TWSE stock code: 1538

Jenn Feng Industrial Tools Co., Ltd.

2026 Annual Shareholders' Meeting

Conference Handbook

Date of Meeting: June 29, 2026

Meeting address: No. 28, Aly. 39, Ln. 576, Sec. 6, Minzu Rd., Zhongli District, Taoyuan City

Content

One. Meeting Procedure ... 1
Two. Meeting Agenda ... 2
I. Reports ... 3
II. Acknowledgments ... 5
III. Discussions ... 6
IV. Questions and Motions ... 11
V. Adjournment ... 11

Three. Attachments

I. 2025 Business Report ... 12
II. Audit Committee’s Review Report ... 16
III. Execution of Capital Reduction and Sound Business Plan ... 17
IV. 2025 CPA Audit Report and Financial Statements ... 19
V. 2025 Statement of Loss Appropriation ... 36
VI. Primary Terms and Conditions for the Issuance of Preferred Shares through a Private Placement (tentative) and Terms and Conditions for the Issuance of Secured Convertible Bonds through a Private Placement and the Conversion thereof (tentative) ... 37
VII. Opinion from Securities Underwriter on the Necessity and Reasonableness of the Private Placement of Preferred Shares or Domestic Convertible Bonds ... 43

Four. Appendix

I. Articles of Incorporation ... 56
II. Shareholders’ Meeting Rules ... 64
III. Shareholding of all Directors ... 67

One. Meeting Procedure

Jenn Feng Industrial Tools Co., Ltd.
2026 Annual Shareholders' Meeting Procedure

I. Commencement of meeting
II. Chairman's opening remarks
III. Reports
IV. Acknowledgments
V. Discussions
VI. Questions and Motions
VII. Adjournment

Two. Meeting Agenda

Jenn Feng Industrial Tools Co., Ltd.
2026 Annual Shareholders' Meeting Agenda

Time: 9:00 a.m., June 29 (Mon.), 2026

Address: No. 28, Aly. 39, Ln. 576, Sec. 6, Minzu Rd., Zhongli District, Taoyuan City
Form of meeting: Physical shareholders' meeting

I. Commencement of meeting

II. Chairman's opening remarks

III. Reports
1. 2025 Business Report.
2. 2025 Audit Committee’s Review Report.
3. Report on the implementation of the capital reduction and sound business plan.
4. Report on the Status of Unexecuted Private Placement of Preferred Shares or Private Placement of Domestic Convertible Bonds in Fiscal Year 2025.
5. Report on the Q1 2026 accumulated losses reaching one-half of paid-in capital.

IV. Acknowledgments
1. 2025 Business Report and Financial Statements Proposal.
2. Proposal for the 2025 Loss Appropriation.

V. Discussions
1. Motion for the Company's private placement of preferred shares or private placement of domestic convertible corporate bonds.

VI. Questions and Motions

VII. Adjournment

Management Presentation (Company Reports)

First Proposal

Subject: 2025 Business Report, submitted for review.

Description: Please refer to pages 12 to 15 of this handbook for the 2025 Business Report.

Second Proposal

Subject: 2025 Audit Committee’s Review Report, submitted for review.

Description: Please refer to page 16 of this handbook for the Fiscal Year 2025 Audit Committee’s Review Report.

Third Proposal

Subject: Report on the Implementation of the Capital Reduction and Sound Business Plan, submitted for review.

Description: Please refer to pages 17 to 18 of this handbook for the implementation status of the capital reduction and sound business plan.

Fourth Proposal

Subject: Report on the Status of Unexecuted Private Placement of Preferred Shares or Private Placement of Domestic Convertible Bonds in Fiscal Year 2025, submitted for review.

Description:

I. On June 25, 2025, the shareholders’ meeting resolved to authorize the Board of Directors to, within a limit of 30,000,000 shares, conduct a private placement of preferred shares or domestic convertible corporate bonds, either separately or concurrently, in two offerings within one year of the resolution date.

II. In accordance with Article 43-6 of the Securities and Exchange Act, privately placed securities should be completed before the expiration of one year from the date of the shareholders’ meeting resolution. The Company, considering that the period for execution is nearing its end and the process cannot be completed before the deadline, intends to

propose to the shareholders' meeting not to continue with the case within the remaining period.

III. This proposal has been approved by the 15th meeting of the 3rd Audit Committee of The Company.

IV. This proposal has been approved by the 18th meeting of the 11th Board of Directors.

Fifth Proposal

Subject: Report on the Q1 2026 accumulated losses reaching one-half of paid-in capital, submitted for review.

Description:

I. As of March 31, 2026, the Company's accumulated losses amounted to NT$ 174,495,082, reaching one-half of the Company's paid-in capital of NT$ 323,000,000.

II. In accordance with Article 211 of the Company Act, a report is submitted to the annual shareholders' meeting.

Acknowledgments

First Proposal
(Proposed by the Board of Directors)

Subject: Proposal to Approve the Fiscal Year 2025 Business Report and Financial Statements, submitted for acknowledgment.

Description:

I. The Company's 2025 Business Report, parent company only and consolidated financial statements, have been completed. The financial report mentioned above was audited by CPA Shu-Ling Lien and CPA Ying-Ru Chen of KPMG Taiwan, who issued an unqualified audit opinion with an emphasis of matter on going concern uncertainty. The report was submitted to and approved by the Audit Committee and, together with the Business Report, was resolved by the Company's Board of Directors. The proposal is hereby submitted for acknowledgment. Any unissued shares or corporate bonds from the current offering may be combined with the next offering for issuance.

II. Please refer to pages 19 to 35 of this handbook for the Business Report and the financial statements (consolidated and individual).

Resolution:

Second Proposal
(Proposed by the Board of Directors)

Subject: Proposal for the 2025 Loss Appropriation, submitted for acknowledgment.

Details: Please refer to page 36 of this handbook for the Fiscal Year 2025 Statement of Loss Appropriation.

Resolution:

Discussions

First Proposal
(Proposed by the Board of Directors)

Subject: Motion for the Company’s Private Placement of Preferred Shares or Private Placement of Domestic Convertible Corporate Bonds, submitted for discussion.

Description:

I. To replenish working capital, improve financial structure, or address other capital needs for the company’s future development, it is planned to raise funds through a private placement, either by issuing preferred shares, secured convertible corporate bonds, or a combination of both, within a limit of 30,000,000 shares. This proposal seeks authorization from the shareholders’ meeting for the Board of Directors to, in accordance with market conditions and the Company’s operational needs, either separately or concurrently, in two offerings within one year of the resolution date. Any unissued shares or corporate bonds from the current offering may be combined with the next offering for issuance.

II. The following is an explanation of the private placement matters for this transaction in accordance with Article 43-6 of the Securities and Exchange Act and the regulations on the "Directions for Public Companies Conducting Private Placements of Securities":

(1) The basis and reasonableness of the private placement pricing:

(A) The issue price of the Company's private placement of preferred shares is set at no less than 80% of the theoretical price. The theoretical price is the price of the securities calculated with an appropriate pricing model that takes into account the rights under the issuance conditions. The model shall cover the entirety of the rights included in the issuance conditions. If there are any rights that cannot be included in the model considered, the right not considered should be excluded from the conditions of issuance.

(B) The issue price of the Company's private placement of domestic secured convertible corporate bonds is set at no

less than 80% of the theoretical price. The reference price shall be determined based on the higher of the following two calculation prices and shall not be lower than 80% of the conversion price:

i. The simple arithmetic average of the closing price of the common shares for either 1, 3, or 5 business days prior to the pricing date, minus the ex-rights and ex-dividends for the free allotment, and with the stock price after capital reduction and anti-ex-rights added back.

ii. The closing price of the common shares is calculated on the basis of the simple arithmetic average of the closing price of the common shares 30 days prior to the pricing date, minus the ex-rights and dividends of the free allotment, and the stock price after capital reduction and anti-ex-rights are added back.

(C) The issued price of the Company's private placement of preferred shares and the private placement of domestic secured convertible corporate bonds are in line with the regulations of the Directions for Public Companies Conducting Private Placements of Securities. With reference to the above-mentioned price or theoretical price, and the three-year transfer restriction on private placement of marketable securities under the Securities and Exchange Act, the price and private placement conditions were determined to be reasonable.

(D) The actual pricing date and private placement price for the Company's privately placed securities are proposed to be authorized by the 2026 Annual Shareholders' Meeting, empowering the Board of Directors to determine such matters in accordance with applicable laws and regulations, and within the pricing basis and percentage range resolved by the shareholders, taking into account future negotiations with specific persons and prevailing market conditions.

(E) If the net value per share of the Company is lower than the par value of the shares, and if the issue price or conversion price per share is lower than the par value of the shares due

to changes in the securities market in the future, the price should be set in accordance with the pricing basis stipulated by law and reflecting the market price conditions. The price of the funds raised shall be necessary and reasonable to facilitate the long-term stable development of the Company. If the issue price or conversion price is lower than the face value, resulting in an increase in accumulated losses and an impact on shareholders' equity, it will be treated as earnings, capital reserve, or capital reduction depending on the future operation of the Company and the market conditions.

(2) Selection of specific persons:

(A) Specific persons shall be limited to those who meet the requirements of Article 43-6 of the Securities and Exchange Act and the FSC's Letter Jin-Guan-Zheng-Fa-Zi No. 1120383220 dated September 12, 2023, tentatively focusing on insiders, related parties, and potential strategic investors. It is planned to request the shareholders' meeting to authorize the Board of Directors to handle this at its sole discretion. The total number of subscribers in the private placement shall not exceed 35, except for the banking, bill finance, trust, insurance, securities, or other legal entities or institutions approved by the competent authorities.

(B) If the subscriber is an insider or related party:

i. Method of selection and purpose: Individuals with substantial understanding of the Company's operations or industry development, and who can provide direct or indirect benefits to the Company's future operations.

ii. If the subscriber is an insider, the possible list is as follows:

Relationship between insiders or related parties, and the subscriber and the Company
Subscriber	Method of selection and purpose	Relationship with the Company
Enriched Partner Co., Ltd.	Selected in accordance with Article 43-6 of the Securities and Exchange Act and expected to provide direct or indirect benefits to the Company’s future operations.	Major shareholder of the Company
Relationship between the top 10 shareholders of Enriched Partner Co., Ltd. and the Company
---	---	---
Names of top 10 shareholders	Shareholding percentage	Relationship with the Company
An Cheng International Investment Co., Ltd.	100%	Major shareholder of the Company

i. Method of selection and purpose: Subscriber selection is limited to strategic investors who can assist the Company in market development, expansion of operational scale, and provide direct or indirect benefits to the Company's future operations.

ii. Necessity: In order to replenish working capital and strengthen the Company's competitive advantage, it is necessary to introduce strategic investors who can expand future product sales or collaborate on product research and development.

iii. Expected benefits: With the involvement of strategic investors, the Company can expand its operational scale, develop new markets, and support its long-term growth.

(D) So far, no subscribers have been engaged.

(3) Reasons for private placement

(A) Reasons for not adopting public offering:
After evaluating the feasibility of a public offering, the timeliness of fund-raising, and the cost of issuance, among other factors, it is proposed to issue securities through private placement instead of a public offering.

(B) Private placement quota:
The private placement is submitted to the shareholders' meeting to authorize the Board of Directors to proceed with the motion to issue shares through private placement within the limit of 30,000,000 shares in two offerings.

(C) Uses of capital and expected benefits for each private placement:
i. Use of funds: To enrich the working capital and improve the financial structure; or to meet the capital needs of the Company's future development.
ii. Expected benefits: Enhancement of the Company's market competitiveness, operational efficiency, and financial structure.

III. The common shares converted from the private placement of preferred shares or domestic secured convertible corporate bond shall have the same rights and obligations as the common shares issued by the Company. The private placement of domestic convertible bonds is restricted from being transferred within three years from the date of delivery, except as set forth in Article 43-8 of the Securities and Exchange Act. After five years from the date of delivery of the private placement of preferred shares or private placement of domestic convertible bonds and their conversion into common shares, a supplementary public placement and an application for listing and trading shall be reported according to the prevailing conditions and relevant regulations.

IV. For details of the Primary terms and conditions for the issuance of preferred shares through a private placement (tentative) and terms and conditions for the issuance of secured convertible bonds through a private placement and the conversion thereof (tentative), please refer to page 37 to 42 of this handbook.

V. If matters other than the pricing of the private placement of preferred shares or private placement of domestic secured convertible corporate bonds are subject to change or revisions due to amendments to laws and regulations, regulations of the competent authority, operational evaluations or objective circumstances, it is proposed that the shareholders' meeting authorize the Board of Directors to exercise its full authority to handle the matter in accordance with the regulations and prevailing market conditions.

VI. It is proposed to request the shareholders' meeting to authorize the chairman to sign the contract or documents related to the private placement of preferred shares or private placement of domestic secured convertible corporate bonds and to handle related matters on behalf of the Company. For matters not covered above, the chairman is authorized to handle such matters at his sole discretion.

VII. This motion has been submitted to the Audit Committee for review.

Resolution:

Questions and Motions

Adjournment

Three. Attachment

【Attachment 1】

Jenn Feng Industrial Tools Co., Ltd. Business Report

I. 2025 Business Results

(I) Outcome of business plan:

The Company's consolidated net operating revenue for Fiscal Year 2025 was NT$114,826 thousand, an increase of NT$ 2,142 thousand from the consolidated net operating revenue of NT$112,684 thousand in 2024, representing an increase of 1.90%. In terms of profitability, the Fiscal Year 2025 consolidated net loss after tax was NT$51,394 thousand, a decrease of NT$3,474 thousand compared to the loss of NT$54,868 thousand in 2024. The loss per share was NT$1.59.

