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Lang AGM Information 2026

May 26, 2026

52516_rns_2026-05-26_f5269d4d-a3ce-438b-8bba-8d5fe9282505.pdf

AGM Information

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Stock Code: 6165

Lang Inc.

2026 General Shareholders’ Meeting

Meeting Handbook

Date and Time: June 18, 2026 9:00 A.M.

Location: (Conference Room 222) 2F., No. 1, Wuquan Rd., Wugu Industrial Park, New Taipei City


Table of Contents

One. Meeting Procedure ... 1
Two. Meeting Agenda ... 2
I. Report Items ... 3
II. Ratifications ... 6
III. Discussions ... 8
IV. Elections ... 10
V. Other Matters ... 11
VI. Extraordinary Motion ... 13

Three. Attachments:
I. Business Report ... 14
II. Audit Committee Report ... 19
III. 2024 Domestic Private Placement of Domestic Secured Convertible Corporate Bonds Execution Status ... 20
IV. Report on Status of Repurchase of the Company’s Shares ... 23
V. 2025 Director Performance Evaluation Result ... 25
VI. 2025 Distribution of Remuneration of Directors ... 28
VII. Independent Auditor’s Report and Financial Statements ... 30
VIII. Matters to be Explained for Private Placement of Common Shares and Domestic Secured Convertible Corporate Bonds ... 46
IX. Regulations Governing Issuance and Conversion of Private Placement of Domestic Secured Convertible Corporate Bonds (Draft) ... 50
X. Directors and Independent Directors Candidates List ... 59

Four. Appendix:
I. Rules of Procedure for Shareholders Meetings ... 61
II. Procedures for Election of Directors ... 72
III. Articles of Incorporation ... 74
IV. List of Shareholder’s Shareholdings ... 82


One. Meeting Procedure

Lang Inc.

2026 Annual General Shareholders’ Meeting Procedure

Convention Method: Physical Convention of Shareholders’ Meeting

Date and Time: June 18, 2026 (Thursday) 9:00 A.M.

Location: 2F., No. 1, Wuquan Rd., Wugu Industrial Park, New Taipei City (Conference Room 222)

I. Report on Number of Shares Represented by Attending Shareholders
II. Call the Meeting to Order
III. Chairperson’s Remarks
IV. Report Items
V. Ratifications
VI. Discussions
VII. Elections
VIII. Other Matters
IX. Extraordinary Motion
X. Adjournment

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Two. Meeting Agenda

Lang Inc.
2026 Annual General Shareholders’ Meeting Agenda

I. Chairperson’s Remarks

II. Reports
(I) 2025 Business Report of the Company.
(II) Audit Committee’s Review Report on 2025 Financial Statements of the Company.
(III) Report on the implementation of the Company’s private placements for 2024 and 2025.
(IV) Report on the execution of the Company’s treasury shares buyback.
(V) Report on the Company’s 2025 distribution of earnings as cash dividends.
(VI) Report on distribution of 2025 remunerations of directors and employees of the Company.
(VII) Report on the Company's 2025 director performance evaluation and remuneration payment.

III. Ratifications
(I) The Company’s 2025 business report and financial statements.
(II) Motion for the Company's 2025 earnings distribution.
(III) Amendments to the funding plan for Lang Inc.'s Third Domestic Private Placement of Secured Convertible Corporate Bonds.

IV. Discussion
(I) The Company’s proposal for 2026 private placement of common shares and domestic secured convertible corporate bonds.
(II) Liquidation of JYE TAI ELECTRONICS LIMITED and JYE TAI PRECISION INDUSTRIAL (B.V.I.) CO., LTD.

V. Elections
(I) The election of all the Company’s directors (including independent directors).

VI. Other Matters
(I) Proposal to lift the non-competition restrictions on newly elected directors and their representatives.

VII. Extraordinary Motion

VIII. Adjournment

2


3

Report Items

Proposal 1

Proposal: The Company’s 2025 Business Report, submitted for review.

Explanation: Please refer to Attachment 1 (pages 14~18) of this Handbook for the Company’s 2025 Business Report.

Proposal 2

Proposal: Audit Committee’s Review Report on the 2025 Financial Statements, submitted for review.

Explanation: Please refer to Attachment 2 (page 19) of this Handbook for the Company’s 2025 Audit Committee’s Review Report.

Proposal 3

Proposal: Report on the implementation of the Company’s private placement for 2024 and 2025.

Description:

I. The Company, at the Annual General Meeting on June 25, 2024, resolved to Approved the proposal for the 2024 private placement of common shares and domestic secured convertible corporate bonds, of which the amount raised from the private placement of domestic secured convertible corporate bonds was NT$300,000,000, which was fully raised on October 30, 2024, with an issuance period from November 13, 2024 to November 13, 2027, and a delivery date of November 13, 2024.

II. The aforementioned privately placed domestic secured convertible corporate bonds have exercised the redemption right in accordance with Article 17, Paragraph 1 of the Regulations Governing Issuance and Conversion, and were retrieved and cancelled on April 1, 2026.

III. In accordance with the “Directions for Public Companies Conducting Private Placements of Securities,” please refer to Attachment 3 of this Handbook (pages 20~22) for the implementation status of the 2024 private placement of domestic secured convertible corporate bonds.

IV. In addition, the Company, at the Annual General Meeting on June 20, 2025, Approved the proposal for the 2025 private placement of common shares and domestic secured convertible corporate bonds. The one-year handling period will expire on June 19, 2026. As the relevant plan is still under planning, it could not be completed and implemented. The Board of Directors, by resolution on March 12, 2026, Approved cessation of the implementation.

Proposal 4

Proposal: Report on the implementation status of the Company's treasury share repurchase, submitted for review.

Description:

I. To incentivize employees and enhance employee cohesion, the Company, on November 6, 2025, November 21, 2025, and January 2, 2026, Approved through


resolutions of the Board of Directors the repurchase of shares for transfer to employees.

II. Please refer to Attachment 4 of this Handbook (page 23) for the actual implementation status of the Company's share repurchase.

Proposal 5

Proposal: Report on the Company’s 2025 Distribution of Earnings in Cash Dividends, submitted for review.

Description:

I. According to Article 27 of the Articles of Incorporation, if the Company distributes dividends and bonuses or all or part of the legal reserve and additional paid-in capital in cash, the board of directors is authorized to handle it with the presence of more than two-thirds of the directors and the consent of more than half of the directors present, which should be reported to the shareholders' meeting afterwards.

II. From the 2025 distributable earnings, shareholders' dividends of NT$367,928,115 are appropriated for distribution as cash dividends. Based on the Company's outstanding shares of 73,585,623 shares as of March 11, 2026 (total issued shares of 77,752,623 shares less treasury shares of 4,167,000 shares), the cash dividend is NT$5 per share. Cash dividends shall be distributed down to the nearest dollar, with fractional amounts below one dollar discarded, and the aggregate of such fractional amounts shall be included in the Company's other income.

III. The Chairman is authorized to separately determine the ex-dividend record date, distribution date, and other related matters for this proposal.

IV. If the number of outstanding shares is affected by changes in the laws and regulations, adjustments by the competent authorities, or changes in the common stock capital of the Company, resulting in a change in the dividend payout ratio, the Chairman, according to the resolution of the Board of Directors, is authorized to make adjustment pursuant to the Company Act or related laws and regulations.

Proposal 6

Proposal: Report on distribution of 2025 remuneration of directors and employees of the Company, submitted for review.

Description: The Company's net profit before tax for the current period in 2025 was NT$318,370,738 (net profit before recognition of directors' remuneration and employees' remuneration). In accordance with Article 27 of the Company's Articles of Incorporation, directors' remuneration of NT$3,732,585 (1.17% of profit) and employees' remuneration of NT$6,367,415 (2% of profit) are appropriated, including rank-and-file employees' remuneration of NT$63,674 (1% of the aforesaid appropriated employees' remuneration), all to be paid in cash.

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5

Proposal 7

Proposal: Report on the Company's 2025 director performance evaluation and remuneration payment, submitted for review.

Description:

I. In accordance with the Company's “Regulations Governing Performance Evaluation of the Board of Directors,” the Board of Directors shall conduct performance evaluation of the Board of Directors every year. For the Company's 2025 performance evaluation of the overall Board of Directors, individual director members, and functional committees, the directors were mostly in strong agreement with the operation of each evaluation indicator, and the overall operation of the Board of Directors and each functional committee was evaluated as sound, meeting the requirements of corporate governance and effectively enhancing the functions of the Board of Directors. Please refer to Attachment 5 of this Handbook (pages 25~27) for the 2025 director performance evaluation results.

II. The remuneration payment policy, system, standards, and structure for the Company's general directors and independent directors are based on the provisions of the Company's Articles of Incorporation. The remuneration of directors for the performance of duties is authorized by the Board of Directors, based on the evaluation of the Remuneration Committee, the degree of participation in the Company's operations and the value of contributions, and with reference to domestic and foreign industry standards. In addition, the Articles of Incorporation expressly stipulate that directors' remuneration shall not exceed $3\%$ of annual profit. Please refer to Attachment 6 of this Handbook (page 28) for the 2025 remuneration payment status of directors.


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Ratifications

Proposal 1

Proposal: The Company’s 2025 Business Report and Financial Statements, submitted for ratification.
[Proposed by the Board of Director]

Description:

I. The Company's 2025 Business Report, Consolidated Financial Statements, and Parent Company Only Financial Statements have been consented to by the Audit Committee and Approved by resolution of the Board of Directors, among which the Consolidated Financial Statements and Parent Company Only Financial Statements have been audited and certified by CPAs Chi, Meng-Chun and Yang, Shu-Chih of KPMG, who issued an unqualified audit report.

II. Please refer to Attachment 1 of this Handbook (pages 14~18) and Attachment 7 (pages 30~45) for the 2025 Business Report, Independent Auditors' Report, and Financial Statements.

Resolution:

Proposal 2

Proposal: The Company’s 2025 earnings distribution proposal, submitted for ratification. [Proposed by the Board of Director]

Description: The Company's 2025 earnings distribution proposal has been approved by the Audit Committee and ratified through resolution by the Board of Directors. Please refer to the Earnings Distribution Table in the following:

Lang Inc.

Earnings Distribution Table
2025

Unit: NTD
Item Amount Notes
Unappropriated retained earnings for the last year 127,200,602
Add: Net income for the period 308,270,765
Less: Statutory reserve (30,827,077)
Current distributable earnings 404,644,290
Less: Dividends to shareholders - cash (367,928,115) Cash dividends at NT$5 per share
Undistributed earnings at the end of the period 36,716,175

Chairman: Wang, Yi-Heng
Manager: Wang, Yi-Heng
Accounting Officer: Chen, Hua-Tze

Resolution:

Proposal 3


Proposal: Amendment to the capital utilization plan for the Company's “Third Domestic Private Placement of Secured Convertible Corporate Bonds,” submitted for ratification. [Proposed by the Board of Director]

Description:

I. The Company issued the “Third Domestic Private Placement of Secured Convertible Corporate Bonds” (hereinafter referred to as the privately placed convertible bonds in this issuance), with a total amount raised of NT$300 million. The original capital utilization plan was to use the entire amount for reinvestment in expansion of medical aesthetics channels and biotechnology medical business, and it was scheduled to be fully utilized before Q1 2028. As of the present, the actual amount utilized is NT$50 million, and the unutilized amount is NT$250 million.

II. The original plan was to expand 7 clinics, and at present 2 clinics have been established. However, due to increasingly intense competition in the medical aesthetics market in recent years, rapid changes in the overall operating environment, and 2025 revenue and profit performance falling short of the original expected targets, after prudent assessment, the Company's operating strategy has been adjusted from an active growth orientation to steady advancement, in order to reduce investment risk and retain flexibility in capital allocation. Therefore, it is proposed to temporarily suspend the subsequent medical aesthetics channel expansion plan, and to change the use of the unutilized raised funds of NT$250 million to repayment of the principal of the privately placed convertible bonds in this issuance, in order to reduce the debt ratio and optimize the financial structure.

III. The amount of change to this capital utilization plan is NT$250 million, accounting for 83.33% of the total amount raised of NT$300 million in that issuance, and constitutes a material change.

Resolution:


Discussions

Proposal 1

Proposal: The Company plans to conduct the 2026 private placement of common shares and domestic secured convertible bonds, submitted for discussion. [Proposed by the Board]

Description:

I. To enhance its working capital, repay loans, make reinvestments, or other needs for corporate long-term working capital, the Company plans to raise funds through a private placement after evaluating the capital market conditions, speed, and timeliness of fundraising.

(I) The main contents of the cash capital increase through the issuance of common shares are as follows:

  1. Total number of privately placed shares: proposed issuance shall be limited to 20,000,000 shares.
  2. Par value per share: NT$10.
  3. Total amount of private placement: to be determined based on the issue price and the actual number of shares issued.

(II) The main contents of issuing domestic secured convertible bonds are as follows:

  1. Total number of privately placed bonds: proposed issuance shall be limited to 3,000 bonds.
  2. Par value: NT$100,000 per bond.
  3. Total amount of private placement: limited to NT$300,000,000.

For the preceding two privately placed securities, it is proposed to raise funds from specified persons in two tranches within one year from the date of the shareholders' meeting resolution on June 18, 2026, depending on the actual needs of corporate management.

II. According to Paragraph 6 of Article 43-6 of the Securities and Exchange Act, for the matters required to be planned for the private placement, please refer to Attachment 8 (pages 46~49) and Attachment 9 (pages 50~58) of this Handbook.

III. Where the private placement by installments is not expected to be carried out within the prescribed period, or there are no further plans for private placement by installments within the remaining period, and the original scheme is still feasible, the share payments or payments for private securities shall be deemed as received in full.

IV. The main contents of this private placement of common shares and domestic secured convertible bonds, include pricing percentage, actual issuance terms, conversion procedures, issue price, actual conversion price per share, guarantee conditions, number of shares issued, total amount raised, planned projects, fund utilization progress, potential benefits, and other matters not specified. The Board of Directors will gain authorization from the Shareholders' Meeting to adjust, formulate, and execute these matters based on market conditions within the scope authorized by the Shareholders' Meeting. In the event of any future amendments made by competent authorities or modifications based on operational assessments or objective changes in

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the environment, it is proposed to seek authorization from the Shareholders' Meeting for the Board of Directors to handle with full authority in accordance with prevailing market conditions and legal regulations.

V. To facilitate the private placement of securities, it is proposed to seek authorization from the Shareholders' Meeting for the Chairman to represent the Company in signing and negotiating all contracts and documents related to the private placement plan on behalf of the Company, as well as handling all necessary matters pertaining to the private placement plan.

VI. For the private placement of common stocks no more than 20,000,000 shares and private placement of domestic secured convertible corporate bonds no more than NT$300 million, the selection of the placee aims to benefit the Company's future operations, directly or indirectly, as the first priority. The Company evaluated that the introduction of the strategic investors would not cause significant changes in the right of management.

Resolution:

Proposal 2

Proposal: Liquidation proposal for JYE TAI ELECTRONICS LIMITED and JYE TAI PRECISION INDUSTRIAL (B.V.I.) CO., LTD, submitted for deliberation. [Proposed by the Board of Director]

Description:

I. Wuhu Jietai Precision Industry Limited Company completed the equity transfer on January 12, 2026. Its upper-tier holding companies, JYE TAI ELECTRONICS LIMITED (abbreviated as JTE) and JYE TAI PRECISION INDUSTRIAL (B.V.I.) CO., LTD (abbreviated as JT-BVI), no longer have substantive operating functions, but still need to bear maintenance costs such as management consulting and tax filing.

II. As of March 31, 2026, the net worth of the BVI company was USD 780,236, and the net worth of JTE company was HKD 5,569,199. To simplify the Group structure and reduce management costs, it is proposed to proceed with liquidation and dissolution.

III. This proposal is the overall plan for liquidation of the two holding companies, and it is proposed to authorize the Chairman to handle equity liquidation, dissolution, and other necessary matters, so as to ensure corporate governance and regulatory compliance.

IV. In accordance with the Company's undertakings for application for change of listing from TPEx listing to TWSE listing, this proposal shall be Approved by the Board of Directors and submitted to the most recent Annual General Meeting for approval by special resolution.

Resolution:

9


10

Elections

Proposal 1

The election of all the Company’s directors (including independent directors) is hereby proposed to be planned. [Proposed by the Board of Director]

Description:

I. The term of office of the 16th Term directors of the Company will expire on June 6, 2026, and a comprehensive re-election is proposed to be conducted at the 2026 Annual General Meeting in accordance with the law.

II. In accordance with Article 16 of the Company's Articles of Incorporation, the 17th Term shall elect seven directors (including four independent directors), under the candidate nomination system, to be elected by the Annual General Meeting from the list of candidates. The newly elected directors and independent directors shall assume office from the date of election, for a term of three years, from June 18, 2026 to June 17, 2029.

III. Please refer to Attachment 10 of this Handbook (page 59~60) for the list of candidates for the 17th Term directors (including independent directors) and related information including education, experience, and shareholdings.

IV. The present election is executed in accordance with the “Rules Governing the Election of Directors” of the Company. Please refer to Appendix 2 of this Handbook for details (pages 72~73).

