultural impact, and measurable climate action to advance its long-term net-zero target.

In 2025, we strengthened our foundation, advanced our innovation roadmap, and moved decisively toward sustainable profitability. The energy and strategic thinking behind our innovation ensures that we will be well positioned to seize the opportunities ahead. I would like to thank shareholders from the bottom of my heart for your unwavering trust and commitment to our vision of VIVE Reality.

HTC Corporation
Chairwoman : Cher Wang
CEO : Cher Wang
Chief Accountant : Jane Jao

11 -

Supplement 2

HTC Corporation

Audit Committee Review Report

The Board of Directors has prepared the Company's 2025 business report, financial statements and earnings distribution proposal. HTC Corporation's financial statements have been audited and certified by Pan-Fa, Wang, CPA, and Kuo-Tyan Hong, CPA, of Deloitte & Touche and an audit report relating to the Financial Statements has been issued. The Business Report, Financial Statements and Earnings Distribution Proposal have been reviewed and considered to be complied with relevant rules by the undersigned, the Audit Committee of HTC Corporation. According to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Law, we hereby submit this report.

To HTC Corporation 2026 General Shareholders' Meeting

HTC Corporation

Chairman of the Audit Committee: Chen-Kuo Lin

May 05, 2026

12 -

Supplement 3

HTC Corporation

The 2025 Statement of Earnings Appropriation

UNIT: NT$

Item	Amount
Deficits to be compensated at the beginning	(4,000,000,000)
Add : Net income	6,025,405,845
Add : Remeasurement of defined benefit plan	63,951,669
Less : Disposal of investments in equity instruments at fair value through other comprehensive income	(115,400,313)
Less : 10% Legal reserve	(197,395,720)
Less : Special reserve	(893,286,147)
Retained Earnings Available for Distribution	883,275,334
Less : Cash dividends to common share holders (NT$0.5 per share)	(418,032,543)
Unappropriated Retained Earnings at the end	465,242,791

Note: The number of shares used for calculating shareholders' dividends is based on the actual outstanding shares of 836,065,086 as of April 20, 2026.

Chairwoman : Cher Wang

CEO : Cher Wang

Accounting Officer : Jane Jao

13 -

Supplement 4

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders
HTC Corporation

Opinion

We have audited the accompanying parent company only financial statements of HTC Corporation, which comprise the parent company only balance sheets as of December 31, 2025 and 2024, and the parent company only statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the parent company only financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the financial position of HTC Corporation as of 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.

Basis for Opinion

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

Key Audit Matters

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

14 -

The descriptions of the key audit matters of the parent company only financial statements for the year ended December 31, 2025 are as follows:

Revenue Recognition

HTC Corporation rely primarily on sales revenue generated from virtual reality products as their main source of operating revenue. In 2025, management made selective adjustments to sales strategies for certain products in response to macroeconomic shifts and advancements within the virtual reality ecosystem. Recognizing that the revenue derived from these products has a material impact on the consolidated financial statements, the occurrence of revenue recognition for such products was identified as a key audit matter.

Our principal audit procedures performed in respect of the above key audit matter included the following:

Assessed the design and implementation of the internal control system governing the ordering and shipping processes of the aforementioned sales products, executing tests to evaluate its operating effectiveness.
Sampled and examined orders, shipping documents, invoices, and payment records associated with the revenue details of these products to verify the occurrence of revenue.
Reviewed for any significant abnormal occurrences of sales returns for these products subsequent to the reporting period.

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

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

In preparing the parent company only financial statements, management is responsible for assessing HTC Corporation'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 HTC Corporation 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 HTC Corporation's financial reporting process.

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

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

15 -

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

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

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

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

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

16 -

The engagement partners on the audits resulting in this independent auditors’ report are Pan-Fa Wang and Kuo-Tyan Hong.

Deloitte & Touche
Taipei, Taiwan
Republic of China

March 10, 2026

Notice to Readers

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

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

17 -

HTC CORPORATION

PARENT COMPANY ONLY BALANCE SHEETS

DECEMBER 31, 2025 AND 2024

(In Thousands of New Taiwan Dollars)

	2025		2024
ASSETS	Amount	%	Amount	%
CURRENT ASSETS
Cash and cash equivalents (Note 6)	$ 1,050,270	3	$ 3,818,748	8
Financial assets at fair value through profit or loss - current (Notes 7 and 30)	40,729	-	47,620	-
Notes and trade receivables (Note 10)	79,982	-	194,510	1
Trade receivables - related parties (Notes 10 and 31)	259,434	1	33,814	-
Other receivables (Notes 10 and 31)	42,175	-	26,092	-
Current tax assets (Note 26)	22,879	-	19,843	-
Inventories (Note 11)	304,251	1	623,628	1
Prepayments (Notes 12 and 31)	102,005	-	305,910	1
Other current financial assets (Notes 9 and 32)	-	-	688,590	2
Other current assets	35,324	-	29,128	-
Total current assets	1,937,049	5	5,787,883	13
NON-CURRENT ASSETS
Financial assets at fair value through profit or loss - non-current (Notes 7 and 30)	26,516	-	13,667	-
Financial assets at fair value through other comprehensive income - non-current (Notes 8 and 30)	78,231	-	101,410	-
Investments accounted for using equity method (Note 13)	26,643,418	70	28,125,116	61
Property, plant and equipment (Notes 14, 31 and 32)	5,932,704	16	6,178,732	14
Right-of-use assets (Note 15)	-	-	295	-
Investment properties, net (Note 16)	948,134	2	1,906,095	4
Intangible assets (Note 17)	323,601	1	190,512	-
Deferred tax assets (Note 26)	1,001,885	3	2,613,292	6
Refundable deposits (Note 33)	337,522	1	350,887	1
Net defined benefit assets - non-current (Note 22)	640,113	2	560,229	1
Other non-current financial assets (Notes 9 and 32)	53,429	-	81,975	-
Other non-current assets (Note 12)	589	-	720	-
Total non-current assets	35,986,142	95	40,122,930	87
TOTAL	$ 37,923,191	100	$ 45,910,813	100
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term borrowings (Note 18)	$ 1,000,000	2	$ 3,400,000	7
Financial liabilities at fair value through profit or loss - current (Notes 7 and 30)	9,441	-	91,224	-
Notes and trade payables (Notes 19 and 31)	4,810,087	13	5,189,271	11
Other payables (Notes 20 and 31)	2,612,305	7	3,106,054	7
Current tax liabilities (Note 26)	4,950	-	5,452	-
Provisions - current (Note 21)	257,538	1	349,548	1
Lease liabilities - current (Note 15)	-	-	301	-
Other current liabilities (Notes 20 and 24)	294,045	1	340,210	1
Total current liabilities	8,988,366	24	12,482,060	27
NON-CURRENT LIABILITIES
Long-term borrowings (Notes 18 and 32)	2,200,000	6	11,800,000	26
Deferred tax liabilities (Note 26)	92,033	-	67,634	-
Guarantee deposits received (Note 30)	46,101	-	132,850	-
Total non-current liabilities	2,338,134	6	12,000,484	26
Total liabilities	11,326,500	30	24,482,544	53
EQUITY (Note 23)
Share capital - ordinary shares	8,360,211	22	8,335,340	18
Capital surplus	16,340,444	43	16,277,565	36
Retained earnings
Legal reserve	815,365	2	2,490,682	5
Special reserve	2,390,621	7	3,080,480	7
Unappropriated earnings (accumulated deficits)	1,973,957	5	(6,365,177)	(14)
Total retained earnings	5,179,943	14	(794,015)	(2)
Other equity	(3,283,907)	(9)	(2,390,621)	(5)
Total equity	26,596,691	70	21,428,269	47
TOTAL	$ 37,923,191	100	$ 45,910,813	100

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

HTC CORPORATION

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

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

	2025		2024
	Amount	%	Amount	%
OPERATING REVENUE (Notes 24 and 31)	$ 1,908,507	100	$ 1,915,513	100
OPERATING COSTS (Notes 11, 25 and 31)	1,580,595	83	1,548,553	81
GROSS PROFIT	327,912	17	366,960	19
UNREALIZED GAIN	(24,211)	(1)	(50,588)	(3)
REALIZED GAIN	50,588	3	70,517	4
REALIZED GROSS PROFIT	354,289	19	386,889	20
OPERATING EXPENSES (Notes 25 and 31)
Selling and marketing	1,033,716	54	1,130,377	59
General and administrative	857,771	45	874,006	45
Research and development	1,546,905	81	2,354,069	123
Total operating expenses	3,438,392	180	4,358,452	227
OPERATING LOSS	(3,084,103)	(161)	(3,971,563)	(207)
NON-OPERATING INCOME AND EXPENSES
Interest income (Note 25)	132,820	7	119,623	6
Other income (Notes 25 and 31)	666,154	35	1,247,663	65
Other gains and losses (Note 25)	11,390,698	597	(451,643)	(23)
Finance costs (Note 25)	(204,016)	(11)	(335,523)	(17)
Share of profit or loss of subsidiaries	(775,402)	(41)	(183,745)	(10)
Total non-operating income and expenses	11,210,254	587	396,375	21
INCOME (LOSS) BEFORE INCOME TAX	8,126,151	426	(3,575,188)	(186)
INCOME TAX (EXPENSE) BENEFIT (Note 26)	(2,100,745)	(110)	156,900	8
INCOME (LOSS) FOR THE YEAR	6,025,406	316	(3,418,288)	(178)

(Continued)

20 -

HTC CORPORATION

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

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

	2025		2024
	Amount	%	Amount	%
OTHER COMPREHENSIVE INCOME AND LOSS, NET OF INCOME TAX
Items that will not be reclassified subsequently to profit or loss:
Remeasurement of defined benefit plans (Note 22)	$ 72,673	4	$ 47,593	2
Unrealized loss on investments in equity instruments designated as at fair value through other comprehensive income	(57,149)	(3)	(833)	-
Share of other comprehensive income of subsidiaries	(600,934)	(32)	490,916	26
Income tax relating to items that will not be reclassified to profit or loss (Note 26)	(8,721)	-	(5,711)	-
	(594,131)	(31)	531,965	28
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translating foreign operations	(350,603)	(19)	1,487,575	77
Other comprehensive income and loss for the year, net of income tax	(944,734)	(50)	2,019,540	105
TOTAL COMPREHENSIVE INCOME (LOSS) FOR THE YEAR	$ 5,080,672	266	$ (1,398,748)	(73)
EARNINGS (LOSS) PER SHARE (Note 27)
Basic	$ 7.21		$ (4.11)
Diluted	$ 7.15		$ (4.11)

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

HTC CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

(In Thousands of New Taiwan Dollars)

| | Share Capital
Ordinary
Shares | Capital Surplus | Retained Earnings | | | Other Equity | | Total Equity |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | Legal Reserve | Special Reserve | (Accumulated
Deficits)
Unappropriated
Earnings | Exchange
Differences on
Differences on
Translating
Foreign
Operations | Unrealized
Losses on
Financial Assets
at Fair Value
through Other
Comprehensive
Income | |
| BALANCE, JANUARY 1, 2024 | $ 8,320,380 | $ 16,270,636 | $ 5,828,987 | $ 3,080,480 | $ (7,338,305) | $ (2,408,195) | $ (948,855) | $ 22,805,128 |
| Legal reserve in covering accumulated deficits | - | - | (3,338,305) | - | 3,338,305 | - | - | - |
| Other changes in capital surplus
Changes in equity of associates accounted for using equity method | - | (30,881) | - | - | - | - | - | (30,881) |
| Net loss for the year ended December 31, 2024 | - | - | - | - | (3,418,288) | - | - | (3,418,288) |
| Other comprehensive income and loss for the year ended December 31, 2024 | - | - | - | - | 43,545 | 1,487,575 | 488,420 | 2,019,540 |
| Total comprehensive income and loss for the year ended December 31, 2024 | - | - | - | - | (3,374,743) | 1,487,575 | 488,420 | (1,398,748) |
| Issuance of shares due to exercise of employee share options | 14,960 | 37,778 | - | - | - | - | - | 52,738 |
| Share-based payments | - | 32 | - | - | - | - | - | 32 |
| Disposal of investments in equity instruments at fair value through other comprehensive income | - | - | - | - | 1,009,566 | - | (1,009,566) | - |
| BALANCE, DECEMBER 31, 2024 | 8,335,340 | 16,277,565 | 2,490,682 | 3,080,480 | (6,365,177) | (920,620) | (1,470,001) | 21,428,269 |
| Legal reserve in covering accumulated deficits | - | - | (1,675,317) | - | 1,675,317 | - | - | - |
| Reversal of special reserve | - | - | - | (689,859) | 689,859 | - | - | - |
| Net income for the year ended December 31, 2025 | - | - | - | - | 6,025,406 | - | - | 6,025,406 |
| Other comprehensive income and loss for the year ended December 31, 2025 | - | - | - | - | 63,952 | (350,603) | (658,083) | (944,734) |
| Total comprehensive income and loss for the year ended December 31, 2025 | - | - | - | - | 6,089,358 | (350,603) | (658,083) | 5,080,672 |
| Issuance of shares due to exercise of employee share options | 24,871 | 62,958 | - | - | - | - | - | 87,829 |
| Share-based payments | - | (79) | - | - | - | - | - | (79) |
| Disposal of investments in equity instruments at fair value through other comprehensive income | - | - | - | - | (115,400) | - | 115,400 | - |
| BALANCE, DECEMBER 31, 2025 | $ 8,360,211 | $ 16,340,444 | $ 815,365 | $ 2,390,621 | $ 1,973,957 | $ (1,271,223) | $ (2,012,684) | $ 26,596,691 |