(II) Attainment of budgeted targets: Not applicable (the Company did not make any financial forecast for Fiscal Year 2025).

(III) Financial revenues and expenses:

As at December 31, 2025, the Company reported consolidated total assets of NT$256,683 thousand, consolidated total liabilities of NT$117,749 thousand, a debt-to-asset ratio of 45.87%, and a current ratio of 123.92%.

(IV) Profitability analysis:

Item	2025	2024
Return on assets (%)	(19.45)	(18.22)
Return on equity (%)	(31.47)	(27.03)
Net profit margin (%)	(44.76)	(48.69)
Earnings per share (NT$)	(1.59)	(1.70)

(V) Research and development:

Integrate brushless motor, controller, and firmware/hardware design to establish mechatronic core technology, enhancing product reliability and lifespan.
Continue to optimize the modular design of power tools and power equipment to enhance interchangeability and shorten product development and mass production timelines.
Explore applications of brushless motor and expand the range of products and applications sold.
Develop new energy-related application products, including Power Conversion Systems (PCS), Battery Energy Storage Systems (BESS), and Energy Management Systems (EMS), to provide integrated solutions for customers.

Engage in technical collaboration and joint development with international clients and strategic partners to expand product application fields and markets.
Enhance key component and supply chain technology management to improve quality stability and delivery reliability.
Obtain patent certificates and product certifications for new designs and products to protect the Company's interests.
Provide technical support and services for highly integrated and high-reliability products oriented toward customized needs.

The Company will continue to deepen R&D in core technologies such as motors and controllers, and broaden the scope of applications with customer satisfaction as a priority. We will jointly develop reliable, durable, and derivative products, and rapidly introduce them to production. Meanwhile, we will enhance mechatronics integration and new energy technology capabilities, advancing toward a one-stop integrated service development for new energy equipment, to boost the Company's long-term competitiveness and operational growth momentum.

II. Summary of business plan

(I) Operational guidelines:

Looking ahead to 2026, in response to changes in the global economic environment and intensified industry competition, the Company will continue to strengthen its operational structure and technological capabilities. With a focus on quality and service, along with cost efficiency and industry transformation, we will steadily promote operational development. The specific key points of implementation are as follows:

Lean Manufacturing and Cost Optimization:

Promote standardization and universalization of components to improve inventory turnover efficiency; reduce manufacturing costs and enhance production efficiency through the allocation of production sites and process optimization.

Integration of core technologies and market expansion

Leverage Jenn Feng's advantages in production and technology to expand the scope of product applications, enhance product differentiation, and strengthen collaborative relationships with both new and existing clients.

Inventory and Procurement Management Optimization:

Adjust the procurement and material preparation strategy, break the MOQ (minimum order quantity) myth to avoid over-purchasing, reduce inventory levels, and enhance capital utilization efficiency.

Strategic investment and business layout:
Carefully evaluate investment opportunities with development potential, expand the scope of operations, and enhance capital utilization efficiency.

(II) Key production/sales policies

Production policy:
(1) Continue to enhance the performance and quality of power hand tools and power equipment to solidify the existing market foundation.
(2) Enhance the integration technology of brushless motors, controllers, and firmware/hardware to establish comprehensive integration capability, thereby boosting product competitive advantage.
(3) Promote process improvement and modular design to reduce development costs and enhance production efficiency.
(4) Establish a cooperative Supplier management mechanism and Group procurement system to enhance quality stability and shorten delivery times.
(5) Optimize the allocation of production resources and capacity to enhance overall operational efficiency and cost competitiveness.
Sales:
(1) Deepen the understanding of customer needs and provide comprehensive solutions to enhance customer cooperation and engagement.
(2) Plan Production and sales strategies according to market demand to enhance product value and gross margin.

III. Future development strategies

Looking ahead to Fiscal Year 2026, the external environment remains full of changes and challenges. The Company will continue to strengthen its operational structure and enhance overall competitiveness with a steady and pragmatic approach. In the future, in addition to continually cultivating existing product markets, the Company will also base its efforts on mechatronics integration technology to deepen the development and application of brushless motors and controllers. We will gradually expand into new energy-related products and integrated services, accumulating long-term growth momentum to create more stable value and returns for shareholders.

All employees of the Company will continue to create a better future for Jenn Feng with the business philosophy of pragmatism, trust, innovation and sustainable development!

We wish you good health and every success!

Chairman: Chen, Yung-Lun President: Chen, Yung-Lun Head of Accounting: Yeh, Tsan-Tseng

【Attachment 2】

正峰工業股份有限公司

審計委員會審查報告書

本公司董事會迫送民國 114 年度財務報表、營業報告書暨虧損撥補表，其中財務報表業經安保聯合會計師事務所連淑浚會計師及陳盈如會計師查核完竣，並出具無保留意見之查核報告。

上項書表，業經本審計委員會查核完竣，認為尚無不合，並經全體委員同意，爰依照證券交易法第十四條之四及公司法第二一九條之規定，備具審查報告書，敬請鑑察。

以上

正峰工業股份有限公司 115 年股東常會

正峰工業股份有限公司　審計委員會

主席（召集人）：林紀君　祥釜哲

中華民國 115 年 3 月 11 日

[Attachment 3]

Execution of Capital Reduction and Sound Business Plan

I. Progress:

A resolution was passed at the shareholders' meeting on June 28, 2024, to reduce capital against accumulated losses. This capital reduction was approved by the Taiwan Stock Exchange Corporation through Reference No. Tai-Zheng-Shang-1131804444 dated September 24, 2024. The registration for capital reduction change was subsequently approved by the Taoyuan City Government through Correspondence No. Fu-Jing-Shang-Xing-11391124630 dated November 19, 2024. Replacement shares after capital reduction were listed for trading on the TWSE on December 30, 2024, and all matters concerning capital reduction have been completed.

II. Implementation status:

(I) Conclusion of implementation

The Company has completed the procedures related to the Capital Reduction to Offset Accumulated Deficit in accordance with the shareholders' meeting resolution, resulting in a simplified capital structure compared to before. However, the overall operational structure is still undergoing adjustments. Moving forward, financial position will be gradually improved through product structure optimization, cost control, and new business development initiatives.
In Fiscal Year 2025, affected by the overall industry climate, the power tool market faced pricing pressure from the red supply chain. Additionally, as lighting product customers were still in the inventory liquidation stage, revenue growth momentum was limited. The Company's full-year revenue for 2025 was NT$114,826 thousand, with a net loss of NT$51,394 thousand.
To improve operational structure, The Company has actively promoted product mix adjustments and optimization of the customer portfolio. By strengthening relationships with key customers, increasing the proportion of high-margin products, and expanding the field of green energy application products, the Company is gradually improving revenue quality and profitability structure.
In summary, the measures related to the Execution of Capital Reduction and Sound Business Plan have been continuously promoted, and are being implemented with the goal of improving operational efficiency and enhancing long-term competitiveness.

(II) The Company's operating policy for 2025. The following strategies have been implemented:

R&D, business, and marketing strategy models
Product R&D Frontline: Invite customers to visit our factory to enhance customers' impression of the Company.
Strengthen development services for clients and co-development: Proactively understand customer needs, strengthen communication frequency, and actively propose solutions.
Research and Development Intensification: Actively pursue orders and focus on products with high market demand. Plan production in a systematic manner to reduce unit costs, increase sales revenue, and improve product gross margins.
Leverage Jenn Feng's manufacturing advantages to expand product applications and actively develop products related to green energy equipment, such as water pumps and inverters.
Production and manufacturing
Improve production costs: Transfer production of molds and fixtures to the Kunshan subsidiary.
Integration of core technologies to attract new and existing customers: Small, diversified orders or those with low annual frequency are outsourced to OEM partners to ensure quality, improve order-taking ability, and reduce manpower and resource costs.
Regularly review supplier quality and pricing, while continuously seeking high-performing suppliers.
Lighting equipment orders are maintained with stable and high gross profit customers.
Phase out non-competitive products.

[Attachment 4]

Independent Auditors' Report

To the Board of Directors of Jenn Feng Industrial Tools Co., Ltd.:

Audit opinion

We have audited the consolidated balance sheets of Jenn Feng Industrial Tools Co., Ltd. and subsidiaries (collectively referred to as Jenn Feng Group) as at December 31, 2025 and 2024, and the consolidated statements of comprehensive income, statements of changes in equity, statements of cash flows, and the accompanying notes (including summary of key accounting policies) for the years ended December 31, 2025 and 2024.

In our opinion, all material disclosures of the consolidated financial statements mentioned above were prepared in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations approved and published by the Financial Supervisory Commission, and presented a fair view of the consolidated financial position of Jenn Feng Group as at December 31, 2025 and 2024, and consolidated business performance and cash flow for the years ended December 31, 2025 and 2024.

Basis for opinion

We have conducted our audits in accordance with Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the auditing standards. Our responsibilities under the abovementioned standards are explained in the "Auditors' responsibilities for the audit of the consolidated financial statements" section of our report. All relevant personnel of the accounting firm have followed the Norm of Professional Ethics for Certified Public Accountant and maintained independence from Jenn Feng Group when performing their duties. We believe that the audit evidence obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are matters that we considered to be the most important, based on professional judgment, when auditing the 2025 consolidated financial statements of Jenn Feng Group. These issues have already been addressed when we audited and formed our opinions on the consolidated financial statements. We do not provide a separate opinion on these matters. Below are the key audit matters that we consider relevant for disclosure in this audit report:

I. Timing of revenue recognition

Accounting policies relating to timing of revenue recognition have been disclosed in Note 4(13) - Revenue recognition of the consolidated financial statements; for details on recognized revenues, please refer to Note 6(16) - Revenue from contracts with customers.

Explanation of the key audit matter:

Timing of revenue recognition of Jenn Feng Group is an issue of concern for users or recipients of the financial statements. For this reason, revenue recognition test was identified as one of our key audit matters when auditing the financial statements of Jenn Feng Group.

Audit procedures:

The following audit procedures were taken in relation to the audit issue:

Understood the main revenue pattern, contract specifications and transaction conditions, and assessed whether the timing of revenue recognition was correct.
Reviewed the sales contracts with major sales targets and tested the control methods for the procedures related to the shipment operation and revenue recognition under the internal control of Jenn Feng Group.
Selected the shipment of the Jenn Feng Group for the period before and after the balance sheet date and checked the relevant supporting documents and forms to confirm whether the sales revenue was recognized in the appropriate period of the financial statements.

II. The ability to continue as a going concern

Explanation of the key audit matter:

Jenn Feng Group has incurred cumulative losses and, as of December 31, 2025, had accumulated deficits of NT$138,784 thousand. Operations have not been as expected and continue to incur losses. As explained in Note 12(1) of the consolidated financial statements, management's assessment of the Group's future plans and profitability involves significant judgment. Accordingly, the assessment of the Group's ability to continue as a going concern was one of the matters that required significant auditor attention in our audit of the financial statements.

Audit procedures:

The following audit procedures were taken in relation to the audit issue:

Obtained the information on the operating budget of the following year provided by Jenn Feng Group.
Examined major subsequent announcements, self-assessed statements for the subsequent period, and the motion content in the minutes of shareholders' meetings and board meetings of Jenn Feng Group to assess whether there were any subsequent events that might affect the Group's ability to continue as a going concern.
Obtained legal letters of representation to assess whether there were any major legal concerns that might affect the Group's ability to continue as a going concern.

Other matters

Jenn Feng Industrial Tools Co., Ltd. has prepared parent company only financial statements for the

years ended December 31, 2025 and 2024, to which we issued an independent auditors' report with unqualified opinion.

Responsibilities of the management and governance body to 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 the IFRS, IAS, IFRIC and SIC Interpretations endorsed and issued into effect by the Financial Supervisory Commission, and for maintaining proper internal control practices that are relevant to the preparation of consolidated financial statements so that the consolidated financial statements are free of material misstatements, whether due to fraud or error.

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

The governance body of Jenn Feng Group (including the Audit Committee) is responsible for supervising the financial reporting process.

Auditors' responsibilities for the audit of the consolidated financial statements

The purposes of our audit were to obtain reasonable assurance of whether the consolidated financial statements were prone to material misstatements, whether due to fraud or error, and to issue a report of our audit opinions. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing principles will always detect a material misstatements within the consolidated financial statements. Misstatements may arise from fraud or error. Misstatements are considered material if the individual amount or aggregate total is reasonably expected to affect economic decisions of the consolidated financial statement user.

When conducting audits in accordance with the auditing principles, we exercised professional judgments and maintained professional skepticism. We also performed the following tasks as an auditor:

Identifying and assessing risks of material misstatement due to fraud or error, designing and executing appropriate response measures for the identified risks, and obtaining adequate and appropriate audit evidence to support audit opinions. 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.
Developing the required level of understanding on relevant internal controls and designing audit procedures that are appropriate under the prevailing circumstances, but not for the purpose of providing opinion on the effectiveness of Jenn Feng Group's internal control system.
Assessing the appropriateness of accounting policies adopted by the management, and the reasonableness of accounting estimates and related disclosures made.
Forming conclusions regarding the appropriateness of management's decision to account for the business as a going concern, and whether there are doubts or uncertainties about the ability of Jenn Feng Group to operate as a going concern, based on the audit evidence obtained. 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 audit report. However, future events or change of circumstances may still render Jenn Feng Group no longer capable of operating as a going concern.
Assessing the overall presentation, structure, and contents of the consolidated financial statements (including related notes), and whether certain transactions and events are presented appropriately in the consolidated financial statements.