Election Result:


11

Other Matters

Proposal 1

Proposal: Proposal for lifting the non-competition restrictions on the newly elected directors and their representatives, submitted for review. [Proposed by the Board of Directors]

Description: I. According to Article 209 of the Company Act, a director who does anything for himself or on behalf of another person that is within the scope of the Company's business shall explain to the Annual General Meeting the essential contents of such act and secure its approval.

II. The details of the concurrent positions held by the newly elected directors and independent directors of the Company in other companies are set out in the table below. Without prejudice to the interests of the Company, it is proposed to request the Annual General Meeting's approval to lift the non-competition restrictions on such directors from the date they assume office.

List of Concurrent Positions Held by Directors and Independent Directors in Other Companies

Type Name Name of Concurrent Company and Position
Director Chanyeh Investment Co., Ltd.
Representative: Wang, Yi-Heng Chairman and General Manager, ShineRay Co., Ltd.
Director, Baulong Technology Co., Ltd.
Chairman, Hong Kong ShineRay Co., Ltd.
Chairman, Jye Tai Electronics
Chairman, XIANG HAO a Company Limited
Chairman, Perfect Drive Co., Ltd.
Director Yungmei Investment Co., Ltd.
Representative: Ma, Yung-rui Vice Chairman and President, ET New Media Holding Co., Ltd.
Director Yungmei Investment Co., Ltd.
Representative: Li, Wan-Yu Manager, Kinmanster Ltd.
Independent Director Shih, Ching-Hui Adjunct Associate Professor, Department of Accounting Information, National Taichung University of Science and Technology
Supervisor, Hwa Kang Arts School
Independent Director Pan, Tzu-Yin Chairman, ProVoice Culture Media Co., Ltd.
Independent Director Lin, Pei-Yi Principal Attorney, Lin, Pei-Yi Law Office

Independent Director Chen, Yu-Hsiang Attorney, CILO

Resolution:


13
Extraordinary Motion

Adjournment


Three. Attachments

Attachment 1

Lang Inc.

Business Report

With the rapid development of the Internet and new media, online live streaming has become an important trend in digital entertainment and community interaction. To capture this market opportunity, the Company acquired “ShineRay Co., Ltd.” (hereinafter referred to as ShineRay) in 2020, and the Lang Live platform operated by it has become the Company's main source of revenue and core business. The operating results for 2025 and the business plan for 2026 are briefly reported below:

I. 2025 business report:

(I) Implementation Results of the Business Plan:

In 2025, in addition to continuing to deepen the live streaming business, the Company also actively promoted a diversified business strategy by expanding its operating territory, diversifying operating risks, and creating medium- to long-term growth momentum for the Company.

Consolidated operating revenue in 2025 was NT$3,217,574 thousand, an increase of NT$369,411 thousand, or 12.97%, from NT$2,848,163 thousand in 2024.

In terms of cost and expense control, the Company continued to optimize the organizational structure and improve operating efficiency. Operating costs in 2025 were NT$2,269,386 thousand, an annual increase of 4.42%, lower than the growth in revenue, driving gross profit to NT$948,188 thousand, an increase of 40.49% from the previous year.

In terms of operating expenses, through optimization of the manpower structure and control of administrative expenses, operating expenses in 2025 were NT$594,478 thousand, a decrease of 6.21% from 2024, with economies of scale gradually emerging.

In summary, operating profit in 2025 was NT$353,710 thousand, an annual increase of 760.44%; profit before tax was NT$361,946 thousand, an annual increase of 449.49%; net profit for the period was NT$316,384 thousand, an annual increase of 295.56%, with overall profitability significantly improved.

(II) Budget implementation status for 2025

The Company did not prepare financial forecasts for 2025.

(III) Financial Revenue, Expenditure, and Profitability

  1. Financial revenue and expenditure

Unit: NT$ thousand


Item 2024 2025 Increase (decrease) amount Increase (decrease) %
Operating revenue 2,848,163 3,217,574 369,411 12.97%
Operating costs 2,173,231 2,269,386 96,155 4.42%
Gross profit 674,932 948,188 273,256 40.49%
Operating expenses 633,824 594,478 -39,346 -6.21%
Operating profit (loss) 41,108 353,710 312,602 760.44%
Non-operating net income and expenses 24,761 8,236 -16,525 -66.74%
Net income (loss) before tax 65,869 361,946 296,077 449.49%
Net income (loss) 79,983 316,384 236,401 295.56%
  1. Profitability analysis
Item 2024 2025
Return on assets (%) 3.82 11.84
Return on equity (%) 6.74 21.03
Ratio of net income before tax to paid-in capital (%) 8.47 46.55
Net profit ratio (%) 2.81 9.83
Basic earnings per share ($) 1.04 4.02
Diluted earnings per share ($) 1.03 3.59

(IV) Research and Development

The Company has expanded into Internet technology and cultural and creative fields, with webcasting as the main focus of development. To continuously optimize the webcasting platform and to increase the Company's revenue and profitability, the R&D expenses invested in 2025 were NT$133,522 thousand.

II. Summary of the 2026 Business Plan

(I) Business Policy and Objectives

The Company continues to focus on online live streaming as its core business, deepening digital content operations and platform monetization capabilities, strengthening technology applications and traffic integration, and consolidating its existing market foundation.

In addition to consolidating its online live-streaming business, the Company will continue to promote a diversified business strategy, integrating the traffic and community resources formed by live streamers and viewer groups to develop businesses that are highly complementary to live streaming.

In terms of market presence, the Lang Live platform operated by the subsidiary ShineRay has established a stable market share foundation in Taiwan's live-


streaming market. In 2026, in addition to continuing to deepen market penetration in Taiwan, the Company will actively evaluate and promote overseas market presence, with priority given to expansion into Southeast Asia and Japan, and will prudently assess local regulations, market scale, and cooperation resources as the next stage of growth momentum.

(II) Major Production & Marketing Policy

The Company takes internet technology business as its operating core, and the major production and marketing policy for 2026 is as follows:

  1. Strengthening the core competitiveness of live streaming: Taking live-streaming business as the Group's core, continuously optimizing platform technology, content innovation, and the streamer economic system, enhancing user engagement and monetization capabilities, and continuously strengthening overseas market expansion strategies to consolidate long-term competitive advantages.
  2. Core Business and Resource Integration: By leveraging live streaming platforms and social media resources, the Company aims to enhance synergies across business units and improve traffic acquisition and conversion efficiency. Resources will be concentrated on core businesses with high growth potential to optimize overall operational performance.

Through the above strategies, the Company will maintain its competitive advantage and create stable sources of income in a rapidly changing market environment.

(III) Expected Sales and the Basis thereof

The Company did not prepare financial forecasts for 2026; therefore, expected sales quantity and related statistical data were not disclosed. However, the Company will conduct rolling reviews and adjustments to its business strategies based on market development trends and operating results to ensure steady growth in operating performance.

III. Future Development Strategy

Based on its existing transformation achievements, the Company will continue to deepen its development model of "live streaming as the core, with extensions into diversified businesses," and its future key strategies are as follows:

(I) Establishing a live-streaming-centered traffic ecosystem: In the future, the Company will continue to deepen the content innovation, data analysis, and technology application capabilities of the live-streaming platform, enhance user engagement and paid conversion efficiency, and strengthen the platform's economies of scale.
(II) Developing a cross-industry traffic monetization model: Based on the existing live-streaming traffic, the Company will gradually establish cross-industry traffic

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guidance and integration mechanisms, extending the community resources accumulated through live streaming to other industries with growth potential, thereby forming a replicable monetization model. In the future, the Company will continue to evaluate other industry opportunities with synergistic benefits, and expand its business footprint.

(III) Promoting regional and international presence: In addition to consolidating its leading position in the Taiwan market, the Company will prudently evaluate overseas market opportunities, prioritize presence in regional markets with digital entertainment growth potential, and reduce market entry risks and increase the probability of success through strategic cooperation or integration of local resources.

(IV) Strengthening organizational upgrading and risk management mechanisms: As the business develops in a diversified manner, the Company will simultaneously strengthen internal controls, compliance systems, and the deployment of professional talent, enhance the Group's management capabilities and risk control standards, and ensure sustainable corporate development.

Through business diversification and traffic integration strategies, the Company will continue to optimize resource allocation and enhance overall operating resilience and long-term competitiveness.

IV. Effect of External Competition, Legal Environment, and Overall Business Environment

With the continuous advancement of digital technology and the popularization of mobile devices, online streaming and social interaction have become one of the mainstream forms of entertainment and consumption. Competition in the live-streaming industry is becoming increasingly intense, with numerous market participants, and platform content innovation capabilities, streamer cultivation mechanisms, and user engagement will become key factors affecting competitiveness. In the future, the integration of artificial intelligence technology applications, big data analysis, and precision marketing tools will help enhance the operating efficiency and monetization capabilities of live-streaming platforms.

In terms of the regulatory environment, in addition to continuously complying with relevant industry laws and regulations, the Company has also strengthened its internal control system and risk management mechanisms, and units including finance, business, and audit all closely monitor the possible impact of policy and regulatory changes on the Company's operations. At present, there have been no circumstances in which changes in domestic or foreign regulations have had a material impact on the Company's finance or business; in the future, the Company will continue to track relevant regulatory developments to ensure that its operations comply with regulations and to safeguard shareholders' interests.

The above is the report on the Company's 2025 business overview and 2026 operating outlook, future development strategies, and the impact of the external environment. The Company would like to express sincere gratitude to all shareholders for their support. The management team will

17


continue to strengthen the Company's advantages, enhance competitiveness, provide customers with the best services, and look forward to continuing to create maximum benefits for shareholders.

Chairman: Wang, Yi-Heng Manager: Wang, Yi-Heng Accounting Officer: Chen, Hua-Tze

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Attachment 2

Lang Inc.

Audit Committee's Review Report

The Board of Directors has prepared the Company’s 2025 financial statements (including the parent company only financial statements and the consolidated financial report), which have been audited by CPAs of KPMG Taiwan. We are of the opinion that the report presents fairly, in all material respects, the Company’s financial position, operating results, and cash flows. After a thorough review by the Audit Committee, no discrepancies have been found in the above documents alongside the business report and earnings distribution proposal. Hence, in compliance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we have prepared this report for your examination and consideration.

Submitted to

2026 Annual General Meeting

Audit Committee Convener: Liu, Yu-Wen

March 12, 2026

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Attachment 3

2024 Domestic Private Placement of Domestic Secured Convertible Corporate Bonds Execution Status

Item Third Private Placement
Types of Private Placement Securities Domestic Secured Convertible Corporate Bonds by Private Placement
Date and amount approved by the shareholders' meeting Pursuant to the resolution approved by the Annual General Meeting on June 25, 2024, the Company was authorized to issue domestic secured private placement convertible bonds not exceeding 3,000 units (with a par value of NT$100,000 per unit), and the Board of Directors was authorized to carry out the issuance in 2 tranches within 1 year from the date of the AGM resolution.
In accordance with the resolution approved by the Board of Directors on October 17, 2024, the Company approved the issuance of the 3rd domestic secured private placement secured convertible bonds, totaling 3,000 units, with a par value of NT$100,000 per unit, for a total amount of NT$300,000,000.
Basis and reasonableness of the pricing: The pricing of the domestic convertible corporate bonds in this private placement is determined based on the resolution passed at the shareholders' meeting in 2024, set at no less than 80% of the theoretical price of such bonds; And the conversion price is set at 80% of the higher of the following two benchmark calculations(hereinafter referred to as the "reference price") before the pricing date set by the board of directors:
(1) Pricing date: The pricing date is set as the date of the Board of Directors' resolution on October 17, 2024.
(2) Benchmark One: The simple arithmetic average of the closing prices of common shares 1, 3, or 5 business days prior to the pricing date, excluding ex-rights for stock dividends and cash dividends, and adjusted for capital reduction. The calculated prices were NT$38.8, NT$38.85, and NT$38.35 respectively. The company selected NT$38.35 as the calculation price for Benchmark One.
Benchmark 2: The simple average closing price of the common shares for the 30 business days prior to the pricing date (August 30 to October 16, 2024) subtracting the ex-rights and dividends of bonus shares issued and adding back the stock price after reverse capital reduction and ex-rights; After calculation, the calculation price for benchmark 2 is NT$37.02.
Reference price: Based on the higher of the two benchmark prices mentioned above, the Company has chosen the average closing price of NT$38.35 for the 5 business days prior to the pricing reference date as the reference price for the pricing of this private placement.
(3) Conversion price: NT$ 30.68 per share.
After calculation, it is determined that the price accounts for 80% of the reference price, which meets the resolution of the shareholders' meeting to set the price at no less than 80% of the reference price. Therefore, the pricing in considered reasonable.
The means of selecting the specified persons The eligible subscribers for this private placement of securities by the Company are limited to specific persons in accordance with Article 43-6 of the Securities and Exchange Act, the Financial Supervisory Commission's Order No. Jin-Guan-Zheng-Fa-Zi 1120383220 dated September 12, 2023, and the amended "Directions for Public Companies Conducting Private Placements of Securities" per Order No. Jin-Guan-Zheng-Fa-Zi 11203860674 dated December 29, 2023, and other relevant letters and regulations.
Necessary reasons for this private placement To strengthen working capital, repay loans, make investments, or meet other long-term operational development funding needs, the company has considered that private placement offers relative efficiency and expediency. Additionally,
the company has considered that private placement offers a positive impact on the financial system.

privately placed securities are subject to a three-year transfer restriction, which will help ensure a long-term cooperative relationship between the company and its investment partners. Therefore, the company has chosen to issue securities through private placement rather than public offering.
Payment completion date October 30, 2024
Information of Placee Targets of private placement Qualification Subscription Quantity Relationship with the Company Business operations of participating companies
Chiu, Yi-Rung Qualified subscribers in accordance with Article 43-6 of the Securities and Exchange Act 3,000 Strategic Investors None
Actual subscription (or conversion) price NT$100,000 per bond
Difference between the actual subscription (or conversion) price and the reference price The price of this privately placed domestic secured convertible bond is NT$100,000 per unit. As this is currently in the subscription stage, no actual conversion has taken place yet. The future conversion price is calculated at NT$30.68 per share, which represents 80% of the reference price.
Impact of Private Placement on Shareholders' Equity (e.g., Increased Accumulated Losses...) With capital injection from strategic investors, it can reduce the pressure on working capital costs and reinforce the financial structure, ultimately enhancing corporate competitiveness, which in turn, drives stable growth in corporate operations and benefits shareholder equity.
Utilization of private placement funds and progress of plan implementation 1. Original intended use: To be used in full for reinvestment in the expansion of medical aesthetics distribution channels and biotechnology medical business, and expected to be fully utilized before Q1 2028.
2. Actual implementation status
• Amount utilized for reinvestment in medical aesthetics: NT$50,000,000 (completion of the establishment of 2 clinics)
• Remaining amount: NT$250,000,000, the use of which was changed to repayment of the principal of the convertible bonds issued in this private placement, in order to reduce the debt ratio and optimize the financial structure.
3. Explanation of change in the funding utilization plan: In consideration of intensified competition in the medical aesthetics market in recent years, rapid changes in the overall operating environment, and the fact that the Company's 2025 revenue and profit did not meet the original expected targets, the Company's operating strategy has been adjusted from active expansion to steady advancement, in order to reduce investment risk and enhance flexibility in fund utilization.
After prudent assessment:
• Amount of change: NT$250,000,000
• Percentage of the original total amount raised: 83.33%
• Use after change: Repayment of the principal of the convertible bonds issued in this private placement
• Nature: Material change item

21


This matter was reviewed and Approved by the Audit Committee on March 12, 2026, and submitted to the Board of Directors for resolution and Approved, and was reported to the most recent Annual General Meeting in accordance with the law.
Status of realization of private placement benefits and handling of early redemption The Company originally planned to use the funds raised through this private placement to expand medical aesthetics distribution channels and biotechnology medical business, and to combine live-streaming platform resources with the medical aesthetics brand image to create cross-industry synergy.
However, in recent years, competition in the medical aesthetics market has intensified and industry growth has slowed. In addition, the Company's overall revenue and profit did not meet the original expected targets. After prudent assessment of the overall investment risk and cost of capital, it was decided to adjust the fund utilization strategy in order to strengthen the financial structure and reduce debt risk.
Accordingly, the Company exercised the early redemption right of the convertible bonds issued in this private placement in accordance with the law, with a total redemption amount of NT$300,000,000. The source of funds included NT$250,000,000 of unutilized raised funds and part of its own funds, and Entie Commercial Bank was entrusted to establish a tripartite trust account for management of the redemption funds in order to protect investors' rights and interests.
This adjustment to fund utilization was made based on considerations of the overall operating strategy and optimization of the financial structure. In the short term, investment benefits will be gradually reflected based on the existing completed reinvestment projects, and in the long term, it will help reduce financial leverage and enhance the Company's financial soundness, with a positive benefit to overall operations.