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

HTC CORPORATION

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

	2025	2024
CASH FLOWS FROM OPERATING ACTIVITIES
Gain (loss) before income tax	$ 8,126,151	$ (3,575,188)
Adjustments for:
Depreciation expense	144,413	158,274
Amortization expense	2,028	1,921
Expected credit loss recognized (reversed) on trade receivables	632	(17,778)
Loss on financial assets at fair value through profit or loss	2,967	1,465
Finance costs	204,016	335,523
Interest income	(132,820)	(119,623)
Dividends income	(382)	-
(Reversal of) compensation costs of employee share-based payments	(79)	32
Share of the loss of subsidiaries	775,402	183,745
Net (gain) loss on disposal of property, plant and equipment and investment properties	(4,164,743)	163
Net gain on disposal of intangible assets	-	(155,492)
Net gain on disposal of assets and licensing income (Note 25)	(7,512,927)	-
Impairment loss on non-financial assets	394,928	132,190
Unrealized gain on sales	24,211	50,588
Realized gain on sales	(50,588)	(70,517)
Gain from lease modifications	(1)	(14)
Changes in operating assets and liabilities
Increase in financial assets mandatorily classified as at fair value through profit or loss	(74,892)	(2,346)
Decrease in notes and trade receivables	113,896	110,335
(Increase) decrease in trade receivables - related parties	(225,620)	97,080
(Increase) decrease in other receivables	(26,457)	4,325
Increase in inventories	(75,551)	(12,752)
Decrease in prepayments	203,905	8,256
(Increase) decrease in other current assets	(6,196)	19,075
Increase in other non-current assets	(7,211)	(3,862)
Decrease in notes and trade payables	(480,395)	(641,713)
Decrease in other payables	(465,189)	(514,739)
Decrease in provisions	(92,010)	(198,667)
(Decrease) increase in other current liabilities	(46,165)	73,257
Cash used in operations	(3,368,677)	(4,136,462)
Interest received	143,194	111,997
Interest paid	(223,137)	(331,419)
Income tax paid	(375,987)	(14,659)
Net cash used in operating activities	(3,824,607)	(4,370,543)
		(Continued)

22 -

HTC CORPORATION

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

	2025	2024
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of financial assets at fair value through other comprehensive income	$ (33,970)	$ -
Purchase of financial assets at fair value through profit or loss	(15,816)	(15,132)
Payments for property, plant and equipment	(309,114)	(36,676)
Proceeds from disposal of property, plant and equipment and investment properties	5,524,359	1,146
Increase in refundable deposits	-	(344,341)
Decrease in refundable deposits	13,365	-
Payments for intangible assets	(135,117)	-
Proceeds from disposal of intangible assets	-	733
Increase in other financial assets	-	(107,098)
Decrease in other financial assets	717,136	-
Dividends received	4,387,701	1,104
Proceeds from disposal of assets and licensing income (Note 25)	7,512,927	-
Net cash generated from (used in) investing activities	17,661,471	(500,264)
CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in short-term borrowings	(2,400,000)	(300,000)
Increase in long-term borrowings	-	2,800,000
Decrease in long-term borrowings	(9,600,000)	-
Decrease in guarantee deposits received	(86,749)	(80)
Repayment of the principal portion of lease liabilities	(239)	(2,735)
Employee share options executed	87,829	52,738
Acquisition of additional in interests subsidiaries	(5,696,119)	-
Net cash inflow on disposal of subsidiaries	-	5,000
Capital reduction of subsidiaries	1,089,936	3,285,250
Net cash (used in) generated from financing activities	(16,605,342)	5,840,173
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	(2,768,478)	969,366
CASH AND CASH EQUIVALENTS, BEGINNING OF THE YEAR	3,818,748	2,849,382
CASH AND CASH EQUIVALENTS, END OF THE YEAR	$ 1,050,270	$ 3,818,748

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

23 -

Supplement 5

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders
HTC Corporation

Opinion

We have audited the accompanying consolidated financial statements of HTC Corporation and subsidiaries, which comprise the consolidated balance sheets as of December 31, 2025 and 2024, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies.

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

Basis for Opinion

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

Key Audit Matters

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

24 -

The descriptions of the key audit matters of the consolidated financial statements for the year ended December 31, 2025 are as follows:

Revenue Recognition

HTC Corporation and its subsidiaries rely primarily on sales revenue generated from virtual reality products as their main source of operating revenue. In 2025, management made selective adjustments to sales strategies for certain products in response to macroeconomic shifts and advancements within the virtual reality ecosystem. Recognizing that the revenue derived from these products has a material impact on the consolidated financial statements, the occurrence of revenue recognition for such products was identified as a key audit matter.

Our principal audit procedures performed in respect of the above key audit matter included the following:

Assessed the design and implementation of the internal control system governing the ordering and shipping processes of the aforementioned sales products, executing tests to evaluate its operating effectiveness.
Sampled and examined orders, shipping documents, invoices, and payment records associated with the revenue details of these products to verify the occurrence of revenue.
Reviewed for any significant abnormal occurrences of sales returns for these products subsequent to the reporting period.

Other Matters

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

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

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

In preparing the consolidated financial statements, management is responsible for assessing HTC Corporation and subsidiaries' 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 HTC Corporation and subsidiaries 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 HTC Corporation and subsidiaries' financial reporting process.

25 -

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

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

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

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

26 -

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

The engagement partners on the audits resulting in this independent auditors' report are Pan-Fa Wang and Kuo-Tyan Hong.

Deloitte & Touche
Taipei, Taiwan
Republic of China
March 10, 2026

Notice to Readers

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

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

27 -

HTC CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2025 AND 2024

(In Thousands of New Taiwan Dollars)

	2025		2024
ASSETS	Amount	%	Amount	%
CURRENT ASSETS
Cash and cash equivalents (Note 6)	$ 2,909,535	8	$ 14,239,209	31
Financial assets at fair value through profit or loss - current (Notes 7 and 31)	7,105,995	18	47,620	-
Financial assets at fair value through other comprehensive income - current (Notes 8 and 31)	206,397	1	327,194	1
Notes and trade receivables (Notes 10 and 32)	506,730	1	497,008	1
Other receivables (Note 10)	2,604,460	7	115,617	-
Current tax assets (Note 27)	309,661	1	198,952	-
Inventories (Note 11)	450,243	1	870,049	2
Prepayments (Note 12)	193,044	1	405,868	1
Other current financial assets (Notes 9 and 33)	113,036	-	10,265,324	22
Other current assets	30,371	-	29,908	-
Total current assets	14,429,472	38	26,996,749	58
NON-CURRENT ASSETS
Financial assets at fair value through profit or loss - non-current (Notes 7 and 31)	7,936,746	21	346,342	1
Financial assets at fair value through other comprehensive income - non-current (Notes 8 and 31)	4,731,637	12	4,425,214	10
Investments accounted for using equity method (Note 14)	862,292	2	998,315	2
Property, plant and equipment (Notes 15, 32 and 33)	6,326,356	16	6,609,865	14
Right-of-use assets (Note 16)	38,545	-	67,012	-
Investment properties, net (Notes 17 and 33)	1,539,993	4	2,725,278	6
Intangible assets (Note 18)	414,134	1	326,394	1
Deferred tax assets (Note 27)	1,067,262	3	2,684,316	6
Refundable deposits	345,162	1	365,625	1
Net defined benefit assets - non-current (Note 23)	640,113	2	560,464	1
Other non-current financial assets (Notes 9 and 33)	121,338	-	124,473	-
Other non-current assets (Note 12)	1,659	-	1,423	-
Total non-current assets	24,025,237	62	19,234,721	42
TOTAL	$ 38,454,709	100	$ 46,231,470	100
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term borrowings (Note 19)	$ 1,000,000	3	$ 3,400,000	8
Financial liabilities at fair value through profit or loss - current (Notes 7 and 31)	9,441	-	91,224	-
Notes and trade payables (Notes 20 and 32)	4,783,207	12	5,188,610	11
Other payables (Notes 21 and 32)	2,716,734	7	3,087,289	7
Current tax liabilities (Note 27)	172,777	1	110,189	-
Provisions - current (Note 22)	285,207	1	383,925	1
Lease liabilities - current (Notes 16 and 32)	15,930	-	27,928	-
Other current liabilities (Notes 21 and 25)	480,261	1	450,191	1
Total current liabilities	9,463,557	25	12,739,356	28
NON-CURRENT LIABILITIES
Long-term borrowings (Notes 19 and 33)	2,200,000	6	11,800,000	26
Deferred tax liabilities (Note 27)	104,435	-	69,907	-
Lease liabilities - non-current (Notes 16 and 32)	26,000	-	41,820	-
Guarantee deposits received	64,026	-	152,118	-
Total non-current liabilities	2,394,461	6	12,063,845	26
Total liabilities	11,858,018	31	24,803,201	54
EQUITY (Note 24)
Share capital - ordinary shares	8,360,211	22	8,335,340	18
Capital surplus	16,340,444	43	16,277,565	35
Retained earnings
Legal reserve	815,365	2	2,490,682	5
Special reserve	2,390,621	6	3,080,480	7
Unappropriated earnings (accumulated deficits)	1,973,957	5	(6,365,177)	(14)
Total retained earnings	5,179,943	13	(794,015)	(2)
Other equity	(3,283,907)	(9)	(2,390,621)	(5)
Total equity	26,596,691	69	21,428,269	46
TOTAL	$ 38,454,709	100	$ 46,231,470	100

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

HTC CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings (Loss) Per Share)

	2025		2024
	Amount	%	Amount	%
OPERATING REVENUE (Notes 25 and 32)	$ 2,900,662	100	$ 3,080,984	100
OPERATING COSTS (Notes 11, 26 and 32)	1,859,721	64	1,827,140	60
GROSS PROFIT	1,040,941	36	1,253,844	40
OPERATING EXPENSES (Notes 26 and 32)
Selling and marketing	1,671,109	58	2,031,182	66
General and administrative	1,169,580	40	1,213,489	39
Research and development	1,652,458	57	2,648,510	86
Total operating expenses	4,493,147	155	5,893,181	191
OPERATING LOSS	(3,452,206)	(119)	(4,639,337)	(151)
NON-OPERATING INCOME AND EXPENSES
Interest income (Note 26)	439,178	15	893,172	29
Other income (Notes 26 and 32)	790,581	27	1,318,277	43
Other gains and losses (Note 26)	11,231,430	387	(474,525)	(15)
Finance costs (Notes 26 and 32)	(206,294)	(7)	(339,004)	(11)
Share of profit or loss of associates and joint ventures (Note 14)	(360,711)	(12)	(175,368)	(6)
Total non-operating income and expenses	11,894,184	410	1,222,552	40
INCOME (LOSS) BEFORE INCOME TAX	8,441,978	291	(3,416,785)	(111)
INCOME TAX EXPENSE (Note 27)	(2,416,572)	(83)	(1,503)	-
INCOME (LOSS) FOR THE YEAR	6,025,406	208	(3,418,288)	(111)
				(Continued)

29 -

30 -

HTC CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings (Loss) Per Share)