Obtaining sufficient and appropriate audit evidence on financial information of the entities within the group to express opinions on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We have communicated with the governance body about the scope, timing, and significant findings (including significant defects identified in internal control) of our audit.

We have also provided the governance body with a declaration of independence stating that all relevant personnel of the accounting firm have complied with auditors' professional ethics, and communicated with the governance body on all matters that may affect the auditor's independence, and where applicable, related safeguards.

We have identified the key audit matters after communicating with the governance body regarding the 2025 consolidated financial statements of Jenn Feng Group. We communicate these matters in our auditors' report except where laws or regulations prohibit public disclosure of specific items, or in extremely rare circumstances where we determine that omitting such communication is necessary, as the reasonably expected adverse consequences would outweigh the public interest benefits of disclosure.

KPMG Taiwan

CPA:

Approval reference of the securities authority
: Jin-Guan-Zheng-Shen-Liu-Zi No. 0940100754
: Jin-Guan-Zheng-Shen-Liu-Zi No. 0950161002

March 13, 2026

Jenn Feng Industrial Tools Co., Ltd. and Subsidiaries
Consolidated Balance Sheets
For the Years Ended December 31, 2025 and 2024
Unit: NT$ thousand

Assets

Current assets:	2025.12.31		2024.12.31
	Amount	%	Amount	%
1100 Cash and cash equivalents (Note 6(1))	$ 20,339	8	41,576	15
1136 Financial assets at amortized cost - current (Note 6(2))	-	-	80,562	30
1170 Notes and accounts receivable, net (Notes 6(3), (16), (20), and 7)	11,192	5	20,545	8
1200 Other receivables (including related parties) (Note 7)	21,086	8	7,528	3
130X Inventory (Note 6(5))	23,413	9	28,771	11
1476 Other financial assets - current (Note 8)	7,571	3	7,831	2
1479 Other current assets - others (Note 6(9))	31,622	12	4,634	1
Total current assets	115,223	45	191,447	70

Non-current assets:

1600 Property, plant and equipment (Note 6(6))	79,858	31	55,965	21
1755 Right-of-use assets (Note 6(7))	35,313	14	18,168	7
1780 Intangible assets	9,883	4	33	-
1920 Guarantee deposits paid	3,433	1	2,050	1
1990 Other non-current assets - others	8,235	3	983	-
1975 Net defined benefit assets - non-current (Note 6(12))	4,738	2	3,258	1
Total non-current assets	141,460	55	80,457	30

Total assets

Liabilities and equity	2025.12.31		2024.12.31
Current liabilities:	Amount	%	Amount	%
2100 Short-term borrowings	$ 33,000	13	-	-
2150 Notes and accounts payable (including related parties) (Note 7)	23,976	9	35,823	13
2200 Other payables	14,730	6	17,571	6
2220 Other payables - related parties (Note 7)	1,597	1	7,055	3
2130 Contract liabilities - current	3,146	1	-	-
2230 Income tax liabilities for the period	2,470	1	1,427	-
2280 Lease liabilities - current (Note (11))	9,253	3	4,546	2
2399 Other current liabilities - others	4,812	2	4,652	2
Total current liabilities	92,984	36	71,074	26

Non-current liabilities:

2580 Lease liabilities - non-current (Note 6(11))	24,630	10	12,309	5
2670 Other non-current liabilities - others	135	-	134	-
Total non-current liabilities	24,765	10	12,443	5
Total liabilities	117,749	46	83,517	31

Equity (Note 6(14)):

3100 Share capital	323,000	126	323,000	119
3200 Capital surplus	66	-	66	-
3350 Accumulative deficits	(138,784)	(54)	(88,779)	(33)
3400 Other equity	(46,060)	(18)	(45,900)	(17)
Total equity attributable to owners of the parent company	138,222	54	188,387	69
36XX Non-controlling interests	712	-	-	-
Total equity	138,934	54	188,387	69
Total liabilities and equity	$ 256,683	100	271,904	100

Total assets

Chairman: Chen, Yung-Lun
(Please refer to the accompanying notes to the consolidated financial statements)
Manager: Chen, Yung-Lun
Head of Accounting: Yeh, Tsan-Tseng

Jenn Feng Industrial Tools Co., Ltd. and Subsidiaries

Consolidated Statements of Comprehensive Income

For the Years Ended December 31, 2025 and 2024

Unit: NT$ thousand

		2025		2024
		Amount	%	Amount	%
4000	Operating revenue (Notes 6(16) and 7)	$ 114,826	100	112,684	100
5000	Operating costs (Notes 6(5) and 7)	(88,348)	(77)	(103,383)	(92)
	Gross profit	26,478	23	9,301	8
	Operating expenses:
6100	Selling and marketing expenses	10,817	9	8,818	8
6200	General and administrative expenses	59,775	52	51,235	45
6300	Research and development expenses	6,842	6	4,703	4
6450	Expected credit impairment loss (reversal gain) (Note 6(3))	151	-	(490)	-
	Total operating expenses	77,585	67	64,266	57
	Net operating loss	(51,107)	(44)	(54,965)	(49)
	Non-operating income and expenses (Note 6(14)):
7100	Interest income	1,921	2	3,368	3
7010	Other income (Note 7)	147	-	707	1
7020	Other gains and losses (Note 7)	(930)	(1)	(2,022)	(2)
7050	Financial cost	(1,147)	(1)	(503)	-
	Total non-operating income and expenses	(9)	-	1,550	2
7900	Pre-tax loss	(51,116)	(44)	(53,415)	(47)
7950	Less: Income tax expense (Note 6(13))	278	-	1,453	1
8200	Current net loss	(51,394)	(44)	(54,868)	(48)
8300	Other comprehensive income:
8310	Items not reclassified into profit or loss
8311	Remeasurement of defined benefit plan (Note 6(12))	1,388	1	3,646	3
8349	Less: Income tax on items not reclassified into profit or loss	-	-	-	-
	Sum of items not reclassified into profit or loss	1,388	1	3,646	3
8360	Items that may be reclassified into profit or loss
8361	Exchange differences on translation of financial statements of foreign operations	(160)	-	21,971	19
8399	Less: Income tax on items that may be reclassified into profit or loss	-	-	-	-
	Sum of items that may be reclassified into profit or loss	(160)	-	21,971	19
8300	Other comprehensive income for the current period (net, after-tax)	1,228	1	25,617	22
8500	Total comprehensive income for the current period	$ (50,166)	(43)	(29,251)	(26)
	Net income attributable to:
	Owners of the parent company	$ (51,393)	(44)	(54,868)	(48)
	Non-controlling interests	(1)	-	-	-
		$ (51,394)	(44)	(54,868)	(48)
	Total comprehensive income attributable to:
	Owners of the parent company	$ (50,165)	(43)	(29,251)	(26)
	Non-controlling interests	(1)	-	-	-
		$ (50,166)	(43)	(29,251)	(26)
9750	Basic/diluted loss per share (unit: NTD) (Note 6(15))	$	(1.59)		(1.70)

(Please refer to the accompanying notes to the consolidated financial statements)
Chairman: Chen, Yung-Lun
Manager: Chen, Yung-Lun
Head of Accounting: Yeh, Tsan-Tseng

Jenn Feng Industrial Tools Co., Ltd. and Subsidiaries

Consolidated Statements of Changes in Equity

For the Years Ended December 31, 2025 and 2024

Unit: NT$ thousand

| | Share capital | Capital surplus | Accumulative deficits | Other equity items
Exchange differences on translation of financial statements of foreign operations | Total equity attributable to owners of the parent company | Non-controlling interests | Total equity |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Balance as of January 1, 2024 | $ 538,390 | 66 | (252,947) | (67,871) | 217,638 | - | 217,638 |
| Current net loss | - | - | (54,868) | - | (54,868) | - | (54,868) |
| Other comprehensive income for the current period | - | - | 3,646 | 21,971 | 25,617 | - | 25,617 |
| Total comprehensive income for the current period | - | - | (51,222) | 21,971 | (29,251) | - | (29,251) |
| Capital reduction against cumulative losses | (215,390) | - | 215,390 | - | - | - | - |
| Balance as of December 31, 2024 | 323,000 | 66 | (88,779) | (45,900) | 188,387 | - | 188,387 |
| Current net loss | - | - | (51,393) | - | (51,393) | (1) | (51,394) |
| Other comprehensive income for the current period | - | - | 1,388 | (160) | 1,228 | - | 1,228 |
| Total comprehensive income for the current period | - | - | (50,005) | (160) | (50,165) | (1) | (50,166) |

(Please refer to the accompanying notes to the consolidated financial statements)

Chairman: Chen, Yung-Lun

Manager: Chen, Yung-Lun

Head of Accounting: Yeh, Tsan-Tseng

Increase or decrease in non-controlling interests	-	-	-	-	-	713	713
Balance as of December 31, 2025	$ 323,000	66	(138,784)	(46,060)	138,222	712	138,934
		66

Chairman: Chen, Yung-Lun

(Please refer to the accompanying notes to the consolidated financial statements)

Manager: Chen, Yung-Lun

Head of Accounting: Yeh, Tsan-Tseng

Jenn Feng Industrial Tools Co., Ltd. and Subsidiaries

Consolidated Statements of Cash Flows

For the Years Ended December 31, 2025 and 2024

	Unit: NT$ thousand
	2025	2024
Cash flow from operating activities:
Losses before tax for the current period	$ (51,116)	(53,415)
Adjustments:
Income, expenses, and losses
Depreciation expenses	15,338	13,450
Amortization expenses	152	20
Expected credit impairment loss (gain)	151	(490)
Interest expenses	1,147	503
Interest income	(1,921)	(3,368)
Loss on disposal and scrapping of property, plant, and equipment	8	30
Benefit from debt reduction	(1,905)	(13,478)
Total income, expenses, and losses	12,970	(3,333)
Change in assets/liabilities related to operating activities:
Net change in assets related to operating activities:
Accounts receivable	9,202	2,435
Other receivables	(13,558)	111
Inventories	5,358	8,481
Other current assets	(913)	(1,432)
Net defined benefit assets	(92)	(55)
Net change in assets related to operating activities	(3)	9,540
Net change in liabilities related to operating activities:
Decrease in contract liabilities	(761)	-
Notes payable and accounts payable	(11,847)	3,807
Other payables	(12,884)	1,738
Other current liabilities	160	213
Increase in other non-current liabilities	1	-
Net change in liabilities related to operating activities:	(25,331)	5,758
Net change in assets and liabilities related to operating activities	(25,334)	15,298
Total adjustments	(12,364)	11,965
Cash outflow from operations	(63,480)	(41,450)
Interests received	1,921	3,368
Interests paid	(1,147)	(503)
Income tax paid	(1,705)	(32)
Net cash outflow from operating activities	(64,411)	(38,617)
Cash flows from investing activities:
Principal collected from maturity of financial assets at amortized cost	80,562	22,731
Acquisition of a subsidiary (net of cash acquired)	(16,402)	-
Acquisition of property, plant and equipment	(26,671)	(8,508)
Disposal of property, plant and equipment	287	1,172
Decrease (increase) in guarantee deposits paid	(1,383)	1,873
Acquisition of intangible assets	(2,543)	-
Decrease (increase) in other financial assets	260	(5,667)
Increase in other non-current assets	(7,252)	(521)
Net cash inflow from investing activities	26,858	11,080
Cash flows from financing activities:
Increase in short-term borrowings	33,000	-
Decrease in other payables - related parties	(5,150)	(24,792)
Repayment of lease principal	(11,363)	(10,528)
Increase (Decrease) in other non-current liabilities	-	134
Net cash inflow (outflow) from financing activities	16,487	(35,186)
Effect of exchange rate variation on cash and cash equivalents	(171)	21,958
Decrease in cash and cash equivalents for the current period	(21,237)	(40,765)
Opening cash and cash equivalents balance	41,576	82,341
Closing cash and cash equivalents balance	$ 20,339	41,576

(Please refer to the accompanying notes to the consolidated financial statements)
Chairman: Chen, Yung-Lun
Manager: Chen, Yung-Lun
Head of Accounting: Yeh, Tsan-Tseng

Independent Auditors' Report

To the Board of Directors of Jenn Feng Industrial Tools Co., Ltd.:

Audit opinion

We have audited the standalone balance sheets of Jenn Feng Industrial Tools Co., Ltd. as at December 31, 2025 and 2024, and the statements of comprehensive income, statements of changes in equity, statements of cash flows, and the accompanying notes (including summary of key accounting policies) for the years ended December 31, 2025 and 2024.

In our opinion, all material disclosures of the standalone financial statements mentioned above were prepared in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers, and presented a fair view of the financial position of Jenn Feng Industrial Tools Co., Ltd. as at December 31, 2025 and 2024, and business performance and cash flow for the years ended December 31, 2025 and 2024.

Basis for opinion

We have conducted our audits in accordance with Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the auditing standards. Our responsibilities under the abovementioned standards are explained in the "Auditors' responsibilities for the audit of the standalone financial statements" section of our report. All relevant personnel of the accounting firm have followed the Norm of Professional Ethics for Certified Public Accountant and maintained independence from Jenn Feng Industrial Tools Co., Ltd. when performing their duties. We believe that the audit evidence obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are matters that we considered to be the most important, based on professional judgment, when auditing the 2025 standalone financial statements of Jenn Feng Industrial Tools Co., Ltd. These issues have already been addressed when we audited and formed our opinions on the standalone financial statements. We do not provide a separate opinion on these matters. Below are the key audit matters that we consider relevant for disclosure in this audit report:

I. Timing of revenue recognition

Accounting policies relating to timing of revenue recognition have been disclosed in Note 4(12) - Revenue recognition of the standalone financial statements; for details on recognized revenues, please refer to Note 6(13) - Revenue from contracts with customers.