22


Attachment 4

Report on Status of Repurchase of the Company's Shares

Number of times of repurchase 11th batch 12th batch 13th batch
Date of the Board of Directors Meeting 2025.11.06 2025.11.21 2026.1.2
Purpose of repurchase Transfer shares to employees Transfer of shares to employees Transfer of shares to employees
Type of shares repurchased Common shares Common shares Common shares
Maximum amount of shares repurchased NT$765,092,502 NT$835,063,018 NT$835,063,018
Planned upper limit on total repurchase amount NT$120,000,000
(based on the purchase of 1,500,000 shares at a price of up to NT$80 per share) NT$117,000,000
(based on the purchase of 1,500,000 shares at a price of up to NT$78 per share) NT$72,000,000
(based on the purchase of 1,000,000 shares at a price of up to NT$72 per share)
Expected repurchase period November 6, 2025 to January 5, 2026 November 21, 2025 to January 20, 2026 January 2, 2026 to March 1, 2026
Expected repurchase shares 1,500,000 shares 1,500,000 shares 1,000,000 shares
Price range of repurchase NT$38 to NT$80 per share, provided that when the Company's stock price falls below the lower limit of the prescribed price range, the repurchase of the Company's shares will continue to be executed. NT$34 to NT$78 per share, provided that when the Company's stock price falls below the lower limit of the prescribed price range, the repurchase of the Company's shares will continue to be executed. NT$34 to NT$72 per share, provided that when the Company's stock price falls below the lower limit of the prescribed price range, the repurchase of the Company's shares will continue to be executed.
Repurchase method Repurchase from the centralized securities exchange market Repurchase from the centralized securities exchange market Repurchase from the centralized securities exchange market
Actual repurchase period From November 7, 2025 to November 18, 2025 From November 24, 2025 to December 24, 2025 From January 5, 2026 to February 26, 2026
Average repurchase price per share NT$ 50.48 NT$ 48.32 NT$ 49.03
Amount of Shares Repurchased NT$ 75,712,876 NT$ 72,474,141 NT$ 49,032,178
Type and Quantity of Shares Repurchased Common shares of 1,500,000 shares Common shares of 1,500,000 shares Common shares of 1,000,000 shares
Ratio of repurchased shares to expected repurchased shares (%) 100.00% 100.00% 100.00%
Number of shares canceled and transferred 0 shares 0 shares 0 shares

Accumulated number of company shares held 1,667,000 shares 3,167,000 shares 4,167,000 shares
Accumulated company shares held as a percentage of total issued shares (%) 2.14% 4.07% 5.36%

24


Attachment 5

2025 Results of Performance Evaluation on Board of Directors and Functional Committees

To implement corporate governance, to improve the function of the Board of Directors of the Company, to establish performance objective and to improve the operational efficiency of the Board of Directors, the board of directors performance evaluation shall be executed in accordance with the provisions of the "Regulations for Performance Evaluation of Board of Directors" of the Company.

I. Evaluation cycle: The Board of Directors of the Company shall execute the performance evaluation in accordance with the evaluation procedures and evaluation indicators of the Regulations annually, and the results of the evaluation shall be completed before the end of the first quarter of the next year.

II. Evaluation period: from January 1, 2025 to December 31, 2025.

III. Scope of evaluation: Including performance evaluation on the entire Board of Directors, individual board members, and functional committees.

IV. Evaluation methods: Including the self-evaluation on the performance of the Board of Directors, self-evaluation on the performance of the Board members, and self-evaluation on the performance of the Audit Committee and Remuneration Committee; the evaluation items (indicators) consisting of "Excellent (5), Good (4), Fair (3), Poor(2), and Very poor (1)".

V. Contents of evaluation:

The results of the performance evaluation on the Board of Directors for 2025 are summarized in the following:

(I) Self-evaluation of the performance of the Board of Directors

The Board of Directors' performance evaluation indicators include five major aspects, for a total of 45 indicators. The evaluation results show that the Board of Directors' operations are good, and each director has fulfilled the responsibility of supervision and management of the Company's major business decisions, and has established a proper internal control system to effectively strengthen the functions of the Board of Directors and maintain shareholders' interests, meeting the requirements of corporate governance.

Five major standards Evaluation items Scoring results
A. Involvement in the Company’s operations. 12 items 4.74
B. Improve the quality of the Board’s decision-making. 12 items 4.92
C. Composition and structure of the Board of Directors. 7 items 4.94
D. Election and continuing education of directors. 7 items 4.78
E. Internal Control. 7 items 4.94
Total/Average Score 45 items 4.85

(II) Self-evaluation on performance of Board members:

The performance evaluation indicators of the Board of Directors include six major aspects, for a total of 23 indicators. The evaluation results show that the Board of Directors interacts well with the Company's management team, and Board members are equipped with diversified expertise and have fulfilled


their responsibilities and obligations, and have received positive feedbacks on their efficiency and effectiveness with respect to various indicators.

Five major standards Evaluation items Scoring results
A. Understanding of the Company’s goals and mission. 3 items 4.81
B. Awareness of director’s duties. 3 items 4.81
C. Involvement in the Company’s operations. 8 items 4.79
D. Internal relationship and communication. 3 items 4.95
E. Director’s professionalism and continuing education. 3 items 4.57
E. Internal Control. 3 items 4.91
Total/Average Score 23 items 4.8

(III) Self-evaluation on performance of Audit Committee

The Audit Committee performance evaluation indicators consist of 4 major aspects, for a total of 24 indicators. The evaluation results show that the Audit Committee has specified clear and appropriate scope of responsibilities, and maintains their independence during their tenure, meets the requirements of corporate governance, and effectively improves the functions of the Board of Directors.

Five major standards Evaluation items Scoring results
A. Involvement in the Company’s operations. 4 items 4.75
B. Awareness of the duties of the Audit Committee 5 items 5.00
C. Improvement of quality of decisions made by the Audit Committee 7 items 5.00
D. Composition of the Audit Committee and election of its members 3 items 5.00
E. Internal Control. 3 items 5.00
Total/Average Score 22 items 4.95

(IV) Self-evaluation on performance of Remuneration Committee

The Remuneration Committee's performance evaluation indicators include four major aspects, for a total of 24 indicators. The evaluation results show that the Remuneration Committee's overall operations are excellent, and the Company's corporate governance requirements have been satisfied.

Five major standards Evaluation items Scoring results
A. Involvement in the Company’s operations. 4 items 4.92
B. Awareness of the duties of the Remuneration Committee 5 items 5.00

C. Improvement of quality of decisions made by the Remuneration Committee 7 items 4.95
D. Composition of the Remuneration Committee and election of its members 3 items 5.00
Total/Average Score 19 items 4.96

VI. Evaluation Result:

(I) Based on the comprehensive self-evaluation results of the Board of Directors and various functional committees, the overall operations of the Company's Board of Directors and various functional committees were sound, and all directors and committee members possessed professional knowledge, were able to fully understand the Company's operations and the content of proposals, and actively participated in discussions and put forward constructive opinions during meetings. The meeting system and rules of procedure of the Board of Directors and various committees were handled in accordance with relevant regulations such as the Company Act and the Securities and Exchange Act, effectively supporting the Board of Directors in fulfilling its decision-making and supervisory functions.

Overall, the Company was in good operating condition, and the Board of Directors and various functional committees were able to perform their respective duties, operate collaboratively, and demonstrate sound communication and coordination mechanisms. In the future, the Board of Directors and various committees will continue to enhance operational efficiency and governance mechanisms, strengthen attention to risk management and sustainable development issues, so as to improve the Company's overall governance quality and long-term operating performance.

(II) The results of this Board of Directors performance evaluation report were reported to the Company's Board of Directors on March 12, 2026.


Attachment 6

Unit: NTS thousand

Remuneration to the general directors and independent directors (disclosure of the names and remunerations separately)

Title Name Remuneration to directors The total amount of item A, B, C and D that accounts for the percentage of net profit after tax Compensation for Director Who Is Also Lang Inc. Employee Ratio to Net Income of A+B+C+D+E+F+G Receipt of compensation from invested businesses outside of subsidiaries or from the parent company.
Base Compensation (A) Severance Pay and Pension (B) Director's Compensation (C) Expenses for Providing Services (D) Compensation, Bonus, & Allowance (E) Severance Pay and Pension (F) Employee Compensation (G)
Lang Inc. All Companies Listed in Financial Statements Lang Inc. All Companies Listed in Financial Statements Lang Inc. All Companies Listed in Financial Statements Lang Inc. All Companies Listed in Financial Statements Lang Inc. All Companies Listed in Financial Statements Lang Inc. All Companies Listed in Financial Statements Lang Inc. All Companies Listed in Financial Statements Lang Inc. All Companies Listed in Financial Statements Lang Inc. All Companies Listed in Financial Statements
Chairman Chanyeh Investment Co., Ltd. Representative: Wang, Yi-Heng 0 0 0 0 0 0 36 36 0.01% 0.01% 10,610 16,211 0 0 9 0 9 0 3.46% 5.27%
Director Chanyeh Investment Co., Ltd. 360 360 0 0 366 366 0 0 0.24% 0.24% 0 0 0 0 0 0 0 0 0.24% 0.12%
Director Yungmei Investment Co., Ltd. 720 720 0 0 733 733 0 0 0.47% 0.47% 0 0 0 0 0 0 0 0 0.47% 0.47%
Director Yungmei Investment Co., Ltd. Representative: Ma, Yung-rui 0 0 0 0 0 0 36 36 0.01% 0.01% 0 0 0 0 0 0 0 0 0.01% 0.01%
Director Yungmei Investment Co., Ltd. Representative: Li, Wan-yu 0 0 0 0 0 0 33 33 0.01% 0.01% 0 0 0 0 0 0 0 0 0.01% 0.01%
Independent Director Yen, Chi-Chin 360 360 0 0 366 366 54 54 0.25% 0.25% 0 0 0 0 0 0 0 0 0.25% 0.13%

Independent Director Tang, Tsung-Lin 155 155 0 0 296 296 19 19 0.15% 0.15% 0 0 0 0 0 0 0 0.15% 0.06% None
Independent Director Liu, Yu-Wen 360 360 0 0 366 366 75 75 0.26% 0.26% 0 0 0 0 0 0 0 0.26% 0.14% None
Independent Director Shih, Ching-Hui 360 360 0 0 366 366 144 144 0.28% 0.28% 0 0 0 0 0 0 0 0.28% 0.16% None
Independent Director Chen, Hsiao-Chang 125 125 0 0 237 237 15 15 0.12% 0.12% 0 0 0 0 0 0 0 0.12% 0.05% None
1. Policies, systems, standards, and structures for the remuneration of independent directors, and their linkage to the amount of remuneration based on factors such as responsibilities, risks, and time invested: The remuneration to the independent directors of the Company is based on Article 24 of the Articles of Incorporation. The Remuneration Committee will take into consideration their level of participation and contribution to the operation of the Company, and the reasonableness of the performance risk will be linked to the remuneration, and also refer to the general level of the industry, and submit to the Board of Directors for resolution.2. The distribution of the 2025 directors' remuneration, NT$3,733 thousand, was approved on March 12, 2026. However, the distribution has not yet been made. The proposed distribution for this year is temporarily calculated based on the ratio of the actual distribution amount last year.

Independent Auditors' Review Report

To the Board of Directors of Lang Inc.:

Audit Opinion

We have audited the accompanying consolidated balance sheet of Lang Inc. and its subsidiaries (hereinafter referred to as the “Group”) as of December 31, 2025 and 2024, and the related consolidated statements of comprehensive income, changes in equity and cash flows as of January 1 to December 31, 2025 and 2024, and notes to the consolidated financial statements (including a summary of significant accounting policies).

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the years ended December 31, 2025 and 2024 in accordance with the regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRS Interpretations (IFRIC) and SIC Interpretations (SIC) endorsed and issued into effects by the Financial Supervisory Commission of the R.O.C.

Basis of Audit Opinion

We have conducted the audit according to the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the Auditing Standards. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group according to the CPA Code of Professional Ethics, and we have fulfilled our other ethical responsibilities according to these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

The key audit matters refer to the matters considered by the auditors to be most significant for the auditing of the 2025 Consolidated Financial Statements of the Group according to the professional determination thereof. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Key audit matters for the Group’s consolidated financial statements are stated as follows:

I. Revenue recognition—live streaming platform revenue

Please refer to consolidated financial statements Note 4(16) Income Recognition for information on accounting policy for income. Please refer to consolidated financial statements Note 6(24) Income Recognition for relevant information on the income.

30


Description of Key Audit Matters:

The Lan Fan Group is principally engaged in the operation of live streaming platforms in the cultural and creative sector. Since the operating revenue is one of the important items in the financial statements, and it is expected to be a matter of concern to the users of the financial statements, the test of revenue recognition is identified as a key audit matter for the execution of the audit of the financial statements.

Corresponding Audit Procedures:

Our principal audit procedures for the above key audit matter included:

  • Obtaining an understanding of the major revenue streams, contract terms, and transaction conditions, and assessing whether the timing of revenue recognition was appropriate;
  • Testing the design and operating effectiveness of internal controls related to revenue recognition;
  • Inspecting revenue transaction records and supporting documentation to verify whether sales revenue was recognized in the appropriate reporting period in the financial statements.

Other Matters

Lang Inc. (referred to as the "Company") has prepared the parent company only financial statements for 2025 and 2024, to which we have issued an independent auditor's report with unqualified opinion.

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

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

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

Those charged with governance (Including the Audit Committee) are responsible for overseeing the Group's financial reporting process.

31


32

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. The term of “reasonable assurance” refers to high level of assurance. Nevertheless, the audit performed according to the Generally Accepted Auditing Standards cannot guarantee the discovery of material misstatement in the financial statements. Misstatements can arise from fraud or error. Misstatements are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the consolidated financial statements.

As part of an audit in accordance with the generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also performed the following tasks:

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

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

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

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

uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. Nevertheless, future events or circumstances may cause the Group to have no ability for continuous operation.


  1. Evaluate the overall presentation, structure and content of the consolidated financial statements (including relevant notes), and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  2. Obtain sufficient and appropriate audit evidences for the financial information of individual entity of the Group and provide opinion on the consolidated financial statements. We handle the guidance, supervision and execution of the audit on the Group and are responsible for preparing the opinion for the Group.

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

We 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 of the R.O.C., and communicated with the governance body on all matters that may affect the auditor's independence (including protection measures).

KPMG Taiwan

Certified public accountant:

Approval reference number of the securities authority
: Jin-Guan-Zheng-Shen-Zi No. 1140131922
: Jin-Guan-Zheng-Shen-Zi No. 1040003949
: March 12, 2026

33


Lang Inc. and Subsidiaries
Consolidated Balance Sheet
December 31, 2025 and 2024
Unit: NT$ thousand

Assets

Current assets:
1100 Cash and cash equivalents (Note 6 (1))
1110 Current financial assets at fair value through profit or loss (Note 6(2))
1136 Current financial assets at amortized cost (Notes 6(3) and 8)
1170 Notes and accounts receivable, net (Notes 6 (4) (24))
1200 Other receivables (Note 6 (5))
1220 Current tax assets
130X Inventory (Note 6 (6))
1410 Prepayments
1461 Non-current assets classified as held for sale (Note 6 (7))
1470 Other current assets

Total current assets

Non-current assets:
1510 Non-current financial assets at fair value through profit or loss (Note 6 (2))
1536 Non-current financial assets at amortized cost (Notes 6 (3) and 8)
1550 Investment accounted for under the equity method (Note 6(8))
1600 Property, plant and equipment (Notes 6 (11) and 8)
1755 Right-of-use assets (Note 6 (12))
1760 Investment property, net (Note 6 (13))
1780 Intangible assets (Note 6 (14))
1900 Other non-current assets

Total non-current assets

2025.12.31 2024.12.31 Liabilities and equity
Amount % Amount % Amount %
$ 1,003,515 30 621,288 26 $ 314,000 10
120,956 4 161,059 7 155,068 5
570 - 154,367 7 176,186 5
154,119 5 96,921 4 114,982 3
23,424 - 13,171 1 44,700 1
4,151 - 33,985 1 16,306 -
97,354 3 1,469 - 11,367 -
30,520 1 33,052 1 4,906 1
- - 24,632 1 832,609 24
5,427 - 5,631 -
1,440,036 43 1,145,575 48
86,943 3 69,923 3
53,431 2 97,044 4
5,934 - - -
1,427,929 43 761,689 32
91,918 3 101,722 4
35,093 1 14,588 1
149,753 5 162,313 7
9,885 - 12,266 1
1,860,886 57 1,219,545 52

Total assets

$ 3,300,922 100 2,365,120 100

Current liabilities:
2100 Short-term borrowings (Note 6 (15))
2130 Contract liabilities - current (Note 6 (24))
2170 Accounts payable
2200 Other payables
2230 Current tax liabilities
2280 Lease liabilities - current (Note 6 (18))
2399 Other non-current liabilities

Total current liabilities

Non-current liabilities:
2530 Corporate bonds payable (Note 6 (17))
2540 Long-term borrowings (Note 6(16))
2570 Deferred income tax liabilities (Note 6(20))
2580 Lease liabilities - non-current (Note 6 (18))
2670 Other non-current liabilities - others

Total non-current liabilities

Total liabilities

Equity attributable to owners of parent (Note 6 (21)):
3110 Common shares
3200 Additional paid-in capital
3310 Statutory reserves
3350 Unappropriated retained earnings
3400 Other equity
3500 Treasury stock

Equity attributable to owners of parent
36XX Non-controlling interests (Note 6 (9))

