Common Stock Code : 9914

Merida Industry Co., Ltd.

Handbook

for the 2026 Annual Meeting of Shareholders

June 24, 2026

Merida Industry Co. Ltd.
2026 Annual Shareholders’ Meeting

Convening Manner: Physical-Only Meeting
Date & Time: June 24th 2026 (Wednesday) at 9:30AM
Location: No. 116, Meigang Rd., Meigang Vil., Dacun Township, Changhua County 515, Taiwan (Meeting Room R02 on 4F of the Company’s Merida Building)

Agenda:
I. Announcing Meeting in Session
II. Speech by Chair
III. Matters for Report

Page
1. Distribution Report of Employees’ Compensation and Directors’ Compensation for the 2025 Fiscal Year ... 2
2. Business Report of 2025 ... 3
3. Final Accounts and Financial Statements of 2025 Reviewed by the Audit Committee ... 7
4. Endorsement and Guarantee to Others ... 8
5. Amendments to the Company’s ‘Ethical Corporate Management Principles’ Report ... 9

IV. Proposed Resolutions
1. Business Report and Parent-Company Only and Consolidated Financial Statements of 2025 ... 16
2. Earnings Distribution of 2025 ... 37

V. Matters for Discussion.
1. Amendment(s) to the Company’s Articles of Incorporation ... 38
2. Amendment(s) to the Company’s procedures for acquisition and disposal of assets ... 40
3. Amendment to the operational procedures for loaning of company funds, endorsements and guarantees ... 48

VI. Other Matters for Discussion
VII. Adjournment of Meeting

Appendix:
1. The shareholding situation of directors in Merida ... 52
2. Information of Proposal-Making Shareholders Holding 1 Percent or more of the Company’s Outstanding Shares ... 52
3. The Company’s Rules of Procedure for Shareholders Meeting ... 53
4. Articles of Incorporation for Merida Industry Co., Ltd ... 57

Matters for Report

Distribution Report of Employees’ Compensation and Directors’ Compensation for the 2025 Fiscal Year:

(1) Handled in accordance with Article 32 of the Company’s Articles of Incorporation.

(2) The Company’s profit before tax prior to deduction of employees’ remuneration and directors’ remuneration is NTD 1,622,256,704. The Company has set aside 6% of its profit at NTD 97,335,402 for employees’ remuneration and 2.6% of its profit at NTD 42,178,674 for directors’ remuneration, which shall be distributed in cash.

Business Report of 2025:

Merida Industry Co. Ltd. Business Report for the Year 2025

According to the statistical report by the Taiwan Bicycle Association (TBA), the total export volume and value of Taiwan's bicycle industry—including e-bikes and traditional bicycles—in 2025 decreased by 19% and 17% year-over-year (YoY), respectively. This indicates that the overall industry last year was still in the post-pandemic phase of channel inventory realignment and demand correction. Furthermore, the combined impact of rising international geopolitical risks, fluctuations in global shipping costs, inflationary pressures, and adjustments in the supply of certain key components led to a synchronized decline in both export volume and value. Against this backdrop, companies continued to optimize inventory and adjust product portfolios. While market price competition eased compared to previous periods, it remained stressful. Companies also simultaneously strengthened cash flow management and operational efficiency, accelerating inventory destocking through promotional activities and product strategy adjustments. Overall, the industry is gradually approaching the end of the inventory adjustment cycle. Although market confidence remains cautious, there are signs of stabilization, laying the groundwork for future demand replenishment.

In 2025, due to the slowdown in domestic consumer demand in China, the sales volume and revenue of our own-brand bicycles in the Chinese market decreased by 39% and 52% YoY, respectively. Meanwhile, our Taiwan plant, which primarily exports high-end bicycles to the European and North American markets, was still affected by channel inventory destocking. However, driven by product structure optimization and an increased proportion of high-unit-price bicycle shipments, the export volume decreased by 3% YoY, while the export value increased by 6% YoY. The annual consolidated and standalone (referring to the Taiwan plant) sales volumes were 1.03 million units and 370,000 units (including approximately 170,000 e-bikes), representing YoY decreases of 28% and 3%, respectively. The annual consolidated and standalone revenues were NT$26.7 billion and NT$19.3 billion, representing a YoY decrease of 10% and an increase of 6%, respectively. Facing this market correction period, the Company continued to focus on strengthening operational resilience and improving efficiency. We prudently controlled the pace of production and sales, dynamically adjusted production plans, and accelerated the optimization of our inventory structure. Concurrently, we actively invested in the R&D and technological advancement of high-end bicycle models to enhance product competitiveness. On the sustainability front, we also continued to promote plastic reduction in product packaging and

carbon reduction management within the supply chain. Through these strategies, we managed to maintain robust operations amidst a volatile market environment.

We sincerely thank all shareholders and directors for their staunch support, as well as all employees for their concerted efforts and hard work. Looking ahead, although the global economic market still faces challenges, as inventory adjustments are gradually completed and market structures optimized, the Company will continue to deepen product competitiveness and strengthen business management. We will work hand in hand with our customers, suppliers, and partners to steadily embrace the next phase of growth opportunities and stride toward our goal of sustainable operations!

The consolidated and standalone operating conditions of the Company for the year 2025 are hereby reported as follows:

(1) Implementation Results of the Business Plans

Unit: 10,000 Units

Item	Forecast	Actual	Fill Rate
Consolidated	118	103	87%
Standalone	43	37	86%

(2) Implementation Conditions
Unit: NTD Thousands, except for Sales Quantity in 10,000 Units

Consolidated

| Year
Item | 2025 | 2024 | YoY | |
| --- | --- | --- | --- | --- |
| Sales | 103.00 | 142.00 | (39) | (27.46%) |
| Net Sales Revenue | $26,757,161 | $29,633,132 | (2,875,971) | (9.71%) |
| Operating Cost | 22,984,581 | 24,252,901 | (1,268,320) | (5.23%) |
| Operating Margin | 3,772,580 | 5,380,231 | (1,607,651) | (29.88%) |
| Realized (Unrealized) Gain on Sales | 187,177 | (31,581) | 218,758 | 692.69% |
| Net Operating Margin | 3,959,757 | 5,348,650 | (1,388,893) | (25.97%) |
| Operating Expenses | 2,296,393 | 2,315,675 | (19,282) | (0.83%) |
| Net Operating Profit | 1,663,364 | 3,032,975 | (1,369,611) | (45.16%) |
| Non-Operating Income and (Expense) | (73,992) | (3,765,633) | 3,691,641 | 98.04% |
| Net Profit(Loss) before Tax | 1,589,372 | (732,658) | 2,322,030 | 316.93% |
| Net Profit(Loss) after Tax | 1,216,299 | (766,174) | 1,982,473 | 258.75% |

Standalone
Unit: NTD Thousands, except for Sales Quantity in 10,000 Units

| Year
Item | 2025 | 2024 | YoY | |
| --- | --- | --- | --- | --- |
| Sales | 37.00 | 38.00 | (1) | (2.63%) |
| Net Sales Revenue | $19,299,769 | $18,215,546 | 1,084,223 | 5.95% |
| Operating Cost | 17,459,032 | 15,938,591 | 1,520,441 | 9.54% |
| Operating Margin | 1,840,737 | 2,276,955 | (436,218) | (19.16%) |
| Realized (Unrealized) Gain on Sales | 446,856 | (79,132) | 525,988 | 664.70% |
| Net Operating Margin | 2,287,593 | 2,197,823 | 89,770 | 4.08% |
| Operating Expenses | 689,102 | 618,931 | 70,171 | 11.34% |
| Net Operating Profit | 1,598,491 | 1,578,892 | 19,599 | 1.24% |
| Non-Operating Income and (Expense) | (115,748) | (2,508,409) | 2,392,661 | 95.39% |
| Net Profit(Loss) before Tax | 1,482,743 | (929,517) | 2,412,260 | 259.52% |
| Net Profit(Loss) after Tax | 1,200,210 | (699,103) | 1,899,313 | 271.68% |

(3) Profitability Analysis

Consolidated

Item	2025	2024	YoY
Return on Assets	3.81%	(1.52%)	350.66%
Return on Equity	6.07%	(3.66%)	265.85%
Operating Profit to Paid-In Capital	55.63%	101.44%	(45.16%)
Profit (Loss) before Tax to Paid-In Capital	53.16%	(24.50%)	316.98%
Profit Margin	4.55%	(2.59%)	275.68%
Earnings(Loss) per Share (NTD)	4.01	(2.34)	271.37%

Standalone

Item	2025	2024	YoY
Return on Assets	4.01%	(1.93%)	307.77%
Return on Equity	6.20%	(3.51%)	276.64%
Operating Profit to Paid-In Capital	53.46%	52.81%	1.23%
Profit (Loss) before Tax to Paid-In Capital	49.59%	(31.09%)	259.50%
Profit Margin	6.22%	(3.84%)	261.98%
Earnings (Loss) per Share (NTD)	4.01	(2.34)	271.37%

(4) R&D Status

eONE-SIXTY SL was honored with the 2026 Taiwan Excellence Silver Award, the 2025 Cyclingworld Europe MTB/ATB Gold Award, and the German Design & Innovation Award 2025.
eONE-EIGHTY received the German Design & Innovation Award 2025.
eONE-EIGHTY 900 was named "e-Mountain Bike of the Year 2025" by the international media outlet OFFROAD.CC.
MISSION 10K achieved a perfect 10-star rating in a review by international media RennRad and received the "OFFROAD-Tipp" recommendation.
SILEX 9000 received an "Excellent" rating from Focus Mobility, achieving the highest score among 12 tested products.
SCULTURA ENDURANCE GR 500 was honored with the "All-round Tip" (All-round recommendation) distinction by RennRad.