Explanation of the key audit matter:

Timing of revenue recognition of Jenn Feng Industrial Tools Co., Ltd. is an issue of concern for users or recipients of the financial statements. For this reason, revenue recognition test was identified as one of our key audit matters when auditing the financial statements of Jenn Feng Industrial Tools Co., Ltd..

Audit procedures:

The following audit procedures were taken in relation to the audit issue:

Understood the main revenue pattern, contract specifications and transaction conditions, and assessed whether the timing of revenue recognition was correct.
Reviewed the sales contracts with major sales targets and tested the control methods for the procedures related to the shipment operation and revenue recognition under the internal control of Jenn Feng Industrial Tools Co., Ltd..
Selected the shipment of the Jenn Feng Industrial Tools Co., Ltd. for the period before and after the balance sheet date and checked the relevant supporting documents and forms to confirm whether the sales revenue was recognized in the appropriate period of the financial statements.

II. The ability to continue as a going concern

Explanation of the key audit matter:

Jenn Feng Industrial Tools Co., Ltd. has incurred cumulative losses and, as of December 31, 2025, had accumulated deficits of NT$138,784 thousand. Operations have not been as expected and continue to incur losses. As explained in Note 12(1) of the standalone financial statements, management's assessment of the Company's future plans and profitability involves significant judgment. Accordingly, the assessment of the Company's ability to continue as a going concern was one of the matters that required significant auditor attention in our audit of the financial statements.

Audit procedures:

The following audit procedures were taken in relation to the audit issue:

Obtained the information on the operating budget of the following year provided by Jenn Feng Industrial Tools Co., Ltd.
Examined major subsequent announcements, self-assessed statements for the subsequent period, and the motion content in the minutes of shareholders' meetings and board meetings of Jenn Feng Industrial Tools Co., Ltd. to assess whether there were any subsequent events that might affect the Company's ability to continue as a going concern.
Obtained legal letters of representation to assess whether there were any major legal concerns that might affect the Company's ability to continue as a going concern.

Responsibilities of the management and governance body to the standalone 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 for maintaining proper internal control practices that are relevant to the preparation of standalone financial statements so that the standalone financial statements are free of material misstatements, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing Jenn Feng Industrial Tools Co., Ltd.'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 Jenn Feng Industrial Tools Co., Ltd. or to cease operations, or has no realistic alternative but to do so.

The governance body of Jenn Feng Industrial Tools Co., Ltd. (including the Audit Committee) is responsible for supervising the financial reporting process.

Auditors' responsibilities for the audit of the standalone financial statements

The purposes of our audit were to obtain reasonable assurance of whether the standalone financial statements were prone to material misstatements, whether due to fraud or error, and to issue a report of our audit opinions. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing principles will always detect a material misstatements within the standalone financial statements. Misstatements may arise from fraud or error. Misstatements are considered material if the individual amount or aggregate total is reasonably expected to affect economic decisions of the standalone financial statement user.

When conducting audits in accordance with the auditing principles, we exercised professional judgments and maintained professional skepticism. We also performed the following tasks as an auditor:

Identifying and assessing risks of material misstatement due to fraud or error, designing and executing appropriate response measures for the identified risks, and obtaining adequate and appropriate audit evidence to support audit opinions. 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.
Developing the required level of understanding on relevant internal controls and designing audit procedures that are appropriate under the prevailing circumstances, but not for the purpose of providing opinion on the effectiveness of Jenn Feng Industrial Tools Co., Ltd.'s internal control system.
Assessing the appropriateness of accounting policies adopted by the management, and the reasonableness of accounting estimates and related disclosures made.

Forming conclusions regarding the appropriateness of management's decision to account for the business as a going concern, and whether there are doubts or uncertainties about the ability of Jenn Feng Industrial Tools Co., Ltd. to operate as a going concern, based on the audit evidence obtained. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the standalone 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 audit report. However, future events or change of circumstances may still render Jenn Feng Industrial Tools Co., Ltd. no longer capable of operating as a going concern.
Assessing the overall presentation, structure, and contents of the standalone financial statements (including related notes), and whether certain transactions and events are presented appropriately in the standalone financial statements.
Obtaining sufficient and appropriate audit evidence on financial information of the equity-accounted investee company held by the Company to express opinions on the standalone financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

We have communicated with the governance body about the scope, timing, and significant findings (including significant defects identified in internal control) of our audit. We have also provided the governance body with a declaration of independence stating that all relevant personnel of the accounting firm have complied with auditors' professional ethics, and communicated with the governance body on all matters that may affect the auditor's independence, and where applicable, related safeguards.

We have identified the key audit matters after communicating with the governance body regarding the 2025 standalone financial statements of Jenn Feng Industrial Tools Co., Ltd. We communicate these matters in our auditors' report except where laws or regulations prohibit public disclosure of specific items, or in extremely rare circumstances where we determine that omitting such communication is necessary, as the reasonably expected adverse consequences would outweigh the public interest benefits of disclosure.

KPMG Taiwan

CPA:

Approval reference of the securities authority
: Jin-Guan-Zheng-Shen-Liu-Zi
: No. 0940100754
: Jin-Guan-Zheng-Shen-Liu-Zi
: No. 0950161002

March 13, 2026

Jenn Feng Industrial Tools Co., Ltd.
Balance Sheets
For the Years Ended December 31, 2025 and 2024
Unit: NT$ thousand

Assets	2025.12.31		2024.12.31
		Amount	%	Amount	%
Current assets:
1100	Cash and cash equivalents (Notes 6(1) and (17))	$ 15,091	2	36,006	4
1136	Financial assets at amortized cost - current (Notes 6(2) and (17))	-	-	80,562	10
1170	Notes and accounts receivable, net (including related parties) (Notes 6(3), (14), (17) and 7)	11,192	1	20,514	2
1200	Other receivables (including related parties) (Notes 6(17) and 7)	17,537	2	17,259	2
130X	Inventories (Note 6(4))	12,935	2	21,157	2
1476	Other financial assets - current (Notes 6(17) and 8)	7,571	1	7,831	1
1479	Other current assets - others	2,990	-	2,894	-
	Total current assets	67,316	8	186,223	21
Non-current assets:
1550	Investment accounted for using the equity method (Note 6(5))	621,816	79	612,995	71
1600	Property, plant and equipment (Note 6(6))	72,588	9	48,133	6
1755	Right-of-use assets (Note 6(7))	13,379	2	16,718	2
1780	Intangible assets	2,413	-	-	-
1920	Refundable deposits (Note 6(17))	1,460	-	890	-
1975	Net defined benefit assets - non-current (Note 6(10))	4,738	1	3,258	-
1990	Other non-current assets	7,168	1	983	-
	Total non-current assets	723,562	92	682,977	79
Total assets		$ 790,878	100	869,200	100
Liabilities and equity	2025.12.31		2024.12.31
---	---	---	---	---	---
		Amount	%	Amount	%
Current liabilities:
2100	Short-term borrowings	$ 33,000	4	-	-
2150	Notes and accounts payable (Note 6(17))	4,556	1	13,630	2
2180	Accounts payable - related parties (Notes 6(17) and 7)	48,647	6	56,532	7
2200	Other payables (Notes 6(17))	11,745	1	12,258	1
2220	Other payables - related parties (Notes 6(17) and 7)	534,746	68	576,899	66
2280	Lease liabilities - current (Notes 6(9) and (17))	4,753	1	4,546	-
2399	Other current liabilities	4,798	1	4,639	1
	Total current liabilities	642,245	82	668,504	77
Non-current liabilities:
2580	Lease liabilities - non-current (Notes 6(9) and (17))	8,811	1	12,309	1
2650	Credit balance of Investment accounted for using the equity method	1,600	-	-	-
	Total non-current liabilities	10,411	1	12,309	1
	Total liabilities	652,656	83	680,813	78
Equity (Note 6(12)):
3100	Share capital	323,000	41	323,000	37
3200	Capital surplus	66	-	66	-
3350	Accumulative deficits	(138,784)	(18)	(88,779)	(10)
3400	Other equity	(46,060)	(6)	(45,900)	(5)
	Total equity	138,222	17	188,387	22
	Total liabilities and equity	$ 790,878	100	869,200	100

Jenn Feng Industrial Tools Co., Ltd.

Statements of Comprehensive Income

For the Years Ended December 31, 2025 and 2024

Unit: NT$ thousand

	2025		2024
		Amount	%	Amount	%
4000	Operating revenue (Notes 6(14) and 7)	$ 111,820	100	109,762	100
5000	Operating costs (Notes 6(4) and 7)	92,205	82	101,416	92
	Gross profit	19,615	18	8,346	8
	Operating expenses:
6100	Selling and marketing expenses	7,703	7	5,033	4
6200	General and administrative expenses	50,397	45	45,604	42
6300	Research and development expenses	3,060	3	3,961	3
6450	Expected credit impairment (gain) loss (Note 6(3))	151	-	(490)	-
	Total operating expenses	61,311	55	54,108	49
	Net operating loss	(41,696)	(37)	(45,762)	(41)
	Non-operating income and expenses:
7100	Interest income (Note 6(16))	1,909	2	3,430	3
7020	Other gains and losses (Notes (16) and 7)	22,857	20	(31,444)	(29)
7050	Financial costs (Note 6(16))	(532)	-	(401)	-
7070	Share of profit or loss of subsidiaries accounted for using the equity method	(33,931)	(30)	19,309	17
	Total non-operating income and expenses	(9,697)	(8)	(9,106)	(9)
7900	Pre-tax loss	(51,393)	(45)	(54,868)	(50)
7950	Less: Income tax expense (Note 6(11))	-	-	-	-
8200	Current net loss	(51,393)	(45)	(54,868)	(50)
8300	Other comprehensive income:
8310	Items not reclassified into profit or loss
8311	Remeasurement of defined benefit plan (Note 6(10))	1,388	1	3,646	3
8349	Less: Income tax on items not reclassified into profit or loss	-	-	-	-
	Sum of items not reclassified into profit or loss	1,388	1	3,646	3
8360	Items that may be reclassified into profit or loss
8361	Exchange differences on translation of financial statements of foreign operations	(160)	-	21,971	20
8399	Less: Income tax on items that may be reclassified into profit or loss	-	-	-	-
	Sum of items that may be reclassified into profit or loss	(160)	-	21,971	20
8300	Other comprehensive income for the current period	1,228	1	25,617	23
	Total comprehensive income for the current period	$ (50,165)	(44)	(29,251)	(27)
9750	Basic loss per share (unit: NT$) (Note 6(13))	$ (1.59)		(1.70)

Penn Feng Industrial Tools Co., Ltd.
Statements of Changes in Equity
For the Years Ended December 31, 2025 and 2024
Unit: NT$ thousand

| | Share capital | Capital surplus | Accumulative deficits | Other equity items
Exchange differences on translation of financial statements of foreign operations | Total equity |
| --- | --- | --- | --- | --- | --- |
| Balance as of January 1, 2024 | $ 538,390 | 66 | (252,947) | (67,871) | 217,638 |
| Current net loss | - | - | (54,868) | - | (54,868) |
| Other comprehensive income for the current period | - | - | 3,646 | 21,971 | 25,617 |
| Total comprehensive income for the current period | - | - | (51,222) | 21,971 | (29,251) |
| Capital reduction against cumulative losses | (215,390) | - | 215,390 | - | - |
| Balance as of December 31, 2024 | 323,000 | 66 | (88,779) | (45,900) | 188,387 |
| Current net loss | - | - | (51,393) | - | (51,393) |
| Other comprehensive income for the current period | - | - | 1,388 | (160) | 1,228 |
| Total comprehensive income for the current period | - | - | (50,005) | (160) | (50,165) |
| Balance as of December 31, 2025 | $ 323,000 | 66 | (138,784) | (46,060) | 138,222 |

(Please refer to the accompanying notes to the standalone financial statements)

Chairman: Chen, Yung-Lun
Manager: Chen, Yung-Lun
Head of Accounting: Yeh, Tsan-Tseng

Jenn Feng Industrial Tools Co., Ltd.
Statements of Cash Flows
For the Years Ended December 31, 2025 and 2024

Unit: NT$ thousand

	2025	2024
Cash flow from operating activities:
Losses before tax for the current period	$ (51,393)	(54,868)
Adjustments:
Income, expenses, and losses
Depreciation expenses	7,755	6,512
Amortization expenses	131	-
Expected credit impairment (gain) loss	151	(490)
Interest expenses	532	401
Interest income	(1,909)	(3,430)
Share of (profit) or loss of subsidiaries accounted for using the equity method	33,931	(19,309)
Gain on disposal and scrapping of property, plant, and equipment	(203)	(27)
Unrealized foreign currency exchange (gain) loss	(22,775)	34,842
Benefit from debt reduction	(1,905)	(4,448)
Others	-	188
Total income, expenses, and losses	15,708	14,239
Change in assets/liabilities related to operating activities:
Net change in assets related to operating activities:
Accounts receivable	9,171	1,652
Other receivables	(15,590)	3,276
Inventories	8,222	11,136
Other current assets	(96)	(2,356)
Net defined benefit assets	(92)	(55)
Total net change in assets related to operating activities	1,615	13,653
Net change in liabilities related to operating activities:
Notes payable and accounts payable	(9,074)	4,479
Accounts payable - related parties	(7,885)	(26,629)
Other payables	(519)	(717)
Other current liabilities	159	469
Total net change in liabilities related to operating activities	(17,319)	(22,398)
Total net change in assets and liabilities related to operating activities	(15,704)	(8,745)
Total adjustments	4	5,494
Cash inflow outflow from operations	(51,389)	(49,374)
Interests received	1,909	3,430
Interests paid	(526)	(401)
Net cash outflow from operating activities	(50,006)	(46,345)
Cash flows from investing activities:
Principal collected from maturity of financial assets at amortized cost	80,562	22,731
Acquisition of Investment accounted for using the equity method	(26,000)	-
Increase in other financial assets	260	(5,667)
Acquisition of property, plant and equipment	(25,821)	(6,642)
Disposal of property, plant and equipment	225	1,173
Increase (decrease) in guarantee deposits paid	(570)	2,081
Increase in other receivables - related parties	-	(15,312)
Increase in other non-current assets	(6,185)	(521)
Acquisition of intangible assets	(2,544)	-
Net cash inflow (outflow) from investing activities	19,927	(2,157)
Cash flows from financing activities:
Increase in short-term borrowings	33,000	-
Increase (decrease) in other payables - related parties	(19,070)	10,385
Repayment of lease principal	(4,766)	(4,210)
Net cash inflow from financing activities	9,164	6,175
Decrease in cash and cash equivalents for the current period	(20,915)	(42,327)
Opening cash and cash equivalents balance	36,006	78,333
Closing cash and cash equivalents balance	$ 15,091	36,006

(Please refer to the accompanying notes to the standalone financial statements)
Chairman: Chen, Yung-Lun
Manager: Chen, Yung-Lun
Head of Accounting: Yeh, Tsan-Tseng

【Attachment 5】

Jenn Feng Industrial Tools Co., Ltd.