Total equity

Total liabilities and equity

2025.12.31 2024.12.31
Amount % Amount %
$ 314,000 10 - -
155,068 5 129,515 5
176,186 5 225,833 10
114,982 3 136,675 6
44,700 1 646 -
16,306 - 19,398 1
11,367 - 14,906 1
832,609 24 526,973 23
279,304 8 268,886 11
500,000 15 35,000 1
156 - 156 -
77,536 2 84,291 4
174 - 174 -
857,170 25 388,507 16
1,689,779 49 915,480 39
777,526 24 777,526 33
494,414 15 471,635 20
22,684 1 14,744 1
434,747 14 180,994 7
(13,910) - 3,891 -
(156,063) (5) - -
1,559,398 49 1,448,790 61
51,745 2 850 -
1,611,143 51 1,449,640 61
$ 3,300,922 100 2,365,120 100

Chairman: Wang, Yi-Heng
(Please refer to the notes to the Consolidated Financial Statements enclosed for detail)
Manager: Wang, Yi-Heng
Accounting Officer: Chen, Hua-Tze


Lang Inc. and Subsidiaries
Consolidated Statement of Comprehensive Income
For the years ended December 31, 2025 and 2024
Unit: NT$ thousand

2025 2024
Amount % Amount %
4000 Total operating revenue (Note 6 (24)) $ 3,217,574 100 2,848,163 100
5000 Operating costs (Note 6 (6)) 2,269,386 71 2,173,231 76
Gross profit 948,188 29 674,932 24
Operating expenses (Note (18) (19) (22) (25) and 7)
6100 Selling expenses 166,332 5 215,862 8
6200 Administrative expenses 299,611 9 289,815 10
6300 Research and development expense 133,522 4 132,919 5
6450 Expected credit losses (reversal gain) (4,987) - (4,772) -
Total operating expenses 594,478 18 633,824 23
Operating income 353,710 11 41,108 1
Non-operating income and expenses (Note 6 (26)):
7100 Interest income 14,449 - 14,761 1
7010 Other income 18,176 1 5,066 -
7020 Other gains and losses 11 - 10,081 -
7050 Financial costs (23,752) (1) (5,147) -
7060 Share of profits/losses on equity-accounted associated companies and joint ventures (Note 6(8)) (648) - - -
Total non-operating incomes and expenses 8,236 - 24,761 1
Net income before tax 361,946 11 65,869 2
7950 Less: Income tax expense (gain) (Note 6 (20)) 45,562 1 (14,114) -
Net income 316,384 10 79,983 2
8300 Other comprehensive income (loss):
8360 Items that may be reclassified subsequently to profit or loss
8361 Exchange differences on translation of foreign financial statements (6,337) - 3,425 -
8399 Less: Income tax related to components of other comprehensive income that will be reclassified to profit or loss - - - -
Total of items possibly recategorized to profits and losses later (6,337) - 3,425 -
8300 Other comprehensive income (6,337) - 3,425 -
8500 Total comprehensive income for this period $ 310,047 10 83,408 2
Net profit attributable to:
8610 Owner of the parent $ 308,271 10 79,400 2
8620 Non-controlling interests 8,113 - 583 -
$ 316,384 10 79,983 2
Total comprehensive income attributable to:
8710 Owner of the parent $ 301,934 10 82,825 2
8720 Non-controlling interests 8,113 - 583 -
$ 310,047 10 83,408 2
Earnings per share (NT$) (Note 6 (23))
9750 Basic earnings per share (NT$) $ 4.02 1.04
9850 Diluted earnings per share (NT$) $ 3.59 1.03

(Please refer to the notes to the Consolidated Financial Statements enclosed for detail)

Chairman: Wang, Yi-Heng
Manager: Wang, Yi-Heng
Accounting Officer: Chen, Hua-Tze


Lang Inc. and Subsidiaries

Consolidated Statement of Changes in Equity

For the years ended December 31, 2025 and 2024

Unit: NT$ thousand

Equity attributable to owners of the parent company
Retained earnings Other equity items
Common shares Additional paid-in capital Statutory reserves Special reserves Unappropriated retained earnings Exchange differences on translation of foreign financial statements Unearned employee remuneration Treasury stock Total equity attributable to shareholders of the parent Non-controlling interests Total equity
Balance as of January 1, 2024 $ 627,526 149,812 13,932 568 132,939 466 - - 925,243 267 925,510
Appropriation and distribution of earnings:
Legal reserve appropriated - - 812 - (812) - - - - - -
Reversal of special reserve - - - (568) 568 - - - - - -
Net income - - - - 79,400 - - - 79,400 583 79,983
Other comprehensive income - - - - - 3,425 - - 3,425 - 3,425
Total comprehensive income for this period - - - - 79,400 3,425 - - 82,825 583 83,408
Cash dividends of common shares - - - - (31,101) - - - (31,101) - (31,101)
Issue of shares 150,000 302,500 - - - - - - 452,500 - 452,500
Share-based payments - 3,536 - - - - - - 3,536 - 3,536
Convertible corporate bonds subscription right - 15,787 - - - - - - 15,787 - 15,787
Balance on December 31, 2024 777,526 471,635 14,744 - 180,994 3,891 - - 1,448,790 850 1,449,640
Appropriation and distribution of earnings:
Cash dividends of common shares - - - - (45,854) - - - (45,854) - (45,854)
Legal reserve appropriated - - 7,940 - (7,940) - - - - - -
Net income - - - - 308,271 - - - 308,271 8,113 316,384
Other comprehensive income - - - - - (6,337) - - (6,337) - (6,337)
Total comprehensive income for this period - - - - 308,271 (6,337) - - 301,934 8,113 310,047
Repurchase of treasury stock - - - - - - - (295,012) (295,012) - (295,012)
Transfer of treasury shares to employees - - - - - - - 138,949 138,949 - 138,949
Share-based payments - 22,707 - - - - (11,464) - 11,243 58 11,301
forfeited stock options - 72 - - - - - - 72 - 72
Increase/decrease of non-controlling interests - - - - (724) - - - (724) 42,724 42,000
Balance on December 31, 2025 $ 777,526 494,414 22,684 - 434,747 (2,446) (11,464) (156,063) 1,559,398 51,745 1,611,143

(Please refer to the notes to the Consolidated Financial Statements enclosed for detail)

Chairman: Wang, Yi-Heng

Manager: Wang, Yi-Heng

Accounting Officer: Chen, Hua-Tze


Lang Inc. and Subsidiaries

Consolidated Statement of Cash Flows

For the years ended December 31, 2025 and 2024

Unit: NT$ thousand

Cash flows from operating activities:

Net income before income tax

Adjustments:

Income and expenses

Depreciation expense

Amortization expense

Expected credit losses (reversal gain)

Net loss (gain) on financial assets or liabilities at fair value through profit or loss

Interest revenue

Interest income

Share-based payments

Share of loss of associates and joint ventures accounted for using the equity method

Loss on disposal of property, plan and equipment

Impairment loss recognized in profit or loss, investment property

Loss (gain) on disposal of investments

Profit from lease modification

Total adjustments to reconcile profit (loss)

Changes in operating assets and liabilities:

Net changes in operating assets:

Notes and accounts receivable

Other receivables

Inventories

Prepayments

Other current assets

Changes in operating assets

Net changes in operating liabilities:

Contract liabilities

Accounts payable

Other payables

Other non-current liabilities

Changes in operating liabilities

Total changes in operating assets and liabilities

Total adjustments

Cash inflow from operations

Interest received

Interest paid

Income tax refunded (paid)

Net cash generated from operating activities

Cash flow from investing activities:

Acquisition of financial assets at amortized cost

Proceeds from disposal of financial assets at amortized cost

Acquisition of financial assets at fair value through profit or loss

Proceeds from disposal of financial assets at fair value through profit or loss

Acquisition of investments by equity method

Proceeds from disposal of subsidiaries

Reclassification to non-current assets held for sale

Acquisition of property, plant and equipment

Proceeds from disposal of property, plant and equipment

Increase (decrease) in refundable deposits

Increase (decrease) in other non-current assets

Net cash outflow from investment activities

Cash flow from financing activities:

Increase in short-term borrowings

Issuance of corporate bonds

Proceeds from long-term debt

Repayments of long-term debt

Payments of lease liabilities

Cash dividends paid

Issue of shares

Cost of treasury stock repurchase

Employee purchase of treasury shares

Changes in non-controlling interests

Net cash inflow (outflow) from financing activities

Effect of exchange rate fluctuations on cash and cash equivalents

Increase in cash and cash equivalents for the period

Cash and cash equivalents at beginning of period

Cash and cash equivalents at end of period

2025 2024

$ 361,946 65,869

47,035 37,867

12,549 35,882

(4,987) (4,772)

5,171 (197)

23,752 5,147

(14,449) (14,761)

11,373 3,536

648 - (280)

  • (11,903) 6,290

(14,49) (4,761)

(1,903) 3,536

69,203 61,335

(52,720) 11,927

(203) 12,278

(95,889) (1,469)

2,513 5,124

(635) 6,042

(146,934) 33,902

25,553 24,712

(49,647) (14,920)

(24,085) 43,031

(3,491) 5,019

(51,670) 57,842

(198,604) 91,744

(129,401) 153,079

232,545 218,948

14,449 14,761

(10,767) (3,929)

28,323 (8,106)

264,550 221,674

  • (334,314)

197,410 142,436

(75,817) (164,685)

108,079 87,470

(6,022) -

(4,117) -

  • (688,951) (51,979)

  • (6,022) -

(2,885) 2,488

5,363 7,151

(466,940) (311,250)

314,000 -

  • 282,885

500,000 (564,000)

(35,000) 35,000

(23,311) (15,187)

(45,854) (31,101)

452,500

(295,012) -

138,949 -

42,000 -

595,772 160,097

(11,155) (17,370)

382,227 53,151

621,288 568,137

$ 1,003,515 621,288

(Please refer to the notes to the Consolidated Financial Statements enclosed for detail)

Chairman: Wang, Yi-Heng

Manager: Wang, Yi-Heng

Accounting Officer: Chen, Hua-Tze


38

1. Independent Auditors' Review Report

To the Board of Directors of Lang Inc.:

Audit Opinion

We have audited the accompanying parent company only balance sheets of Lang Inc. (hereinafter referred to as the "Company") as of December 31, 2025 and 2024, and the related parent company only statements of comprehensive income, parent company only statements of changes in equity, parent company only statements of cash flows as of January 1 to December 31, 2025 and 2024, and notes to the parent company only financial statements (including a summary of significant accounting policies).

In our opinion, based on our audit results and the audit reports of other public accountants, the aforementioned parent company only financial statements present fairly, in all material aspects, the parent company only financial position of the Company as of December 31, 2025 and 2024, and its parent company only financial performance and parent company only cash flows as of January 1 to December 31, 2025 and 2024 in accordance with "Regulations Governing the Preparation of Financial Reports by Securities Issuers".

Basis of Audit Opinion

We have conducted the audit according to the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the Auditing Standards. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of the Company according to the CPA Code of Professional Ethics, and we have fulfilled our other ethical responsibilities according to these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

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


I. Goodwill impairment of investments accounted for using the equity method

Please refer to Notes 4(7) and (8) of the parent company only financial statements for the accounting policy of investment accounted for under the equity method. Please refer to Note 4(13) of the parent company only financial statements for explanation related to goodwill impairment. Please refer to Note 5(1) of the parent company only financial statements for accounting estimates and assumption uncertainty of goodwill impairment of long-term investments under the equity method. Please refer to Note 6(6) of the parent company only financial statements for investments under the equity method.

Description of Key Audit Matters:

The long-term investment under the equity method of the Company, as of the financial reporting date, accounted for 32% of the consolidated total assets, and the assessment of goodwill impairment of long-term investment under the equity method needs to rely on the estimate of the management. Accordingly, the assessment of goodwill impairment is identified as a key audit matter for the execution of the audit of the financial statements of the Company.

Corresponding Audit Procedures:

The principal audit procedures for the above key audit matters include assessing the impairment policy of goodwill, obtaining goodwill impairment assessment documents, in order to assess the reasonableness of the good impairment recognized.

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

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

In preparing the parent company only financial statements, the management is also responsible for assessing the ability of the Company to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance (Including the Audit Committee) are responsible for overseeing the Company's financial reporting process.

39


40

Auditor’s Responsibilities for the Audit of the Parent Company Only Financial Statements

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

As part of an audit in accordance with the generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also performed the following tasks:

  1. Identify and assess the risk of material misstatement of the parent company only financial statements due to fraud or error, design and adopt appropriate countermeasures for the risks assessed, and obtain sufficient and appropriate audit evidences in order to be used as the basis for the opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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

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

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company and their ability to continue as a going concern. In case where we consider that such events or circumstances have a material uncertainty, then relevant disclosure of the parent company only financial statements are required to be provided in our audit report to allow users of parent company only financial statements to be aware of such events or circumstances, or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.


  1. Evaluate the overall presentation, structure and content of the parent company only financial statements (including the notes to the statements), and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  2. Obtain sufficient and appropriate audit evidence regarding the financial information of investees under equity method, and expressing an opinion on parent company only financial statements. We are responsible for the direction, supervision and performance of the audit of the investees, and we remain solely responsible for our audit opinion for the Company.

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

We 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 of the R.O.C., and communicated with the governance body on all matters that may affect the auditor's independence (including protection measures).

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

KPMG Taiwan

Certified public accountant:

Approval reference number of the securities authority
: Jin-Guan-Zheng-Shen-Zi No. 1140131922
: Jin-Guan-Zheng-Shen-Zi No. 1040003949
March 12, 2026


Lang Inc.
Balance Sheet
December 31, 2025 and 2024
Unit: NT$ thousand

Assets
Current assets:
1100 Cash and cash equivalents (Note 6 (1))
1136 Current financial assets at amortized cost (Notes 6(3) and 8)
1170 Accounts and notes receivable, net (Notes 6(4) and (20))
1200 Other receivables (Note 6 (5))
1210 Other receivables related parties
1220 Current tax assets
1410 Prepayments
1470 Other current assets
Total current assets
Non-current assets:
1510 Non-current financial assets at fair value through profit or loss (Notes 6 (2) and (7))
1535 Non-current financial assets at amortized cost (Notes 6(3) and (8))
1550 Investment accounted for under the equity method (Note 6(6))
1600 Property, plant and equipment (Notes 6 (7) and (8))
1755 Right-of-use assets (Note 6(8))
1760 Investment property, net (Note 6(9))
1900 Other non-current assets (Note 6(7))
Total non-current assets

Total assets

2025.12.31 2024.12.31
Amount % Amount %
$ 351,322 14 248,620 14
- - 150,000 8
37 - 22 -
9,613 - 4,046 -
5,325 - - -
1,519 - 1,486 -
662 - 3,468 -
- - 135 -
368,478 14 407,777 22
42,510 2 35,196 2
53,431 2 97,044 5
848,923 32 542,685 31
1,285,302 49 681,009 39
4,856 - 3,503 -
14,312 1 14,588 1
3,265 - 1,845 -
2,252,599 86 1,375,870 78

$ 2,621,077 100 1,783,647 100

Liabilities and equity
Current liabilities:
2100 Short-term borrowings (Note 6 (10))
2170 Accounts payable
2200 Other payables
2280 Lease liabilities - current (Note 6(13))
2300 Other non-current liabilities
Total current liabilities
Non-current liabilities:
2530 Corporate bonds payable (Note 6 (12))
2581 Lease liabilities - non-current (Note 6(13))
2540 Long-term borrowings (Note 6(11))
2572 Deferred income tax liabilities (Note 6(15))
2600 Other non-current liabilities
Total non-current liabilities
Total liabilities
Equity attributable to owners (Note 6(16)):
3110 Common shares
3200 Additional paid-in capital
3310 Statutory reserves
3350 Unappropriated retained earnings
3400 Other equity
Total equity
Total liabilities and equity

2025.12.31 2024.12.31
Amount % Amount %
$ 250,000 9 - -
582 - 91 -
23,180 1 25,283 1
2,806 - 1,549 -
3,389 - 1,751 -
279,957 10 28,674 1
279,304 11 268,886 16
2,088 - 1,967 -
500,000 19 35,000 2
156 - 156 -
174 - 174 -
781,722 30 306,183 18
1,061,679 40 334,857 19
777,526 30 777,526 44
494,414 19 471,635 26
22,684 1 14,744 1
434,747 17 180,994 10
(156,063) (6) - -
(13,910) (1) 3,891 -
1,559,398 60 1,448,790 81
$ 2,621,077 100 1,783,647 100

Chairman: Wang, Yi-Heng
(Please refer to the notes of the Individual Financial Statements enclosed for detail)
Manager: Wang, Yi-Heng
Accounting Officer: Chen, Hua-Tze


Lang Inc.
Statement of Comprehensive Income
For the years ended December 31, 2025 and 2024
Unit: NT$ thousand