	2025		2024
	Amount	%	Amount	%
OTHER COMPREHENSIVE INCOME AND LOSS, NET OF INCOME TAX
Items that will not be reclassified subsequently to profit or loss:
Remeasurement of defined benefit plans (Note 23)	$ 72,673	2	$ 49,256	1
Unrealized (loss) gain on investments in equity instruments designated as at fair value through other comprehensive income	(658,083)	(23)	488,420	16
Income tax relating to items that will not be reclassified to profit or loss (Note 27)	(8,721)	-	(5,711)	-
	(594,131)	(21)	531,965	17
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translating foreign operations	(350,603)	(12)	1,487,575	49
Other comprehensive income and loss for the year, net of income tax	(944,734)	(33)	2,019,540	66
TOTAL COMPREHENSIVE INCOME AND LOSS FOR THE YEAR	$ 5,080,672	175	$ (1,398,748)	(45)
EARNINGS (LOSS) PER SHARE (Note 28)
Basic	$ 7.21		$ (4.11)
Diluted	$ 7.15		$ (4.11)

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

HTC CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

(In Thousands of New Taiwan Dollars)

| | Share Capital
Ordinary
Shares | Capital Surplus | Retained Earnings | | | Other Equity | | Total Equity |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | Legal Reserve | Special Reserve | (Accumulated
Deficits)
Unappropriated
Earnings | Exchange
Differences on
Translating
Foreign
Operations | Unrealized
Losses on
Financial Assets
at Fair Value
through Other
Comprehensive
Income | |
| BALANCE, JANUARY 1, 2024 | $ 8,320,380 | $ 16,270,636 | $ 5,828,987 | $ 3,080,480 | $ (7,338,305) | $ (2,408,195) | $ (948,855) | $ 22,805,128 |
| Legal reserve in covering accumulated deficits | - | - | (3,338,305) | - | 3,338,305 | - | - | - |
| Other changes in capital surplus
Changes in equity of associates and joint ventures accounted for using equity method | - | (30,881) | - | - | - | - | - | (30,881) |
| Net loss for the year ended December 31, 2024 | - | - | - | - | (3,418,288) | - | - | (3,418,288) |
| Other comprehensive income and loss for the year ended December 31, 2024 | - | - | - | - | 43,545 | 1,487,575 | 488,420 | 2,019,540 |
| Total comprehensive income and loss for the year ended December 31, 2024 | - | - | - | - | (3,374,743) | 1,487,575 | 488,420 | (1,398,748) |
| Issuance of shares due to exercise of employee share options | 14,960 | 37,778 | - | - | - | - | - | 52,738 |
| Share-based payments | - | 32 | - | - | - | - | - | 32 |
| Disposal of investments in equity instruments at fair value through other comprehensive income | - | - | - | - | 1,009,566 | - | (1,009,566) | - |
| BALANCE, DECEMBER 31, 2024 | 8,335,340 | 16,277,565 | 2,490,682 | 3,080,480 | (6,365,177) | (920,620) | (1,470,001) | 21,428,269 |
| Legal reserve in covering accumulated deficits | - | - | (1,675,317) | - | 1,675,317 | - | - | - |
| Reversal of special reserve | - | - | - | (689,859) | 689,859 | - | - | - |
| Net income for the year ended December 31, 2025 | - | - | - | - | 6,025,406 | - | - | 6,025,406 |
| Other comprehensive income and loss for the year ended December 31, 2025 | - | - | - | - | 63,952 | (350,603) | (658,083) | (944,734) |
| Total comprehensive income and loss for the year ended December 31, 2025 | - | - | - | - | 6,089,358 | (350,603) | (658,083) | 5,080,672 |
| Issuance of shares due to exercise of employee share options | 24,871 | 62,958 | - | - | - | - | - | 87,829 |
| Share-based payments | - | (79) | - | - | - | - | - | (79) |
| Disposal of investments in equity instruments at fair value through other comprehensive income | - | - | - | - | (115,400) | - | 115,400 | - |
| BALANCE, DECEMBER 31, 2025 | $ 8,360,211 | $ 16,340,444 | $ 815,365 | $ 2,390,621 | $ 1,973,957 | $ (1,271,223) | $ (2,012,684) | $ 26,596,691 |

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

HTC CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

(In Thousands of New Taiwan Dollars)

	2025	2024
CASH FLOWS FROM OPERATING ACTIVITIES
Income (loss) before income tax	$ 8,441,978	$ (3,416,785)
Adjustments for:
Depreciation expense	207,627	233,346
Amortization expense	17,349	20,781
Expected credit loss recognized (reversed) on trade receivables	908	(8,021)
(Gain) loss on financial assets at fair value through profit or loss	(236,094)	120,372
Finance costs	206,294	339,004
Interest income	(439,178)	(893,172)
Dividend income	(53,468)	(5,440)
(Reversal of) compensation costs of employee share-based payments	(79)	32
Share of the loss of associates and joint ventures accounted for using the equity method	360,711	175,368
Net (gain) loss on disposal of property, plant and equipment and investment properties	(4,160,767)	695
Net gain on disposal of intangible assets	-	(155,492)
Net gain on disposal of assets and licensing income (Note 26)	(8,045,926)	-
Impairment loss on non-financial assets	564,681	188,690
Gain from lease modifications	(53)	(17)
Changes in operating assets and liabilities
Increase in financial assets mandatorily classified as at fair value through profit or loss	(74,892)	(2,346)
(Increase) decrease in notes and trade receivables	(10,630)	301,856
(Increase) decrease in other receivables	(29,504)	12,428
Decrease in inventories	99,090	112,755
Decrease (Increase) in prepayments	213,280	(2,055)
Increase in other current assets	(463)	(26,943)
(Increase) decrease in other non-current assets	(7,795)	1,512
(Decrease) increase in notes and trade payables	(506,101)	251,875
Decrease in other payables	(341,995)	(242,194)
Decrease in provisions	(98,718)	(206,642)
Increase in other current liabilities	30,070	105,012
Cash used in operations	(3,863,675)	(3,095,381)
Interest received	540,808	913,063
Interest paid	(225,415)	(334,900)
Income tax paid	(724,318)	(20,715)
Net cash used in operating activities	(4,272,600)	(2,537,933)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of financial assets at fair value through other comprehensive income	(909,879)	(160,445)
Proceeds from disposal of financial assets at fair value through other comprehensive income	4,728	1,113,373
		(Continued)

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HTC CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

(In Thousands of New Taiwan Dollars)

	2025	2024
Return of investments accounted for at fair value through other comprehensive income	$ -	$ 7,018
Purchase of financial assets at fair value through profit or loss	(35,798,294)	(164,278)
Proceeds from disposal of financial assets at fair value through profit or loss	19,347,172	-
Acquisition of investments accounted for using equity method	(134,658)	(186,842)
Payments for property, plant and equipment	(304,505)	(55,113)
Proceeds from disposal of property, plant and equipment and investment properties	5,525,648	23
Increase in refundable deposits	-	(345,606)
Decrease in refundable deposits	20,463	-
Payments for intangible assets	(135,305)	(11,939)
Proceeds from disposal of intangible assets	-	733
Payments for investment properties	(833)	(5,987)
Decrease in other financial assets	10,155,423	556,194
Dividends received	53,468	5,440
Proceeds from disposal of assets and licensing income (Note 26)	8,045,926	-
Net cash generated from investing activities	5,869,354	752,571
CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in short-term borrowings	(2,400,000)	(300,000)
Increase in long-term borrowings	-	2,800,000
Repayments of long-term borrowings	(9,600,000)	-
Increase in guarantee deposits received	-	2,052
Decrease in guarantee deposits received	(88,092)	-
Repayments of the principal portion of lease liabilities	(24,708)	(29,589)
Employee share options executed	87,829	52,738
Net cash (used in) generated from financing activities	(12,024,971)	2,525,201
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	(901,457)	1,060,007
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	(11,329,674)	1,799,846
CASH AND CASH EQUIVALENTS, BEGINNING OF THE YEAR	14,239,209	12,439,363
CASH AND CASH EQUIVALENTS, END OF THE YEAR	$ 2,909,535	$ 14,239,209

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

(Concluded)

Supplement 6

HTC Corporation

Procedures for the Acquisition or Disposal of Assets Before and After Revision

Article	Original article	Amended article	Notes
Article 4	Operating procedures (omitted)
2. Amount limits

(1) The total amount of any real property or right-of-use assets thereof purchased by the Company not for use in business operations may not exceed 20 percent of the Company's net worth; the total amount of any real property or right-of-use assets thereof purchased by a subsidiary of the Company not for use in business operations may not exceed 20 percent of the Company's net worth, and may not exceed the subsidiary's net worth.

(2) Unless with the approval of a shareholders meeting, the total amount of investment by the Company in securities may not exceed its net worth; the total amount of investment in securities by a subsidiary of the Company may not exceed the subsidiary's net worth.

(3) Unless with the approval of a shareholders meeting, the amount of the Company's investment in any single security may not exceed 50 percent of its net worth; the amount of investment by a subsidiary of the Company in any single security may not exceed 50 percent of | Operating procedures (omitted)
2. Amount limits

(2) Unless with the approval of a shareholders meeting, the total amount of investment by the Company in securities may not exceed 150 percent of its net worth; the total amount of investment in securities by a subsidiary of the Company may not exceed 150 percent of the subsidiary's net worth.

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HTC Corporation

Procedures for the Acquisition or Disposal of Assets Before and After Revision

Article	Original article	Amended article	Notes
	the Company's net worth and may not exceed the subsidiary's net worth.
(4) Securities acquired by the Company or a subsidiary for the purpose of short-term allocation of funds, or acquired through the conduct of M&A activities such as mergers, demergers, acquisitions, or share transfers carried out in accordance with relevant domestic or foreign laws, shall not be subject to the restrictions on amounts in (2) and (3) above.
3. Units executing transactions
(1) For acquisition or disposal of securities: the financial unit or related unit.
(2) For acquisition or disposal of real property, equipment, or right-of-use assets thereof: the corporate management office, financial unit, or other related unit.
4. Transaction procedures
Procedures and operations in relation to the acquisition or disposal of assets shall be carried out in accordance with relevant provisions of laws and regulations and the internal rules of the Company.	the Company's net worth and may not exceed the subsidiary's net worth.
(4) Securities acquired by the Company or a subsidiary for the purpose of short-term allocation of funds, or acquired through the conduct of M&A activities such as mergers, demergers, acquisitions, or share transfers carried out in accordance with relevant domestic or foreign laws, shall not be subject to the restrictions on amounts in (2) and (3) above.
3. Units executing transactions
(1) For acquisition or disposal of securities: the financial unit or related unit.
(2) For acquisition or disposal of real property, equipment, or right-of-use assets thereof: the corporate management office, financial unit, or other related unit.
4. Transaction procedures
Procedures and operations in relation to the acquisition or disposal of assets shall be carried out in accordance with relevant provisions of laws and regulations and the internal rules of the Company.

Appendix 1

Articles of Incorporation

Chapter I General Provisions

Article 1
This Company, organized under the Company Act as a company limited by shares, shall be named HTC Corporation. (hereinafter, "the Company").

Article 2
The scope of business of the Company is as follows:

CC01080 Electronic Parts and Components Manufacturing.
CC01100 Controlled Telecommunications Radio Frequency Equipment and Materials Manufacturing.
CC01110 Computers and Computing Peripheral Equipment Manufacturing.
C805050 Industrial Plastic Products Manufacturing.
CC01120 Data Storage Media Manufacturing and Duplicating.
E605010 Computing Equipment Installation.
E701040 Basic Telecommunications Equipment Construction.
E701020 Satellite Television Equipment and Materials Installation for Channels KU and C.
E701030 Controlled Telecommunications Radio Frequency Equipment and Materials Installation and Construction
F113030 Wholesale of Precision Instruments.
F113050 Wholesale of Computing and Business Machinery Equipment.
F113070 Wholesale of Telecommunications Equipment.
F118010 Wholesale of Computer Software.
F119010 Wholesale of Electronics Materials.
F213030 Retail sale of Computing and Business Machinery Equipment.
F213040 Retail Sale of Precision Instruments.
F213060 Retail Sale of Telecommunications Equipment.
F218010 Retail Sale of Computer Software.
F219010 Retail Sale of Electronics Materials.
F401010 International Trade.
G801010 Warehousing and Storage.
I301010 Software Design Services.
I301020 Data Processing Services.
I301030 Digital Information Supply Services.
F399040 Retail Business Without Shop
CF01011 Medical Materials and Equipment Manufacturing
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27.F108031 Wholesale of Drugs, Medical Goods
28.F208031 Retail sale of Medical Equipments
29.JE01010 Rental and Leasing Business
30.JI01010 Interactive Scenario Experience Services
31.I301050 Reality Technology Services
32.I305010 Audio Tape and Record Publishers
33.J401010 Motion Picture Production
34.J402010 Motion Picture Distribution
35.J403010 Motion Picture Projection
36.J404010 Cartoons Motion Picture Production
37.J503020 Television Production
38.J503030 Broadcasting and Television Program Distribution
39.ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.