Chairman: Tseng Song-Zhu General Manager: Tseng Shang-Yuan Accounting Manager: Liu Ming-Gen

Final Accounts and Financial Statements of 2025 Reviewed by the Audit Committee:

Audit Committee Review Report

The Board of Directors has compiled and submitted the Company’s parent-company only and consolidated financial statements audited and attested by CPAs Wu, Shao-Chun and Tseng, Done-Yuin of Deloitte & Touche Taiwan, with audit report issued. The aforesaid financial statements and 2025 Business Report have been reviewed and determined to be correct and accurate by the Audit Committee. In accordance with applicable provisions in Securities and Exchange Act and Company Act, I hereby submit this report.

2026 Annual Shareholders’ Meeting

Merida Industry Co. Ltd.

Convener of the Audit Committee:
Chen, Shui-Jin

Chen Shui-Jin

March 12, 2026

Endorsement and Guarantee to Others:

As of December 31, 2025, the Company’s endorsement and guarantee to others is as follows:

Unit: NTD and Foreign Currency in Thousands

Endorsed Entities	Maximum Amount of Endorsement & Guarantee to a Single Enterprise	Ending Endorsement & Guarantee Balance	Actual Disbursement	Maximum Amount for Endorsement & Guarantee	Nature of Guarantee
MERIDA BICYCLES LIMITED (UK)	$5,817,854	GBP 6,000	GBP 5,943	$9,696,424	Short-Term Loan Guarantee
MERIDA & CENTURION GERMANY GMBH (DE)	$5,817,854	EUR 11,400	EUR 2,100		Banker’s Letter of Credit Guarantee
		EUR 3,500	EUR 3,500		Short-Term Loan Guarantee
		EUR 16,200	EUR 13,800		Mid-to-Long-Term Loan Guarantee
MERIDA BICYCLE (JIANGSU) LTD.	$5,817,854	RMB 270,000	RMB 98,800		Mid-to-Long-Term Loan Guarantee
MERIDA BICYCLE (China) CO., LTD.	$5,817,854	RMB 100,000	RMB 38,250		Mid-to-Long-Term Loan Guarantee
Merida Nordic AS	$5,817,854	USD 1,500	USD 1,500		Banker’s Letter of Credit Guarantee
MERIDA BENELUX B.V.	$5,817,854	USD 1,000	-		Banker’s Letter of Credit Guarantee
MERIDA BIKES SWE, S.A.	$5,817,854	USD 3,000	USD 2,829		Banker’s Letter of Credit Guarantee

Amendments to the Company’s ‘Ethical Corporate Management Principles’ Report. :

To meet corporate governance requirements, the Company proposes amendments to certain provisions of its ‘Ethical Corporate Management Principles.’ A comparison of the provisions before and after amendment is provided below:

After Amendment	Before Amendment	Reason for Amendment
Article 7
The companies shall establish a risk assessment mechanism against unethical conduct, analyze and assess on a regular basis business activities within their business scope which are at a higher risk of being involved in unethical conduct, and establish prevention programs accordingly and review their adequacy and effectiveness on a regular basis.
It is advisable for the companies to refer to prevailing domestic and foreign standards or guidelines in establishing the prevention programs, which shall at least include preventive measures against the following:
1. Offering and acceptance of bribes.
2. Illegal political donations.
3. Improper charitable donations or sponsorship.
4. Offering or acceptance of unreasonable presents or hospitality, or other improper benefits.
5. Misappropriation of trade secrets and infringement of trademark rights, patent rights, copyrights, and other intellectual property rights.
6. Engaging in unfair competitive practices.	Article 7
In formulating its internal prevention regulations, the Company shall analyze business activities within its scope of operations that are at a higher risk of unethical conduct and enhance the corresponding preventive measures.	Amended provisions.

7. Damage directly or indirectly caused to the rights or interests, health, or safety of consumers or other stakeholders in the course of research and development, procurement, manufacture, provision, or sale of products and services.
Article 8
The companies shall request their directors and senior management to issue a statement of compliance with the ethical management policy and require in the terms of employment that employees comply with such policy.
The companies and their respective business group shall clearly specify in their rules and external documents and on the company website the ethical corporate management policies and the commitment by the board of directors and senior management on rigorous and thorough implementation of such policies, and shall carry out the policies in internal management and in commercial activities.
The companies shall compile documented information on the ethical management policy, statement, commitment and implementation mentioned in the first and second paragraphs and retain said information properly.	Article 8
The companies and their respective business group shall clearly specify in their rules and the ethical corporate management policies and the commitment by the board of directors and management on rigorous and thorough implementation of such policies, and shall carry out the policies in internal management and in commercial activities.	Amended provisions.
Article 17
The directors, managers, employees, mandataries, and substantial controllers of a the company shall exercise the due care of good administrators to urge the company to prevent unethical conduct, always review the results of the	Article 17
The directors, managers, employees, mandataries, and substantial controllers of a the company shall exercise the due care of good administrators to urge the company to prevent unethical conduct, always review the results of the	Amended provisions.
10

| preventive measures and continually make adjustments so as to ensure thorough implementation of its ethical corporate management policies.
To achieve sound ethical corporate management, the companies shall establish a dedicated unit that is under the board of directors and avail itself of adequate resources and staff itself with competent personnel, responsible for establishing and supervising the implementation of the ethical corporate management policies and prevention programs. The dedicated unit shall be in charge of the following matters, and shall report to the board of directors on a regular basis (at least once a year):
1. Assisting in incorporating ethics and moral values into the company's business strategy and adopting appropriate prevention measures against corruption and malfeasance to ensure ethical management in compliance with the requirements of laws and regulations.
2. Analyzing and assessing on a regular basis the risk of involvement in unethical conduct within the business scope, adopting accordingly programs to prevent unethical conduct, and setting out in each program the standard operating procedures and conduct guidelines with respect to the company's operations and business.
3. Planning the internal organization, structure, and allocation of responsibilities | preventive measures and continually make adjustments so as to ensure thorough implementation of its ethical corporate management policies.
To achieve sound ethical corporate management, the companies shall establish a dedicated unit that is under the board of directors and responsible for establishing and supervising the implementation of the ethical corporate management policies and prevention programs. The dedicated unit shall be in charge of the following matters, and shall report to the board of directors on a regular basis :

Assisting in incorporating ethics and moral values into the company's business strategy and adopting appropriate prevention measures against corruption and malfeasance to ensure ethical management in compliance with the requirements of laws and regulations.
To establish relevant measures for preventing unethical conduct, and to set out in each measure the standard operating procedures and conduct guidelines with respect to the company's operations and business.
Planning the internal organization, structure, and allocation of responsibilities |
| --- | --- |

| and setting up check-and-balance mechanisms for mutual supervision of the business activities within the business scope which are possibly at a higher risk for unethical conduct.
4.Promoting and coordinating awareness and educational activities with respect to ethics policy.
5.Developing a whistle-blowing system and ensuring its operating effectiveness.
6.Assisting the board of directors and management in auditing and assessing whether the prevention measures taken for the purpose of implementing ethical management are effectively operating, and preparing reports on the regular assessment of compliance with ethical management in operating procedures. | and setting up check-and-balance mechanisms for mutual supervision of the business activities within the business scope which are possibly at a higher risk for unethical conduct.
4.Promoting and coordinating awareness and educational activities with respect to ethics policy.
5.Developing a whistle-blowing system and ensuring its operating effectiveness.
6.Assisting the board of directors and management in auditing and assessing whether the prevention measures taken for the purpose of implementing ethical management are effectively operating, and preparing reports on the regular assessment of compliance with ethical management in operating procedures. | |
| --- | --- | --- |
| Article 20
The companies shall establish effective accounting systems and internal control systems for business activities possibly at a higher risk of being involved in an unethical conduct, not have under-the-table accounts or keep secret accounts, and conduct reviews regularly so as to ensure that the design and enforcement of the systems are showing results.
The internal audit unit of a the company shall, based on the results of assessment of the risk of involvement in unethical conduct, devise relevant audit plans and examine accordingly the compliance with the prevention programs. The internal audit unit may engage a certified public accountant to | Article 20
The companies shall establish effective accounting systems and internal control systems for business activities possibly at a higher risk of being involved in an unethical conduct, not have under-the-table accounts or keep secret accounts, and conduct reviews regularly so as to ensure that the design and enforcement of the systems are showing results.
The Company’s internal audit unit shall periodically audit the compliance with the above-mentioned system and submit audit reports to the board of directors. The internal audit unit may engage a certified public accountant to carry out the audit, and may engage | Amended provisions. |

carry out the audit, and may engage professionals to assist if necessary.	professionals to assist if necessary.
Article 22
The chairperson, general manager, or senior management of a the company shall communicate the importance of corporate ethics to its directors, employees, and mandates on a regular basis.
The companies shall periodically organize training and awareness programs for directors, managers, employees, mandates, and substantial controllers and invite the companies' commercial transaction counterparties so they understand the companies' resolve to implement ethical corporate management, the related policies, prevention programs and the consequences of committing unethical conduct.
The companies shall apply the policies of ethical corporate management when creating its employee performance appraisal system and human resource policies to establish a clear and effective reward and discipline system.	Article 22
The chairperson, general manager, or senior management of a the company shall communicate the importance of corporate ethics to its directors, employees, and mandates on a regular basis.
The companies may periodically organize training and awareness programs for directors, managers, employees, mandates, and substantial controllers and invite the companies' commercial transaction counterparties so they understand the companies' resolve to implement ethical corporate management, the related policies, prevention programs and the consequences of committing unethical conduct.
The companies shall apply the policies of ethical corporate management when creating its employee performance appraisal system and human resource policies to establish a clear and effective reward and discipline system.	Amended provisions.
Article 23
The companies shall adopt a concrete whistle-blowing system and scrupulously operate the system. The whistle-blowing system shall include at least the following:
1. An independent mailbox or hotline, either internally established and publicly announced or provided by an independent external institution, to allow internal	Article 23
The companies shall adopt a concrete whistle-blowing system and scrupulously operate the system. The whistle-blowing system shall include at least the following:
1. An independent mailbox or hotline, either internally established and publicly announced or provided by an independent external institution, to allow internal	Amended provisions.