2025 2024
Amount % Amount %
4000 Operating revenue (Notes 6(19) and 7) $ 23,734 100 14,208 100
5000 Operating costs 357 2 465 3
Gross profit 23,377 98 13,743 97
Operating expenses (Note 6 (4) (5) (13) (14) (20) and 7):
6100 Selling expenses 17 - 586 4
6200 Administrative expenses 58,578 247 60,634 427
6450 Expected credit loss (gain) - - (1,777) (13)
Total operating expenses 58,595 247 59,443 418
Operating loss (35,218) (149) (45,700) (321)
Non-operating income and expenses (Note 6 (21)):
7100 Interest income 7,232 30 7,356 52
7010 Other income 32,170 136 15,919 112
7020 Other gains and losses (Notes 6(2) and (12)) 2,028 9 12,425 87
7050 Financial costs (19,969) (84) (3,277) (23)
7060 Share of profits/losses on equity-accounted associated companies and joint ventures (Note 6(6)) 322,028 1,357 92,677 652
Total non-operating incomes and expenses 343,489 1,448 125,100 880
Net income before tax 308,271 1,299 79,400 559
7950 Less: Income tax expenses (Note 6(14)) - - - -
Net income 308,271 1,299 79,400 559
8300 Other comprehensive income (loss):
8360 Items that may be reclassified subsequently to profit or loss
8361 Exchange differences on translation of foreign financial statements (6,337) (27) 3,425 24
8399 Income tax related to components of other comprehensive income that will be reclassified to profit or loss - - - -
Total of items possibly recategorized to profits and losses later (6,337) (27) 3,425 24
8300 Other comprehensive income (6,337) (27) 3,425 24
8500 Total comprehensive income for this period $ 301,934 1,272 82,825 583
Earnings per share (Unit: NT$)(Note 6(18)):
9750 Basic earnings per share $ 4.02 1.04
9850 Diluted earnings per share $ 3.59 1.03

(Please refer to the notes of the Individual Financial Statements enclosed for detail)

Chairman: Wang, Yi-Heng
Manager: Wang, Yi-Heng
Accounting Officer: Chen, Hua-Tze


Lang Inc.
Statement of Changes in Equity
For the years ended December 31, 2025 and 2024
Unit: NT$ thousand

Common shares Additional paid-in capital Retained earnings Other equity items Treasury stock Total equity
Statutory reserves Special reserves Undistributed earnings (losses to be covered) Exchange differences on translation of foreign financial statements Unearned employee remuneration
Balance as of January 1, 2024 $ 627,526 149,812 13,932 568 132,939 466 - - 925,243
Net income - - - - 79,400 - - - 79,400
Other comprehensive income - - - - - 3,425 - - 3,425
Total comprehensive income for this period - - - - 79,400 3,425 - - 82,825
Appropriation and distribution of earnings:
Legal reserve appropriated - - 812 - (812) - - - -
Reversal of special reserve - - - (568) 568 - - - -
Cash dividends of common shares - - - - (31,101) - - - (31,101)
Issue of shares 150,000 302,500 - - - - - - 452,500
Conversion of convertible bonds - 15,787 - - - - - - 15,787
Share-based payments - 3,536 - - - - - - 3,536
Balance on December 31, 2024 777,526 471,635 14,744 - 180,994 3,891 - - 1,448,790
Net income - - - - 308,271 - - - 308,271
Other comprehensive income - - - - - (6,337) - - (6,337)
Total comprehensive income for this period - - - - 308,271 (6,337) - - 301,934
Appropriation and distribution of earnings:
Legal reserve appropriated - - 7,940 - (7,940) - - - -
Cash dividends of common shares - - - - (45,854) - - - (45,854)
Repurchase of treasury stock - - - - - - - (295,012) (295,012)
Transfer of treasury shares to employees - - - - - - - 138,949 138,949
Share-based payments - 22,707 - - - - (11,464) - 11,243
forfeited stock options - 72 - - - - - - 72
Increase/decrease of non-controlling interests - - - - (724) - - - (724)
Balance on December 31, 2025 $ 777,526 494,414 22,684 - 434,747 (2,446) (11,464) (156,063) 1,559,398

(Please refer to the notes of the Individual Financial Statements enclosed for detail)

Chairman: Wang, Yi-Heng

Manager: Wang, Yi-Heng

Accounting Officer: Chen, Hua-Tze


Lang Inc.
Statement of Cash Flows
For the years ended December 31, 2025 and 2024
Unit: NT$ thousand

2025 2024
Cash flows from operating activities:
Net income before income tax $ 308,271 79,400
Adjustments:
Income and expenses
Depreciation expense 7,904 5,058
Interest revenue 19,969 3,277
Interest income (7,232) (7,356)
Share-based payments 6,990 3,536
Share of profit or loss of associates accounted for using equity method (322,028) (92,677)
Gain on disposal of investment (4,688) 2,168
Gain on valuation of financial assets 61 (75)
Total adjustments to reconcile profit (loss) (299,024) (90,405)
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable (15) (22)
Decrease (increase) in other receivables (5,567) 18,177
Decrease (increase) in other receivables-related parties (5,325) -
(Increase) in prepayments 2,806 8,538
(Increase) in other current assets) 135 2
(Increase) in other non-current assets (1,420) (1,660)
Increase (decrease) in accounts payable 491 38
(Decrease) in other payables (2,103) 20,708
Increase (decrease) in other current liabilities 1,638 266
Cash inflow (outflow) from operations (113) 35,042
Interest received 7,232 7,356
Income tax paid (33) (544)
Interest paid (9,551) (2,059)
Dividends received 117,397 33,096
Net cash generated from operating activities 114,932 72,891
Cash flow from investing activities:
Acquisition of financial assets at amortized cost - (217,044)
Proceeds from disposal of financial assets at amortized cost 193,613 -
Acquisition of financial assets at fair value through profit or loss (2,686) (5,070)
Acquisition of investments by equity method (100,000) (80,000)
Acquisition of property, plant and equipment (609,533) (1,259)
Decrease in refundable deposits (1) (1)
Net cash outflow from investment activities (518,607) (303,374)
Cash flow from financing activities:
Proceeds from short-term debt 250,000 -
Issuance of corporate bonds - 282,885
Proceeds from long-term debt 500,000 35,000
Repayments of long-term debt (35,000) (544,000)
Payments of lease liabilities (2,363) (1,192)
Issue of shares - 452,500
Cost of treasury stock repurchase (295,012) -
Employee purchase of treasury shares 138,949 -
Dividends paid (45,854) (31,101)
Net cash inflow from financing activities 510,720 194,092
Effect of exchange rate fluctuations on cash and cash equivalents (4,343) (274)
Increase (decrease) in cash and cash equivalents of the current period 102,702 (36,665)
Cash and cash equivalents at beginning of period 248,620 285,285
Cash and cash equivalents at end of period $ 351,322 248,620

(Please refer to the notes of the Individual Financial Statements enclosed for detail)

Chairman: Wang, Yi-Heng
Manager: Wang, Yi-Heng
Accounting Officer: Chen, Hua-Tze


Attachment 8

Description of Private Placement of Common Shares and Domestic Secured Convertible Corporate Bonds

I. Basis and Rational for Determination of Private Placement Price:

(I) The pricing of the Company's privately placed common shares shall be set at no less than 80% of the reference price. The reference price is determined by calculating the simple average closing price of the common shares for either one, three, or five business days prior to the pricing date, subtracting the ex-rights and dividends of bonus shares issued and adding back the stock price after reverse capital reduction and ex-rights, or the simple average closing price of the common shares for the 30 business days prior to the pricing date, subtracting the ex-rights and dividends of bonus shares issued and adding back the stock price after reverse capital reduction and ex-rights. The higher of the two calculated benchmark prices shall be applied.

(II) The determination of the issue price for the Company's privately placed domestic secured convertible bonds shall be set at no less than 80% of the theoretical price of such corporate bonds. The conversion price is determined by calculating the simple average closing price of the common shares for either one, three, or five business days prior to the pricing date, subtracting the ex-rights and dividends of bonus shares issued and adding back the stock price after reverse capital reduction and ex-rights, or the simple average closing price of the common shares for the 30 business days prior to the pricing date, subtracting the ex-rights and dividends of bonus shares issued and adding back the stock price after reverse capital reduction and ex-rights. The higher of the two calculated benchmark prices shall be applied, with the pricing basis set at no less than 80% of the reference price. Please refer to Attachment 9 (pages 37~42) of this Handbook for the provisional procedures of issuance and conversion for the privately placed domestic secured convertible bonds.

(III) The Company plans to seek authorization from the Shareholders' Meeting for the Board of Directors to determine the actual pricing date and the actual private placement price of the aforesaid securities. It shall not be lower than the resolved percentage by the Shareholders' Meeting and dependent on circumstances of specific individuals and market conditions to be negotiated in the future.

(IV) The common stock price per share and the conversion price of domestic secured convertible bonds offered in this private placement will be determined under the laws and regulations prescribed by the competent authority. In addition to considering the three-year transfer restriction on privately placed securities stipulated by the Securities and Exchange Act, we also factor in the company's business performance, future prospects, common share market prices, and market practices in determining the pricing. Furthermore, the


Company's pricing basis for preceding privately placed securities complies with the provisions of the "Directions for Public Companies Conducting Private Placements of Securities." As there is no material harm to the shareholders' equity, its pricing is considered reasonable.

(V) The privately placed common shares and the common shares converted from privately placed domestic secured convertible bonds in this offering have the same rights and obligations as the common shares already issued by the Company. The transfer of the private placement securities under this resolution shall be subject to the restrictions set forth in Article 43-8 of the Securities and Exchange Act. In addition, the Company plans to seek authorization from the Shareholders' Meeting after three full years from the delivery of the private placement securities for the Board of Directors to determine whether to apply with the competent authority for the retroactive public offering and listing on TWSE based on the prevailing circumstances at that time.

(VI) In the future, where the actual price per share or the conversion price per share determined for issuance is lower than the par value of the stock due to changing factors in the securities market, the pricing basis has been conducted following legal regulations, has reflected the market price conditions, and it is essential to successfully raise funds and facilitate the long-term stable growth of the company, so such pricing should be necessary and reasonable. Where the price per share and conversion price is lower than the par value, leading to an increase in accumulated losses that affect shareholders' equity, shareholders shall evaluate and discuss at the next annual Shareholders' Meeting whether to reduce capital or adopt other statutory means to offset the losses based on the annual business results.

II. The means of selecting the specified persons:

The applicants for this private placement resolution are limited to specified persons who meet the requirements of relevant letters and provisions, such as Article 43-6 of the Securities and Exchange Act, the letter with reference number Jin-Guan-Zheng-Fa-Zi No. 1120383220 dated September 12, 2023 issued by the Financial Supervisory Commission, and the "Directions for Public Companies Conducting Private Placements of Securities." As of now, there is no confirmed placee.

(I) The means and purposes of selecting applicants:

Placees must be those possessing a comprehensive understanding of the Company's operations, those who are beneficial to its future business to achieve the primary goal of generating direct or indirect benefits for future corporate business, and those who are able to meet the requirements of the competent authority for specified persons. Regarding matters related to contacting specified individuals, it is proposed to seek authorization from the Shareholders' Meeting for the Board of Directors to handle these matters with

47


full authority.

(1) Strategic investors as applicants

  1. The means and purposes of selection:

The selection of placee aims to provide essential management and financial resources that can assist the Company's operations, along with business management expertise, improving financial cost management, and supporting business development and expansion to enhance corporate competitive advantages.

  1. Necessity:

In response to the objectives of the Company's long-term operational planning, we aim to enhance operational efficiency, reinforce the financial structure, and premeditate strengthening the management stability. The introduction of funds from strategic investors through this private placement will benefit corporate management and business development, as well as improve the overall operational quality and strengthen corporate cohesiveness. Therefore, it is necessary to introduce strategic investors through private placement at this time.

  1. Potential benefits:

With capital injection from strategic investors, it can reduce the pressure on working capital costs and reinforce the financial structure, ultimately enhancing corporate competitiveness, which in turn, drives stable growth in corporate operations and benefits shareholder equity.

III. Necessary reasons for this private placement:

(I) Reasons for not adopting a public offering: To fulfill the needs of enriching working capital, repaying loans, reinvestment, or responding to other requirements for corporate long-term working capital development, the Company plans to issue securities through private placement instead of a public offering in consideration of the quick and convenient timeliness of private placement and the fact that private placement securities are subject to restrictions from free transfer within three years, which can better ensure the long-term relationship between the company and its investment partners. The implementation of this project is expected to improve the financial structure and enhance operational efficiency, resulting in a positive impact on shareholders' equity.

(II) Estimated frequency, proposed usage of funds, and potential benefits for each installment of the private placement:

(1) Estimated frequency and amount of private placement:

Private securities item Par value per share/bond Issue Cap Estimated frequency
1. Total assets $ 100,000 100,000 100,000
2. Total assets $ 100,000 100,000 100,000

(2) Estimated frequency, proposed usage of funds, and potential benefits for each installment of the private placement:

Private securities item Estimated frequency Usage of private funds Potential benefits
Common Share First issuance of 10,000,000 shares Second issuance of 10,000,000 shares Enriching working capital, repaying loans, reinvestment, or responding to other requirements for corporate long-term working capital Improving and reinforcing the corporate financial structure, enhancing the corporate equity ratio, and boosting future operational performance.
Domestic secured convertible bonds First issuance of 1,500 bonds Second issuance of 1,500 bonds
Regarding the anticipated number of privately placed shares/bonds for each item mentioned above, the previously unissued shares/bonds may be combined with the anticipated number of shares/bonds to be issued in subsequent transactions, either wholly or partially. However, the total number of common shares issued must not exceed 20,000,000, and the total number of domestic secured convertible bonds must not exceed 3,000.

Attachment 9

Lang Inc.

Procedures of Issuance and Conversion for the OOth Private Placement of Domestic Secured Convertible Bonds (Draft)

I. Title

The OOth Private Placement of Domestic Secured Convertible Bonds (hereinafter referred to as the "Private Convertible Bonds") of Lang Inc. (hereinafter referred to as the "Company")

II. Issue date

MM DD, YYYY (hereinafter referred to as the "Issue date")

III. Issuance period

The issuance period is three years, starting from MM DD, YYYY to the maturity date of MM DD, YYYY (hereinafter referred to as the "maturity date").

IV. Total issuance amount and par value per bond

The total issuance amount is NT$00, with each bond having a par value of NT$100,000. The bonds will be issued at its full par value.

V. Bond coupon rate

The coupon rate is 0% per annum.

VI. Repayment date and terms

According to Article 5 of these Procedures, the coupon rate of the present private placement of convertible bonds is 0. Except for the bondholder (hereinafter referred to as "creditor") of the Private Convertible Bonds who convert to the Company's common shares under Article 10 of the Procedures, those redeemed in advance by the Company under Article 17 of the Procedures, or those repurchased and canceled by the Company, the Company shall repay the Private Convertible Bonds in cash at par value upon maturity.

VII. Guarantee conditions

(I) The Private Convertible Bonds are entrusted to OOOO Commercial Bank, Ltd. to serve as the collateral bank (hereinafter referred to as the "Guarantee Bank." The guarantee obligation starts from the issuer's payment collection date of the Private Convertible Bonds until the full repayment date of the principal and interest payable under the procedures of issuance and conversion for the Private Convertible Bonds. The guarantee coverage includes the outstanding principal, interest payable, and all potential liabilities of the Private Convertible Bonds (including early redemption rights and creditors' repurchase rights, and any amounts payable according to the procedures of issuance and conversion upon exercise of the preceding redemption or repurchase rights).


(II) Should the creditor (or trustee) wish to demand payment from the Guarantee Bank for the Private Convertible Bonds, the Guarantee Bank must make payment within 14 business days upon receipt of a payment request notice from the creditor (or trustee) under the provisions of the Private Convertible Bonds.

(III) During the guarantee period, should the Company fail to repay the principal and interest on time, breach the trust agreement signed with the trustee bank, breach the delegated guarantee agreement signed with the Guarantee Bank, or violate the matters approved by the competent authority, which could impact creditors' rights and interests, the Private Convertible Bonds shall be deemed to be fully matured.

VIII. Underlying shares

The underlying shares of the Private Convertible Bonds are the Company's common stock, and the Company shall fulfill the conversion obligation by issuing new shares.

IX. Conversion period

Creditors may request the conversion of the Private Convertible Bonds into common stock of the Company through the Company's stock affairs agency under the Procedures at any time from the day after three months following the issuance of the Private Convertible Bonds (MM DD, YYYYY) until the maturity date (MM DD, YYYYY), except during the period from 15 business days before the Company's book closure date for stock dividends, cash dividends, or cash capital increase subscription until the ex-dividend record date, the period from the capital reduction record date to the day before the first trading day following the capital reduction and its share exchange, and the book closure period for the Company's other common stocks in accordance with the law. Such requests shall be processed in accordance with the provisions of Articles 10, 13, and 15 of the Procedures.

X. Procedures regarding request for conversion

When requesting conversion, creditors should prepare the conversion notice along with the related documents and submit them to the Company's stock affairs agency. The conversion will take effect upon delivery of the precedent documents and cannot be revoked thereafter. Upon acceptance by the Company's stock transfer agency, it should be recorded in the shareholder roster and the Company's newly issued common shares should be delivered via book-entry transfer within five business days.

XI. Conversion price and its adjustment

(I) Method for setting the conversion price

The determination of the conversion price for the Private Convertible Bonds is authorized by the Shareholders' Meeting and calculated based on the higher of the following benchmark prices, with the record date set on MM DD, YYYYY:

51


(1) The simple average closing price of the common shares for one, three, or five business days prior to the pricing date, subtracting the ex-rights and dividends of bonus shares issued and adding back reverse capital reduction and ex-rights, followed by selecting one of the share prices obtained, which are respectively $OO, $OO, and $OO. $OO is chosen as the calculated benchmark price.