Article 2~1

The Company may act as a guarantor and may invest in other companies. The total amount of the Company's investment in other companies is exempted from the prohibition against exceeding 40 percent of paid-in capital set out in Article 13 of the Company Act.

Article 3

The Company is headquartered in Taoyuan City, Taiwan and when necessary may establish branches at home and abroad as resolved by the board of directors.

Article 4

Deleted.

Chapter II Shares

Article 5

The authorized capital of the Company is NT$ 10 billion consisting of 1 billion, shares, all of common stock, with a par value of NT$10 per share. The Board of directors is authorized to issue the shares in separate installments as required. Among these shares, 80 million shares are reserved for the holders of stock warrants, preferred shares with warrants, or corporate bonds with warrants to exercise their stock warrants.

Article 5~1

In the event that the Company becomes duly entitled to purchase back its own shares, the board of directors is authorized to do so in accordance with laws and regulations.

Article 6

Employees of parents or subsidiaries of the Company that meet certain specific requirements

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shall be entitled to receive treasury stocks acquired by the Company in accordance with the Company Act.

Employees of parents or subsidiaries of the Company meet certain specific requirements shall be entitled to receive employee stock option certificates.

Employees of parents or subsidiaries of the Company meet certain specific requirements shall be entitled to receive new shares issued by the Company.

Employees of parents or subsidiaries of the Company meet certain specific requirements shall be entitled to receive restricted Stock Awards.

Qualification of employees in preceding four paragraph shall be determined by the Board of Directors.

Article 7

The share certificates of the Company shall without exception be in registered form, signed by, or affixed with the seals of the directors who are authorized to represent the company, and authenticated by the competent governmental authority or a registration institution authorized thereby before issuance.

Shares issued by the Company need not be in certificate form, but shall be registered with a securities depository enterprise.

Article 8

All entries in the shareholders register due to share transfers shall be suspended for 60 days prior to an ordinary shareholders meeting, or for 30 days prior to an extraordinary shareholders meeting, or for 5 days prior to the record date fixed for distributing dividends, bonus, or any other benefit.

Chapter III Shareholders Meeting

Article 9

Shareholders meetings of the Company are of two kinds: ordinary shareholders meetings and extraordinary shareholders meetings. The ordinary shareholders meeting is called once per year within six months from the close of the fiscal year. Extraordinary shareholders meetings may be called in accordance with applicable laws and regulations whenever necessary.

The shareholders meeting may be conducted by video conference or other means announced by the competent authority.

Article 10

For any shareholders meeting, a shareholder may appoint a proxy to attend the meeting by using the proxy form issued by the Company and specifying the scope of proxy. Shareholder attendance by proxy shall be subject to the Company Act and also to the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies issued by the competent authority.

Article 11

Each shareholder of the Company is entitled to one vote per share, except under circumstances in which shares have no voting power as set out in the applicable regulations.

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Article 12

Unless otherwise provided by applicable law or regulation, a resolution of the shareholders meeting shall be adopted by consent of a majority of the votes represented by those in attendance at a meeting attended, in person or by proxy, by shareholders who represent a majority of the total issued shares.

Chapter IV Directors

Article 13

The Company shall have five to nine directors. The directors shall be elected by a candidate nomination system. They shall be elected by the shareholders meeting from among the slate of director candidates. The term of office is three years, and they may continue in office if re-elected. The aggregate shareholding percentages of the entire bodies of directors shall comply with the regulations prescribed by the securities supervisory authorities.

Article 13-1

There shall be at least three independent directors among the Company's directors, and the independent directors shall represent at least one-fifth of the directors seats. The relevant regulations of the competent securities authority shall be followed regarding the professional qualifications, shareholding, moonlighting restrictions, nomination and election, and other compliance requirements regarding independent directors.

The Company shall establish an audit committee which shall be composed of the entire number of independent directors. The exercise of power by the audit committee and independent directors and related matters shall be set forth in accordance with the Securities and Exchange Act, the Regulations Governing the Exercise of Powers by Audit Committees of Public Companies, and the rules and regulations of the TWSE.

Article 14

The board of directors shall consist of the directors of the company, and the chairman of the board of directors shall be elected from among the directors by a majority of directors in attendance at a meeting attended by at least two-thirds of the directors. The chairman of the board of directors shall represent the Company in external matters.

Directors shall attend meetings of the board of directors in the preceding paragraph in person. In the event that a board of directors meeting is held through video conference, a director who participates in the meeting by means of video system shall be deemed to have attended in person. If a director is unavailable to attend a meeting in person, the director may issue a power of attorney for the given meeting specifying the scope of the authorized powers to authorize another director to attend the meeting on the director's behalf, provided that a director may represent only one other director at a meeting.

Article 14-1

Each director shall be given at least 7 days advance notice of the convening of a board of directors meeting of the Company. In emergency circumstances, however, a meeting may be called on shorter notice.

The meeting notice referred to in the preceding paragraph shall specify the reasons for convening the meeting, and shall be made in writing, by e-mail, or by facsimile.

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Article 15

If the chairman of the board of directors is on leave or cannot exercise powers or perform duties for any reason, an acting chairman shall be designated in accordance with Article 208 of the Company Act.

Article 16

When the Company’s directors perform Company duties, the Company may pay remuneration regardless of whether the Company operates at a profit or loss. The board of directors is authorized with powers to resolve the rates of such remuneration based on the extent of their participation in the Company’s business operations or value of their contribution, at a level consistent with general practices in the industry. If the Company operates at a profit, they also may allocate remuneration in accordance with Article 19.

The company may acquire liability insurance for all directors, within the scope of the indemnity liability they bear under law in connection with their business responsibilities, throughout their term to minimize and disperse the risk of material loss or damage to the company and shareholders as a consequence of any illegal act.

Chapter V Managerial Officers

Article 17

The Company may have managerial officers, whose appointment, dismissal, and remuneration shall be handled in accordance with Article 29 of the Company Act.

Chapter VI Accounting

Article 18

At the end of each fiscal year, the board of directors shall prepare the following documents, which shall be submitted to the shareholders’ meeting for approval as required by law:

Business report;
Financial report;
Proposal for allocating profit or covering loss.

Article 19

If the Company makes profit for the current year, Company shall have minimum of 4% of such profit distributable as employees’ compensation, of which no less than 1% shall be reserved for the non-executive employees, at the form of stock or in cash as resolved by the board of directors. Employees of parents or subsidiaries of the Company meeting certain specific requirements shall also be entitled to receive such stock or cash certain specific requirements will be determined by the Board of Directors. Board of directors may resolve to distribute up to maximum of 0.25% of the profit of current year mentioned in preceding paragraph as remuneration to directors. Proposed distribution of profit as employees’ compensation and remuneration to directors shall be presented at shareholders’ meeting.

If the company has accumulated loss, the profit shall first be used to offset the loss. The remainder of the profit may then be distributed as employees’ compensation and remuneration to directors based on preceding proposed ratios.

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Article 20

If the Company has earnings after the annual final accounting, it shall be allocated in the following order:

To pay taxes.
To cover accumulated losses, if any.
To appropriate 10% legal reserve unless the total legal reserve accumulated has already reached the amount of the total paid-in capital.
To recognize or reverse special reserve return earnings. If there is a shortfall in the amount of “net increase in the fair value of investment real property accumulated in the preceding period” and “net reduction of other benefits accrued in the preceding period”, the same amount of special reserve shall be proposed from the unallocated reserve in the preceding period prior to the distribution of the reserve, and if there is still a shortfall, it shall be credited to the current period for items other than net profit after tax after the current period.
The board of directors shall propose allocation ratios for any remainder profit after withholding the amounts under subparagraphs 1 to 4 above plus any unappropriated retained earnings of previous years based on the dividend policy set forth in paragraph 2 of this Article and propose such allocation ratio at the shareholders’ meeting.

Because the Company is a technology and capital-intensive enterprise in its growing phase, the Company sets a policy to allocate dividends with consideration to factors such as the Company’s current and future investment climate, demand for working capital, competitive environment at home and globally, capital budget, as well as the interests of the shareholders, balanced dividends, and long-term financial planning of the Company. Every year, the board of directors shall propose the allocation ratio and propose it at the shareholders’ meeting. The earnings may be allocated in cash dividends or stock dividends, provided that the ratio of cash dividends may not be less than 50% of the total dividends.

The distribution shall be made in accordance with the following provisions: when whole or part of the distributable dividends and bonuses, capital stock or statutory surplus stock, in accordance with Section 241(1) of Company Act, is distributed in the form of cash, such distribution shall be approved by the board of directors with a majority vote at a meeting attended by two-thirds of the total number of directors; and in addition thereto a report of such distribution shall be submitted to the shareholders’ meeting; and, when such dividends and bonuses, capital stock or statutory surplus stock are distributed in the form of issuing new shares, the distribution shall, in accordance with the Company Act, be made after the adoption by the shareholders’ meeting.

Chapter VII Bylaws

Article 21

Any matters insufficiently provided for in these Articles of Incorporation shall be handled in accordance with the Company Act and the Securities and Exchange Act.

Article 22

These Articles of Incorporation were adopted on 10 May 1997.

The first amendment was made on 1 July 1997.

The second amendment was made on 26 February 1998.

The third amendment was made on 8 May 1998.

The fourth amendment was made on 22 October 1998.

The fifth amendment was made on 24 April 2000.

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The sixth amendment was made on 23 April 2001.
The seventh amendment was made on 13 July 2001.
The eighth amendment was made on 14 March 2002.
The ninth amendment was made on 26 June 2003.
The 10th amendment was made on 16 June 2004.
The 11th amendment was made on 13 June 2005.
The 12th amendment was made on 2 May 2006.
The 13th amendment was made on 20 June 2007.
The 14th amendment was made on 13 June 2008.
The 15th amendment was made on 19 June 2009.
The 16th amendment was made on 18 June 2010.
The 17th amendment was made on 15 June 2011.
The 18th amendment was made on 21 June 2013.
The 19th amendment was made on 19 June 2014.
The 20th amendment was made on 2 June 2015.
The 21st amendment was made on 24 June 2016.
The 22nd amendment was made on 26 June 2018.
The 23rd amendment was made on 21 June 2019.
The 24th amendment was made on 19 June 2020.
The 25th amendment was made on 17 June 2022.
The 26th amendment was made on 16 June 2023.
The 27th amendment was made on 20 June 2025.

Appendix 2

HTC Corporation
Procedures for the Acquisition or Disposal of Assets

Chapter 1: General Principles

Article 1: Objectives and basis

For purposes of enhancing the Company and its subsidiaries’ asset management process and public disclosure of information, these Procedures for the Acquisition or Disposal of Assets ("Procedures") are adopted in accordance with Article 36-1 of the Securities and Exchange Act and the Regulations Governing the Acquisition or Disposal of Assets by Public Companies issued by the Securities and Futures Bureau of the Financial Supervisory Commission.

Article 2: Scope of assets, definitions and the entities subject to the Procedures

The term "assets" in these Procedures shall apply to the following:

(1) Stocks, bonds, corporate bonds, financial bonds, securities representing funds, domestic beneficial interest certificates, overseas mutual funds, depositary receipts, call (put) warrants, beneficial interest securities, and asset-backed securities.

(2) Real property (including land, houses and buildings, investment property, and construction enterprise inventory) and equipment.

(3) Membership certificates.

(4) Intangible assets such as patents, copyrights, trademark rights, and franchise rights.

(5) Right-of-use assets.

(6) Claims of financial institutions (including receivables, bills purchased and discounted, loans, and overdue accounts receivable).

(7) Derivatives.

(8) Assets acquired or disposed of through lawful mergers, demergers, acquisitions, or share transfers.

(9) Other material assets.

The defined terms in these Procedures are as follows:

(1) Derivatives: Refers to forward contracts, options contracts, futures contracts, leverage contracts, and swap contracts, and compound contracts combining the above products, whose value is derived from a specified interest rate, financial instrument price, commodity price, foreign exchange rates, indexes of prices or rates, credit rating or credit index, or other variable; or hybrid contracts combining the above contracts; or hybrid contracts or structured products containing embedded derivatives.. The term "forward contracts" does not include insurance contracts, performance contracts, after-sales service contracts, long-term leasing contracts, or long-term purchase (or sales) contracts.