and external personnel of the company to submit reports.	and external personnel of the company to submit reports.
2.Dedicated personnel or unit appointed to handle the whistle-blowing system. Any tip involving a director or senior management shall be reported to the independent directors. Categories of reported misconduct shall be delineated and standard operating procedures for the investigation of each shall be adopted.	2.Dedicated personnel or unit appointed to handle the whistle-blowing system. Any tip involving a director or senior management shall be reported to the independent directors. Categories of reported misconduct shall be delineated and standard operating procedures for the investigation of each shall be adopted.
3.Follow-up measures to be adopted depending on the severity of the circumstances after investigations of cases reported are completed. Where necessary, a case shall be reported to the competent authority or referred to the judicial authority.
4.Documentation of case acceptance, investigation processes, investigation results, and relevant documents.	3.Documentation of case acceptance, investigation processes, investigation results, and relevant documents.
5.Confidentiality of the identity of whistle-blowers and the content of reported cases, and an undertaking regarding anonymous reporting.	4.Confidentiality of the identity of whistle-blowers and the content of reported cases.
6.Measures for protecting whistle-blowers from inappropriate disciplinary actions due to their whistle-blowing.	5.Measures for protecting whistle-blowers from inappropriate disciplinary actions due to their whistle-blowing.
7.Whistle-blowing incentive measures.	6.Whistle-blowing incentive measures.
When material misconduct or likelihood of material impairment to the company comes to their awareness upon investigation, the dedicated personnel or unit handling the whistle-blowing system shall immediately prepare a report and notify the independent directors in written form.	When material misconduct or likelihood of material impairment to the company comes to their awareness upon investigation, the dedicated personnel or unit handling the whistle-blowing system shall immediately prepare a report and notify the independent

	directors or supervisors in written form.
Article 25
The companies shall collect quantitative data about the promotion of ethical management and continuously analyze and assess the effectiveness of the promotion of ethical management policy. They shall also disclose the measures taken for implementing ethical corporate management, the status of implementation, the foregoing quantitative data, and the effectiveness of promotion on their company websites, annual reports, and prospectuses, and shall disclose their ethical corporate management best practice principles on the Market Observation Post System.	Article 25
The companies shall continuously analyze and assess the effectiveness of the promotion of ethical management policy. They shall also disclose the measures taken for implementing ethical corporate management, the status of implementation, the foregoing quantitative data, and the effectiveness of promotion on their company websites, annual reports, and prospectuses, and shall disclose their ethical corporate management best practice principles on the Market Observation Post System.	Amended provisions.
Article 28
These Principles were established on November 10, 2016, implemented upon approval by the Board of Directors, and submitted to the shareholders’ meeting; the same shall apply to any amendments. The first amendment was made on June 26, 2018. The second amendment was made on September 3, 2025.	Article 28
These Principles were established on November 10, 2016, implemented upon approval by the Board of Directors, and submitted to the shareholders’ meeting; the same shall apply to any amendments. The first amendment was made on June 26, 2018.	Date amended.

Proposed Resolutions

Case 1: Business Report of 2025 and Parent-Only and Consolidated Financial Statements. (Proposed by the Board)

Explanation: The Company’s Business Report of 2025 and Parent-Company Only and Consolidated Financial Statements have been reviewed and adopted in the 8th Meeting of the Company’s 3rd Audit Committee and have been adopted by resolution in the Company’s 2nd Board of Directors meeting in 2026. Business Report is attached in pages 3~6 of this Meeting Agenda, and Parent-Only and Consolidated Financial Statements are attached in pages 17~36 of this Meeting Agenda. For your ratification:

Resolution:

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders
Merida Industry Co., Ltd.

Opinion

We have audited the accompanying parent company only financial statements of Merida Industry Co., Ltd. (the Corporation), which comprise the parent corporation only balance sheets as of December 31, 2025 and 2024, and the parent corporation only statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the parent corporation only financial statements, including material accounting policy information (collectively referred to as the "parent corporation only financial statements").

In our opinion, based on our audits and the reports of other auditors (refer to the Other Matter section of this report), the accompanying parent corporation only financial statements present fairly, in all material respects, the parent corporation only financial position of the Corporation as of December 31, 2025 and 2024, and its parent corporation only financial performance and its parent corporation only cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

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

Key Audit Matters

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

The key audit matter identified in the parent corporation only financial statements for the year ended December 31, 2025 is as follows:

Revenue Recognition

The Corporation’s sales revenue mainly comes from the manufacture and sales of bicycles, e-bikes, and bicycle components. Since revenue from the export sales of e-bikes for the year ended December 31, 2025 accounted for a significant proportion of sales revenue, recognition of export sales revenue from the sale of e-bikes has been identified as a key audit matter. For the accounting policies on the recognition of sales revenue, refer to Note 4.

Our audit procedures performed in respect of revenue recognition include the following:

We obtained an understanding of and evaluated the design and appropriateness of implementation of the internal controls related to the recognition of sales revenue and the operating procedures and risks related to revenue collection. We also tested the continuous effectiveness of its related procedures during the year.
We obtained the sales revenue receipts from the export of e-bikes, sampled the orders, and subsequently recognized the documents and receipt vouchers related to sales revenue and verified the occurrence of the sales revenue recognized.

Other Matter

We did not audit the part of the investments accounted for using the equity method that were evaluated in the parent corporation only financial statements, which is consistent with the U.S. GAAP financial reporting structures. This part has been audited by other accountants in accordance with auditing standards generally accepted in the U.S. We have applied all necessary audit procedures on the conversion adjustments made to the financial statements of the Corporation, and in our opinion, such financial statements present fairly and are in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS). In our opinion, the amounts relating to the abovementioned adjusted financial statements are based on the reports of other auditors and are the results of additional audit procedures performed in order to meet the relevant requirements of the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. The balance of the long-term investments accounted for using the equity method was NT$15,970,171 thousand and NT$15,770,662 thousand, accounting for 52% and 49% of the Corporation’s total assets as of December 31, 2025 and 2024, respectively. The share of profit (loss) of associates was NT$99,329 thousand and NT$(4,046,255) thousand, accounting for 7% and 435% of the Corporation’s net income (loss) before tax for the years ended December 31, 2025 and 2024, respectively.

Responsibilities of Management and Those Charged with Governance for the parent corporation only Financial Statements

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

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

Those charged with governance, including the audit committee, are responsible for overseeing the Corporation’s financial reporting process.

Auditors’ Responsibilities for the Audit of the parent corporation only Financial Statements

Our objectives are to obtain reasonable assurance about whether the parent corporation 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 Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent corporation only financial statements.

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

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

Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Corporation to express an opinion on the parent corporation only financial statements. We are responsible for the direction, supervision, and performance of the audit. We remain solely responsible for our audit opinion.

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

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

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

The engagement partners on the audits resulting in this independent auditors' report are Shao-Chun Wu and Done-Yuin Tseng.

Deloitte & Touche
Taipei, Taiwan
Republic of China

March 12, 2026

Notice to Readers

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

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

MERIDA INDUSTRY CO., LTD.

PARENT CORPORATION ONLY BALANCE SHEETS

DECEMBER 31, 2025 AND 2024

(In Thousands of New Taiwan Dollars)