Statement of Loss Appropriation

Fiscal Year 2025

| Item | Unit: NT$
Amount |
| --- | --- |
| Beginning Balance of Accumulated Deficit | (88,779,511) |
| Net Loss after Tax for FY2025 | (51,393,444) |
| Remeasurement of Defined Benefit Plans
Recognized in Retained Earnings | 1,388,844 |
| Ending Balance of Accumulated Deficit | (138,784,111) |

Chairman: President: Chief Accounting Officer:

[Attachment 6]

Primary Terms and Conditions for the Issuance of Preferred Shares through a Private Placement (tentative)

The rights and obligations of the Company's preferred shares and the main conditions of issuance are as follows:

I. If there is a surplus in the Company's annual final accounts, in addition to paying taxes in accordance with the law, the Company shall first make up the losses in previous years and set aside the statutory surplus reserve according to the laws and regulations, and then set aside or turn back the special surplus reserve according to the Articles of Incorporation. If there is any surplus remaining, the dividends distributed by preferred shares in the current year shall be given priority.

II. The dividend of preferred shares is at an annual interest rate of 2%, calculated at the issue price of each share and paid in cash. The ex-dividend base date of the annual dividend of special shares authorizes the board of directors to set it separately. The number of dividends paid in the year or quarter of issuance and the year or quarter of recovery shall be calculated according to the actual number of days of issuance in the current year.

III. However, if the dividends to be distributed on the common shares of the Company in the current year or quarter exceed the amount of dividend of preferred shares, the shareholders of the preferred shares shall be entitled to participate in the distribution until the amount of dividend of preferred shares is the same as the amount of dividends on each ordinary share.

IV. The Company has its own discretion in the distribution of dividends to the preferred shares. If dividends to the preferred shares are distributed because there is no surplus or insufficient surplus for the Company, the resolution of the Company not to distribute dividends to the preferred shares shall not constitute a default and the shareholders of the preferred shares shall not object. This preferred share is non-cumulative, and its undistributed or insufficient dividends will not be accumulated for deferred payment in future surplus years.

V. The shareholders of the preferred shares may, from the next day following the expiration of five years on their own initiative, convert each preferred share into one common share (the conversion ratio shall be 1:1). The rights and obligations of the common shares converted from this preferred share (except for the transfer restrictions and unlisted circulation stipulated by laws and regulations) are the same as other issued common shares of the Company. If this preferred share has been converted into common shares before the ex-dividend (interest) benchmark date of the current year or quarter, it will participate in the distribution of common share surplus and additional paid-in capital in the current year, but it may not participate in the dividend distribution of preferred shares in the current year or quarter. If this preferred share has been converted into common shares after the ex-dividend (interest) benchmark date of the current year or quarter, it will participate in the dividend distribution of preferred shares in the current year or quarter, and may not participate in the distribution of common share surplus and

additional paid-in capital in the current year or quarter. Dividends of preferred shares and common shares in the same year shall be based on the principle of non-repeated distribution.

VI. The shareholders of the preferred shares shall have the right to vote and to be elected as directors at the ordinary shareholders' meeting, and shall also have the right to vote at the special shareholders' meeting.

VII. These preferred shares have priority over common shares in the distribution of the Company's remaining property, but each share shall not exceed the issue price plus the total amount of unpaid dividends.

VIII. The preferred shares have no expiration date, and the shareholders of the preferred shares have no right to request the Company to withdraw the preferred shares held by the Company, or request the Company to convert preferred shares into common shares in advance. However, the Company may withdraw all or part of the preferred shares at any time from the day after the expiration of five years at the original actual issue price and the relevant issue method, by means of cash withdrawal, compulsory conversion of new shares issued or other means permitted by law. The rights and obligations of the various issuance conditions in this article shall continue until the Company recovers the outstanding preferred shares. In the year when the preferred shares are recovered, if the shareholders' meeting of the Company decides to distribute dividends, the dividends payable up to the recovery date shall be calculated according to the actual number of issuance days in that year.

IX. When the Company issues new shares of common shares by increment of cash, special shareholders have the same preemptive rights for new shares as common shareholders.

X. The preferred shares will not be listed for trading during the issuance period of the preferred shares. However, if the preferred shares are fully converted into common shares in whole or in part, the Board of Directors will be authorized to handle a public offering of common shares and apply for listing to the competent authority in accordance with the relevant regulations in light of the current situation.

XI. The name of the preferred shares, the date of issuance and the specific conditions of issuance are authorized to be handled at the sole discretion of the Board of Directors in accordance with the Company's Articles of Incorporation and relevant laws and regulations, depending on the capital market conditions and the willingness of investors to subscribe for the preferred shares.

Terms and Conditions for the Issuance of Secured Convertible Bonds through a Private Placement and the Conversion thereof (tentative)

I. Name of bond

Jenn Feng Industrial Tools Co., Ltd. (hereinafter referred to as "The Company") 2026 private placement of secured convertible corporate bonds (hereinafter referred to as "This Private Placement of Convertible Corporate Bonds").

II. Date of issue

Within one year of the resolution date, in two offerings.

III. Total issuance amount and amount per bond

The Board of Directors is authorized to issue common shares convertible from privately placed convertible corporate bonds within a limit of 30,000,000 shares, after deducting the quota of already issued privately placed preferred shares. Each bond is issued at a face value of NT$100,000 at par value.

IV. Issuance period

Issuance period of 7-10 years, determined by the Board of Directors based on market conditions.

V. bond coupon rate

The tentative annual coupon rate is 0-2%, authorized to be determined by the Board of Directors based on market conditions.

VI. Repayment and Interest Payment Date and Method

Except for the cases where bondholders convert the bonds into the Company's common shares according to Article 11 of these regulations, sell back according to Article 20, or the Company repurchases from bondholders for cancellation according to Article 19 of these regulations, the bonds shall be repaid in full in cash at face value upon maturity.

VII. Guarantee status

This private placement of convertible corporate bonds is registered and secured.

VIII. Transfer

The convertible bonds may be legally transferred after 3 years from the date of issuance.

IX. Conversion Target

The Company will fulfill its conversion obligations by issuing new shares.

X. Conversion Period

Bondholders may request to convert the bonds into the Company's common shares anytime from five years after the issuance date of the private placement of convertible bonds up to ten days prior to maturity, except during legally mandated share transfer suspension periods, and from fifteen business days before the Company's ex-rights date for stock dividends, cash dividend suspension date, or cash capital increase subscription suspension date, until the rights allocation date, as well as from the capital reduction base date until the day before the trading

of shares post-capital reduction. The conversions shall be processed in accordance with Articles 11, 12, 13, and 15 of these regulations.

XI. Conversion Request Procedure

When creditors request conversion, they should prepare a "Conversion Notice" and submit it to the Company along with the bonds and documents or certifications required by the laws of the Republic of China.

XII. Determination and Adjustment of the Conversion Price

The conversion price of this privately placed convertible bond shall not be lower than 1. The simple arithmetic average of the closing price of the common shares for either 1, 3, or 5 business days prior to the pricing date, minus the ex-rights and ex-dividends for the free allotment, and with the stock price after capital reduction and anti-ex-rights added back. or 2. 80% of the simple arithmetic average of the closing price of the common shares for the 30 business days prior to the pricing date, minus the ex-rights and ex-dividends for the free allotment, and with the stock price after capital reduction and anti-ex-rights added back. The actual price is proposed to be determined by the Board of Directors authorized by the shareholders' meeting in accordance with relevant laws and regulations. The adjustment of the conversion price is also authorized to be determined by the Board of Directors.

XIII. Handling of the balance not sufficient for one full share

When converting to the Company's common shares, fractional shares less than one full share cannot be merged by creditors into a whole share, and the Company will not make any form of payment for them.

XIV. The listing and delisting of this private placement of convertible corporate bonds.

The convertible corporate bonds may be publicly issued with the approval of the Financial Supervisory Commission and applied for over-the-counter trading with the Taipei Exchange after three years from the date of bond delivery, until they are either fully converted into common shares or fully repurchased or redeemed by the Company, at which point the over-the-counter listing will be terminated.

XV. Listing of new shares after conversion

The common shares resulting from the conversion of Company bonds into the Company's common shares may apply to the competent authority for a letter of approval conforming to listing standards and report for a supplementary public offering after three years from the date of delivery or book-entry transfer of the private placement convertible bonds, and then negotiate with the Taiwan Stock Exchange for listing and trading. The above matters will be announced after obtaining the consent of the Taiwan Stock Exchange by The Company.

XVI. Share capital change registration

The Company shall announce the number of shares delivered from the exercise of conversion of the private placement convertible bonds for the previous quarter each quarter, and shall apply for capital change registration with the competent authority where the company is registered at least once each quarter.

XVII. The rights and obligations after conversion

The rights and obligations of the common shares acquired by bondholders upon the effective request for conversion are the same as those of the common shares originally issued by the Company, but the converted common shares must also comply with the provisions of Article 15 of these regulations.

XVIII. The attribution of cash dividends and stock dividends for the fiscal year of conversion.

(I) If bondholders request conversion within the current fiscal year from January 1st to before fifteen business days (exclusive) prior to the cash dividend suspension date/ex-rights date for stock dividends, the common shares obtained from such conversion may participate in the cash/stock dividends resolved at the shareholders' meeting for the previous fiscal year.

(II) The conversion of these convertible bonds will be suspended from fifteen business days (inclusive) prior to the cash dividend suspension date/ex-rights date for stock dividends, up to the ex-dividend/cash dividend ex-rights date (inclusive).

(III) If bondholders request conversion from the day following the ex-dividend or ex-rights date for cash dividends/stock dividends within the current fiscal year, up to and including December 31 of the current fiscal year, they may not request the cash/stock dividends resolved at the shareholders' meeting for the previous fiscal year. The common shares obtained from such conversion may enjoy the cash/stock dividends resolved at the shareholders' meeting for the current fiscal year, which is distributed in the subsequent fiscal year.

XIX. The Company's redemption rights for this private placement of convertible corporate bonds. Authorized to be determined by the Board of Directors.

XX. The bondholders' sell-back rights of this private placement of convertible corporate bonds: Authorized to be determined by the Board of Directors.

XXI. All convertible bonds repurchased by the Company (including those bought back from the market), redeemed, or converted will be canceled and will not be resold or reissued.

XXII. This private placement of convertible corporate bonds and the common shares converted from them are registered. Their transfer, alteration registration, pledges, and handling of loss are in accordance with the "Regulations Governing the Administration of Shareholder Services of Public Companies" and relevant provisions of the Company Act. Tax matters are processed according to the tax laws in effect at the time.

XXIII. The conversion and principal repayment and interest payment of this private placement of convertible corporate bonds are handled by the Company's stock affairs agency department.

XXIV. The issuance of this private placement of convertible bonds, in accordance with Article 8 of the Securities and Exchange Act, will be delivered through book-entry transfer without printing physical bonds.

XXV. The issuance, exercise, and management of the private placement of convertible corporate bonds shall be in accordance with the laws of The Republic of China and be governed by the relevant laws and regulations of The Republic of China; the issuance criteria of these convertible corporate bonds and any other matters not provided for are authorized for the Board of Directors to stipulate, amend, and handle with full authority.

【Attachment 7】

Jenn Feng Industrial Tools Co., Ltd.

Opinion on Necessity and Reasonableness of Private Placement

Opinion Appointer: Jenn Feng Industrial Tools Co., Ltd.
Recipient of Opinion: Jenn Feng Industrial Tools Co., Ltd.
Designated Purpose of Opinion: For use solely by Jenn Feng Industrial Tools Co., Ltd. in relation to the 2026 Private Placement.
Report Type: Opinion on the Necessity and Reasonableness of Private Placement

Evaluator: Taishin Securities Co., Ltd.

Representative: Chen Chun-Hung

(This opinion letter is provided solely as a reference for the resolution of the Board of Directors and the Annual Shareholders' Meeting of Jenn Feng Industrial Tools Co., Ltd. for the 2026 private placement. It is not intended for any other use. The contents of this opinion letter are based on the financial data provided by Jenn Feng and public information disclosed by the company. The evaluator does not assume any legal responsibility for potential changes to this opinion due to alterations in circumstances or other factors.)