(2) Assets acquired or disposed of through lawful mergers, demergers, acquisitions, or share transfers: Refers to assets acquired or disposed through mergers, demergers, or acquisitions conducted under the Business Mergers and Acquisitions Act, Financial Holding Company Act, Financial Institution Merger Act and other laws, or to transfers of shares from another company for which new shares of its own are issued as consideration (below, "share transfer") under Article 156-3 of the Company Act.

(3) Related party or subsidiary: As defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

(4) Professional appraiser: Refers to a real property appraiser or other person duly

43 -

authorized by law to engage in the value appraisal of real property or equipment.

(5) Date of occurrence: Refers to the earliest of the following dates: the date of contract signing, date of payment, date of execution of an order, date of transfer, date of a board of directors resolution, or other date from which the counterparty and monetary amount of a transaction can be determined, provided that for investments requiring the approval of the Competent Authority, the earlier of either an abovementioned date or the date of receipt of approval by the Competent Authority shall apply.

(6) Mainland area investment: Refers to investments in China approved by the Ministry of Economic Affairs Investment Commission or conducted in accordance with the Regulations Governing Permission for Investment or Technical Cooperation in the Mainland Area.

(7) Investment professional: Refers to financial holding companies, banks, insurance companies, bill finance companies, trust enterprises, securities firms operating proprietary trading or underwriting business, futures commission merchants operating proprietary trading business, securities investment trust enterprises, securities investment consulting enterprises, and fund management companies, that are lawfully incorporated and are regulated by the competent financial authorities of the jurisdiction where they are located.

(8) Securities exchange: "Domestic securities exchange" means the Taiwan Stock Exchange Corporation; "foreign securities exchange" means any organized securities exchange market that is regulated by the competent securities authorities of the jurisdiction where it is located.

(9) Over-the-counter venue ("OTC venue", "OTC"): "Domestic OTC venue" means any venue for OTC trading provided by a securities firm in accordance with the Regulations Governing Securities Trading on the Taipei Exchange; "foreign OTC venue" means any venue at a financial institution that is regulated by the foreign competent authority and that is permitted to conduct securities business.

The entities subject to the Procedures: the Company and its subsidiaries.

Chapter 2: Acquisition or Disposal of Assets

Article 3: Appraisal procedures

The methods and reference criteria for determining the price at which the Company acquires or disposes of assets shall comply with the following:

Securities investments:

To acquire or dispose of securities, before the actual date of transaction, the Company shall first obtain, for reference in appraising the transaction price, a financial statement of the subject company for the most recent period that has been audited and certified or reviewed by a certified public accountant (CPA), or an investor memorandum, prospectus, or financial information regarding the subject securities, and shall determine the transaction price using the following methods:

(1) For acquisition or disposal of securities traded on the centralized securities exchange market or an OTC market, the price shall be determined according to the current trading price.

(2) For acquisition or disposal of securities not traded on the centralized securities exchange market or an OTC market, the price shall be determined through negotiation after consideration of net worth per share, profitability, and future development potential, taking current market prices as a reference, or by negotiation after reference to current market interest rates, bond coupon rates, and debtor creditworthiness.

In addition, when the amount of a transaction reaches 20 percent of paid-in capital or NT$300 million or more, before the actual date of transaction, the Company shall

44 -

obtain an opinion from a CPA on the reasonableness of the trading price. This requirement does not apply, however, to publicly quoted prices of securities that have an active market or that are subject to the Financial Supervisory Commission's Interpretation concerning the Article 10 proviso in the Regulations Governing the Acquisition or Disposal of Assets by Public Companies.

Real property, equipment, or right-of-use assets:

Prices for the acquisition or disposal of real property shall be determined through negotiation, with reference to the announced current value and assessed value of the property and the actual transaction prices of neighboring real properties; in acquisition or disposal of equipment, the Company shall first collect relevant price information and make a price determination through one of three methods, either price comparison, price negotiation, or call for tenders.

When the Company acquires or disposes of real property, equipment, or right-of-use assets, if the transaction amount reaches 20 percent of paid-in capital or NT$300 million or more, except in transactions with a domestic government entity, hiring others to build on its own land, hiring others to build on rented land, or acquiring or disposing of equipment or right-of-use assets thereof held for business use, before the actual date of transaction, it shall first obtain an appraisal report from a professional appraiser and shall further comply with the following provisions:

(1) Where due to special circumstances it is necessary to use a limited price, specified price, or special price as reference criteria for the transaction price, the transaction shall first be submitted for approval by the Audit Committee and the board of directors, and the same procedure shall be followed for any future changes to the terms and conditions of the transaction.

(2) Where the transaction amount reaches NT$1 billion or more, two or more professional appraisers shall be engaged to provide appraisals.

(3) Where any of the following circumstances applies with respect to the results of a professional appraisal, except that the appraisal price is higher than the acquisition price or is less than the disposal price, a CPA shall be engaged to perform the appraisal and to issue a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price:

The discrepancy between the appraisal result and the transaction amount is 20 percent or more of the transaction amount.
The discrepancy between the results of two or more professional appraisals is 10 percent or more of the transaction amount.

(4) No more than three months may pass between the date of the appraisal report and the contract execution date, provided that where the announced current value used in the appraisal is for the same period and not more than six months have elapsed, the original professional appraiser may issue an opinion.

Intangible assets or right-of-use assets thereof or memberships

When acquiring or disposing of membership certificates, the Company shall first collect relevant price information and use one of two methods, price comparison or price negotiation, to effect acquisition or disposal. When acquiring or disposing of intangible assets or right-of-use assets thereof or memberships, the Company shall also collect relevant price information, and shall make a careful assessment of the relevant laws and regulations and the content of the contract in order to decide the transaction price. When a transaction amount for acquisition or disposal of membership certificates or intangible assets reaches 20 percent of paid-in capital or NT$300 million or more, except in transactions with a domestic government entity, before the actual date of transaction, the Company shall seek an opinion from a CPA on the reasonableness of the transaction price.

Other material assets
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In acquiring claims of financial institutions, derivatives products, assets transferred by means of lawful mergers, demergers, acquisitions, or share transfers, or other material assets, the Company shall collect relevant price information, depending on the nature of the subject asset of the transaction, and make a careful assessment of the relevant laws and regulations and the content of the contract in order to decide the transaction price.

When the Company acquires or disposes of assets through court auction procedures, the evidentiary documentation issued by the court may be substituted for the appraisal report or CPA opinion.

Article 4: Operating procedures

1. Levels of authorization

(1) When the Company acquires or disposes of assets with non-related parties, the unit handling the transaction shall compile information on each asset to be transacted, including the reasons for the proposed acquisition or disposal, the target asset, the trading counterparty, the transfer price, the terms of payment, and the price reference criteria, and submit them to the unit with overall authority for a decision on the transaction.

Acquisitions or disposals of securities:

1.1 When an acquisition or disposal is for the purpose of business needs or strategic investments, the following provisions will apply:

1.1.1 Each individual transaction in an amount equal to or greater than NT$1.5 billion shall be reported to and approved by the board of directors prior to its execution.

1.1.2 Each individual transaction in an amount equal to or greater than NT$600 million but less than NT$1.5 billion shall be reported to the Chairman of the board for him/her to review and approve with other three directors, including at least one independent director, and shall be reported to the board of directors after its execution.

1.1.3 The board of directors authorizes the Chairman of the board to approve and execute each individual transaction in an amount less than NT$600 million, who shall then report the board of directors of the status of execution afterwards.

1.2 When the purpose of the acquisition or disposal is financial investment, then the transaction shall be executed, after determination of the amount and procedures for its approval in accordance with the "Financial Investment Approval Matrix" submitted by the financial unit and approved by the chairman, and after its further submission for approval by the responsible officers in order of increasing authority.

Acquisitions or disposals of real property or right-of-use assets thereof:

2.1 Acquisition or disposal of real property for use in business operations:

2.1.1 Each individual transaction in an amount equal to or greater than NT$1.5 billion shall be reported to and approved by the board of directors prior to its execution.

2.1.2 Each individual transaction in an amount equal to or greater than NT$600 million but less than NT$1.5 billion shall be reported to the Chairman of the board for him/her to review and approve with other three directors, including at least one independent director, and shall be reported to the board of directors after its execution.

2.1.3 The board of directors authorizes the Chairman of the board to approve and execute each individual transaction in an amount less than NT$600 million, who shall then report the board of directors of the status of execution afterwards.

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2.2 The acquisition or disposal of real property and right-of-use assets thereof not for use in business operations, within the limits for transaction amounts set out in paragraph 2 of this article, may be executed after submission to and approval by the board of directors.

Acquisition or disposal of equipment or right-of-use assets thereof:

3.1 Acquisition or disposal of assets or right-of-use assets thereof for use in business operations:

3.1.1 Each transaction in an amount equal to or greater than NT$1.5 billion shall be reported to and approved by the board of directors prior to its execution.

3.1.2 Each individual transaction in an amount equal to or greater than NT$600 million but less than NT$1.5 billion shall be reported to the Chairman of the board for him/her to review and approve with other three directors, including at least one independent director, and shall be reported to the board of directors after its execution.

3.1.3 Transactions in amounts less than NT$600 million shall be submitted to supervisors for approval in order of their increasing authority in accordance with the "internal decision authorization limits."

3.2 Acquisitions or disposals of assets or right-of-use assets thereof that are not intended for use in business operations shall be submitted to and approved by the board of directors prior to their execution.

The board of directors authorizes the Chairman of the board to approve and execute each individual transaction for acquisition or disposal of membership certificates, who shall then report the board of directors of the status of execution afterwards.
Acquisition or disposal of intangible assets and other material assets:

5.1 Each individual transaction in an amount equal to or greater than NT$1.5 billion shall be reported to and approved by the board of directors prior to its execution.

5.2 For any individual transaction amount that is less than NT$1.5 billion, the board of directors authorizes the execution of the transaction subsequent to approval by the chairman, with a report on the status of the transaction to be submitted to the board of directors after its execution.

In acquisition or disposal of assets by means of lawful mergers, demergers, acquisitions, or share transfers, the unit executing the transaction shall first conduct an appraisal and thereafter carry out the transaction in accordance with relevant laws and regulations and Chapter 4 of these Procedures.

(2) When the Company acquires or disposes of assets with related parties, the unit handling the transaction shall compile information on each asset to be transacted, including the reasons for the proposed acquisition or disposal, the target asset, the trading counterparty, the transfer price, the terms of payment, and the price reference criteria, and submit them to the unit with overall authority for a decision on the transaction.

Chapter 3 of this Procedure shall apply to acquisition or disposal of real estate or right-of-use assets thereof from or to related parties. Relevant documents shall be submitted to the Audit Committee and submitted to the board of directors and shareholders meeting (if applicable) for approval before execution of agreements and make payments.
To acquire or dispose of assets or right-of-use assets thereof other than real estate from or to related parties:

2.1 The transaction including in trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or

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redemption of domestic money market funds issued by securities investment trust enterprise shall only be executed after it is submitted for approval by responsible officers as determined based on the amount and procedures for its approval prescribed by "Financial Investment Approval Matrix" submitted by the financial unit and approved by the chairman.

2.2 For the transactions between the Company and its subsidiaries for the equipment for the operation needs with the transaction price less than NT$600 million, the board of directors authorizes the Chairman of the board to approve and execute the transaction, who shall then report to the next meeting of the board of directors for ratification.

2.3 All transactions other than those described in sections 2.1 and 2.2 shall proceed in accordance with the followings:

2.3.1 To acquire or dispose of assets with the transaction price reaching 20% of the Company's paid-in capital, 10% of the Company's total assets or NT$300 million, relevant documents shall be submitted to the Audit Committee and then submitted to the board of directors and shareholders meeting (if applicable) for approval before execution of agreements and make payments.

2.3.2 To acquire or dispose of assets with the transaction price less than 20% of the Company's paid-in capital, 10% of the Company's total assets or NT$300 million, if transactions is between the Company and its subsidiaries, the board of directors authorizes the Chairman of the board to approve and execute such transaction and Chairman shall report to board of directors of the status of execution afterwards; if transactions is not between the Company and its subsidiaries, relevant document shall be submitted to two uninterested directors for approval before execution of agreements and make payments. The status of execution shall be reported to the board of directors afterwards.

(3) In any acquisition or disposal of assets by the Company that requires the approval of the board of directors pursuant to the articles of in Company or other provisions of law. If the transaction has not received approval from one-half of the total number of audit committee members, it may be carried out with the approval of two-thirds or more of the total number of directors, and the resolution of the audit committee shall be recorded in the minutes of the board of directors meeting. The "total number of audit committee members" and "total number of directors" shall be calculated only with respect to those actually currently serving in those positions.