	2025		2024
ASSETS	Amount	%	Amount	%
CURRENT ASSETS
Cash (Notes 4 and 6)	$ 2,086,037	7	$ 2,294,519	7
Financial assets at fair value through profit or loss - current (Notes 4 and 7)	35,047	-	57,764	-
Notes receivable (Notes 4 and 19)	4,936	-	3,593	-
Trade receivables (Notes 4, 8 and 19)	253,627	1	254,478	1
Trade receivables from related parties (Notes 4, 19 and 26)	3,732,831	12	3,670,741	12
Other receivables (Notes 4 and 26)	179,287	1	352,035	1
Inventories (Notes 4 and 9)	2,519,351	8	4,290,319	13
Other current assets	127,699	-	80,204	-
Total current assets	8,938,815	29	11,003,653	34
NON-CURRENT ASSETS
Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 10)	92,620	-	92,620	-
Investments accounted for using the equity method (Notes 4, 11 and 23)	20,484,070	67	19,723,131	61
Property, plant and equipment (Notes 4 and 12)	899,689	3	887,445	3
Right-of-use assets (Notes 4 and 13)	28,641	-	6,029	-
Intangible assets (Notes 4 and 14)	9,800	-	22,168	-
Deferred tax assets (Notes 4 and 21)	202,259	1	281,283	1
Prepayments for equipment	859	-	45,000	-
Prepayments for investment (Note 11)	-	-	315,721	1
Net defined benefit assets - non-current (Notes 4 and 17)	104,111	-	90,774	-
Other non-current assets (Note 4)	6,193	-	6,354	-
Total non-current assets	21,828,242	71	21,470,525	66
TOTAL	$ 30,767,057	100	$ 32,474,178	100
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term bank loans (Note 15)	$ 4,358,400	14	$ 5,053,600	16
Contract liabilities - current (Notes 4, 19 and 26)	2,847	-	124,221	-
Trade payables	2,517,668	8	3,616,146	11
Trade payables to related parties (Note 26)	81,217	-	100,363	-
Other payables (Note 16)	307,675	1	277,850	1
Current tax liabilities (Notes 4 and 21)	412,016	2	279,815	1
Lease liabilities - current (Notes 4 and 13)	11,875	-	3,714	-
Other current liabilities	48,575	-	14,170	-
Total current liabilities	7,740,273	25	9,469,879	29
NON-CURRENT LIABILITIES
Deferred tax liabilities (Notes 4 and 21)	3,510,546	12	3,626,078	11
Lease liabilities - non-current (Notes 4 and 13)	16,866	-	2,337	-
Guarantee deposits received	9,129	-	14	-
Credit balance of investments accounted for using the equity method (Notes 4, 11 and 23)	97,395	-	80,417	1
Total non-current liabilities	3,633,936	12	3,708,846	12
Total liabilities	11,374,209	37	13,178,725	41
EQUITY
Ordinary shares	2,989,838	10	2,989,838	9
Capital surplus	1,192,078	4	940,458	3
Retained earnings
Legal reserve	4,116,578	13	4,116,578	12
Special reserve	-	-	638,687	2
Unappropriated earnings	10,977,093	36	10,323,780	32
Other equity	117,261	-	286,112	1
Total equity	19,392,848	63	19,295,453	59
TOTAL	$ 30,767,057	100	$ 32,474,178	100

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

(With Deloitte & Touche auditors' report dated March 12, 2026)

MERIDA INDUSTRY CO., LTD.

PARENT CORPORATION ONLY STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

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

	2025		2024
	Amount	%	Amount	%
SALES (Notes 4, 19 and 26)	$ 19,299,769	100	$ 18,215,546	100
COST OF GOODS SOLD (Notes 9, 20 and 26)	17,459,032	90	15,938,591	88
GROSS PROFIT	1,840,737	10	2,276,955	12
REALIZED (UNREALIZED) GAIN ON
TRANSACTIONS WITH SUBSIDIARIES AND
ASSOCIATES (Note 4)	446,856	2	(79,132)	-
REALIZED GROSS PROFIT	2,287,593	12	2,197,823	12
OPERATING EXPENSES (Notes 20 and 26)
Selling and marketing expenses	506,623	3	465,806	2
General and administrative expenses	182,479	1	153,125	1
Total operating expenses	689,102	4	618,931	3
PROFIT FROM OPERATIONS	1,598,491	8	1,578,892	9
NON-OPERATING INCOME AND EXPENSES
Interest income (Notes 4 and 26)	124,406	1	85,815	-
Technical service and royalty income (Note 26)	147,613	1	313,352	2
Dividend income	2,883	-	2,644	-
Other income (Note 26)	34,637	-	51,766	-
Interest expense	(85,200)	-	(84,424)	-
Other expenses (Note 20)	(29,591)	-	(37,967)	-
Net foreign exchange gains (Notes 4 and 31)	(192,918)	(1)	351,310	2
Gain on fair value changes of financial assets at fair
value through profit or loss (Note 4)	(22,111)	-	6,027	-
Share of profit (loss) of subsidiaries and associates
(Notes 4 and 11)	(95,467)	(1)	(3,196,932)	(18)
Total non-operating income and expenses	(115,748)	-	(2,508,409)	(14)
PROFIT BEFORE INCOME (LOSS) TAX	1,482,743	8	(929,517)	(5)
INCOME TAX EXPENSE (BENEFIT) (Notes 4 and
21)	282,533	2	(230,414)	(1)
NET PROFIT (LOSS) FOR THE YEAR	1,200,210	6	(699,103)	(4)

(Continued)

MERIDA INDUSTRY CO., LTD.

PARENT CORPORATION ONLY STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

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

	2025		2024
	Amount	%	Amount	%
OTHER COMPREHENSIVE INCOME (LOSS) (Note 4)
Items that will not be reclassified subsequently to profit or loss:
Remeasurement of defined benefit plans (Note 17)	$ 7,471	-	$ 62,370	-
Share of the other comprehensive income (loss) of associates accounted for using the equity method	8,653	-	(17,010)	-
	16,124	-	45,360	-
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translation of the financial statements of foreign operations	(528,192)	(3)	1,271,212	7
Share of the other comprehensive income (loss) of associates accounted for using the equity method	317,128	2	(302,511)	(2)
Income tax related to items that may be reclassified subsequently to profit or loss	42,213	-	(43,902)	-
	(168,851)	(1)	924,799	5
Other comprehensive income for the year, net of income tax	(152,727)	(1)	970,159	5
TOTAL COMPREHENSIVE INCOME FOR THE YEAR	$ 1,047,483	5	$ 271,056	1
EARNINGS (LOSS) PER SHARE (Note 22)
Basic	$ 4.01		$ (2.34)
Diluted	$ 4.00		$ (2.34)

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

(With Deloitte & Touche auditors' report dated March 12, 2026)

(Concluded)

MERIDA INDUSTRY CO., LTD.

PARENT CORPORATION ONLY STATEMENTS OF CHANGES IN EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

(In Thousands of New Taiwan Dollars)

	Ordinary Shares (Note 18)	Capital Surplus (Note 18)	Retained Earnings (Notes 18 and 23)			Other Equity Exchange Differences on Translating the Financial Statements of Foreign Operations	Total Equity
			Legal Reserve	Special Reserve	Unappropriated Earnings
BALANCE AT JANUARY 1, 2024	$ 2,989,838	$ 630,152	$ 3,937,840	$ 666,194	$ 12,934,212	$ (638,687)	$ 20,519,549
Appropriation of 2023 earnings
Legal reserve	-	-	178,738	-	(178,738)	-	-
Reversal of special reserve	-	-	-	(27,507)	27,507	-	-
Cash dividends distributed by the Corporation	-	-	-	-	(1,793,903)	-	(1,793,903)
Changes in capital surplus from investments in associates accounted for using the equity method	-	310,306	-	-	-	-	310,306
Changes in ownership interests in subsidiaries	-	-	-	-	(11,555)	-	(11,555)
Net loss for the year ended December 31, 2024	-	-	-	-	(699,103)	-	(699,103)
Other comprehensive income (loss) for the year ended December 31, 2024, net of income tax	-	-	-	-	45,360	924,799	970,159
Total comprehensive (loss) income for the year ended December 31, 2024	-	-	-	-	(653,743)	924,799	271,056
BALANCE AT DECEMBER 31, 2024	2,989,838	940,458	4,116,578	638,687	10,323,780	286,112	19,295,453
Appropriation of 2024 earnings
Reversal of special reserve	-	-	-	(638,687)	638,687	-	-
Cash dividends distributed by the Corporation	-	-	-	-	(1,195,935)	-	(1,195,935)
Changes in capital surplus from investments in associates accounted for using the equity method	-	251,620	-	-	-	-	251,620
Difference between consideration received or paid and the carrying amount of the subsidiaries' net assets during actual disposal or acquisition (Note 23)	-	-	-	-	(4,623)	-	(4,623)
Changes in ownership interests in subsidiaries	-	-	-	-	(1,150)	-	(1,150)
Net profit for the year ended December 31, 2025	-	-	-	-	1,200,210	-	1,200,210
Other comprehensive income (loss) for the year ended December 31, 2025, net of income tax	-	-	-	-	16,124	(168,851)	(152,727)
Total comprehensive income (loss) for the year ended December 31, 2025	-	-	-	-	1,216,334	(168,851)	1,047,483
BALANCE AT DECEMBER 31, 2025	$ 2,989,838	$ 1,192,078	$ 4,116,578	$ -	$ 10,977,093	$ 117,261	$ 19,392,848

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

(With Deloitte & Touche audit report dated March 12, 2026)

MERIDA INDUSTRY CO., LTD.

PARENT CORPORATION ONLY STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

(In Thousands of New Taiwan Dollars)

	2025	2024
CASH FLOWS FROM OPERATING ACTIVITIES
Profit (loss) before income tax	$ 1,482,743	$ (929,517)
Adjustments for:
Depreciation expense	85,643	98,031
Amortization expense	15,452	17,175
Expected credit loss recognized on trade receivables	1,399	1,667
Net loss (gain) on fair value changes of financial assets at fair value through profit or loss	22,111	(6,027)
Interest expense	85,200	84,424
Interest income	(124,406)	(85,815)
Dividend income	(2,883)	(2,644)
Share of profit (loss) of subsidiaries and associates	95,467	3,196,932
Gain on disposal of property, plant and equipment	(4)	-
Write-down (reversed) of inventories	6,032	(102,741)
Unrealized (realized) gain on transactions with associates	(446,856)	79,132
Unrealized net gain on foreign currency exchange	(36,190)	(56,950)
Changes in operating assets and liabilities
Financial assets at fair value through profit or loss	606	153,214
Notes receivable	(1,343)	3,561
Trade receivables	(23,678)	(273,516)
Other receivables	185,368	(119,024)
Inventories	1,764,936	(1,137,991)
Other current assets	(47,495)	(61,380)
Contract liabilities	(121,374)	109,105
Notes and trade payables	(1,120,395)	1,612,188
Other payables	30,304	(121,035)
Other current liabilities	34,405	3,777
Net defined benefit assets	(5,866)	(9,275)
Cash generated from operations	1,879,176	2,453,291
Interest received	111,786	88,416
Dividends received	306,162	682,235
Interest paid	(85,405)	(84,661)
Income tax paid	(144,627)	(939,022)
Net cash generated from operating activities	2,067,092	2,200,259
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property, plant and equipment	(44,603)	(29,199)
Proceeds from disposal of property, plant and equipment	185	-
Decrease in refundable deposits	161	30
Payments for intangible assets	(3,084)	(1,678)
Increase in prepayments for equipment	(859)	(45,000)
Net cash used in investing activities	(48,200)	(75,847)

(Continued)

MERIDA INDUSTRY CO., LTD.