Date: April 2026

Jenn Feng Industrial Tools Co., Ltd. (hereinafter referred to as "Jenn Feng" or "the Company") intends to strengthen its working capital, improve its financial structure, and fulfill its capital requirements for future development. To ensure the timeliness and convenience of capital raising, the Company plans to conduct a private placement of securities in accordance with the provisions of the Securities and Exchange Act and the Directions for Public Companies Conducting Private Placements of Securities. Pursuant to Article 43-6 of the Securities and Exchange Act, the Company intends to submit the proposal to its Board of Directors for discussion on May 12, 2026, and subsequently present the matter at its Annual General Shareholders' Meeting on June 29, 2026. The Company plans to conduct the private placement—either by issuing preferred shares, secured convertible corporate bonds, or a combination of both—within a limit of 30,000,000 shares, in two offerings within one year of the resolution date.

The Company has currently issued 32,300,000 common shares, including 24,033,643 shares issued through private placement. Given that this new private placement may be fully issued or converted, it remains uncertain whether the new investors will obtain board seats or trigger another significant change in control. Pursuant to Article 4, Paragraph 3 of the Directions for Public Companies Conducting Private Placements of Securities, if a major change in control occurs within one year before the board resolution to conduct a private placement and up to one year after the securities are delivered, the Company is required to engage a securities underwriter to issue an evaluation opinion on the necessity and reasonableness of the private placement, and include such opinion in the meeting notice for the shareholders' meeting as a reference for shareholders' voting decisions. Underwriter's Valuation Explanation:

I. Company Overview

Jenn Feng Industrial Tools Co., Ltd. (stock code: 1538), formerly known as Jenn Feng New Energy Co., Ltd., was established in 1975 and officially changed its name in November 2020. The Company is engaged in the manufacturing and sale of power tools and automotive lighting equipment. In the past, Jenn Feng primarily served as an OEM manufacturer for internationally renowned power tool brands and also cooperated with leading global companies in the industry through technical partnerships. Currently, the Company’s main product categories fall into three groups: (1) Lighting products, including LED work lights, trailer lamps for vehicles, and LED automotive headlights; (2) Power tools, such as 18V brushless motor lithium battery drills, 18V high-torque brushless motor impact wrenches, and 18V brushless motor lithium battery multifunctional angle grinders; (3) Gardening tools, including waterwheel-style and PVC-type aeration pumps, water pumps, and blowers. Looking ahead, the Company intends to focus on lean cost production, including the standardization and generalization of components to increase inventory turnover, shifting production to its subsidiaries, and continuously reviewing and improving production processes to lower costs. It also seeks to establish partnerships with OEM manufacturers to reduce production line burdens. Furthermore, by integrating core technologies, the Company aims to attract both new and existing clients, enhance technological integration, expand the scope of product applications, and strengthen its competitive edge. This will be complemented by strategic procurement adjustments and active inventory reduction.

In the future, the Company will continue to enhance the performance of its existing electric hand tools and expand the application of related technologies, in order to reinforce customer purchases of both current and newly developed products. It will further strengthen the design capabilities of brushless motor products, controllers, and firmware/hardware systems. By leveraging its unique advantage of possessing expertise in all three areas—either individually or in integrated form—the Company distinguishes itself from other market players that typically lack end-to-end integration capabilities. Additionally, the Company will review and optimize its production processes by eliminating non-value-added operations, integrating or streamlining workflows, adopting common-mold production to reduce tooling costs, standardizing and generalizing material components, and consolidating small-volume orders for centralized manufacturing. These measures aim to lower unit production costs, increase sales revenue, and improve product gross margins.

In summary, the Company continues to improve its operational structure and enhance its competitiveness. It therefore plans to raise capital through private placement to strengthen its working capital, improve its financial structure, and fulfill funding needs in response to its future development strategies.

Individual Balance Sheet

(Prepared in accordance with International Financial Reporting Standards)

Unit: NT$ thousands

Item	Financial Data for the Past Three Years
	End of 2023	End of 2024	End of 2025
Current Assets	258,832	186,223	67,316
Property, Plant and Equipment	44,900	48,133	72,588
Other Assets	574,659	634,844	650,974
Total Assets	878,391	869,200	790,878
Current Liabilities	648,344	668,504	642,245
Non-current Liabilities	12,409	12,309	10,411
Total Liabilities	660,753	680,813	652,656
Equity Attributable to Owners of the Parent	217,638	188,387	138,222
Share Capital	538,390	323,000	323,000
Capital Surplus	66	66	66
Retained Earnings	(252,947)	(88,779)	(138,784)
Other Equity	(67,871)	(45,900)	(46,060)
Treasury Shares	-	-	-
Total Equity	217,638	188,387	138,222

Source: Standalone financial statements audited by certified public accountants for each respective year.

Individual Statement of Comprehensive Income

(Prepared in accordance with International Financial Reporting Standards)

Unit: NT$ thousands

Item	Financial Data for the Past Three Years
	2023	2024	2025
Operating Revenue	190,947	109,762	111,820
Gross Profit	9,525	8,346	19,615
Operating Income (Loss)	(49,793)	(45,762)	(41,696)
Non-operating Income and Expenses	21,544	(9,106)	(9,697)
Income Before Tax	(28,249)	(54,868)	(51,393)
Net Profit (Loss) from Continuing Operations	(28,249)	(54,868)	(51,393)
Net Profit (Loss) for the Period	(28,249)	(54,868)	(51,393)
Other Comprehensive Income (After Tax)	(8,465)	25,617	1,288
Total Comprehensive Income for the Period	(36,714)	(29,251)	(50,165)
Earnings Per Share (NT$)	(1.01)	(1.70)	(1.59)

Source: Standalone financial statements audited by certified public accountants for each respective year.

Consolidated Balance Sheet

(Prepared in accordance with International Financial Reporting Standards)

Unit: NT$ thousands

Item	Financial Data for the Past Three Years
	End of 2023	End of 2024	End of 2025
Current Assets	258,382	191,447	115,223
Property, Plant and Equipment	51,831	55,965	79,858
Other Assets	20,035	24,492	61,602
Total Assets	330,248	271,904	256,683
Current Liabilities	100,201	71,074	92,984
Non-current Liabilities	12,409	12,443	24,765
Total Liabilities	112,610	83,517	117,749
Equity Attributable to Owners of the Parent	217,638	188,387	138,222
Share Capital	538,390	323,000	323,000
Capital Surplus	66	66	66
Retained Earnings	(252,947)	(88,779)	(138,784)
Other Equity	(67,871)	(45,900)	(46,060)
Treasury Shares	-	-	-
Non-controlling interests	-	-	712
Total Equity	217,638	188,387	138,934

Source: Consolidated financial statements audited by certified public accountants for each respective year.

Consolidated Statement of Comprehensive Income

(Prepared in accordance with International Financial Reporting Standards)

Unit: NT$ thousands

Item	Financial Data for the Past Three Years
	2023	2024	2025
Operating Revenue	194,406	112,684	114,826
Gross Profit	17,236	9,301	26,478
Operating Income (Loss)	(54,838)	(54,965)	(51,107)
Non-operating Income and Expenses	26,967	1,550	(9)
Income Before Tax	(27,871)	(53,415)	(51,116)
Net Profit (Loss) from Continuing Operations	(28,249)	(54,868)	(51,394)
Net Profit (Loss) for the Period	(28,249)	(54,868)	(51,394)
Other Comprehensive Income (After Tax)	(8,465)	25,617	1,228
Total Comprehensive Income for the Period	(36,714)	(29,251)	(50,166)
Net Profit Attributable to Owners of the Parent	(28,249)	(54,868)	(51,393)
Total Comprehensive Income Attributable to Owners of the Parent	(36,714)	(29,251)	(50,165)
Earnings Per Share (NT$)	(1.01)	(1.70)	(1.59)

Source: Consolidated financial statements audited by certified public accountants for each respective year.

II. Details of the Current Private Placement Plan

The Company has experienced consecutive losses over the past three years and carried out a capital reduction in 2024 to offset these losses, with a reduction ratio of approximately 40.01%. In order to enrich working capital, improve its financial structure, or address other capital needs for future development, the Company plans to conduct a private placement of securities in accordance with Article 43-6 of the Securities and Exchange Act. The private placement will be within a limit of 30,000,000 shares, either by issuing preferred shares, secured convertible corporate bonds, or a combination of both, in two offerings within one year of the resolution date.

According to the proposal scheduled for resolution at the Board of Directors meeting on May 12, 2026, the issue price of the private placement of preferred shares or secured convertible bonds will be set at no less than 80% of the reference price. The actual pricing date and final issue price will be determined by the Board of Directors within the range approved at the shareholders' meeting, based on future negotiations with specific investors. Furthermore, the preferred shares will be issued without a maturity date, while the secured convertible corporate bonds will have a maturity period of 7 to 10 years. Both instruments will be subject to a conversion lock-up period, with conversion permitted only after five years from the date of issuance.

III. Valuation of the Necessity and Reasonableness of the Current Private Placement Plan

Jenn Feng Industrial Tools Co., Ltd. intends to raise funds through a private placement of either preferred shares or secured convertible corporate bonds. The proceeds from each tranche are to be used to replenish working capital, improve the Company's financial structure, or meet other capital needs for future development. The expected outcome is to strengthen the Company's competitiveness, enhance operational efficiency, support long-term development, and increase overall shareholder equity. The total issuance is capped at 30,000,000 shares, and the proposal will be submitted for resolution at the Annual Shareholders' Meeting on June 29, 2026, after which the Board of Directors will be authorized to proceed. Below is an explanation of the necessity and reasonableness of conducting this private placement:

(I) Valuation of Necessity of the Private Placement

The Company’s consolidated financial reports for the past three fiscal years are summarized as follows:

Unit: NT$ thousands

Fiscal Year Item	2023	2024	2025
Operating Revenue	194,406	112,684	114,826
Gross Profit	17,236	9,301	26,478
Operating Income (Loss)	(54,838)	(54,965)	(51,107)
Income (Loss) Before Tax	(27,871)	(53,415)	(51,116)
Retained Earnings	(252,947)	(88,779)	(138,784)

Source: Consolidated financial statements audited by certified public accountants for each respective year.

The Company has recorded continuous losses for the past three years, with retained earnings of NT$ (252,947) thousand, (88,779) thousand, and (138,784) thousand for 2023 through Fiscal Year 2025, respectively. In 2024, the Company conducted a capital reduction with a reduction ratio of approximately 40.01% to offset accumulated losses. In addition to its ongoing focus on the design and manufacturing of high-quality electric tools, brushless motors, LED lighting, and automotive lamps, the Company also plans to continue investing in the development of new energy technologies—capitalizing on the global consensus and trend toward energy transition. However, this diversification strategy requires significant funding, which has placed pressure on the Company’s profitability. The Company still requires external funding and time for its performance to gain traction. Given its current financial condition, a public offering of new shares would likely struggle to attract investor interest. Considering the relatively faster and more convenient process of private placement, which also incurs lower issuance costs, private placement is deemed more suitable for the Company’s operational plans in 2026.

In conclusion, to support the Company’s long-term operational development and considering the efficiency and expediency of raising capital through private placement, this funding method is deemed necessary.

(II) Valuation of the Reasonableness of the Private Placement

Jenn Feng Industrial Tools Co., Ltd. is expected to pass a resolution approving the private placement at its Annual Shareholders’ Meeting on June 29, 2026. In accordance with Article 43-6, Paragraph 6 of the Securities and Exchange Act, the relevant details of the private placement will be included in the meeting notice, and no material irregularities have been identified.

The purpose of the fundraising through this private placement is to replenish working capital, improve the financial structure, and meet the Company's funding needs for future development. The anticipated benefits include strengthening the Company's competitiveness, enhancing operational efficiency, supporting long-term development, and increasing overall shareholder equity. In addition to securing long-term and stable capital, private placement offers certain advantages over public offerings. While private securities are subject to a three-year transfer restriction period, preferred shares and convertible corporate bonds are common instruments in the private placement market and are generally well accepted by investors.

In summary, based on the provisions of the "Directions for Public Companies Conducting Private Placements of Securities," the underwriter believes that Jenn Feng's proposed private placement is both necessary and reasonable.

IV. Assessment of Subscribers and Impact of Significant Changes in Control

(I) Valuation of Subscriber Selection, Feasibility, and Necessity

Subscriber Selection

The subscribers of the Company's private placement of common shares will be determined in accordance with Article 43-6 of the Securities and Exchange Act and the FSC's Letter Jin-Guan-Zheng-Fa-Zi No. 1120383220 issued on September 12, 2023. The Company currently intends to prioritize individuals who are well-acquainted with its operations and capable of contributing to future growth. Among the intended subscribers are internal personnel, including directors and major shareholders. Final determination of the subscribers will be made in accordance with applicable regulations after selection, and thus the selection approach is deemed appropriate.

Feasibility and Necessity of Subscriber Participation

The primary objective of this private placement is to improve the Company's financial structure, expand operational scale effectively, and ensure the Company's sustainable development, thereby safeguarding the interests of both employees and shareholders. The consultation and engagement with potential subscribers for this private placement is therefore considered both feasible and necessary.

(II) Review of Changes in Control Within One Year Prior to the Board's Private Placement Resolution

Based on internal records and inquiries on the Market Observation Post System, there were no changes in directors within one year prior to this Board's resolution on the private placement.