Amount limits

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not exceed 50 percent of the Company's net worth and may not exceed the subsidiary's net worth.

(4) Securities acquired by the Company or a subsidiary for the purpose of short-term allocation of funds, or acquired through the conduct of M&A activities such as mergers, demergers, acquisitions, or share transfers carried out in accordance with relevant domestic or foreign laws, shall not be subject to the restrictions on amounts in (2) and (3) above.

Units executing transactions

(1) For acquisition or disposal of securities: the financial unit or related unit.
(2) For acquisition or disposal of real property, equipment, or right-of-use assets thereof: the corporate management office, financial unit, or other related unit.

Transaction procedures

Procedures and operations in relation to the acquisition or disposal of assets shall be carried out in accordance with relevant provisions of laws and regulations and the internal rules of the Company.

Article 4-1: The transaction price specified in the preceding article shall be calculated according to Paragraph 2, Article 17. The term "within one year" shall refer to one year prior to the actual date of transaction. The transactions that the Company has obtained the appraisal report or the CPA report according to this Procedure may be excluded.

Article 5: Other material assets

For any appraisal report or any written opinion from a CPA, attorney, or securities underwriter obtained by the Company, the professional appraiser and appraiser's officers, CPA, attorney, or securities underwriter shall meet the following requirements:

May not have previously received a final and unappeasable sentence to imprisonment for 1 year or longer for a violation of the Act, the Company Act, the Banking Act of The Republic of China, the Insurance Act, the Financial Holding Company Act, or the Business Entity Accounting Act, or for fraud, breach of trust, embezzlement, forgery of documents, or occupational crime. However, this provision does not apply if 3 years have already passed since completion of service of the sentence, since expiration of the period of a suspended sentence, or since a pardon was received.
May not be a related party or de facto related party of any party to the transaction.
If the company is required to obtain appraisal reports from two or more professional appraisers, the different professional appraisers or appraisal officers may not be related parties or de facto related parties of each other.

When issuing an appraisal report or opinion, the personnel referred to in the preceding paragraph shall comply with the self-regulation of each business association and following:

Prior to accepting a case, the appraiser shall prudently assess their own professional capabilities, practical experience, and independence.
When executing a case, the appraiser shall appropriately plan and execute adequate working procedures, in order to produce a conclusion and use the conclusion as the basis for issuing the report or opinion. The related working procedures, data collected, and conclusion shall be fully and accurately specified in the case working papers.
The appraiser shall undertake an item-by-item evaluation of the appropriateness and reasonableness of the sources of data used, the parameters, and the information, as the basis for issuance of the appraisal report or the opinion.
The appraiser shall issue a statement attesting to the professional competence and independence of the personnel who prepared the report or opinion, and the appraiser have evaluated and found that the information used is appropriate and reasonable, and that the appraiser have complied with applicable laws and regulations.
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Chapter 3: Transactions with Related Parties

Article 6: Scope of applicability

For acquisition or disposal of assets between the Company and the related parties, the Company shall carry out the relevant resolution procedures and appraisals of the reasonableness of the transaction terms in accordance with the provisions of this chapter and the preceding chapter. In addition, if the transaction price reaches 10% or more of the Company's total assets, the Company shall also obtain the appraisal report or the CPA report as specified in the preceding Charter.

The transaction price specified in the preceding paragraph shall be calculated in accordance with Article 4-1.

In judging whether a trading counterparty is a related party, consideration shall be given to the substantive nature of the relationship in addition to its legal form.

Article 7: Resolution procedures

When the Company acquires real property or right-of-use assets thereof from or disposes of real estate or right-of-use assets thereof to a related party, or acquires other assets from or dispose of other assets to a related party at the transaction price reaching 20% of the Company's paid-in capital, 10% of the Company's total assets or NT$300 million, except in trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of domestic money market funds issued by securities investment trust enterprise, it shall submit the following materials to the Audit Committee and the board of directors and shareholders meeting (if applicable) for approval before executing agreements or making payments:

The purpose, necessity, and anticipated benefit of the real property acquisition or disposal.
The reason for choosing the related party as a trading counterparty.
To acquire real estate from a related party or right-of-use assets thereof, information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance with the provisions of Articles 8 through 10.
The date and price at which the related party originally acquired the real property, the original trading counterparty, and that trading counterparty's relationship to the company and the related party.
Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract and an evaluation of the necessity of the transaction and the reasonableness of funds utilization.
The appraisal report issued by an appraiser according to the preceding article or CPA's opinion.
Any restrictive covenants or other material stipulations associated with the transaction.

The Company and its subsidiaries, or by its subsidiaries, or by its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital, the Chairman of board may approve and execute the transactions according to Article 4.1.2.2.2 and then report to the next meeting of the board of directors for ratification:

(1) Acquisition or disposal of equipment or right-of-use assets thereof held for business use.
(2) Acquisition or disposal of real property right-of-use assets held for business use.

If the transaction has not received approval from one-half of the total number of audit committee members, it may be carried out with the approval of two-thirds or more of the total number of directors, and the resolution of the audit committee shall be recorded in the minutes of the board of directors meeting. The "total number of audit committee

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members" and "total number of directors" shall be calculated only with respect to those actually currently serving in those positions.

Where the Company and any subsidiary that is not a Taiwan public company conducts the transactions set forth in Article 4.1.2, and the transaction price reaches 10% or more of the Company's total assets, relevant documents shall be submitted to the Company's shareholders meeting for approval before execution of agreements and make payments. However, this provision does not apply if the transaction is between the Company and its subsidiaries, or among its subsidiaries.

The transaction price specified in the preceding paragraph shall be calculated according to Paragraph 2, Article 17. The term "within one year" refers to one year prior to the actual date of transaction. The transactions that have been submitted to Audit Committee and approved by the shareholders meeting, board of directors according to this Procedure may be excluded.

Article 8: Appraisal procedures

When acquiring real property from a related party or right-of-use assets thereof, the Company shall assess the reasonableness of the transaction costs by the following methods:

Based upon the related party transaction price plus necessary interest on funding and the costs to be borne by the buyer in accordance with the law. "Necessary interest on funding" is the imputed weighted average interest rate on borrowing in the year the company purchases the property. That rate, however, may not be higher than the maximum lending rate for non-financial enterprises announced by the Ministry of Finance.
Where the related party has previously created a mortgage on the property as security for a loan, based on the total loan value appraisal from the financial institution. The actual cumulative value of the financial institution's loan shall have reached 70 percent of more of the appraised loan value of the property and the loan period shall have been one year or more, provided that this shall not apply when the financial institution and one of the trading counterparties are related parties.

When land and structures thereon are combined as a single property purchase or leased, separate appraisals of the transaction costs for the land and the structures may be carried in accordance with either of the means listed in the preceding paragraph.

When the Company acquires real property or right-of-use assets thereof from a related party and appraises the cost of the real property in accordance with the provisions of paragraph 1 and paragraph 2, it shall also engage a CPA to conduct a secondary review and render a specific opinion.

When the Company acquires real property or right-of-use assets thereof from a related party and one of the following circumstances exists, the acquisition shall be conducted in accordance with the provisions of Article 9 and the provisions of the preceding three paragraphs shall not apply:

The related party acquired the real property or right-of-use assets thereof through inheritance or as a gift.
More than five years will have elapsed from the time the related party signed the contract to obtain the real property or right-of-use assets thereof to the signing date for the current transaction.
The real property is acquired through signing of a joint development contract with the related party, or through engaging a related party to build real property, either on the company's own land or on rented land.
The real property right-of-use assets for business use are acquired by the Company with its parent or subsidiaries, or by its subsidiaries in which it directly or indirectly
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holds 100 percent of the issued shares or authorized capital.

Article 9: Procedures for handling appraised prices lower than the proposed transaction price (1)

When the results of the Company's appraisals under paragraph 1 and paragraph 2 of the preceding Article are all lower than the proposed transaction price, the matter shall be handled in accordance with Article 10. Where the following circumstances exist, however, and the Company puts forward objective evidence and obtains specific opinions on reasonableness from a professional real property appraiser and a CPA, the above condition shall not apply:

Where the related party has acquired undeveloped land or leased land for development, it may submit proof that the transaction complies with one of the following conditions:

(1) The undeveloped land has been appraised in accordance with the means in the preceding Article, but the structures have been valued based on the related party's construction costs plus reasonable profit from construction, and in combination with the land, are valued in excess of the actual transaction price. "Reasonable profit from construction" shall be the lower of the average gross operating profit margin of the related party's construction division over the most recent three years or the gross profit margin for the construction industry for the most recent period as announced by the Ministry of Finance.

(2) There are cases of completed transactions by unrelated parties within the preceding year involving other floors of the same property or property in an adjacent area in which the properties are similar in area and the terms of the transactions in those cases are found to be similar after assessment of reasonable discrepancies in the prices of different floors or districts in accordance with standard property market practices or leasing practices.

(3) There are cases of leasing transactions completed by unrelated parties for other floors of the same property within the preceding year in which the transaction terms are estimated to be similar based on reasonable price discrepancies among floors in accordance with standard property leasing market practices.

The Company provides evidence that, for the real property it purchases from a related party, the terms of the transaction are similar to cases of transactions completed in adjacent areas by unrelated parties within the preceding year and the property involved is also similar in area.

"Cases of transactions completed in adjacent areas" in the preceding paragraph in principle refers to property on the same or an adjacent block and within a distance of no more than 500 meters or property whose publicly announced current value is similar.

"Similar in area" in principle refers to transactions completed by unrelated parties for property with an area of no less than 50 percent of the property in the planned transaction.

"Within the preceding year" refers to a preceding period of one year calculated from the actual date of occurrence of the real property or right-of-use assets thereof acquisition.

Article 10: Procedures for handling appraised prices lower than the proposed transaction price (2)

When the Company acquires real property or right-of-use assets thereof from a related party and the results of the appraisals under Articles 8 and 9 are all lower than the proposed transaction price, the following steps shall be taken:

A special reserve shall be set aside in accordance with the provisions of Article 41, paragraph 1 of the Securities and Exchange Act against the difference between the real property or right-of-use assets thereof transaction price and the appraised cost, which may not be distributed or used for capital increase or issuance of bonus shares. Where the Company uses the equity method to account for its investment in another company, then the special reserve called for under Article 41, paragraph of the Securities and Exchange Act shall be set aside pro rata in a proportion consistent
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with the share of the Company's equity stake in the other company.

Audit Committee shall comply with the provisions of Article 218 of the Company Act.
Actions taken pursuant to subparagraphs 1 and 2 shall be reported to the shareholders meeting, and the details of the transaction shall be disclosed in the annual report and in prospectuses.

When the Company sets aside a special reserve under the preceding paragraph, it may not utilize the special reserve until it has recognized a loss on decline in market value of the assets it purchased or leased at a premium, or they have been disposed of, or adequate compensation has been made, or the status quo ante has been restored, or the status quo ante has been restored, or there is other evidence to confirm there was nothing unreasonable in the transaction, and the Financial Supervisory Commission of the Executive Yuan has given its consent.

When the Company acquires real property or right-of-use assets thereof from a related party and other evidence indicates that the acquisition was a non-arms length transaction, it shall also comply with the provisions of the preceding two paragraphs.

Chapter 4: Mergers, Demergers, Acquisitions, and Share Transfers

Article 11: Resolution procedures

When the Company conducts a merger, demerger, acquisition, or share transfer, prior to convening the board of directors to resolve on the matter, it shall engage a CPA, attorney, or securities underwriter to issue an opinion on the reasonableness of the share exchange ratio, acquisition price, or distribution of cash or other property to shareholders, and report the opinion to the board of directors for deliberation and passage. This requirement shall not apply, however, where the Company merges its subsidiary which the Company directly or indirectly owns 100 percent of the subsidiary's outstanding shares or paid in capital, or merger between the Company's subsidiaries that the Company directly or indirectly owns 100 percent of their outstanding shares or paid in capital.
When the Company participates in a merger, demerger, or acquisition, then prior to the shareholders meeting it shall prepare a public report to shareholders detailing material contractual content and matters relevant to the merger, demerger, or acquisition and include it, along with the expert opinion referred to in paragraph 1 of the preceding paragraph, in the notification of the shareholders meeting for reference by shareholders in deciding whether to approve the merger, demerger, or acquisition. This restriction shall not apply, however, where there are other provisions of law that exempt a company from convening a shareholders meeting to approve the merger, demerger, or acquisition.