(2) In addition, the simple average closing price of the common shares for the 30 business days prior to the pricing date, subtracting the ex-rights and dividends of bonus shares issued and adding back the stock price after reverse capital reduction and ex-rights, is $OO.

(3) The reference price is the higher of the two benchmark prices mentioned above. Therefore, the average closing price of $OO for O business days prior to the pricing reference date is chosen as the reference price for the private placement. The pricing is based on OO% of the reference price, and the conversion price per share is tentatively set at $OO.

(II) Adjustment of conversion price

  1. Upon the issuance of the Private Convertible Bonds, besides various securities issued by the Company with common share conversion rights or stock warrants exchanging for common shares or new shares issued for employee bonuses, in the event of an increase in the Company's issued common shares (including cash capital increase through public offering or private placement, capitalization of retained earnings, capitalization of capital surplus, issuance of new shares in connection with corporate merger or receiving transfer of another company's shares, stock splits, and participation in the issuance of overseas depositary receipts through cash capital increase), the conversion price shall be adjusted using the following formula (calculated to NT cent and rounded off downwards, not upwards, to the nearest cent) on the ex-rights record date of the new shares issuance (those who have made actual payment, the adjustment shall be made on the full payment date for shares).

$$
\text{Adjusted conversion price} = \text{Pre-adjustment conversion price} \times \left[ \text{Number of issued shares} + \left( \text{Payment per share} \times \text{Number of new shares issued} \right) / \text{Market price per share} \right] / \left( \text{Number of issued shares} + \text{Number of new shares issued} \right)
$$

Note 1: The number of issued shares should include both publicly and privately issued shares, and less any treasury shares that have been repurchased by the Company but not yet canceled or transferred.

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Note 2: Where the new shares are distributed as stock dividends or stock split, the payment for such shares shall be zero.

Note 3: Where the issuance of new shares in connection with capital increase through merger, the payment per share shall be calculated as the net worth per share, as determined by the most recent financial statements of the dissolved company audited or reviewed by a CPA before the merger record date, multiplied by the exchange ratio. Where the issuance of new shares is in connection with receiving transfer of another company’s shares, the amount paid per share shall be the net worth per share of the acquired company, as calculated from the most recent financial statements audited or reviewed by a CPA, multiplied by the exchange ratio.

Note 4: In the event of a modification to the issuance price of new shares on the ex-rights record date of new shares issued by a cash capital increase, the above formula shall be revised to reflect the updated issuance price of new shares. If the conversion price, after recalculation, is lower than the initial adjusted conversion price announced prior to the ex-rights record date, then a new readjusted conversion price shall be proclaimed.

Note 5: For capital increases resulting from mergers, the adjustment shall be made on the merger record date, while adjustments for stock splits shall be made on the stock split record date. In the case of cash capital increases carried out through book building or participation in the issuance of overseas depository receipts, adjustments shall be made on the full payment date for shares since there is no ex-rights record date. For cash capital increases conducted through private placement, adjustments shall be made on the delivery date of private placements since there is no ex-rights record date.

Note 6: The number of newly issued shares includes the number of private placement shares.

Note 7: The determination of the market price per share shall be determined by calculating the simple average closing price of the common shares for either one, three, or five business days prior to

53


the ex-rights record date, pricing record date, or stock split record date.

  1. After the issuance of the Private Convertible Bonds, if the ratio of cash dividends distributed by the Company to market price per share exceeds 1.5%, the conversion price shall be reduced in proportion to the market price per share on the ex-dividend record date (calculated to NT cent and rounded off to the nearest cent). The conversion price reduction mentioned in this context does not apply to those who have requested conversion before the ex-dividend record date (exclusive). The adjusted formula is as follows:

$$
\text{Reduced conversion price} = \text{Pre-reduction conversion price} \times [1 - \text{the ratio of cash dividends distributed to market price per share (note)}]
$$

Note: The market price per share shall be determined by calculating the simple average closing prices of common shares for either one, three, or five business days prior to the ex-dividend book closure date for cash dividends.

  1. After the issuance of the Private Convertible Bonds, if the Company reissues or privately places various securities with common share conversion rights or stock warrants at a conversion or warrant price lower than the market price per share (Note 1) or grants the issuance of corporate common stock call warrants to others not in connection with a cash capital increase, the conversion price shall be adjusted using one of the following calculation formulas (calculated to NT cent and rounded off downwards, not upwards, to the nearest cent). Adjustment and announcement shall be made on the issuance date of the preceding securities or stock warrants or the delivery date of privately placed securities:
Conversion price after adjustment Conversion price before adjustment = $\left{ \begin{array}{l} \text{Number of shares issued (Note 2 and Note 3)} + \left( \begin{array}{l} \text{Conversion or subscription price of new or privately placed securities or shares} \ \text{Number of shares convertible or subscribable for by new or privately placed securities or stock options} \end{array} \right) \text{ (Market price per share)} \end{array} \right.$
Number of shares issued (Note 2 and Note 3) + Number of shares convertible or subscribable for by new or privately placed securities or stock options

Note 1: The market price per share is the simple average closing price of the common shares for either one, three, or five business days before the pricing record date (the delivery date of private placement securities) for the reissue of various securities with common share conversion rights or stock warrants.

Note 2: The number of issued shares should include both publicly and privately issued shares, and less any treasury shares that have been repurchased by the Company

54


but not yet canceled or transferred.

Note 3: If the reissuance of various securities with common share conversion rights or stock warrants is backed by treasury stock, the number of issued shares in the formula shall be adjusted and subtracted by the number of shares of the newly issued securities that are convertible or exercisable.

  1. After the issuance of the Private Convertible Bonds, if the Company's common shares are reduced as a result of a capital reduction other than the cancellation of treasury shares, the adjusted conversion price shall be calculated using the following formula, and the adjustment should be made on the record date of the capital reduction.

(1) Capital reduction to offset losses:

$$
\text{Conversion price after adjustment} = \frac{\text{Conversion price before adjustment} \times \text{Number of common shares issued before the capital decrease (Note 1)}}{\text{Number of common shares issued after the capital decrease (Note 1)}}
$$

(2) Capital reduction by cash:

$$
\text{Conversion price after adjustment} = \frac{(\text{Conversion price before adjustment} - \text{Cash refund per share}) \times \text{Number of common shares issued before the capital decrease (Note 1)}}{\text{Number of common shares issued after the capital decrease (Note 1)}}
$$

Note 1: The number of issued common shares should include both publicly and privately issued shares, and less any treasury shares that have been repurchased by the Company but not yet canceled or transferred.

XII. The listing and delisting of the Private Convertible Bonds on the TWSE

The Convertible Bonds are issued through private placement. According to the regulations of the competent securities authorities, the listing on TWSE and resale of the Private Convertible Bonds can only be conducted in compliance with the Securities and Exchange Act and relevant provisions. Three years after the delivery date of the Convertible Bonds, the decision to apply for the TWSE trading under relevant regulations shall be made by the Board of Directors based on the prevailing conditions.

After obtaining the competent authority's approval for the Private Convertible Bonds to be traded on the TWSE, the Company shall make public announcement after the approval of the TWSE is obtained. The Convertible Bonds will be delisted from the TWSE upon its complete conversion to common shares, or full repurchase or full repayment by the Company.

XIII. Listing of the newly converted shares on the TWSE

Once the Private Convertible Bonds held by the creditor are converted into the Company's common shares and any shares distributed in connection with a capital increase by earnings or

55


capital surplus, those shares can only be sold in the domestic market three years after the delivery date of the Private Convertible Bonds and after the Company's filing for the retroactive public offering to the competent authority and obtaining approval for listing on the TWSE.

XIV. Registration of share capital change

The Company is required to announce the number of shares delivered due to conversion exercised of the Private Convertible Bonds in the previous quarter within 15 days after the end of each quarter. Additionally, the Company shall apply for capital change registration at least once per quarter to the competent authority in charge of company registration.

XV. Treatment of fractional shares with monetary value in conversion

In the event of fractional shares with monetary value in the conversion of the Company's common stock, creditors may not combine the fractional shares to form a whole share, and the Company will not provide any compensation for the fractional shares.

XVI. Rights and obligations after conversion

The rights and obligations of the common shares obtained by creditors upon the effectiveness of conversion are the same as those of common shares previously issued by the Company. Nevertheless, common shares after conversion remain as privately placed securities and shall be subject to the transfer restrictions under the Securities and Exchange Act and related laws. Moreover, the converted common shares will need to undergo review and approval by the TWSE, and they can only be listed for trading after the competent securities authority has completed the review procedure for retroactive public offering.

XVII. This Company's redemption right for the Private Convertible Bonds

(I) From the day following three months (MM DD, YYYY) after the issuance date of the Private Convertible Bonds until 40 days before (MM DD, YYYY) the maturity of the issuance period, if the closing price of the Company's common share at the centralized securities exchange market or the over-the-counter (OTC) markets exceeds the Convertible Bonds conversion price by 30% or more for 30 consecutive business days, the Company may, within 30 business days thereafter, send the creditors the "Bond Redemption Notice" by registered mail (those indicated in the list of creditors ahead of the fifth business day prior the mailing date of the "Bond Redemption Notice." Creditors who subsequently acquire the Bonds through trading or other reasons shall be notified through public announcement) with the expiration period of one-month (the said period starts from the Company's mailing date, and the expiration date of the said period shall be the record date of bond redemption). Within five business days after the bond redemption record date, the Private Convertible Bonds held by the creditors shall be redeemed in cash at the par value of the bond, and the record date of bond redemption shall not fall within the suspension period of converting the Private

56


57

Convertible Bonds.

(II) From the day following three months (MM DD, YYYY) after the issuance date of the Private Convertible Bonds until 40 days before (MM DD, YYYY) the maturity of the issuance period, if the outstanding balance of the Convertible Bonds is less than 10% of the original total issuance amount, the Company may send the creditors the "Bond Redemption Notice" by registered mail (those indicated in the list of creditors on the fifth business day before the mailing date of "Bond Redemption Notice." Creditors who subsequently acquire the Bonds through trading or other reasons shall be notified through public announcement) with the expiration period of one-month (the said period starts from the Company's mailing date, and the expiration date of the said period shall be the record date of bond redemption). Within five business days after the bond redemption record date, the Private Convertible Bonds held by the creditor shall be redeemed in cash at the par value of the bond, and the record date of bond redemption shall not fall within the suspension period of converting the Private Convertible Bonds.

(III) If the creditor fails to respond in writing to the Company's stock affairs agency (effective upon delivery, or postmark date if sent by mail) before the bond redemption record date specified in the "Bond Redemption Notice," agreeing to the bond redemption or requesting conversion into the Company's common shares in accordance with the Procedures, the Company may convert the Private Convertible Bonds held by the creditor into the Company's common share based on the conversion price at that time, with the expiration date of the notice period as the conversion record date.

(IV) The Company shall redeem the Private Convertible Bonds in cash within five business days after the redemption record date (exclusive).

XVIII. The disposition of cash dividends and stock dividends in the year of conversion.

(I) Creditors who submit a conversion request from Jan. 1 of the current year to 15 business days (exclusive) prior to the Company's book closure date for cash dividends (book closure date for stock dividends), may use the common shares obtained through the conversion to participate in the cash dividends (stock dividends) distribution for the previous year, as resolved by the Shareholders' Meeting in the current year.

(II) The conversion of the Private Convertible Bonds shall be suspended from 15 business days (inclusive) prior to the Company's book closure date for cash dividends (book closure date for stock dividends) in the current year until the ex-dividend (ex-right) record date (inclusive).

(III) Creditors, who submit a conversion request from the day following the ex-dividend record date (ex-right record date) of the current year's cash dividend to Dec. 31 of the same year (inclusive), may not claim the cash dividends (stock dividends) distribution for the previous


year, as resolved by the Shareholders' Meeting in the current year. However, the common shares obtained through the conversion may participate in the cash dividends (stock dividends) distribution for the current year, as resolved by the Shareholders' Meeting in the following year.

XIX. Any Private Convertible Bonds that have been redeemed (including buying back from the securities exchange market), repaid, or converted by the Company will be canceled and will no longer be sold or issued. In addition, the attached conversion rights thereto will also be extinguished.

XX. The Private Convertible Bond and its common shares obtained through conversion are both registered forms, and any transfer of ownership, registration of changes, pledge, loss of shares, etc., will be processed according to the “Regulations Governing the Administration of Shareholder Services of Public Companies” and relevant provisions of the Company Act. Additionally, tax matters shall be conducted in compliance with the Tax Act provisions at the time.

XXI. The Convertible Bonds are issued through private placement, and the name of the trustee and its agreed-upon matters comply with the provisions of the Company Act, which do not require compulsory trust provisions.

XXII. The Company has entrusted the Private Convertible Bonds to its stock affairs agency for handling matters related to principal repayment, interest payment, and conversion.

XXIII. The issuance of the Private Convertible Bonds is delivered by book-entry transfer under Article 8 of the Securities and Exchange Act. Thus, no physical bonds are printed.

XXIV. Matters not specified in the procedures of issuance and conversion for the Private Convertible Bonds shall be addressed in accordance with the relevant laws and regulations.

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Attachment 10

Directors and Independent Directors Candidates List

Type Name Educational Background Experience/Current Position Number of Shares Held
Director Chanyeh Investment Co., Ltd.
Representative: Wang, Yi-Heng Department of Finance, University of Southern California Experience
`Co-founder, London Asia Capital plc
`Managing Director, London Asian Infrastructure Investment Bank
Current position
`Chairman and General Manager of the Company
`Chairman and General Manager, ShineRay Co., Ltd.
`Director, Baulong Technology Co., Ltd.
`Chairman, Hong Kong ShineRay Co., Ltd.
`Chairman, Jye Tai Electronics
`Chairman, XIANG HAO a Company Limited
`Chairman, Perfect Drive Co., Ltd. 12,000 shares
Director Yungmei Investment Co., Ltd.
Representative: Ma, Yung-rui Master, Graduate Institute of Graphic Arts & Communications, National Taiwan Normal University Experience
`Deputy General Manager, Sanlih Entertainment Television
`Executive Vice President, EBC
`Senior Vice President, Asia Television Hong Kong
`Chairman, CTi Television
Current position
`Chairman, Langlove Social Welfare Foundation
`Vice Chairman and President, ET New Media Holding Co., Ltd. 26,000 shares
Director Yungmei Investment Co., Ltd.
Representative: Li, Wan-yu Soochow University Experience
`Manager, TIFC Futures
`Manager, Yuanta Futures
`Manager, TCSC Futures
`Manager, FUTURE LEADING INVESTMENT PTE. LTD.
Current position
`Manager, Kinmanster Ltd. 26,000 shares
Independent Director Shih, Ching-Hui PH. D., Graduate Institute of International Business Administration, Chinese Culture Experience
`Certified Public Accountant at Crown & Co., CPAs
`Associate Professor, Department of Computer Science & Information Engineering, Asia University 2,000 shares

Type Name Educational Background Experience/Current Position Number of Shares Held
University ‘Adjunct Associate Professor, Department of Accounting Information, National Taichung University of Science and Technology
‘Assistant Administrator, Taipei City Government
‘Auditor, Ministry of Economic Affairs
‘Section Chief, Fair Trade Commission
‘Director of the Accounting Office, National Open University
Current position
‘Adjunct Associate Professor, Department of Accounting Information, National Taichung University of Science and Technology
‘Supervisor, Hwa Kang Arts School
Independent Director Pan, Tzu-Yin Master’s Degree from Syracuse University, USA Experience
‘Chairman and General Manager, CTI Television Inc.
‘Executive Vice President, GTV
‘Deputy General Manager of Eastern Television
Current position
‘Chairman, ProVoice Culture Media Co., Ltd. 0 shares
Independent Director Lin, Pei-Yi Department of Law, Economic and Financial Law Group, Fu Jen Catholic University Experience
Adjunct Professor, Shih Chien University
Litigation Attorney, Chunghwa Telecom Co., Ltd.
Current position
‘Principal Attorney, Lin, Pei-Yi Law Office 0 shares
Independent Director Chen, Yu-Hsiang Master of Laws, National Taiwan University Experience
‘Compliance Officer, Farglory Land Development Co., Ltd.
‘Attorney, HWANG, LIN & PARTNERS
‘Judicial Assistant, Taiwan High Court
Current position
‘Attorney, CILO 0 shares

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Four. Appendices

Appendix 1

Lang Inc.

Rules of Procedure for Shareholders' Meetings

Article 1 Unless otherwise provided for by the relevant laws and regulations or the Company's Articles of Incorporation, the rules for the shareholders' meetings of the Company shall follow the Rules.

Article 2 Unless otherwise provided by law or regulation, the Company's shareholders' meetings shall be convened by the Board of Directors.

Changes to the method of convening the shareholders' meeting shall be subject to a resolution by the Board of Directors and shall be made no later than before the notice of the shareholders' meeting is sent.