PARENT CORPORATION ONLY STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

(In Thousands of New Taiwan Dollars)

	2025	2024
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from (repayments of) short-term bank loans	$ (695,200)	$ 348,974
Proceeds from guarantee deposits received	9,115	14
Repayment of the principal portion of lease liabilities	(8,660)	(22,106)
Dividends paid to owners of the Corporation	(1,195,935)	(1,793,903)
Acquisition of additional interests in subsidiaries	(336,694)	(17,313)
Increase in prepayments for investment	-	(315,721)
Net cash used in financing activities	(2,227,374)	(1,800,055)
NET INCREASE (DECREASE) IN CASH	(208,482)	324,357
CASH AT THE BEGINNING OF THE YEAR	2,294,519	1,970,162
CASH AT THE END OF THE YEAR	$ 2,086,037	$ 2,294,519

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

(With Deloitte & Touche auditors’ report dated March 12, 2026) (Concluded)

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders
Merida Industry Co., Ltd.

Opinion

We have audited the accompanying consolidated financial statements of Merida Industry Co., Ltd. and its subsidiaries (collectively referred to as the "Group"), which comprise the consolidated balance sheets as of December 31, 2025 and 2024, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including material accounting policy information (collectively referred to as the "consolidated financial statements").

In our opinion, based on our audits and the reports of other auditors (refer to the Other Matter section of this report), 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 then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

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

Key Audit Matters

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

The key audit matter identified in the Group’s consolidated financial statements for the year ended December 31, 2025 is as follows:

Revenue Recognition

The Group’s sales revenue mainly comes from the manufacture and sale of bicycles, e-bikes, and bicycle components. Since revenue from the export sales of e-bikes for the year ended December 31, 2025 accounted for a significant proportion of sales revenue, recognition of export sales revenue from the sale of e-bikes has been identified as a key audit matter. For the accounting policies on the recognition of sales revenue, refer to Note 4.

Our audit procedures performed in respect of revenue recognition include the following:

We obtained an understanding of and evaluated the design and appropriateness of implementation of the internal controls related to the recognition of sales revenue and the operating procedures and risks related to revenue collection. We also tested the continuous effectiveness of its related procedures during the year.
We obtained the sales revenue receipts from the export of e-bikes, sampled the orders, and subsequently recognized the documents and receipt vouchers related to sales revenue and verified the occurrence of the sales revenue recognized.

Other Matter

We did not audit the part of the investments accounted for using equity method that were evaluated in the financial statements of the Group, which is consistent with the U.S. GAAP financial reporting structures. This part has been audited by other accountants in accordance with auditing standards generally accepted in the U.S. We have applied all necessary audit procedures on the conversion adjustments made to the financial statements of the Group, and in our opinion, such financial statements present fairly and are in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China. In our opinion, the amounts relating to the abovementioned adjusted financial statements are based on the reports of other auditors and are the results of additional audit procedures performed in order to meet the relevant requirements of the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. The balance of the long-term investments accounted for using the equity method was NT$15,970,171 thousand and NT$15,770,662 thousand, accounting for 45% and 42% of the Group’s consolidated total assets as of December 31, 2025 and 2024, respectively. The share of profit (loss) of associates was NT$99,329 thousand and NT$(4,046,255) thousand, accounting for 6% and 552% of the Group’s consolidated net income (loss) before tax for the years ended December 31, 2025 and 2024, respectively.

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

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

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

In preparing the consolidated financial statements, management is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate 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.

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free 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 Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

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

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

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

The engagement partners on the audits resulting in this independent auditors' report are Shao-Chun Wu and Done-Yuin Tseng.

Deloitte & Touche
Taipei, Taiwan
Republic of China

March 12, 2026

Notice to Readers

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

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

MERIDA INDUSTRY CO., LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2025 AND 2024

(In Thousands of New Taiwan Dollars)

	2025		2024
ASSETS	Amount	%	Amount	%
CURRENT ASSETS
Cash and cash equivalents (Notes 4 and 6)	$ 3,576,596	10	$ 3,640,467	10
Financial assets at fair value through profit or loss - current (Notes 4 and 7)	35,047	-	57,764	-
Financial assets at amortized cost - current (Notes 4 and 8)	546,284	1	264,238	1
Notes receivable (Notes 4 and 20)	4,936	-	3,593	-
Trade receivables (Notes 4, 9, 20 and 28)	654,627	2	664,139	2
Trade receivables from related parties (Notes 4, 20 and 27)	2,376,482	7	1,992,473	5
Other receivables (Notes 4 and 27)	133,823	-	153,211	-
Inventories (Notes 4, 10 and 28)	8,469,139	24	10,720,853	28
Other current assets (Note 22)	209,786	1	253,219	1
Total current assets	16,006,720	45	17,749,957	47
NON-CURRENT ASSETS
Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 11)	3,400	-	3,400	-
Financial assets at amortized cost - non-current (Notes 4 and 8)	76,445	-	447,860	1
Investments accounted for using the equity method (Notes 4 and 13)	16,260,388	46	16,023,996	43
Property, plant and equipment (Notes 4, 14 and 28)	2,164,822	6	2,198,395	6
Right-of-use assets (Notes 4 and 15)	284,308	1	297,545	1
Intangible assets (Note 4)	37,837	-	51,164	-
Deferred tax assets (Notes 4 and 22)	240,095	1	323,957	1
Prepayments for equipment	859	-	45,366	-
Prepaid investments (Note 12)	-	-	315,721	1
Net defined benefit asset - non-current (Notes 4 and 18)	104,111	1	90,774	-
Other non-current assets (Note 4)	24,022	-	33,697	-
Total non-current assets	19,196,287	55	19,831,875	53
TOTAL	$ 35,203,007	100	$ 37,581,832	100
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term bank loans (Notes 16 and 28)	$ 5,901,986	17	$ 6,710,250	18
Contract liabilities - current (Notes 4, 20 and 27)	33,123	-	172,832	-
Notes and trade payables	3,024,233	9	4,105,755	11
Trade payables to related parties (Note 27)	20,224	-	43,424	-
Other payables (Notes 17 and 27)	1,081,332	3	928,940	3
Current tax liabilities (Notes 4 and 22)	422,207	1	295,937	1
Lease liabilities - current (Notes 4 and 15)	50,488	-	39,862	-
Current portion of long-term bank loans (Notes 16 and 28)	861,680	3	337,167	1
Other current liabilities	69,002	-	42,819	-
Total current liabilities	11,464,275	33	12,676,986	34
NON-CURRENT LIABILITIES
Long-term bank loans (Notes 16 and 28)	318,298	1	911,829	2
Deferred tax liabilities (Notes 4 and 22)	3,520,698	10	3,629,971	10
Lease liabilities - non-current (Notes 4 and 15)	39,390	-	53,422	-
Guarantee deposits received	37,048	-	27,626	-
Total non-current liabilities	3,915,434	11	4,622,848	12
Total liabilities	15,379,709	44	17,299,834	46
EQUITY ATTRIBUTABLE TO OWNERS OF THE CORPORATION
Ordinary shares	2,989,838	9	2,989,838	8
Capital surplus	1,192,078	3	940,458	2
Retained earnings
Legal reserve	4,116,578	12	4,116,578	11
Special reserve	-	-	638,687	2
Unappropriated earnings	10,977,093	31	10,323,780	27
Other equity	117,261	-	286,112	1
Total equity attributable to owners of the Corporation	19,392,848	55	19,295,453	51
NON-CONTROLLING INTERESTS	430,450	1	986,545	3
Total equity	19,823,298	56	20,281,998	54
TOTAL	$ 35,203,007	100	$ 37,581,832	100

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

(With Deloitte & Touche auditors' report dated March 12, 2026)