Where the shareholders meeting of any one of the companies participating in a merger, demerger, or acquisition fails to convene or pass a resolution due to lack of a quorum, insufficient votes, or other legal restriction, or the proposal is rejected by the shareholders meeting, the companies participating in the merger, demerger or acquisition shall immediately publicly explain the reason, the follow-up measures, and the preliminary date of the next shareholders meeting.

When the companies participating in a merger, demerger, or acquisition convene board of directors meetings or shareholders meetings to resolve matters concerning the merger, demerger, or acquisition, they shall do so on the same day, unless another law provides otherwise or the Financial Supervisory Commission is notified in advance of extraordinary circumstances and grants consent.

The companies participating in a share transfer shall convene their board of directors meetings on the same day, unless another law provides otherwise or the Financial

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Supervisory Commission is notified in advance of extraordinary circumstances and grants consent.

An exchange-listed company or one whose shares are traded on an OTC market that participates in a merger, demerger, acquisition, or share transfer shall make a comprehensive written record of the following information, to be retained for five years for reference:

Basic personnel information: including the occupational titles, names, and national ID numbers (or passport numbers in the case of foreign nationals) of all persons involved in the planning or implementation of any merger, demerger, acquisition, or share transfer prior to public disclosure of the plan.
Dates of material events: including the signing of any letter of intent or memorandum of understanding, the hiring of a financial or legal advisor, the execution of a contract, and the convening of a board of directors meeting.
Important documents and minutes: Including merger, demerger, acquisition, or share transfer plans, any letter of intent or memorandum of understanding, material contracts, and minutes of board of directors meetings.

An exchange-listed company or one whose shares are traded on an OTC market that participates in a merger, demerger, acquisition, or share transfer shall, within two days from the date of passage of the board of directors resolution, report the information under subparagraphs 1 and 2 of the preceding paragraph for reference by the Financial Supervisory Commission, in the prescribed format, through its Internet information reporting system.

Where any of the companies participating in a merger, demerger, acquisition, or transfer of another company's shares is neither listed on an exchange nor has its shares traded on an OTC market, the company(ies) so listed or traded shall sign an agreement with such company, and the provisions of paragraphs 3 and 4 shall be complied with.

Article 12: Confidentiality commitments

Every person participating in or privy to the plan for merger, demerger, acquisition, or share transfer shall issue a written undertaking of confidentiality and may not disclose the content of the plan prior to public disclosure of the information, and may not trade, in their own name or under the name of another person, any stock or other equity security of any company related to the plan for merger, demerger, acquisition, or share transfer.

Article 13: Change of share exchange ratio or acquisition price

When the Company participates in a merger, demerger, acquisition, or share transfer, it may not arbitrarily alter the share exchange ratio or acquisition price except under the circumstances listed below, and it shall stipulate in the contract for the merger, demerger, acquisition, or share transfer the circumstances under which alteration is permitted:

A cash capital increase, an issuance of convertible corporate bonds or bonus shares, an issuance of corporate bonds with warrants, preferred shares with warrants, stock warrants, or other equity-based securities.
An action, such as a disposal of material assets, that affects the company's finances or business.
An event, such as a major disaster or major change in technology, that affects shareholder equity or share price.
An adjustment where any of the companies participating in the merger, demerger, acquisition, or transfer of shares from another company duly repurchases treasury stock.
An increase or decrease in the number of entities or companies participating in the merger, demerger, acquisition, or share transfer.
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Any other condition under which such alteration may take place that has been stipulated in the contract and has been publicly disclosed.

Article 14: Particulars to be set out in the contract

The contract for the Company's participation in a merger, demerger, acquisition, or share transfer shall set out the rights and obligations of the companies participating in the merger, demerger, acquisition, or share transfer, and shall also set out the following:

Handling of breach of contract.
The principles for handling of equity-type securities previously issued or treasury stock previously repurchased by any company that is extinguished in a merger or that is demerged.
The amount of treasury stock participating companies may duly repurchase after the record date of calculation of the share exchange ratio and the principles for handling of repurchases.
The method of handling changes in the number of participating entities or companies.
A preliminary progress schedule for execution of the plan and the anticipated completion date.
Handling procedures in relation to matters such as the scheduled date for convening the legally mandated shareholders meeting if the plan exceeds the deadline without completion.

Article 15: Changes in other participants

When any company participating in a merger, demerger, acquisition, or share transfer, after public disclosure of such information, subsequently forms an intention to undertake another merger, demerger, acquisition, or share transfer with another company, then except in a case where the number of participants is decreased and the shareholders meeting has already resolved and authorized a change in the relevant scope of powers of the board of directors, in which case the participant company may be exempt from the requirement to convene a shareholders meeting for a new resolution, any procedures or juristic acts already brought to completion in the original case of merger, demerger, acquisition, or share transfer shall be performed over again by all participating companies.

Article 16: Method of handling in respect of a participating company that is not a public company

When any company participating in a merger, demerger, acquisition, or share transfer is not a public company, the Company shall sign an agreement with that company and shall proceed in accordance with Article 11 paragraph 3, Article 12, and Article 15.

Chapter 5: Public Disclosure of Information

Article 17: Procedures for public announcement and reporting

When the Company acquires or disposes of assets under any of the following circumstances, it shall publicly announce and report the relevant information, in accordance with the type of disposal or acquisition, on the Financial Supervisory Commission's designated website in the appropriate format as prescribed by regulations within two days from the date of occurrence:

An acquisition of real property or right-of-use assets thereof from or a disposal of real estate or right-of-use assets thereof to a related party, a transaction with a related parties for the assets other than real estate with the transaction price reaching 20% of the Company's paid-in capital, 10% of the total assets, and NT$300 million, excluding the transactions of domestic treasury bonds or repurchase or reverse sell of bonds, or subscription or redemption of issued by securities investment trust
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enterprise, domestic money market funds.

A merger, demerger, acquisition, or share transfer.
Losses from derivatives trading reach the limits on aggregate losses or losses on individual contracts set out in the procedures adopted by the Company.
The type of asset acquired or disposed is equipment for use in business operations, the trading counterparty is not a related party, and the transaction amount is more than NT$500 million.
The Company operates construction business and acquires or disposes of real property for use in construction, where the trading counterparty is not a related party, and the transaction amount is more than NT$500 million.
Real property is acquired under an arrangement for commissioned construction on self-owned land or leased land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and the amount the Company expects to invest in the transaction is more than NT$500 million.
Where the amount of an asset transaction other than any of those referred to in the preceding six subparagraphs, a disposal of receivables by a financial institution, or investments in China reaches 20 percent or more of paid-in capital or NT$300 million. This restriction shall not apply, however, under the following circumstances:
(1) Trades in government bonds or foreign bonds with a credit rating of not lower than the sovereign rating of the R.O.C.
(2) Securities trading by investment professionals on foreign or domestic securities exchanges or domestic over-the-counter markets, or subscription of foreign bonds, ordinary corporate bonds and securities that do not involve shareholding rights in the primary market (excluding subordinated debt), or any subscription or redemption of securities investment trust fund, futures trust fund, or subscription or sale of exchange traded notes, or securities firms, for the purpose of underwriting services, becomes an advisory recommending securities firm and purchases securities according to the regulations of Taipei Exchange.
(3) Trades of bonds under repurchase/resale agreements, or subscription or redemption of domestic money market funds issued by securities investment trust enterprise.

The amounts of the transactions in the preceding paragraph shall be calculated as follows:

As the amount of any individual transaction.
As the cumulative transaction amount of acquisitions and disposals of the same type of asset with the same trading counterparty within one year.
As the cumulative transaction amount of real property or right-of-use assets thereof acquisitions and disposals (respective cumulative amounts for acquisitions and for disposals) in the same development project within one year.
As the cumulative transaction amount of acquisitions and disposals (respective cumulative amounts for acquisitions and for disposals) of the same security within one year.

"Within one year," as used in the preceding paragraph, refers to a preceding period of one-year calculated from the date of occurrence of the current transaction. Items duly announced in accordance with the Procedures need not be entered.

The Company shall compile monthly reports, covering the period up to the end of the preceding month, on the status of derivatives trades made by it or by any subsidiaries that are not public companies, and enter the information in the prescribed format into the information reporting website designated by the Financial Supervisory Commission by the tenth day of each month.

When an item that the Company is required by regulation to publicly announce is found

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at the time of announcement to contain an error or omission and correction is required, within two days after finding the error or omission, all announced items shall be again publicly announced and reported in their entirety.

When the Company acquires or disposes of assets, it shall keep all relevant contracts, meeting minutes, logbooks, appraisal reports, and opinions from CPAs, attorneys, and securities underwriters at the headquarters of the Company, where, unless otherwise provided in another law, they shall be retained for at least five years.

Article 18: Other matters of material significance

Under any of the following circumstances, after the Company has publicly announced and reported a transaction in accordance with the preceding article, it shall publicly announce and report related information through the information reporting website designated by the Financial Supervisory Commission within two days from the date of occurrence:

There is a change in or termination or rescission of a contract signed in connection with the original transaction.
The merger, demerger, acquisition, or share transfer is not completed by the scheduled date set forth in the contract.
Any changes to the original announcement.

Chapter 6: Supplementary Provisions

Article 19: Penalties

Any relevant person who violates these Procedures or any provision herein shall be subject to penalization in accordance with the relevant provisions of the Company.

Article 20: The Company’s procedures for controlling the acquisition or disposal of assets by subsidiaries

The Company shall oversee its subsidiaries to ensure their adoption and execution of procedures for the acquisition or disposal of assets in accordance with the related Regulations Governing Public Companies adopted by the competent authority.
Any acquisition or disposal of assets by any of the Company’s subsidiaries shall be conducted in accordance with the Procedures.
The Company's internal auditing personnel shall notify the Company in writing upon the discovery of any material violation.
When a subsidiary of the Company is not a domestic public company, any announcement and reporting of information in connection with its acquisition or disposal of assets that is required pursuant to Chapter 5 herein shall be performed by the Company.

A subsidiary referred to in the preceding paragraph is subject to the public announcement and reporting standards of Article 17, paragraph 1 concerning reaching 20 percent of paid-in capital or 10% of the total assets. The standard shall be based on the paid-in capital amount or the total assets of the Company.

Article 21: Derivatives product transactions

The Company shall comply with its Procedures for the Handling of Derivatives Trading when engaging in derivatives transactions, and shall be duly diligent to risk management and auditing matters, to fully implement its internal control system.

Article 22: Other matters of material significance

Any matter on which these Procedures are silent, or in which any doubt arises regarding the application thereof, shall be handled in accordance with relevant laws and regulations. Where laws and regulations contain no applicable provisions, the matter shall be

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handled in accordance with the relevant rules of the Company or through discussion and resolution by the board of directors.

For the calculation of 10 percent of total assets under these Procedures, the total assets stated in the most recent parent company only financial report or individual financial report prepared under the Regulations Governing the Preparation of Financial Reports by Securities Issuers shall be used.

In the case of a company whose shares have no par value or a par value other than NT$10, for the calculation of transaction amounts of 20 percent of paid-in capital under these Procedures, 10 percent of equity attributable to owners of the parent shall be substituted.

Article 23: Procedures for amendment

These Procedures are adopted in accordance with the laws and regulations, and have been adopted with the approval of one half or more of the entire membership of the Audit Committee, and submitted it to board of directors, and submitted to a shareholders meeting for approval; the same shall apply to any amendment hereto.

These Rules are reported for deliberation by the board of directors, the opinions of the Audit Committee shall be given adequate consideration, and their consenting or dissenting opinions and the reasons for them shall be entered into the minutes of the board of directors meeting.

If the action of the preceding paragraph has not received approval from one-half of the total number of audit committee members, it may be carried out with the approval of two-thirds of the total number of directors, and the resolution of the audit committee shall be recorded in the minutes of the board of directors meeting.

The "total number of audit committee members" under paragraph 3 and the "total number of directors" under the preceding paragraph shall be calculated only with respect to those actually currently serving in those positions.

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Appendix 3

HTC Corporation
Rules of Procedure for Shareholders Meetings

Article 1

The proceedings of shareholders meetings of the Corporation shall be conducted in accordance with these Rules of Procedure. Matters on which these Rules of Procedure are silent shall be handled in accordance with applicable laws and regulations and the Corporation’s Articles of Incorporation.

Article 1-1

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

Changes in the method of convening the Corporation’s shareholders meeting shall be resolved by a meeting of the Board of Directors, and shall be made before the shareholders meeting notice is dispatched at the latest.