(III) Assessment of Whether the Introduction of Specific Investors Through the Private Placement Will Result in a Significant Change in Control

The proposed private placement of common equity securities is expected to take place after the 2026 Annual Shareholders’ Meeting. As of now, no subscribers have been confirmed. Therefore, it remains uncertain whether the introduction of strategic investors may result in their acquiring a sufficient number of board seats to influence management control. However, all targeted subscribers will be selected in accordance with Article 43-6 of the Securities and Exchange Act and the FSC’s Letter Jin-Guan-Zheng-Fa-Zi No. 1120383220 dated September 12, 2023. The Company intends to prioritize individuals with a deep understanding of its operations and the ability to support its long-term development. Prospective subscribers also include internal personnel such as current directors and major shareholders. Final selection will be carried out in accordance with relevant regulations after completion of negotiations.

Considering that the Company currently has issued 32,300,000 common shares (including 24,033,643 shares from the private placement), and given that the private placement is planned within a limit of 30,000,000 shares, either by issuing preferred shares, secured convertible corporate bonds, or a combination of both, the Company expects that, if the maximum number of shares is fully issued or converted, there is a possibility that the subscribers may obtain seats on the company's board of directors, which could result in a significant change in management rights. However, as there are no specific investors confirmed at this time, whether the private placement will cause a major change in management rights after introducing specific investors remains uncertain.

(IV) Impact of the Private Placement on the Company’s Business, Financial Status, and Shareholder Equity

Impact on Business Operations

In order to strengthen its working capital, improve its financial structure, and meet future funding needs for business development, the Company plans to raise funds through a private placement. By introducing subscribers or strategic investors who can provide direct or indirect benefits to the Company’s future operations, the Company expects to establish long-term cooperative relationships with investment partners. Collaborating with such subscribers or strategic investors is expected to enhance industry integration, technological research, quality improvement, market expansion, and joint product development. These synergies are anticipated to strengthen the Company’s overall competitiveness, thereby creating a positive effect on its business development.

Impact on Financial Position

In accordance with Article 43-6 of the Securities and Exchange Act, the Company plans to conduct a private placement of securities —within a limit of 30,000,000 shares, either by issuing preferred shares, secured convertible corporate bonds, or a combination of both, in two offerings within one year of the resolution date. The issue price of the preferred shares and the conversion price of the convertible bonds will both be set at no less than 80% of the reference price. The actual pricing date and private placement price will be authorized by the Board of Directors based on future negotiations with selected subscribers and within the bounds of the shareholders' resolution. The funds raised through this private placement will increase the proportion of shareholders' equity and strengthen the Company's financial structure. Therefore, the private placement is expected to have a positive impact on the Company's financial condition.

Impact on Shareholders' Equity

The Company plans to raise funds by conducting a private placement of preferred shares or secured convertible corporate bonds, within a limit of 30,000,000 shares, either by issuing preferred shares, secured convertible corporate bonds, or a combination of both. According to the proposal scheduled for the Board of Directors meeting on May 12, 2026, the preferred shares will have no maturity date, and the secured convertible bonds will have a maturity period of 7 to 10 years. Both can be converted only after five years from the date of issuance. If the entire quota of this private placement of securities is fully issued and converted into common shares after the lock-up period, and assuming there are no further public offerings or private placements, and the current private placement of common shares has not completed the procedures for a public offering, then the estimated total number of shares after full conversion will be the current 32,300,000 issued common shares (including 24,033,643 from the private placement) plus the 30,000,000 from this private placement. At that time, the number of listed common shares as a percentage of the total issued common shares may fall below 25%. In this case, according to Article 49, Paragraph 1, Item 15 of the "Taiwan Stock Exchange Corporation Rules Governing Securities Firms," the Taiwan Stock Exchange (TWSE) may categorize the listed securities as securities subject to altered trading methods. Furthermore, according to Article 50, Paragraph 1, Item 13 of the rules, if the company cannot meet the criteria in Paragraph 2, Item 14 of the same article within three years after the altered trading method takes effect, the TWSE shall suspend trading of its listed securities pursuant to Article 147 of the Securities and Exchange Act and report to the competent authorities for record; or the listed company may apply for delisting in accordance with Article 50-1, Paragraph 5, which may adversely affect shareholders' equity.

However, the above assumption is based on the premise that the company has not yet completed the public offering for the privately issued common shares. If the company can effectively utilize the funds raised from the private placement of securities and achieve the expected benefits as planned, resulting in an improvement in its subsequent operational situation, it is possible to increase the proportion of listed common shares to total outstanding common shares, thus meeting the regulatory requirements set by the competent authorities and the exchange for public fundraising or the completion of a public offering.

Additionally, the Company's most recent financial report, audited by certified public accountants, shows that the net worth per share is now below the par value of the stock. If the subscription price set in the future is lower than the par value, the difference between the par value and the issuance price will be debited from retained earnings under the "unappropriated earnings" account, thus increasing the company's accumulated losses. The Company will aim to compensate for this difference in subsequent years when it has profits or capital surplus, in order to maintain the integrity of its capital. Furthermore, the company anticipates that after the capital increase benefits are realized, its financial structure will improve, which will support stable and long-term development, and positively impact shareholder equity.

V. Conclusion

In summary, the Company's planned private placement of securities is aimed at addressing its long-term operational development needs. It is expected to strengthen the company's financial structure, enhance its competitiveness, and improve operational performance, all of which should have a positive impact on the company's business, finances, and overall shareholder equity. Although the Company intends to issue up to 30,000,000 shares, either through preferred shares, secured convertible corporate bonds, or a combination of both, if the entire quota of this private placement is fully issued and converted into common shares after the lock-up period, the number of listed common shares as a percentage of the total outstanding common shares may fall below 25%. This could result in a change in trading methods, a suspension of trading, or even delisting, which may negatively affect shareholder equity. However, this assumption is based on the premise that the company has not yet completed the public offering for the currently issued private placement of common shares. If the Company can effectively use the funds raised from this private placement to achieve the expected benefits, and if its subsequent operational performance improves, it may meet the regulatory requirements for public fundraising or completing a public offering. There is still the possibility of increasing the proportion of listed common shares to total outstanding common shares. After assessing the Company's private placement plan in accordance with the relevant regulations of the "Directions for Public Companies Conducting Private Placements of Securities," the securities underwriter concludes that the Company's private placement is both necessary and reasonable. However,

whether the private placement of securities will proceed ultimately depends on the shareholders’ meeting, where the management will provide a detailed explanation of the potential benefits of the private placement and engage in thorough communication with the shareholders to reach a consensus on a decision that will be in the best interest of the Company’s operational development.

Taishin Securities Co., Ltd.
Representative: Chen, Chun-Hung

Date: April 2026

Declaration of Independence

The Company was commissioned to provide an opinion on the necessity and reasonableness of Jenn Feng Industrial Tools Co., Ltd.'s 2026 private placement of preferred shares or secured convertible corporate bonds.

The Company hereby declares that it does not have the following circumstances:

I. The Company is not an investee of Jenn Feng under the equity method.
II. The Company is not an investor in Jenn Feng evaluated under the equity method.
III. The Chairman or President of the Company is not the same person as the Chairman or President of Jenn Feng, and they are not spouses or within the second degree of kinship.
IV. The Company is not a director or supervisor of Jenn Feng.
V. Jenn Feng is not a director or supervisor of the Company.
VI. Apart from the above matters, the Company does not have a related party relationship with Jenn Feng as defined under Article 18 of the "Regulations Governing the Preparation of Financial Reports by Securities Issuers."

The Company has maintained an independent stance in providing the evaluation opinion regarding the necessity and reasonableness of Jenn Feng's private placement of common stock.

Taishin Securities Co., Ltd.

Representative: Chen Chun-Hung

Date: April 2026

(This opinion is for the exclusive use of the securities underwriting opinion for the 2026 private placement of common shares by Jenn Feng Industrial Tools Co., Ltd.)

Four. Appendix

【Appendix 1】

Articles of Incorporation of Jenn Feng Industrial Tools Co., Ltd.

Article 1 The Company is incorporated in accordance with The Company Act, and has been named 正峰工業股份有限公司. (English name: JENN FENG INDUSTRIAL TOOLS CO., LTD.)

Article 2 Business activities of the Company are as follows:

I. CA02090 Metal Wire Products Manufacturing
II. CA02990 Other Metal Products Manufacturing
III. CB01010 Mechanical Equipment Manufacturing
IV. CB01990 Other Machinery Manufacturing
V. CC01010 Manufacture of Power Generation, Transmission and Distribution Machinery
VI. CC01030 Electrical Appliances and Audiovisual Electronic Products Manufacturing
VII. CD01030 Motor Vehicles and Parts Manufacturing
VIII. CH01040 Toys Manufacturing
IX. CP01010 Hand Tools Manufacturing
X. F106010 Wholesale of Hardware
XI. F113010 Wholesale of Machinery
XII. F113020 Wholesale of Electrical Appliances
XIII. F113990 Wholesale of Other Machinery and Tools
XIV. F114030 Wholesale of Motor Vehicle Parts and Motorcycle Parts, Accessories
XV. F213010 Retail Sale of Electrical Appliances
XVI. F213080 Retail Sale of Machinery and Tools
XVII. F214030 Retail Sale of Motor Vehicle Parts and Motorcycle Parts, Accessories
XVIII. F401010 International Trade
XIX. ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
XX. CB01020 Affairs Machine Manufacturing

Article 3 The Company may provide endorsements and guarantees to outside parties for business or investment-related purposes.

Article 4 The Company may only serve as limited liability shareholder in its investees; its total investments are not subject to the "40% paid-up capital" restriction imposed under Article 13 of The Company Act. Investments in Mainland China are carried out in accordance with the Company's Articles of Incorporation or relevant laws

and regulations.

Article 5 The Company is headquartered in Taoyuan City, and may establish domestic or foreign branches. All branch establishment and removal are subject to Board of Directors' approval.

Article 6 Authorized capital of the Company is set at three billion New Taiwan dollars, available in 300 million shares of NT$10 each. The Board of Directors is authorized to issue unissued common or preferred shares in multiple offerings.

The total capital mentioned in the above Paragraph shall have NT$100 million in 10 million shares reserved to accommodate issuance of employee warrants, preferred shares with embedded warrant, or corporate bonds with embedded warrant. Each share has a face value of NT$10, which the board of directors may resolve to issue in multiple offerings.

Article 6-1 The rights and obligations of the Company's preferred shares and the main conditions of issuance are as follows:

deferred payment in future surplus years.

IX. When the Company issues new shares of common shares by increment of

cash, special shareholders have the same preemptive rights for new shares as common shareholders.

Article 7 The Company's shares shall be in registered form and issued upon the signatures or seals of at least three directors, and after being duly certified by the competent authority or an issuance registration agency approved by the competent authority. When issuing new shares, the Company may either print a consolidated certificate representing all newly issued shares or forgo the printing of physical share certificates altogether.

Article 8 Transfer of share ownership shall be suspended during the following periods: within 60 days prior to the date of an annual general meeting, 30 days prior to an extraordinary shareholders' meeting, or 5 days prior to the record date for distribution of dividends, bonuses, or other benefits as determined by the Company.

Article 9 Unless otherwise provided by laws or regulations, the Company's shareholder services shall be handled in accordance with the "Regulations Governing the Administration of Shareholder Services of Public Companies."

Article 10 The Company convenes two types of shareholders' meeting: the annual shareholders' meeting and extraordinary shareholders' meetings. Annual shareholders' meetings (AGMs) are convened once a year within six months after the end of each financial year. Extraordinary shareholders' meetings may be held whenever deemed necessary, subject to compliance with the relevant laws.

When necessary, a special shareholders' meeting may be convened in accordance with the relevant laws and regulations.

The Company may convene shareholders' meetings by way of video conference or using other methods announced by the central authority.

Article 11 If a shareholder is unable to attend a shareholders' meeting in person, a proxy may

be appointed to attend on the shareholder's behalf by completing the proxy form issued by the Company and specifying the scope of authorization. The use of proxy forms shall comply with the "Regulations Governing the Use of Proxies for Attendance at Shareholders' Meetings of Public Companies" promulgated by the competent authority.

Article 12 Shareholders are entitled to one voting right for every share held, except for shares that are subject to voting restrictions outlined in the Company Act or relevant regulations.

Article 13 Except otherwise regulated by laws, a shareholders' meeting resolution is passed when more than 50% of all outstanding shares are represented in person or through proxies in the meeting, and that the motion is voted in favor by more than 50% of all voting rights represented at the meeting.

Shareholders' meetings that are convened by the board of directors shall be chaired by the Chairman; if the Chairman is absent, the Chairman shall appoint one of the directors to act on behalf; if no person of acting duty is appointed, one shall be appointed among the directors. Shareholders' meetings that are convened by other authorized parties shall be chaired by the convener; if there are two or more conveners, one shall be appointed among them to act as chairperson.

Article 14 Resolutions adopted at a shareholders' meeting shall be recorded in the meeting minutes, which shall be signed or sealed by the chairman of the meeting, and distributed to all shareholders within twenty (20) days after the meeting.

The distribution of the meeting minutes as mentioned in the preceding paragraph may be conducted by means of public announcement.

Article 15 The Company shall have seven to nine directors, including no fewer than three independent directors who are elected using the candidate nomination system during shareholders' meetings from the list of director candidates to serve a term of three years. Service may be renewed if re-elected in the following election.

Registered shares held by all directors mentioned in the preceding Paragraph shall aggregate to no less than the requirements imposed by the authority.

The Company may purchase liability insurance policies to insure its directors against claims and legal responsibilities that arise during the term of service due to the services rendered.

The Company established an Audit Committee in accordance with the law, which is composed of all independent directors. The exercise of its powers and matters to be complied with shall be executed in accordance with the relevant laws and regulations or the Company's regulations.