MERIDA INDUSTRY CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

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

	2025		2024
	Amount	%	Amount	%
SALES (Notes 4, 20 and 27)	$ 26,757,161	100	$ 29,633,132	100
COST OF GOODS SOLD (Notes 10, 21 and 27)	22,984,581	86	24,252,901	82
GROSS PROFIT	3,772,580	14	5,380,231	18
REALIZED (UNREALIZED) GAIN ON TRANSACTIONS WITH ASSOCIATES (Note 4)	187,177	1	(31,581)	-
REALIZED GROSS PROFIT	3,959,757	15	5,348,650	18
OPERATING EXPENSES (Note 21)
Selling and marketing expenses	1,202,558	5	1,185,800	4
General and administrative expenses	1,093,835	4	1,129,875	4
Total operating expenses	2,296,393	9	2,315,675	8
PROFIT FROM OPERATIONS	1,663,364	6	3,032,975	10
NON-OPERATING INCOME AND EXPENSES
Interest income (Notes 4 and 27)	122,605	1	106,018	1
Dividend income	2,883	-	2,644	-
Other income (Note 27)	68,684	-	133,018	1
Net foreign exchange gains (Notes 4 and 32)	(112,736)	-	328,828	1
Share of loss of associates (Notes 4 and 13)	92,064	-	(4,064,696)	(14)
Interest expense (Note 27)	(211,611)	(1)	(239,817)	(1)
Other expenses	(14,167)	-	(37,895)	-
Gain (loss) on fair value changes of financial assets at fair value through profit or loss (Note 4)	(21,714)	-	6,267	-
Total non-operating income and expenses	(73,992)	-	(3,765,633)	(12)
PROFIT BEFORE INCOME (LOSS) TAX	1,589,372	6	(732,658)	(2)
INCOME TAX EXPENSE (Notes 4 and 22)	373,073	2	33,516	-
NET PROFIT (LOSS) FOR THE YEAR	1,216,299	4	(766,174)	(2)
OTHER COMPREHENSIVE INCOME (LOSS) (Note 4)
Items that will not be reclassified subsequently to profit or loss:
Remeasurement of defined benefit plans (Note 18)	7,471	-	62,370	-
Share of the other comprehensive loss of associates accounted for using the equity method	8,653	-	(17,010)	-
	16,124	-	45,360	-
				(Continued)

MERIDA INDUSTRY CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

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

	2025		2024
	Amount	%	Amount	%
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translating the financial statements of foreign operations	$ (492,528)	(2)	$ 1,279,799	4
Share of the other comprehensive loss of associates accounted for using the equity method	317,128	2	(302,511)	(1)
Income tax related to items that may be reclassified subsequently to profit or loss	42,213	-	(43,902)	-
	(133,187)	-	933,386	3
Other comprehensive income for the year, net of income tax	(117,063)	-	978,746	3
TOTAL COMPREHENSIVE INCOME FOR THE YEAR	$ 1,099,236	4	$ 212,572	1
NET (LOSS) PROFIT ATTRIBUTABLE TO:
Owners of the Corporation	$ 1,200,210	4	$ (699,103)	(2)
Non-controlling interests	16,089	-	(67,071)	-
	$ 1,216,299	4	$ (766,174)	(2)
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO:
Owners of the Corporation	$ 1,047,483	4	$ 271,056	1
Non-controlling interests	51,753	-	(58,484)	-
	$ 1,099,236	4	$ 212,572	1
EARNINGS (LOSS) PER SHARE (Note 23)
Basic	$ 4.01		$ (2.34)
Diluted	$ 4.00		$ (2.34)

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

(With Deloitte & Touche auditors' report dated March 12, 2026)

(Concluded)

MERIDA INDUSTRY CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

(In Thousands of New Taiwan Dollars)

	Equity Attributable to Owners of the Corporation
	Ordinary Shares (Note 19)	Capital Surplus (Note 19)	Retained Earnings (Notes 19 and 24)			Other Equity Exchange Differences on Translation of the Financial Statements of Foreign Operations	Total	Non-controlling Interests (Notes 12 and 24) Total Equity
			Legal Reserve	Special Reserve	Unappropriated Earnings
BALANCE AT JANUARY 1, 2024	$ 2,989,838	$ 630,152	$ 3,937,840	$ 666,194	$ 12,934,212	$ (638,687)	$ 20,519,549	$ 1,050,787
Appropriation of 2023 earnings
Legal reserve	-	-	178,738	-	(178,738)	-	-	-
Reversal of special reserve	-	-	-	(27,507)	27,507	-	-	-
Cash dividends distributed by the Corporation	-	-	-	-	(1,793,903)	-	(1,793,903)	-
Changes in capital surplus from investments in associates accounted for using the equity method	-	310,306	-	-	-	-	310,306	-
Changes in percentage of ownership interests in subsidiaries	-	-	-	-	(11,555)	-	(11,555)	(5,758)
Net loss for the year ended December 31, 2024	-	-	-	-	(699,103)	-	(699,103)	(67,071)
Other comprehensive income (loss) for the year ended December 31, 2024, net of income tax	-	-	-	-	45,360	924,799	970,159	8,587
Total comprehensive income (loss) for the year ended December 31, 2024	-	-	-	-	(653,743)	924,799	271,056	(58,484)
BALANCE AT DECEMBER 31, 2024	2,989,838	940,458	4,116,578	638,687	10,323,780	286,112	19,295,453	986,545
Appropriation of 2024 earnings
Reversal of special reserve	-	-	-	(638,687)	638,687	-	-	-
Cash dividends distributed by the Corporation	-	-	-	-	(1,195,935)	-	(1,195,935)	-
Changes in capital surplus from investments in associates accounted for using the equity method	-	251,620	-	-	-	-	251,620	-
Difference between consideration received or paid and the carrying amount of the subsidiaries' net assets during actual disposal or acquisition (Note 24)	-	-	-	-	(4,623)	-	(4,623)	(608,998)
Changes in ownership interests in subsidiaries	-	-	-	-	(1,150)	-	(1,150)	1,150
Net profit for the year ended December 31, 2025	-	-	-	-	1,200,210	-	1,200,210	16,089
Other comprehensive income (loss) for the year ended December 31, 2025, net of income tax	-	-	-	-	16,124	(168,851)	(152,727)	35,664
Total comprehensive income (loss) for the year ended December 31, 2025	-	-	-	-	1,216,334	(168,851)	1,047,483	51,753
BALANCE AT DECEMBER 31, 2025	$ 2,989,838	$ 1,192,078	$ 4,116,578	$ -	$ 10,977,093	$ 117,261	$ 19,392,848	$ 430,450

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

(With Deloitte & Touche auditors' report dated March 12, 2026)

MERIDA INDUSTRY CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

(In Thousands of New Taiwan Dollars)

	2025	2024
CASH FLOWS FROM OPERATING ACTIVITIES
Profit (loss) before income tax	$ 1,589,372	$ (732,658)
Adjustments for:
Depreciation expense	265,206	294,491
Amortization expense	18,206	21,063
Expected credit loss recognized on trade receivables	15,828	51,647
Net loss (gain) on fair value changes of financial assets at fair value through profit or loss	21,714	(6,267)
Interest expense	211,611	239,817
Interest income	(122,605)	(106,018)
Dividend income	(2,883)	(2,644)
Share of loss (profit) of associates	(92,064)	4,064,696
Loss on disposal of property, plant and equipment	2,732	1,563
Write-down (reversed) of inventories	165,105	(37,106)
Unrealized (realized) gain on transactions with associates	(187,177)	31,581
Unrealized net gain on foreign currency exchange	(36,091)	(55,971)
Loss (gain) on lease modification	60	(1,031)
Changes in operating assets and liabilities
Financial assets at fair value through profit or loss	1,003	153,455
Notes receivable	(1,343)	3,561
Trade receivables	(321,625)	(359,584)
Other receivables	(63,222)	(30,305)
Inventories	2,400,506	(1,120,285)
Other current assets	40,708	(163,776)
Contract liabilities	(138,976)	132,499
Notes and trade payables	(1,125,746)	1,239,371
Other payables	111,331	74,503
Other current liabilities	23,879	(772)
Net defined benefit assets	(5,866)	(9,275)
Cash generated from operations	2,769,663	3,682,555
Interest received	103,133	101,345
Dividends received	4,333	2,644
Interest paid	(208,567)	(265,540)
Income tax paid	(227,091)	(1,283,540)
Net cash generated from operating activities	2,441,471	2,237,464
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of financial assets at amortized cost	(272,119)	(218,173)
Proceeds from sale of financial assets at amortized cost	359,691	-
Acquisition of property, plant and equipment	(94,373)	(65,119)
Proceeds from disposal of property, plant and equipment	3,318	1,964
Decrease (increase) in refundable deposits	343	(248)
Payments for intangible assets	(4,834)	(2,010)
		(Continued)

MERIDA INDUSTRY CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

(In Thousands of New Taiwan Dollars)

	2025	2024
Decrease in other non-current assets	$ 11,199	$ 893
Increase in prepayments for equipment	(822)	(45,370)
Net cash generated from (used in) investing activities	2,403	(328,063)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from (repayments of) short-term bank loans	(882,549)	610,077
Proceeds from long-term bank loans	227,190	81,935
Repayments of long-term bank loans	(323,910)	(278,238)
Proceeds from guarantee deposits received	10,099	2,835
Repayment of the principal portion of lease liabilities	(52,346)	(71,829)
Dividends paid to owners of the Corporation	(1,195,935)	(1,793,903)
Acquisition of additional interests in subsidiaries	(297,900)	(17,313)
Increase in prepayments for investments	-	(315,721)
Net cash used in financing activities	(2,515,351)	(1,782,157)
EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH AND CASH EQUIVALENTS HELD IN FOREIGN CURRENCIES	7,606	54,182
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	(63,871)	181,426
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR	3,640,467	3,459,041
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR	$ 3,576,596	$ 3,640,467

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

(With Deloitte & Touche auditors’ report dated March 12, 2026) (Concluded)

Case 2: Earnings Distribution of 2025. (Proposed by the Board)

Explanation: In accordance with the Company Act and the Company's Articles of Incorporation, the Company has prepared as follows the Table for Earnings Distribution for the year 2025, which has been reviewed and adopted in the 8th Meeting of the Company's 3rd Audit Committee and has been adopted by resolution in the Company's 2nd Board of Directors meeting in 2026. For your ratification:

Merida Industry Co. Ltd.
Table for Earnings Distribution
for the Year 2025

		Unit: NTD
Beginning Undistributed Earnings		$9,766,531,370
Add: 2025 Net Profit after Tax	$1,200,210,121
Add: Adjustment to Retained Earnings with Investments using Equity Method	2,880,833
Add: Remeasurement of Defined Benefit Plans as Retained Earnings	7,470,555
Amount Recognized as Current Undistributed Earnings from Current Net Profit after Tax Added with Non-Current Profit Items		1,210,561,509
Less: Legal Reserve		121,056,151
Current Distributable Earnings		$10,856,036,728
Distributions:
Cash Dividend-NTD 2.8 per Share		837,154,640
Ending Undistributed Earnings (Retaining Beginning Undistributed Earnings)		$10,018,882,088

Shareholders' Dividend: Calculated on basis of the Company's outstanding shares at 298,983,800 shares, each common share holder will be entitled to receive a cash dividend of NTD 2.8 per share. The total dividend of NTD 837,154,640 will be distributed fully in cash in the unit of NTD (portions lower than NTD 1 will be rounded off). Fractional shares will be recognized as the income of the Company's Employees' Welfare Committee. The Board of Directors is authorized to set up ex-dividend date and other associated follow-up, once the shareholder's meeting approves this proposal by resolution.
Concerning this earnings distribution, where there is change to total number of outstanding shares of the Company due to any reason, the Company shall submit to the regular shareholders' meeting for authorization to the Board of Directors on transactions of dividend distribution to shareholders adjusted by percentage of their ownership based on number of outstanding shares on the ex-dividend date.

Chairman: Tseng Song-Zhu General Manager: Tseng Shang-Yuan Accounting Manager: Liu Ming-Gen

Resolution:

Matters for Discussion

Case 1: Amendment(s) to the Company’s Articles of Incorporation. (Proposed by the Board)

Explanation: To meet the needs of the Company’s operations, and in accordance with Article 4 of the Operation Directions for Compliance with the Establishment of Board of Directors by TWSE Listed Companies and the Board's Exercise of Powers, it is proposed to amend the relevant provisions of the Company’s Articles of Incorporation. The proposed amendments have been approved by the Company’s 2nd Board of Directors meetings in 2026. A comparison table of the original and amended provisions is as follows. For your voting:

After Amendment	Before Amendment	Reason for Amendment
Article 18
The Company’s Board of Directors shall have nine to fourteen directors, who shall be elected among capable persons by the shareholders.
The term of office of a director shall be three years; he/she may be eligible for re-election. The Board shall include no fewer than one director for each gender.
The aforesaid Board of Directors must have at least four independent directors, and the number of independent directors shall not be less than one-fifth of the total number of directors.
Directors shall be elected by adopting candidate nomination system as specified in Article 192-1 of the Company Act, and the shareholders shall elect the directors from among the nominees listed in the roster of director candidates. The nomination of directors and related announcement shall comply with the relevant regulations of the Company Act and the Securities and Exchange Act.
The election of independent directors and non-independent directors shall be	Article 18
The Company’s Board of Directors shall have nine to thirteen directors, who shall be elected among capable persons by the shareholders.
The term of office of a director shall be three years; he/she may be eligible for re-election. The Board shall include no fewer than one director for each gender.
The aforesaid Board of Directors must have at least three independent directors, and the number of independent directors shall not be less than one-fifth of the total number of directors.
Directors shall be elected by adopting candidate nomination system as specified in Article 192-1 of the Company Act, and the shareholders shall elect the directors from among the nominees listed in the roster of director candidates. The nomination of directors and related announcement shall comply with the relevant regulations of the Company Act and the Securities and Exchange Act.
The election of independent directors and non-independent directors shall be	In response to the Company’s operational needs and in accordance with the amended provisions of Article 4 of the “Operation Directions for Compliance with the Establishment of Board of Directors by TWSE Listed Companies and the Board's Exercise of Powers.”

| held together; provided, however, the number of independent directors and non-independent directors elected shall be calculated separately.
The total number of shares held by all directors of the Company shall comply with the "Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies" by the Financial Supervisory Commission. | held together; provided, however, the number of independent directors and non-independent directors elected shall be calculated separately.
The total number of shares held by all directors of the Company shall comply with the "Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies" by the Financial Supervisory Commission. | |
| --- | --- | --- |
| Article 37
The Articles of Incorporation were formulated on September 8, 1972. ...
It was amended for the 42nd time on June 26, 2018. It was amended for the 43rd time on June 24, 2020. It was amended for the 44th time on August 4, 2021. It was amended for the 45th time on June 23, 2022. It was amended for the 46th time on June 28, 2023. It was amended for the 47th time on June 26, 2024. It was amended for the 48th time on June 25, 2025. It was amended for the 49th time on June 24, 2026. | Article 37
The Articles of Incorporation were formulated on September 8, 1972. ...
It was amended for the 42nd time on June 26, 2018. It was amended for the 43rd time on June 24, 2020. It was amended for the 44th time on August 4, 2021. It was amended for the 45th time on June 23, 2022. It was amended for the 46th time on June 28, 2023. It was amended for the 47th time on June 26, 2024. It was amended for the 48th time on June 25, 2025. | Date amended. |

Resolution:

Case 2: Amendment(s) to the Company's Procedures for Acquisition and Disposal of Assets. (Proposed by the Board)

Explanation: In accordance with Order No. Financial-Supervisory-Securities-Corporate-1140383333 dated July 24, 2025 issued by the Financial Supervisory Commission, the Company proposes to amend certain provisions of its Procedures for Acquisition and Disposal of Assets. The proposed amendments have been reviewed and approved by the 6th meeting of the 3rd Audit Committee and were subsequently submitted to and approved by the 5th meeting of the Board of Directors in 2025. The comparison table of the provisions before and after amendment is as follows. For your voting:

After Amendment	Before Amendment	Reason for Amendment
Article10 Regulations Governing the Acquisition or Disposal of Securities 1. The company acquiring or disposing of securities shall, prior to the date of occurrence of the event, obtain financial statements of the issuing company for the most recent period, certified or reviewed by a certified public accountant, for reference in appraising the transaction price, and if the dollar amount of the transaction is 20 percent of the company's paid-in capital or NT$300 million or more, the company shall additionally engage a certified public accountant prior to the date of occurrence of the event to provide an opinion regarding the reasonableness of the transaction price. Provided, however, that this requirement shall not apply under any of the following circumstances: (1) The securities are acquired through cash contribution in an incorporation by the promoters or a subscription for an issuance of shares by the founders in accordance with the law, and the rights represented by the securities acquired are proportionate to the ratio of the capital contribution. (2) Participation in a subscription for securities issued at par value by a target company conducting a capital increase by cash in accordance with relevant laws and regulations. (3) Participation in a subscription for securities issued by a company in which the Company holds, directly or indirectly, 100 percent of the issued shares or total capital, for a capital increase by cash; or participation in a subscription for securities issued for a	Article10 Regulations Governing the Acquisition or Disposal of Securities 1. The company acquiring or disposing of securities shall, prior to the date of occurrence of the event, obtain financial statements of the issuing company for the most recent period, certified or reviewed by a certified public accountant, for reference in appraising the transaction price, and if the dollar amount of the transaction is 20 percent of the company's paid-in capital or NT$300 million or more, the company shall additionally engage a certified public accountant prior to the date of occurrence of the event to provide an opinion regarding the reasonableness of the transaction price. Provided, however, that this requirement shall not apply under any of the following circumstances: (1) The securities are acquired through cash contribution in an incorporation by the promoters or a subscription for an issuance of shares by the founders in accordance with the law, and the rights represented by the securities acquired are proportionate to the ratio of the capital contribution. (2) Participation in a subscription for securities issued at par value by a target company conducting a capital increase by cash in accordance with relevant laws and regulations. (3) Participation in a subscription for securities issued by a company in which the Company holds, directly or indirectly, 100 percent of the issued shares or total capital, for a capital increase by cash; or participation in a subscription for securities issued for a	Amended the provisions in accordance with official directives.

| capital increase by cash among 100-percent-owned subsidiaries.
(4) Securities listed on a stock exchange (Listed), traded on an over-the-counter market (TPEx-listed), or emerging stocks traded at the business premises of a securities firm.
(5) Domestic government bonds, or foreign government bonds with a credit rating not lower than the sovereign rating of Taiwan, or bonds under repurchase or resale agreements.
(6) Publicly offered funds.
(7) Acquisition or disposal of stocks of a listed (or TPEx-listed) company in accordance with the bidding or auction procedures of the Taiwan Stock Exchange (TWSE) or the Taipei Exchange (TPEx).
(8) Participation in a subscription for shares in a capital increase by cash of a domestic public company or a subscription for domestic corporate bonds (including financial bonds), provided that the securities acquired are not privately placed securities.
(9) Subscription for domestic privately placed funds before the establishment of the fund in accordance with Article 11, Paragraph 1 of the Securities Investment Trust and Consulting Act; or the subscription or redemption of a domestic privately placed fund, where the investment strategy in the trust contract—excluding margin trading of securities and open positions in securities-related products—is the same as the investment scope of a publicly offered fund.
2. Except for the acquisition or disposal of short-term securities related to financial management (such as the purchase or sale of bonds under repurchase or resale agreements, or the subscription or redemption of money market funds issued by domestic securities investment trust enterprises), which shall be processed for approval and handled by the executing unit in accordance with the Company's internal levels of authority, all other acquisitions or disposals of securities where the transaction amount reaches 20 percent of the Company's paid-in capital or | capital increase by cash among 100-percent-owned subsidiaries.
(4) Securities listed on a stock exchange (Listed), traded on an over-the-counter market (TPEx-listed), or emerging stocks traded at the business premises of a securities firm.
(5) Domestic government bonds, or foreign government bonds with a credit rating not lower than the sovereign rating of Taiwan, or bonds under repurchase or resale agreements.
(6) Publicly offered funds.
(7) Acquisition or disposal of stocks of a listed (or TPEx-listed) company in accordance with the bidding or auction procedures of the Taiwan Stock Exchange (TWSE) or the Taipei Exchange (TPEx).
(8) Participation in a subscription for shares in a capital increase by cash of a domestic public company or a subscription for domestic corporate bonds (including financial bonds), provided that the securities acquired are not privately placed securities.
(9) Subscription for domestic privately placed funds before the establishment of the fund in accordance with Article 11, Paragraph 1 of the Securities Investment Trust and Consulting Act; or the subscription or redemption of a domestic privately placed fund, where the investment strategy in the trust contract—excluding margin trading of securities and open positions in securities-related products—is the same as the investment scope of a publicly offered fund.
2. Acquisitions or disposals of securities where the transaction amount reaches 20 percent of the Company's paid-in capital or NT$300 million or more shall be submitted to the Board of Directors for approval by resolution, and the Chairman is authorized to act on behalf of the Company for such transactions. |
| --- | --- |