30 days before the Company convenes an annual shareholders' meeting or 15 days before an extraordinary shareholders' meeting, the Company shall prepare electronic files of the meeting notice, proxy form, information on proposals for ratification, matters for discussion, election or dismissal of directors, and other matters on the shareholders' meeting agenda and upload them to the Market Observation Post System (MOPS). Meanwhile, 21 days before the Company convenes an annual shareholders' meeting or 15 days before an extraordinary shareholders' meeting, it shall prepare an electronic file of the shareholders' meeting agenda handbook and the supplementary materials and upload them to the MOPS. Fifteen days before the Company convenes a shareholders' meeting, it shall prepare the shareholders' meeting agenda handbook and supplementary materials and make them available for the shareholders to obtain and review at any time. In addition, the handbook shall be displayed at the Company and its professional shareholder service agency.

The Company shall provide the handbook and supplementary materials mentioned in the preceding paragraph to the shareholders on the day of the shareholders' meeting in the following methods:

I. For physical shareholders' meetings, to be distributed on-site at the meeting.

II. For hybrid shareholders' meetings, to be distributed on-site at the meeting and shared on the virtual meeting platform.

III. For virtual shareholders' meetings, electronic files shall be shared on the virtual meeting platform.

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

Election or dismissal of directors, amendments to the Articles of Incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of the removal of the non-compete clause for the directors, capitalization of earnings, capitalization of legal reserve, dissolution, merger, or demerger of the Company, or any matter in each subparagraph under Article 185, paragraph 1 of the Company Act; Articles 26-1 and 43-6 of the Securities and


Exchange Act, and Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, shall be set out and the essential contents explained in the notice of the shareholders’ meeting. None of the above matters may be raised by an extempore motion.

Where an election of all directors and their inauguration date shall be stated in the notice of the shareholders’ meeting, after the completion of the election in said meeting, such inauguration date may not be altered by any extempore motion or otherwise in the same meeting.

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

A shareholder may propose a recommendation for urging the corporation to promote public interests or fulfill its social responsibilities, provided procedurally the number of items so proposed is limited only to one in accordance with Article 172-1 of the Company Act, and no proposal containing more than one item will be included in the meeting agenda.

Prior to the book closure date before an annual shareholders’ meeting is held, the Company shall publicly announce its acceptance of shareholders’ proposals in writing or by electronic means and the location and time period for their submission; the period for acceptance of shareholders’ proposals may not be fewer than 10 days.

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

The company shall, prior to preparing and delivering the shareholders’ meeting notice, inform, by a notice, all the proposal submitting shareholders of the proposal screening results, and shall list in the shareholders’ meeting notice the proposals conforming to the requirements set out in this Article. With regard to the proposals submitted by shareholders but not included in the agenda of the meeting, the cause of exclusion of such proposals and explanation shall be made by the board of directors at the shareholders’ meeting to be convened.

Article 3 For each shareholders’ meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the Company and stating the scope of the proxy's authorization.

Each shareholder may issue only one proxy form and appoint only one proxy for any given shareholders’ meeting and shall deliver the proxy form to the Company at least five days before the date of the shareholders’ meeting. When a duplicate proxy form is served, the one received earliest shall prevail, unless a declaration is made to cancel the previous proxy form.

Once a proxy form is received by the Company, if a shareholder wishes to attend the shareholders’ meeting in person or to exercise their voting rights in writing or by

62


electronic means, a written proxy rescission notice shall be filed with the Company two days prior to the date of the shareholders' meeting, otherwise, the voting power exercised by the authorized proxy at the meeting shall prevail.

Once the proxy form is received by the Company, in the case that the shareholder intends to attend the shareholders' meeting by video conference, a written proxy rescission notice shall be filed with the Company 2 days prior to the date of the shareholders' meeting; otherwise, the voting power exercised by the authorized proxy at the meeting shall prevail.

Article 4 The venue for the shareholders' meetings of the Company shall be the premises of the Company or a place easily accessible to shareholders and suitable for a shareholders' meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to independent directors' opinions with respect to the place and time of the meeting.

When the Company convenes a shareholders' meeting by video conference, it is not subject to the restriction on the venue of the meeting under the preceding paragraph.

Article 5 The Company shall state, in the meeting notice, the sign-in time and place for shareholders, solicitors, and proxies (hereinafter referred to as "shareholders"), and other matters that shall be noted.

The time at which shareholders' sign-in begins, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The sign-in place shall be clearly marked and staffed with a sufficient number of suitable personnel. When the shareholders' meeting is convened by video conference, the sign-in process shall begin on the video conference platform 30 minutes before the meeting commences. Shareholders who have completed the sign-in shall be deemed to have attended the shareholders' meeting in person.

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

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

The Company shall furnish attending shareholders with the meeting handbook, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors, ballots shall also be furnished.

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

If the shareholders' meeting is convened by video conference, shareholders who wish to attend by video conference should register with the Company two days prior to the shareholders' meeting.

If the shareholders' meeting is convened by video conference, the Company shall upload the meeting agenda handbook, annual report, and other relevant materials to the video conference platform at least 30 minutes prior to the start of the meeting and

63


continue to disclose them until the end of the meeting.

Article 5-1 When the Company convenes the shareholders' meeting by video conference, the information below shall be stated in the meeting notice:

II. Methods for shareholders to participate in the meeting and exercise their rights.

III. Actions to be taken if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events, at least covering the following particulars:

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

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

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

(IV) Actions to be taken if the outcome of all proposals have been announced and extraordinary motion has not been carried out.

IV. To convene a virtual shareholders' meeting, appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders' meeting online shall be specified.

Article 6 If a shareholders' meeting is convened by the Board of Directors, the meeting shall be chaired by the Chairman. When the Chairman is on leave or unable to exercise the powers as the chair for any reason, the Vice Chairman shall chair the meeting on his behalf. Where there is no such a position as Vice Chairman or the Vice Chairman is on leave or unable to exercise the powers as the chair for any reason, the Chairman shall appoint one of the managing directors to act as the chair. Where there is no such a position as managing director, the Chairman shall appoint one of the directors to act as the chair. Where the Chairman fails to make such a designation, the managing directors or directors shall select, from among themselves, one person to serve as the chair.

When a managing director or director serves as the chair, as referred to in the preceding paragraph, the director shall have held that position for six months or more with great understanding of the Company's financial position and business conditions. The same shall apply for a representative of an institutional director to serve as the chair.

It is advisable that shareholders' meetings convened by the Board of Directors be chaired by the Chairman in person and attended by a majority of the directors, at

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least one supervisor in person, and at least one member of the functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes. Where a shareholders’ meeting is convened by a party with power to convene other than the Board of Directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.

The Company may appoint its attorneys, CPAs, or relevant persons retained by it to attend a shareholders’ meeting in a non-voting capacity.

Article 7

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

The audio and video recording in the preceding paragraph shall be kept for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation. If a shareholders' meeting is convened by video conference, the Company shall keep records of shareholders' registration, sign-in, questions raised, as well as voting and the Company’s vote counting results and retain the records, while making an uninterrupted audio and video recording of the entire video conference.

The above-mentioned materials and audio and video recordings shall be properly kept by the Company during the period of its existence, and the audio and video recordings shall be provided to those who are entrusted to handle the video conference affairs for storage.

Article 8

Attendance at shareholders’ meetings shall be counted based on numbers of shares. The number of shares in attendance shall be counted according to the shares indicated in the sign-in book or the sign-in cards handed in and the sign-in record on the video conference platform plus the number of shares whose voting rights are exercised in writing or by electronic means.

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

However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If attending shareholders still represent less than one third of the total number of issued shares after two postponements, the chair shall declare the meeting adjourned. If a shareholders' meeting is convened by video conference, the Company shall also declare the meeting adjourned on the video conference platform.

If there are not enough shareholders representing at least one third of issued shares attending the meeting after two postponements, tentative resolutions may be passed in accordance with Article 175, paragraph 1 of the Company Act. Shareholders shall be notified of the tentative resolutions, and another shareholders’ meeting will be convened within one month. If a shareholders’ meeting is convened by video conference, shareholders who wish to attend by video conference shall re-register with the Company in accordance with Article 5.

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

Article 9
If a shareholders’ meeting is convened by the Board of Directors, the meeting agenda shall be set by the Board of Directors. A one-time vote shall be cast on the proposals on the agenda (including extempore motions and amendments to the original proposals set out in the agenda) after they’re discussed one by one. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution by the shareholders’ meeting.

The provisions of the preceding paragraph apply mutatis mutandis to a shareholders’ meeting convened by a party with the power to convene other than the Board of Directors.

The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders’ meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.

The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extempore motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote, and schedule sufficient time for voting.

Article 10
Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.

A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech is not in alignment with the subject on the speaker's slip, the spoken content shall prevail. Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.

Attending shareholders may not interfere with the speaking shareholders without the Chairman's consent and the speaking shareholders. The Chairman will have the violating shareholders stopped.

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

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

If a shareholders’ meeting is convened by video conference, shareholders who

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participate by video conference may ask questions in text on the video conference platform after the chair calls the meeting to order and before the chair declares the meeting adjourned. The number of questions raised by each shareholder for each motion shall not exceed two, each question shall be limited to 200 words, and the provisions of paragraphs 1 to 5 shall not apply.

Article 11 Votes cast at shareholders’ meetings shall be calculated based on numbers of shares. With respect to resolutions by a shareholders’ meeting, the number of shares held by a shareholder without voting rights shall not be calculated as part of the total number of outstanding shares.

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

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

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

Article 12 A shareholder shall be entitled to one vote for each share held, except when the shares are restricted to shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.

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

A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Company at least two days before the date of the shareholders’ meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.

After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders' meeting in person or online, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to the Company, by the same means by which the voting rights were exercised, before 2 days before the date of the shareholders' meeting. If the notice of retraction is submitted after that

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time, the voting rights already exercised by correspondence or electronic means shall prevail. If the shareholder exercises the voting right in writing or by electronic means and appoints a proxy with a proxy form to attend the shareholders’ meeting, the voting right exercised by the attending proxy at the meeting shall prevail.

Except as otherwise provided in the Company Act and in the Company's Articles of Incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, after the total number of voting rights represented by the attending shareholders is announced, a poll of the shareholders shall follow. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.

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

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

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

When a shareholders’ meeting is convened by video conference, shareholders participating by video conference shall vote on various motions and election(s) on the video conference platform after the chair calls the meeting to order. They shall complete the voting before the chair declares the voting closed, otherwise they shall be deemed to have waived their voting rights.

When a shareholders’ meeting is convened by video conference, after the chair declares the voting closed, the votes shall be counted at one go, and the voting and election results shall be announced.

If a shareholders’ meeting is convened, along with a video conference held at the same time, shareholders who have registered to attend the shareholders' meeting by video conference in accordance with Article 6, intend to attend the physical shareholders' meeting in person, shall rescind the registration in the same manner as the registration two days before the shareholders' meeting, otherwise they can only attend the shareholders' meeting by video conference.

Those who exercise their voting rights in writing or by electronic means without retracting their declaration of intention and participate in the shareholders' meeting by video conference shall not exercise their voting rights on the same motions, propose amendment to the same motions, or exercise their voting rights for revised motions, except for extempore motions.

Article 13 The director election at a shareholders' meeting shall be held in accordance with the

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Regulations Governing the Election of Directors and Independent Directors, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes with which they are elected.

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

Article 14 Matters relating to the resolutions by a shareholders’ meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form.

Said distribution may be announced through the MOPS.

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

When a shareholders' meeting is convened by video conference, the minutes of the shareholders' meeting shall contain the start and end time of the shareholders' meeting, the method of convening the meeting, the names of the chair and the meeting taker, as well as the response method and the response situation when any natural disasters, accidents, or other force majeure events have obstructed the video conference platform or the participation in the video conference in addition to the matters that shall be recorded in accordance with the preceding paragraph.

When a shareholders' meeting is convened by video conference, the Company shall proceed as per the preceding paragraph and shall specify the alternative measures provided to shareholders who have difficulty participating in the video conference in the minutes of the shareholders' meeting.

Article 15 The Company shall, on the day of the shareholders' meeting, compile a statistical statement in the prescribed format and disclose the number of shares solicited by the solicitor, the number of shares represented by the proxies, and the number of shares in attendance in writing or by electronic means clearly on site at the shareholders' meeting. When a shareholders' meeting is convened by video conference, the Company shall upload the aforementioned information to the video conference platform at least 30 minutes before the start of the meeting and continue to disclose it until the end of the meeting.

When a shareholders’ meeting is convened by video conference, when the chair calls the meeting to order, the total number of shares in attendance shall be disclosed on the video conference platform. The same shall apply if the total number of shares and voting rights in attendance are counted during the meeting.

If any resolutions by the shareholders' meeting are material information as stipulated by laws and regulations or Taiwan Stock Exchange Corporation (Taipei Exchange),

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the Company shall upload the content to the MOPS prior to a deadline.

Article 16
The chair of a shareholders’ meeting, may direct the proctors (or security personnel) to help maintain order at the meeting place.
At the place of a shareholders’ meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the Company, the chair may prevent the shareholder from so doing.
When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.

Article 17
When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.
If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders' meeting may adopt a resolution to resume the meeting at another venue.
A resolution may be adopted at a shareholders’ meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act.

Article 18
In the event of a virtual shareholders meeting, the Company shall disclose real-time results of votes and election immediately after the end of the voting session on the virtual meeting platform according to the regulations.

Article 19
When a shareholders' meeting is convened by video conference, the chair and the minute taker shall be at the same location in Taiwan, and the chair shall disclose the address of the place when calling the meeting to order.

Article 20
In the event of a virtual shareholders meeting, if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events before the chair has announced the meeting adjourned, and the obstruction continues for more than 30 minutes, the meeting shall be postponed to or resumed on another date within 5 days, in which case Article 182 of the Company Act shall not apply.
In the event of any incident in the preceding paragraph that caused the meeting to be postponed or resumed, shareholders who have not registered to participate in the original shareholders' meeting by video conference shall not participate in the meeting postponed or resumed.
For a meeting to be postponed or resumed under the second paragraph, the number of shares represented by, and voting rights and election rights exercised by the shareholders who have registered to participate in the affected shareholders' meeting and have successfully signed in the meeting, but do not attend the postpone or resumed session, at the affected shareholders' meeting, shall be counted towards the total number of shares, number of voting rights and number of election rights represented at the postponed or resumed session.
During a postponed or resumed session of a shareholders' meeting held under the first paragraph, no further discussion or resolution is required for proposals for

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which votes have been cast and counted and results have been announced, or list of elected directors.

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

When the meeting shall continue as in the preceding paragraph, for shareholders participating by video conference, the number of their shares shall be included in the total number of shares in attendance; however, they shall be deemed to abstain for all motions resolved at the shareholders' meeting.

Article 21 When a shareholders' meeting is to be convened by video conference, appropriate alternatives to shareholders who have difficulty participating in the meeting by video means shall be provided.

Article 22 These Rules shall take effect after having been submitted to and approved by a shareholders meeting. Subsequent amendments thereto shall be effected in the same manner.

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Appendix 2

Lang Inc.

Rules Governing the Election of Directors

Article 1
The election of the Company’s directors shall be conducted in accordance with the “Rules Governing the Election of Directors”.

Article 2
The election of the Company’s directors shall be implemented in accordance with the name recording cumulative voting method. Elections of directors (including independent directors) shall be conducted in accordance with the candidate nomination system and procedures set out in Article 192-1 of the Company Act.

Article 2-1
Except where the Competent Authority has granted approval, the following relationships may not exist among more than half of a Company’s directors:

(I) Spouse

(II) A familial relationship within the second degree of kinship.

The election of the Company’s independent directors shall comply with the relevant requirements of the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies,” and shall be conducted in accordance with the requirements of the “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies.”

Article 2-2
When the originally selected directors do not meet the requirements specified in Article 2-1 of these Rules, in the event there are multiple directors who do not meet the conditions, the election of the director receiving the lowest number of votes among those not meeting the conditions shall be deemed invalid.

Article 3
The number of directors shall comply with the requirements specified in the Company’s articles of incorporation, with voting rights separately calculated for independent and non-independent director positions. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.

Article 4
The chair shall appoint a number of persons with shareholder status to perform the respective duties of vote monitoring and counting personnel before the election started. The monitoring personnel shall be shareholders.

The ballot boxes shall be prepared by the board of directors and publicly checked by the vote monitoring personnel before voting commences.

Article 5
The board of directors shall prepare separate ballots for directors in numbers corresponding to the directors or supervisors to be elected. The number of voting


rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders' meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.

Article 6
If the candidate is a shareholder, the voter must fill in the name of the candidate and the shareholder account number in the "Candidate" column of the ballot. If the candidate is not a shareholder, the name of the candidate and the ID Card No. should be filled in the said column, but when a government or juristic person is the candidate, the full title, uniform number, and name of the representative of the government or juristic person should be filled in. If there are several representatives delegated, the names of the representatives should be filled in separately.

Article 7
A ballot is invalid under any of the following circumstances:
(1) Ballots specified in the provisions of these regulations are not used.
(2) A blank ballot is placed in the ballot box.
(3) The writing is unclear and indecipherable.
(4) Other words or marks are entered in addition to the candidate's account name (full name) and shareholder account number (ID Card No. or Corporate Tax ID No.).
(5) If the elected candidate is a shareholder and the account name and account number are incorrect, or, if the candidate is not a shareholder and their name and ID Card No. or Corporate Tax ID No. is confirmed to be inconsistent or wrong.
(6) The number of candidates filled in the ballot exceeds the quorum.