Election or dismissal of directors, amendments to the Articles of Incorporation, capital reduction, application of ceasing public company status, wavier of director’s non-compete obligation, recapitalization of earnings and capital surplus, dissolution, merger, or spin-off of the Corporation, or any matter under Article 185 Paragraph 1 of the Company Act, and the matters not allowed to be raised by an extraordinary motion under the Securities and Exchange Act and other securities laws or regulations, shall be set out in the notice of the reasons for convening the shareholders meeting with their major contents explained. None of the above matters may be raised by an extraordinary motion.

Where the notice of the reasons for convening the shareholders meeting already states the re-election of all directors and the date on which their term shall start, after the re-election is completed, the starting date of the newly elected directors’ term shall not be changed by extraordinary motion or other means at the same meeting.

A shareholder holding one percent or more of the total number of issued shares may submit to this Corporation a written proposal for discussion at a regular shareholders meeting. Such proposals, however, are limited to one item only, and no proposal containing more than one item will be included in the meeting agenda. If the proposal is to urge the Corporation to promote public interests or fulfill its social responsibility, the Board of Directors may still include such proposal into the meeting agenda. However, when the circumstances of any subparagraph of Article 172-1 Paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the Board of Directors may exclude it from the agenda.

Prior to the book closure date before a regular shareholders meeting is held, this Corporation shall publicly announce that it will receive shareholder proposals, the means of receiving in writing or electronically, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.

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

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

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Article 2

The shareholders’ attendance at the shareholder meetings shall be calculated based on the number of shares. The number of shares representing shareholders present at the meeting shall be calculated in accordance with those indicated on the attendance book or the attendance cards and the number of shares registered on the video conference platform, plus the number of shares whose voting rights are exercised by correspondence or electronically.

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

When the shareholders meeting is convened by video conferencing, shareholders who intend to attend the meeting by video conferencing should register with the Corporation two days before the shareholders meeting.

The video conference platform shall be open for registration of the attendance 30 minutes before the start of the meeting. Shareholders who have completed the registration shall be deemed to have attended the shareholders meeting in person.

When the shareholders meeting is convened by video conferencing, the Corporation shall upload the agenda handbook, annual report and other relevant information to the video conference platform of the shareholders meeting no later than 30 minutes before the start of the meeting, and shall continue to disclose such information until the end of the meeting.

Article 3

The venue for the shareholders meeting shall be the location of the Corporation, or a place convenient for shareholders to attend and suited to convening a shareholders meeting. The time at which the meeting begins may not be earlier than 9 a.m. or later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.

When the shareholders meeting is convened by video conferencing, it’s not limited by the venue set forth in the preceding paragraph.

Article 4

The chair shall call the meeting to order at the appointed meeting start time. However, when the shareholders in attendance do not represent a majority of the total number of issued shares, the chair may announce the postponement of the meeting time; no more than two such postponements, for a combined total of not 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. When the shareholders meeting is convened by video conferencing, the Corporation shall declare the meeting adjourned on the video conference platform. If the quorum is not met after two postponements but the shareholders in attendance represent one third or more of the total number of issued shares, a tentative resolution may be approved pursuant to Article 175 Paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within 1 month. When the shareholders meeting is convened by video conferencing, shareholders who intend to attend the meeting by video conferencing shall re-register with the Corporation according to Article 2. The execution of a tentative resolution referred to in this paragraph shall be handled in accordance with the applicable provisions of the Company Act.

When the number of shares represented by the shareholders in attendance reaches the half of the total number of issued shares before the end of the shareholders meeting, the chair may resubmit the tentative resolution for a vote by the meeting in accordance with Article 174 of the Company Act.

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Article 5

If a shareholders meeting is convened by the board of directors, the chairman of the board shall chair the meeting. If the chairman of the board is unable to exercise powers for some reason, the chairman may designate one director to do so on the chairman's behalf. If the chairman does not designate a representative, the directors shall mutually select a chair from among themselves. If a shareholders meeting is convened by a party with convening power other than the board of directors, the convening party shall chair that meeting. When two or more parties meet this description, they shall mutually select a chair from among themselves.

Article 6

The Corporation may appoint retained attorneys or certified public accountants, or relevant personnel, to attend a shareholders meeting in a non-voting capacity. Staff handling administrative affairs of a shareholders meeting shall wear identification cards or arm bands.

Article 7

If a shareholders meeting is convened by the board of directors, the board of directors shall adopt the shareholders meeting agenda, compile and print a meeting agenda book, and distribute it to the attending shareholders or proxies. The meeting proceedings shall follow the order set in the agenda, which may not be changed without a shareholders meeting resolution.

If a shareholders meeting is convened by a party with convening power other than the board of directors, the provisions of the preceding paragraph shall apply mutatis mutandis.

Unless by resolution of the meeting, the chair may not declare the meeting closed before all of the items (including extraordinary motions) on the meeting agenda have been concluded. After the meeting is closed, shareholders may not separately elect a chair and resume the meeting at the original or another venue.

Article 8

Shareholders in attendance have the duty to comply with the meeting rules of procedure, abide by resolutions, and maintain order in the meeting place.

Article 9

Before speaking, shareholders in attendance must record the main points of their speech, their attendance number (or shareholder account number) and account name on a speaker's slip. The order in which they speak will be set by the chair. A shareholder in attendance who submits a speaker's slip but does not speak shall be deemed to have not spoken. Where the content of the speech and that recorded on the speaker's slip do not correspond, the spoken content shall prevail. When a shareholder in attendance is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the permission of the chair and the shareholder that has the floor; the chair shall stop any violation. A shareholder may not speak more than twice on the same proposal, and a single speech may not exceed five minutes, provided that with the chair's permission, these restrictions shall not apply. If a shareholder's speech violates the provisions of the preceding paragraph or exceeds the scope of the agenda item, the chair may terminate the speech. When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak on the same proposal. After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.

When the shareholders meeting is convened by video conferencing, shareholders who attend the meeting by video conferencing may raise queries by text on the video conference platform after the

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chairman calls the meeting to order and before the meeting is closed. A shareholder may not raise queries more than twice on the same proposal, each query shall be limited to 200 words, and the preceding paragraph is not applicable.

Article 10

When a proposal is under discussion, the chair may at an appropriate time declare the discussion closed, and when necessary, may also suspend discussion and speeches. When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.

Article 11

The chair shall appoint scrutineers and ballot counters for votes on proposals; however, the scrutineers shall be shareholders. The results of the vote shall be made known immediately and recorded in writing. The records shall be retained for the duration of the existence of this Corporation.

Article 12

During a shareholders meeting, if the chair declares the meeting closed in violation of the meeting rules of procedure, one person may be elected as chair with the agreement of a majority of the shareholder voting rights in attendance, and the meeting may continue.

Article 13

The Corporation shall document the proceedings of a shareholders meeting in their entirety via audio or video, and preserve such documentation for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.

Article 14

Except for special resolutions as specified by laws, regulations or the Articles of Incorporation of the Corporation that shall comply with the provisions therein, passage of a vote on a proposal shall require the consent of a majority of the voting rights of shareholders in attendance.

Article 15

While a meeting is in progress, the chair may consider the time schedule and announce a break. If a force majeure event occurs, the chair may rule for a temporary suspension of the meeting, and announce the time when the meeting will be reconvened depending on the circumstances, or the shareholders meeting may make a resolution to defer or resume the meeting within five days.

Article 16

The chair may direct the sergeant-at-arms (or security personnel) to help maintain order at the meeting place. When the sergeant-at-arms (or security personnel) help maintain order at the meeting place, they shall wear an arm band bearing the words "sergeant-at-arms". 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 sergeant-at-arms (or security personnel) to escort the shareholder from the meeting.

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Article 17

(Deleted)

Article 18

When the shareholders meeting is convened by video conferencing and after the voting period ends, the Corporation shall timely disclose the voting results and election results on the video conference platform. And it should continue such disclosure for at least fifteen minutes after the chairman announces the dismissal of the meeting.

Article 19

When the shareholders meeting is convened by video conferencing and before the chairman announces the dismissal of the meeting, if there are any natural disasters, incidents or other force majeure events leading to video conferencing problems of the video conference platform or the video conference participation for more than 30 minutes, the meeting shall be postponed or shall resume within five days. The Article 182 of the Company Act is not applicable here. When the shareholders meeting is postponed or resumes under the circumstances set forth in the preceding paragraph, shareholders who have not registered to participate in the previous shareholders meeting by video conferencing shall not participate in the postponed or resumed meeting.

When the shareholders meeting is postponed or resumes under the circumstances set forth in the preceding paragraph, the number of shares for attendance of and the voting power held by the attending shareholders who have registered to participate in the previous shareholders meeting by video conferencing and completed the registration but do not participate in the postponed or resumed meeting, shall be included in the number of shares and the voting power held by the attending shareholders in the postponed or resumed meeting.

When the shareholders meeting is postponed or resumes under the circumstances set forth in the first paragraph, for resolutions that have completed voting and vote counting, and the voting results or the list of elected Directors have been announced, re-discussion and resolution are not required.

In the case where the shareholders meeting is convened for both in-person and video conferencing participation and the video conferencing is not able to continue under the circumstances set forth in the first paragraph, if the quorum is present after deducting the number of shares attending the shareholders meeting by video conferencing, the shareholders meeting shall continue and the requirement for postponing or resuming the meeting set forth in the first paragraph is not applicable.

When the shareholders meeting shall be continued under the circumstances set forth in the preceding paragraph, shareholders who participate in the shareholders meeting by video conferencing, the number of shares for their attendance shall be included in the total number of shares represented by the shareholders present at the meeting, but they shall be deemed abstained on all of the resolutions.

Article 20

These Rules of Procedure, and any amendments hereto, shall be implemented after being adopted as a resolution by the board of directors and passed by a shareholders meeting.

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Appendix 4

HTC Corporation

Shareholding of all Directors and Minimum Required Shareholding

Company’s current Directors’ shareholding are as follows:
Total common shares outstanding
836,065,086 shares
Minimum Required Shareholding by all Directors
26,754,082 shares

2.
Record Date: April 20, 2026

Title	Name	Current Shareholding	Percentage
Chairwoman	Cher Wang	32,272,427	3.86%
Director	Wen-Chi Chen	22,391,389	2.68%
Director	HT Cho	96,530	0.01%
Director	David Bruce Yoffie	0	0.00%
Independent Director	Chen-Kuo Lin	0	0.00%
Independent Director	Michael Chunchi Lu	0	0.00%
Independent Director	Vincent Thuan Thanh Thai	0	0.00%
Independent Director	Hong-Chung Hsieh	0	0.00%
Total Directors (excluding Independent Directors)		54,760,346	6.55%

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VIVE

HTC

AI assistant

HTC — AGM Information 2026

52128_rns_2026-05-18_575b7c85-0cbb-4b12-9277-2d962a43bd54.pdf

HTC Corporation 2026 AGM AGENDA BOOK

HTC Corporation

2026 Annual General Shareholders’ Meeting Agenda Book Table of Contents

Index

Supplements

Appendixes

Translation

HTC Corporation

Procedure for 2026 Annual General Shareholders’ Meeting

Report Items

Item 1

Item 2

Item 3

Matters for Ratification

Item 1

Item 2

Matters for Discussion

Item 1

Extraordinary Motions

Closure of the Meeting

Business Operations

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G REIGNS

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VIVE ORIGINALS

HTC DeepQ

Financial Performance

Environmental, Social and Governance (ESG)

Revenue Recognition

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

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

Notice to Readers

HTC CORPORATION

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

HTC CORPORATION

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

Revenue Recognition

Other Matters

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

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

Notice to Readers

HTC CORPORATION AND SUBSIDIARIES

HTC CORPORATION AND SUBSIDIARIES

HTC Corporation

HTC Corporation

Procedures for the Acquisition or Disposal of Assets Before and After Revision

Article 2~1

Article 3

Article 4

Chapter II Shares

Article 5

Article 5~1

Article 6

Article 7

Article 8

Chapter III Shareholders Meeting

Article 9

Article 10

Article 11

Article 4: Operating procedures

1. Levels of authorization

Article 8: Appraisal procedures

Article 11: Resolution procedures

Article 18: Other matters of material significance

Chapter 6: Supplementary Provisions

Article 19: Penalties

Article 20: The Company’s procedures for controlling the acquisition or disposal of assets by subsidiaries

Article 21: Derivatives product transactions

Article 22: Other matters of material significance

Article 23: Procedures for amendment

Article 10

Article 11

Article 12

Article 13

HTC AGM Information 2026