The Company's board of directors may establish other committees. The number of the committee members, term of office and authorities shall be set in the organizational charter of each committee.

Article 16 The Board of Directors shall be composed of directors. A Chairman shall be elected from among the directors with the attendance of at least two-thirds of the directors and with the consent of a majority of the attending directors. The Chairman shall represent the Company externally. If deemed necessary, the Board of Directors may elect a Vice Chairman from among the directors in accordance with applicable laws.

Article 17 If the Chairman is on leave or unable to exercise duties for any reason, a delegate shall be appointed in accordance with Article 208 of the Company Act.

Article 17-1 If a director is unable to attend a board meeting for any reason, a proxy shall be appointed in accordance with Article 205 of the Company Act.

Article 17-2 (Convention and Notification of Board Meetings)

The board of directors shall convene meetings at least once a quarter, and specify this requirement in the conference rules. Convention of a board meeting shall be advised to all directors with detailed agenda at least seven days in advance. However, meetings can be held in shorter notices in case of emergency. Convention of Board of Directors meetings may be advised through written correspondence, fax, or e-mail, regardless of the nature of emergency.

Article 18 The Board of Directors is authorized to refer the remuneration to the Company's Directors with reference to peer levels. Shareholders may authorize the chairman to compensate directors for assuming other concurrent duties within the Company, subject to compliance with internal policies.

Article 19 The Audit Committee of the Company is responsible for exercising the powers of supervisors as required by laws and regulations.

Article 20 The Company may appoint one President and several Vice Presidents. The appointment, dismissal, and remuneration of such personnel shall be determined in accordance with the salary ceilings stipulated in the Company's Compensation Policy.

Article 21 The Board of Directors shall prepare the following reports at the end of each financial year, and the reports shall be presented for acknowledgment during annual general meeting according to the legal procedure:

I. Business Report
II. Financial statements
III. Earnings appropriation or loss reimbursement proposals.

Article 22 If the Company reports profits for the year, such profits shall be allocated in the following proportions:

I. Employee remuneration shall be no less than 3% of the Company’s pre-tax earnings.

II. Director and supervisor remuneration shall be no more than 1.5% of the Company’s pre-tax earnings.

However, profits must first be reserved to offset any accumulated losses.

At least 20% of the employee remuneration amount specified in the preceding paragraph shall be allocated to grassroots employees.

Employee remuneration may be distributed in the form of shares or cash, subject to the resolution of the Board of Directors and reported to the shareholders’ meeting.

Article 22-1 Surpluses concluded in a given year are first subject to taxation and reimbursement of previous losses, followed by a 10% provision for statutory reserves and provision or reversal of special reserves in accordance with the Securities and Exchange Act. If there are any residual earnings in the current year, the Company shall prioritize the payment of the dividend of the preferred shares in the current year that the dividend shall be paid. The residual balance is then added to unappropriated earnings accumulated from previous years, for which the Board of Directors will propose an earnings appropriation plan and seek resolution in a shareholders' meeting before distribution. However, shareholders may resolve to adjust the earnings appropriation plan and the percentage of dividends paid in cash depending on profitability and capital availability for the year.

Cash dividends shall not be less than 10% of total dividends paid.

For any contra equity item that the Company has recognized on dividends accumulated in the previous year or on dividends incurred but unpaid in the current year due to insufficient after-tax earnings, the Company is required to make provision for special reserves for an amount equal to unappropriated earnings accumulated in the previous year, and deduct this amount before allocating dividends.

Article 23 Any matters not provided for in these Articles of Incorporation shall be governed by the Company Act and other relevant laws and regulations.

Article 24 The Articles of Incorporation was established on April 8, 1976

The 1st amendment was made on June 10, 1978

The 2nd amendment was made on October 19, 1981

The 3rd amendment was made on April 20, 1984

The 4th amendment was made on August 18, 1985
The 5th amendment was made on June 20, 1987
The 6th amendment was made on December 15, 1989
The 7th amendment was made on June 20, 1991
The 8th amendment was made on July 26, 1991
The 9th amendment was made on November 1, 1996
The 10th amendment was made on January 7, 1997
The 11th amendment was made on April 28, 1997
The 12th amendment was made on January 22, 1998
The 13th amendment was made on May 9, 1998
The 14th amendment was made on May 30, 2000
The 15th amendment was made on June 17, 2002
The 16th amendment was made on June 17, 2003
The 17th amendment was made on June 23, 2004
The 18th amendment was made on June 23, 2004
The 19th amendment was made on June 20, 2005
The 20th amendment was made on June 20, 2005
The 21st amendment was made on March 10, 2006
The 22nd amendment was made on June 14, 2006
The 23rd amendment was made on June 13, 2007
The 24th amendment was made on October 15, 2007
The 25th amendment was made on June 3, 2009
The 26th amendment was made on June 17, 2010
The 27th amendment was made on June 19, 2012
The 28th amendment was made on June 18, 2013
The 29th amendment was made on June 15, 2016
The 30th amendment was made on June 18, 2020
The 31st amendment was made on July 15, 2021
The 32nd amendment was made on June 29, 2022
The 33rd amendment was made on June 28, 2024
The 34th amendment was made on June 25, 2025

【Appendix 2】

Jenn Feng Industrial Tools Co., Ltd.

Shareholders' Meeting Rules

Article 1 Unless otherwise provided by laws or regulations, shareholders' meetings of the Company shall be conducted in accordance with the Company's regulations.

Article 2 The Company shall specify the time for shareholder registration, the location of the registration office, and other matters requiring attention in the meeting notice. The shareholder or the proxy appointed by the shareholder shall attend the shareholders' meeting with an attendance card, sign-in card, or other attendance documents. Solicitors of proxy solicitation shall also carry identification documents for verification.

Article 3 Attendance and voting at shareholders' meetings shall be based on shareholding as the unit of calculation. The number of shares present is calculated based on the attendance register or the submitted sign-in cards. Additionally, if the Company allows voting rights to be exercised in writing or electronically, those shares are included in the calculation.

Article 4 The location for convening the shareholders' meeting should be at the place of the Company's registered office or a location convenient for shareholders to attend and suitable for holding shareholders' meetings. The meeting shall not start earlier than 9 a.m. or later than 3 p.m.

Article 5 Shareholders' meetings that are convened by the board of directors shall be chaired by the Chairman. If the Chairman is on leave or unable to exercise duties for any reason, the Vice Chairman shall act on behalf. If there is no Vice Chairman, or if the Vice Chairman is also on leave or unable to exercise duties, the Chairman shall appoint an Executive Director to act on behalf. If no Executive Director is appointed, a director shall be appointed. If the Chairman does not appoint a delegate, one shall be appointed among the Executive Directors or directors. If a shareholders' meeting is convened by authorized parties other than the board of directors, the chairperson shall be the convener.

Article 6 The Company may appoint appointed lawyers, accountants, or relevant personnel to attend the shareholders' meeting.

Article 7 The company shall record or videotape the entire proceedings of the shareholders' meeting and retain the recordings for at least one year.

Article 8 When the shares represented by the attending shareholders exceed half of the Company's total issued shares, the chairman shall immediately declare the

commencement of the meeting. However, if shareholders representing more than half of the total issued shares are not present, the chairman may announce a postponement of the meeting. If the meeting time has passed and the shareholders present do not meet the above-mentioned threshold, the chairman may decide to postpone the meeting time and announce it. If, after postponing the meeting twice (the first postponement for 20 minutes and the second for 10 minutes), the shareholders present still do not meet the aforementioned threshold but represent more than one-third of the Company's total issued shares, the provisions of Article 175 of the Company Act may apply. If approved by more than half of the voting rights represented by the attending shareholders, a provisional resolution is passed. When conducting the aforementioned provisional resolution, if the shares represented by the attending shareholders have increased to exceed half of the Company's total issued shares, the chairman may submit the provisional resolution to the meeting for ratification.

Article 9 The agenda of the shareholders' meeting is determined by the Board of Directors, but it may be changed by a resolution of the shareholders' meeting.

Article 10 Shareholders who wish to speak shall first submit a speaking slip with their attendance card number, Name, and main points of the speech to the chairman, who will determine the order of speeches. When a shareholder is speaking, other shareholders may not interrupt unless they have obtained the consent of both the chairman and the speaking shareholder. The chairman shall prevent any violations.

Article 11 Shareholders are limited to speaking for five minutes each time. However, with the chairman's permission, they may extend their speech by three minutes, but only once. After a shareholder speaks, the chairman may personally respond or designate relevant personnel to reply.

Article 12 Discussion on the same proposal is limited to two speeches per shareholder.

Article 13 If a shareholder exceeds the time limit or goes beyond the scope of the agenda, the chairman may stop their speech at any time.

Article 14 During the discussion of proposals, the chairman may announce the conclusion of the discussion at an appropriate time and may declare the discussion terminated when necessary.

Article 15 Once the chairman announces the conclusion or termination of the discussion on a proposal, it shall be submitted to the general meeting for a vote.

Article 16 Shareholders are entitled to one voting right for every share held, except for shares that are subject to voting restrictions outlined in the Company Act or relevant regulations.

The proposal is approved by more than half of the voting rights represented by the attending shareholders. During the resolution, if the chairman consults the attending shareholders and there are no objections, it is deemed passed with the same effect as a vote.

Article 17 When a corporate entity is entrusted to attend a shareholders' meeting, the entity may appoint only one representative to attend. When a corporate shareholder appoints more than one representative to attend a shareholders' meeting, only one person is allowed to speak on the same proposal.

Article 18 The scrutineers and vote counters for voting on proposals shall be appointed by the chairman, but the scrutineers must be shareholders. The results of the voting shall be reported on the spot and recorded.

Article 19 During the meeting, the chairman may decide on a break time as needed. In case of force majeure events, the meeting will be temporarily suspended, and the chairman shall decide on the manner of resumption.

Article 20 The chairman may direct marshals (or collateral and safeguards personnel) to assist in maintaining order at the venue. Marshals (or collateral and safeguards personnel) assisting with order maintenance should wear armbands labeled "Marshal" while on duty.

Article 21 These Procedures shall take effect upon approval by the shareholders' meeting. The same procedures shall apply to any amendments.

【Appendix 3】

Jenn Feng Industrial Tools Co., Ltd.

Shareholding of all Directors

I. The current (11th) Board of Directors holds the following number of shares and meets the statutory requirements:

Total outstanding common shares of the Company 32,300,000 shares

Minimum number of shares required from all directors 2,584,000 shares

II. As of April 30, 2026, the record date for share transfer suspension prior to the 2026 Annual General Meeting, the number of shares held by all directors is shown in the table below:

Position	Name	No. of shares held	Shareholding percentage (%)
Chairman	Enriched Partner Co., Ltd.
Representative: Chen,Yung-Lun	17,674,944	54.72
Director	Enriched Partner Co., Ltd.
Representative: Leng,Shao-Kang
Director	Enriched Partner Co., Ltd.
Representative: Cheng,Hsiang-Jen
Director	Enriched Partner Co., Ltd.
Representative: Yeh,Ming
Independent Director	Lin,Chi-Chun	0	0.00
Independent Director	Li,Chao-Hsien	0	0.00
Independent Director	Wang,Tsao-Cheng-Hsiung	0	0.00
Independent Director	Chien,Fu-Chuan	0	0.00
Total directors' shareholding		17,674,944	54.72

Thank you for attending the shareholders' meeting!

We welcome your comments and suggestions at any time!

MEMO

AI assistant

JF — AGM Information 2026

51860_rns_2026-05-29_c5d9f207-f22e-4cd1-bcaf-f3c823783bb9.pdf

2026 Annual Shareholders' Meeting

Conference Handbook

Content

Three. Attachments

Four. Appendix

Management Presentation (Company Reports)

First Proposal

Second Proposal

Third Proposal

Fourth Proposal

Acknowledgments

Discussions

Jenn Feng Industrial Tools Co., Ltd. Business Report

I. 2025 Business Results

II. Summary of business plan

(I) Operational guidelines:

正峰工業股份有限公司

審計委員會審查報告書

Execution of Capital Reduction and Sound Business Plan

Independent Auditors' Report

Audit opinion

Basis for opinion

Key audit matters

Responsibilities of the management and governance body to the consolidated financial statements

Auditors' responsibilities for the audit of the consolidated financial statements

Jenn Feng Industrial Tools Co., Ltd. and Subsidiaries

Consolidated Statements of Comprehensive Income

For the Years Ended December 31, 2025 and 2024

Jenn Feng Industrial Tools Co., Ltd. and Subsidiaries

Consolidated Statements of Changes in Equity

Jenn Feng Industrial Tools Co., Ltd. and Subsidiaries

Consolidated Statements of Cash Flows

For the Years Ended December 31, 2025 and 2024

Independent Auditors' Report

Audit opinion

Basis for opinion

Key audit matters

Responsibilities of the management and governance body to the standalone financial statements

Auditors' responsibilities for the audit of the standalone financial statements

Jenn Feng Industrial Tools Co., Ltd.

Statements of Comprehensive Income

Jenn Feng Industrial Tools Co., Ltd.

Statement of Loss Appropriation

Fiscal Year 2025

Terms and Conditions for the Issuance of Secured Convertible Bonds through a Private Placement and the Conversion thereof (tentative)

Individual Balance Sheet

Individual Statement of Comprehensive Income

Consolidated Balance Sheet

Consolidated Statement of Comprehensive Income

Declaration of Independence

Jenn Feng Industrial Tools Co., Ltd.

Shareholders' Meeting Rules

Jenn Feng Industrial Tools Co., Ltd.

Shareholding of all Directors

More from JF

JF AGM Information 2026