Article 8
The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation shall be announced by the chair on the site.

Article 9
Matters not stipulated in the "Rules Governing the Election of Directors" shall be handled in accordance with the Company Act and relevant laws and regulations.

Article 10
The "Rules Governing the Election of Directors" shall be implemented after being approved by the shareholders meeting, and the same shall apply when amended.

Article 11
Approval and amendment dates: These Rules were duly enacted on June 18, 2002.
The 1st amendment was made on June 14, 2006.
The 2nd amendment was made on June 27, 2017.
The 3rd amendment was made on June 29, 2018.
The 4th amendment was made on June 15, 2020.

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Appendix III

Lang Inc. – Articles of Incorporation

Chapter I General Rules

Article 1: The Company is organized in accordance with the provisions of the Company Act and named Lang Inc.

Article 2: The scope of business of the Company shall be as follows:

  1. CA01130 Copper Rolling, Drawing and Extruding.
  2. C805020 Manufacture of Plastic Films and Bags.
  3. C805050 Industrial Plastic Products Manufacturing.
  4. C805990 Other Plastic Products Manufacturing.
  5. CB01010 Mechanical Equipment Manufacturing.
  6. CC01030 Electrical Appliances and Audiovisual Electronic Products Manufacturing.
  7. CC01080 Electronics Components Manufacturing.
  8. CC01100 Controlled Telecommunications Radio-Frequency Devices and Materials Manufacturing.
  9. CC01990 Other Electrical Engineering and Electronic Machinery Equipment Manufacturing.
  10. F213010 Retail Sale of Household Appliance.
  11. F219010 Retail Sale of Electronic Materials.
  12. JA02010 Electric Appliance and Electronic Products Repair.
  13. I301010 Information Software Services.
  14. I301020 Data Processing Services.
  15. I301030 Electronic Information Supply Services.
  16. F108031 Wholesale of Medical Devices.
  17. F118010 Wholesale of Computer Software.
  18. F218010 Retail Sale of Computer Software.
  19. F208031 Retail Sale of Medical Apparatus.
  20. F213080 Retail Sale of Machinery and Equipment.
  21. F401010 International Trade.
  22. I401010 General Advertising Services.
  23. J404010 Animated Motion Picture Production.
  24. J601010 Arts and Literature Service.
  25. J602010 Performing Arts Activities Industry.
  26. H701010 Housing and Building Development and Rental.
  27. H701020 Industrial Factory Development and Rental.
  28. H703100 Real Estate Leasing.
  29. H703090 Real Estate Business.
  30. ZZ99999 All business items that are not prohibited or restricted by law, except

those that are subject to special approval.

Article 2-1: The Company for business needs may make an external endorsement guarantee in accordance with the relevant regulations of the security competent authority.

Article 2-2: The Company’s reinvestment amount is not subject to the restriction that the transferred investments shall not exceed 40% of the paid-in capital as stated in Article 13 of the Company Act.

Article 2-3: (Deleted)

Article 3: The Company shall have its head office registered in Taipei City, and when it is determined to be necessary, upon the resolution of the board of directors, branches may be established domestically or overseas.

Article 4: (Deleted).

Chapter II Shares

Article 5: The total capital of the Company shall be at the amount of NT$1.8 billion, divided into 180 million shares, at the par value of NT$10 per share. An amount of NT$80 million is reserved from the aforementioned total capital for the issuance of employee stock warrants for a total of 8 million shares at NT$10 per share. The board of directors is authorized to distribute the shares at discrete times depending upon the needs.

Article 5-1: To issue employee stock warrants that are not subject to the exercise price restriction set out in the relevant laws and regulations, an issuer is required to obtain the consent of at least two-thirds of the voting rights represented at a shareholders meeting attended by shareholders representing a majority of the total issued shares. The issuer is allowed to register multiple issues over a period of 1 year from the date of the shareholders resolution.

Article 5-2: The Company may have the treasury stock transferred to employees at less than the average actual share repurchase price; however, it must be with the consent of at least two-thirds of the voting rights present at the most recent shareholders meeting attended by shareholders representing a majority of total issued shares in accordance with the relevant laws and regulations.

Article 5-3: When the Company issues new shares, the employees who subscribe to the shares include the employees of the parent company or subsidiaries meeting certain specific requirements to be entitled to receive shares; also, the board of directors is authorized to resolve the conditions and subscription methods.

When the Company issues new restricted employee shares, the employees who subscribe the shares include the employees of the parent company or subsidiaries meeting certain specific requirements; also, the board of directors is authorized to resolve the conditions and distribution methods.

When the Company issues employee stock options, the employees who subscribe to the stock options include the employees of the parent company or subsidiaries

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meeting certain specific requirements; also, the board of directors is authorized to resolve the conditions and distribution methods.

When the Company buys back treasury stock and transfers it to employees, the employees who receive treasury stock include the employees of the parent company or subsidiaries meeting certain specific requirements; also, the board of directors is authorized to resolve the conditions and distribution methods.

Article 6: The administration of the shareholder services of the Company shall be handled according to the “Regulations Governing the Administration of Shareholder Services of Public Companies” announced by the competent authorities.

Article 7: (Deleted).

Article 8: The share certificates of the Company shall be in registered form and signed or sealed by the director representing the Company and shall be certified for issuance of the share certificates according to the laws. The Company may be exempted from printing any share certificate for the registered shares issued, but the Company shall register the issued shares with a centralized securities depository enterprise.

Chapter III Shareholders' Meeting

Article 9: Stock transfers shall be suspended within sixty days before a regular meeting of shareholders or thirty days before a special meeting of shareholders, or within five days before the base date on which the Company decides to distribute dividends or any other benefits.

The Company may have the shareholders' meeting held by means of virtual communication network or other methods promulgated by the Ministry of Economic Affairs.

Article 10: The shareholders' meeting shall be classified into two types of the ordinary shareholders' meeting and extraordinary shareholders' meeting. The ordinary shareholders' meeting shall be convened once per year, and shall be convened within six months after the close of each fiscal year. An extraordinary shareholders' meeting may be convened whenever necessary according to relevant laws. The shareholders' meeting notice may be issued electronically, and the convention procedures shall be handled in accordance with Article 172 of the Company Act.

Article 11: For the convention of shareholders' meetings, all shareholders shall be informed thirty days before the convention of an ordinary shareholders' meeting, and fifteen days before the convention of an extraordinary shareholders' meeting. The reasons of convention shall be indicated in the notice.

Article 12: During the convention of a shareholders' meeting of the Company, the chairman of the board shall be the chair of the meeting. In case where the chairman of the board is absent, the chairman of the board shall appoint a director to act as a proxy thereof. In case where the chairman of the board fails to appoint a proxy, the directors shall elect one person from among themselves to act as the proxy. For a

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shareholders' meeting convened by any other person having the convening right, the person having the convening right shall be the chair, and if there are two or more persons having the convening right, the chair of the meeting shall be elected from among themselves.

Article 13: Where a shareholder for any reasons cannot attend a shareholders' meeting in person, he or she may appoint a proxy to attend a shareholders' meeting on his/her/its behalf by executing a power of attorney printed by the Company stating therein the scope of power authorized to the proxy. The use of proxies shall comply with the regulations of the Company Act and shall also be handled in accordance with the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies announced by the competent authority.

Article 14: A shareholder shall be entitled to one vote for each share held, unless otherwise provided for in the Company Act.

Article 15: The Company's shareholders' meeting, unless otherwise specified in the Company Act, shall be attended by a majority of the shareholders representing more than half of the total number of the outstanding shares in order to convene the shareholders' meeting, and resolutions thereof shall be executed based on the majority of the voting rights of the attending shareholders. When the Company holds a shareholder meeting, it shall adopt the exercise of voting rights by electronic means and may adopt the exercise of voting rights by correspondence. A shareholder exercising voting rights by electronic means will be deemed to have attended the meeting in person, which shall be handled in accordance with the laws and regulations.

Article 15-1: Matters relating to the resolutions of a shareholder meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The aforementioned meeting minutes in the preceding paragraph may be produced and distributed in electronic form. The Company may distribute the meeting minutes as stated in the preceding paragraph by means of a public announcement.

Chapter IV Board of Directors and Audit Committee

Article 16: The Company shall have seven to nine Directors, among which the number of Independent directors shall not be less than three and shall not be less than one-third of the total number of directors. The quorum of the board of directors shall be determined by the board of directors through resolution. For the election of directors, the candidates nomination system shall be adopted in accordance with the provision of Article 192-1 of the Company Act, and directors are elected by the shareholders' meeting from the candidate roster with the term of office of three years, and directors may be eligible for re-election. The name recording cumulative voting method shall be used for election of the Company's directors. In the process

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of electing directors at a shareholders’ meeting, the number of votes exercisable in respect of one share shall be the same as the number of directors to be elected, and the total number of votes per share may be consolidated for election of one candidate or may be split for election of two or more candidates. The total stock shares owned by the directors of the Company as stated in the preceding paragraph shall not be less than the percentage of total issued shares specified by the competent authority. Regulations governing the professional qualifications, restrictions on shareholdings and concurrent positions held, method of nomination and election, and other matters for compliance with respect to independent directors shall be prescribed by the Competent Authority.

Article 16-1: The following relationships may not exist among more than half of the Company’s directors:

(I) Spouse.

(II) Relative within the second degree of kinship.

Article 16-2: The Company may obtain a liability insurance for the board directors with respect to liabilities resulting from exercising their duties during their terms of directorship.

Article 17: The board of directors shall consist of the Company’s directors. The chairman shall be elected by a majority of the directors attending a meeting of the board of directors at which at least two-thirds of directors shall be present. The chairman shall represent the Company externally.

Article 18: Board of directors’ meetings shall be convened at least once quarterly. During the convention of a board of directors’ meeting, notices indicating the reasons of convention shall be delivered to all directors seven days in advance; provided that in case of emergencies, such meeting may be convened at any time. The notice set forth in the preceding paragraph may be effective in writing, fax, or by means of electronic transmission. Board meetings shall be convened and chaired by the chairperson of the board. If the chairman is on leave for reasons, the chairman shall designate a director to chair the meeting; if no such designation is made, the directors shall elect among themselves one director to chair the meeting.

Article 19: The functions and powers of the board of directors shall be handled in accordance with Article 202 of the Company Act.

Article 20: Unless otherwise specified in the Company Act, resolutions of the board of directors’ meeting shall be executed based on the attendance of a majority of directors and the consents of a majority of the attending directors.

Article 21: A director may authorize another director of the Company in writing to attend a board of directors’ meeting and execute the voting rights to the authorized matters proposed in the meeting on his/her behalf; however, each director may only represent another one director only.

Article 22: The Company shall establish the audit committee according to Article 14-4 of the Securities and Exchange Act. The audit committee shall be composed of the entire

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number of independent directors. The committee members shall not be fewer than three persons in number, one of the committee members shall be the convener, and at least one of the committee members shall have accounting or financial expertise. The Audit Committee and its members are responsible for performing the duties and powers of supervisors in accordance with the Company Act, Securities and Exchange Act, and other laws and regulations.

Article 23: (Deleted).

Article 24: The board of directors is authorized to determine the remuneration of directors for their duty performance based on the evaluation of the remuneration committee, the level of participation in the Company's operations and the value of their contributions along with the consideration of the domestic and foreign industrial standards.

Chapter V Managerial Officers

Article 25: The Company may have managerial officers appointed. The appointment, dismissal, and remuneration of the managerial officers shall be handled in accordance with Article 29 of the Company Act.

Chapter VI Accounting

Article 26: The Company's board of directors shall prepare the following documents at the end of each fiscal year and submit them to the shareholders' meeting for approval in accordance with statutory procedures:

  1. Business report.
  2. Financial statements.
  3. Proposal for the earnings distribution or deficit compensation.

Article 27: When the Company makes a profit in a fiscal year, 2% to 10% of the profit shall be allocated as remuneration of employees. The recipients of the remuneration include employees of parent and subordinate companies who meet certain conditions, and among which 0.1% to 1% shall be allocated for the salary adjustment or distribution of remuneration of entry-level employees. The board of directors is authorized to determine the criteria and distribution method of such remuneration through resolution. In addition, the Company may also appropriate no more than 3% of the aforementioned profit as remuneration of directors through resolution of the board of directors. The board of directors shall determine whether to have the aforementioned remuneration distributed in the form of stock or cash before reporting to the shareholders' meeting. However, directors' remuneration shall only be paid in cash. The Company shall reserve an amount equivalent to the accumulated losses, if any, for compensation in advance, and then appropriate employees' remuneration and directors' remuneration according to the proportion stated in the preceding paragraph.

At the end of each fiscal year, if there is surplus earning, the Company shall first

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pay taxes and make up for the cumulative losses, then set aside a legal reserve of 10% of the net profit (except when the accumulated legal reserve equals to the paid-in capital of the Company). In addition, the Company may appropriate or reverse the special reserve in accordance with the laws and regulations. The remaining profit, if any, together with the accumulated unappropriated retained earnings are the accumulated distributable amount. The board of directors shall propose the earnings distribution plan, which should be reported to the shareholders meeting for resolution before distribution if it is to be distributed with new shares issued. When all or a portion of the dividends or legal reserve and capital reserve distributed by the Company are made in the form of cash, the board of directors may be authorized to execute the distribution in accordance with the resolution of the board of directors' meeting attended by more than two thirds of the directors and the consents of a majority of the attending directors. In addition, report to the shareholders' meeting shall also be made.

Taking into account the interests of shareholders and the long-term financial planning of the Company, an amount equivalent to 15% or more of the distributable earnings is appropriated and distributed as shareholder dividends every year; however, the accumulated distributable earnings less than 50% of the paid-in capital may not be distributed. Among them, cash dividends shall not be less than 10% of the total dividends. If the cash dividend per share is less than NT$0.5, stock dividends should be distributed instead.

Chapter VII Supplemental Provisions

Article 28: Any matter not specified in these Articles of Incorporation shall be handled in accordance with the Company Act and relevant laws and regulations.

Article 29: The Articles of Incorporation were duly enacted on April 4, 1973.

The 1st amendment was made on August 8, 1973.

The 2nd amendment was made on October 7, 1975.

The 3rd amendment was made on December 15, 1978.

The 4th amendment was made on June 5, 1979.

The 5th amendment was made on August 12, 1981.

The 6th amendment was made on November 29, 1982.

The 7th amendment was made on February 21, 1984.

The 8th amendment was made on February 18, 1986.

The 9th amendment was made on May 25, 1987.

The 10th amendment was made on January 19, 1989.

The 11th amendment was made on October 26, 1993.

The 12th amendment was made on October 5, 1994.

The 13th amendment was made on August 23, 1996.

The 14th amendment was made on October 11, 1997.

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The 15th amendment was made on April 21, 1998.
The 16th amendment was made on June 23, 1998.
The 17th amendment was made on June 25, 1999.
The 18th amendment was made on January 15, 2000.
The 19th amendment was made on May 30, 2000.
The 20th amendment was made on May 25, 2001.
The 21st amendment was made on June 18, 2002.
The 22nd amendment was made on May 6, 2003.
The 23rd amendment was made on June 14, 2006.
The 24th amendment was made on June 21, 2007.
The 25th amendment was made on June 25, 2008.
The 26th amendment was made on June 25, 2009.
The 27th amendment was made on June 29, 2010.
The 28th amendment was made on June 24, 2013.
The 29th amendment was made on October 2, 2015.
The 30th amendment was made on June 27, 2016.
The 31st amendment was made on June 27, 2017.
The 32nd amendment was made on June 28, 2019.
The 33rd amendment was made on June 15, 2020.
The 34th amendment was made on December 31, 2020.
The 35th amendment was made on July 13, 2021.
The 36th amendment was made on June 22, 2022.
The 37th amendment was made on June 20, 2025.

Lang Inc.
Chairman: Wang, Yi-Heng

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Appendix 4

Lang Inc.

List of Shareholder's Shareholdings

I. As of the date (April 20, 2026) for the suspension of share transfer of the 2026 Annual General Shareholders' Meeting, the Company has issued a total of 77,752,623 shares, and the number of independent directors is more than half of all directors. Meanwhile, the Company has established the Audit Committee. Therefore, Article 26 of the Securities and Exchange Act, requiring that the number of shares held by all directors and supervisors shall not be less than a certain percentage of the total number of issued shares of the company, shall not apply to the Company.

II. As of the day for suspension of share transfer of the Annual General Shareholders' Meeting, the actual shareholding of all Directors of the Company is as follows:

Job title Name Shareholding Registered on Shareholders' Roster (shares) Remarks
Chairman Chanyeh Investment Co., Ltd.
Representative: Wang, Yi-Heng 12,000 Account No.: 23088
Director Yungmei Investment Co., Ltd.
Representative: Ma, Yong-Rui 26,000 Account No.: 23089
Director Yungmei Investment Co., Ltd.
Representative: Lee, Wan-Yu 26,000 Account No.: 23089
Independent Director Liu, Yu-Wen 0
Independent Director Shih, Ching-Hui 2,000 Account No.: 35962
Independent Director Yen, Chi-Chin 0
Independent Director Chen, Hsiao-Chang 0
Total number of shares held by all directors other than independent directors 38,000