| NT$300 million or more shall be submitted to the Board of Directors for approval by resolution, and the Chairman is authorized to act on behalf of the Company for such transactions.
3. Securities transactions conducted on a centralized exchange market or at the business premises of a securities firm shall be evaluated and determined by the responsible unit based on current market conditions.
4. For securities transactions not conducted on a centralized exchange market or at the business premises of a securities firm (with the exception of investments in Mainland China), the Company shall take into account the net value per share, profitability, future growth potential, and recent transaction prices of industry peers. Such transactions shall be submitted to the Chairman for approval and subsequently reported to the most recent meeting of the Board of Directors.
5. Any investment in the Mainland China area shall be handled in accordance with the "Regulations Governing Permission for Investment or Technical Cooperation in the Mainland Area" issued by the Department of Investment Review,MOEA. | 3. Securities transactions conducted on a centralized exchange market or at the business premises of a securities firm shall be evaluated and determined by the responsible unit based on current market conditions.
4. For securities transactions not conducted on a centralized exchange market or at the business premises of a securities firm (with the exception of investments in Mainland China), the Company shall take into account the net value per share, profitability, future growth potential, and recent transaction prices of industry peers. Such transactions shall be submitted to the Chairman for approval and subsequently reported to the most recent meeting of the Board of Directors.
5. Any investment in the Mainland China area shall be handled in accordance with the "Regulations Governing Permission for Investment or Technical Cooperation in the Mainland Area" issued by the Department of Investment Review,MOEA. | |
| --- | --- | --- |
| Article 15 Public Disclosure of Information Procedures
Where the Company acquires or disposes of assets under any of the following circumstances, it shall make a public announcement and report in accordance with the regulations within two days, counting inclusively from the date of occurrence of the event:
1. Acquisition or disposal of real property or right-of-use assets thereof from or to a related party, or acquisition or disposal of assets other than real property or right-of-use assets thereof from or to a related party where the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the company's total assets, or NT$300 million or more; provided, this shall not apply to trading of domestic government bonds or bonds under repurchase and resale agreements, or | Article 15 Public Disclosure of Information Procedures
Where the Company acquires or disposes of assets under any of the following circumstances, it shall make a public announcement and report in accordance with the regulations within two days, counting inclusively from the date of occurrence of the event:
1. Acquisition or disposal of real property or right-of-use assets thereof from or to a related party, or acquisition or disposal of assets other than real property or right-of-use assets thereof from or to a related party where the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the company's total assets, or NT$300 million or more; provided, this shall not apply to trading of domestic government bonds or bonds under repurchase and resale agreements, or | Amended the provisions in accordance with official directives. |

subscription or redemption of money market funds issued by domestic securities investment trust enterprises.	subscription or redemption of money market funds issued by domestic securities investment trust enterprises.
2. Merger, demerger, acquisition, or transfer of shares.	2. Merger, demerger, acquisition, or transfer of shares.
3. Losses from derivatives trading reaching the limits on aggregate losses or losses on individual contracts set out in the procedures adopted by the company.	3. Losses from derivatives trading reaching the limits on aggregate losses or losses on individual contracts set out in the procedures adopted by the company.
4. Where equipment or right-of-use assets thereof for business use are acquired or disposed of, and furthermore the transaction counterparty is not a related party, and the transaction amount meets any of the following criteria:	4. Where equipment or right-of-use assets thereof for business use are acquired or disposed of, and furthermore the transaction counterparty is not a related party, and the transaction amount meets any of the following criteria:
A. For a public company whose paid-in capital is less than NT$10 billion, the transaction amount reaches NT$500 million or more.	A. For a public company whose paid-in capital is less than NT$10 billion, the transaction amount reaches NT$500 million or more.
B. For a public company whose paid-in capital is NT$10 billion or more but less than NT$50 billion, the transaction amount reaches NT$1 billion or more.	B. For a public company whose paid-in capital is NT$10 billion or more, the transaction amount reaches NT$1 billion or more.
C. For a public company whose paid-in capital is NT$50 billion, the transaction amount reaches 5 percent or more of paid-in capital.	5. Where land is acquired under an arrangement on engaging others to build on the company's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and furthermore the transaction counterparty is not a related party, and the amount the company expects to invest in the transaction reaches NT$500 million.
6. In the case of a public company with paid-in capital reaching NT$50 billion or more, transactions in government bonds, ordinary corporate bonds, and general bank debentures without equity characteristics (excluding subordinated debt) traded on securities exchanges or OTC markets, which do not fall under any of the circumstances listed in the proviso of subparagraph 7, and where furthermore the transaction counterparty is not a related party, and the transaction amount reaches 5 percent or more of paid-in capital.	6. Where land is acquired under an arrangement on engaging others to build on the company's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and furthermore the transaction counterparty is not a related party, and the amount the company expects to invest in the transaction reaches NT$500 million.

7. Where an asset transaction other than any of those referred to in the preceding six subparagraphs, a disposal of receivables by a financial institution, or an investment in the mainland China area reaches 20 percent or more of paid-in capital or NT$300 million; provided, this shall not apply to the following circumstances: A. Trading of domestic government bonds or foreign government bonds with a rating that is not lower than the sovereign rating of Taiwan. B. Trading of bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises. 2. The calculation method for the transaction amount in the preceding paragraph shall be as prescribed in Article 4, Subparagraph 7. "Within the preceding year" as used in the preceding paragraph refers to the year preceding the date of occurrence of the current transaction. Items duly announced in accordance with these Regulations need not be counted toward the transaction amount. Public Announcement and Reporting Procedures 1. The company shall compile monthly reports on the status of derivatives trading engaged in up to the end of the preceding month by the company and any subsidiaries that are not domestic public companies and enter the information into the information reporting website by the 10th day of each month. 2. When the company at the time of public announcement makes an error or omission in an item required by regulations to be publicly announced and so is required to correct it, all the items shall be again publicly announced and reported in their entirety within two days counting inclusively from the date of knowing of such error or omission. 3. The company acquiring or disposing of assets shall keep all relevant contracts, meeting minutes, log books, appraisal reports and CPA, attorney, and securities underwriter

6. Where an asset transaction other than any of those referred to in the preceding five subparagraphs, a disposal of receivables by a financial institution, or an investment in the mainland China area reaches 20 percent or more of paid-in capital or NT$300 million; provided, this shall not apply to the following circumstances: A. Trading of domestic government bonds or foreign government bonds with a rating that is not lower than the sovereign rating of Taiwan. B. Trading of bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises. 2. The calculation method for the transaction amount in the preceding paragraph shall be as prescribed in Article 4, Subparagraph 7. "Within the preceding year" as used in the preceding paragraph refers to the year preceding the date of occurrence of the current transaction. Items duly announced in accordance with these Regulations need not be counted toward the transaction amount. Public Announcement and Reporting Procedures 1. The company shall compile monthly reports on the status of derivatives trading engaged in up to the end of the preceding month by the company and any subsidiaries that are not domestic public companies and enter the information into the information reporting website by the 10th day of each month. 2. When the company at the time of public announcement makes an error or omission in an item required by regulations to be publicly announced and so is required to correct it, all the items shall be again publicly announced and reported in their entirety within two days counting inclusively from the date of knowing of such error or omission. 3. The company acquiring or disposing of assets shall keep all relevant contracts, meeting minutes, log books, appraisal reports and CPA, attorney, and securities underwriter opinions at

opinions at the company, where they shall be retained for 5 years except where another act provides otherwise.	the company, where they shall be retained for 5 years except where another act provides otherwise.
4. After the Company has publicly announced and reported the acquisition or disposal of assets in accordance with the foregoing provisions, where any of the following circumstances occur, it shall make a public announcement and report in accordance with the regulations within two days, counting inclusively from the date of occurrence of the event:	4. After the Company has publicly announced and reported the acquisition or disposal of assets in accordance with the foregoing provisions, where any of the following circumstances occur, it shall make a public announcement and report in accordance with the regulations within two days, counting inclusively from the date of occurrence of the event:
A. Change, termination, or rescission of a contract signed in regard to the original transaction.	A. Change, termination, or rescission of a contract signed in regard to the original transaction.
B. The merger, demerger, acquisition, or transfer of shares is not completed by the scheduled date set forth in the contract.	B. The merger, demerger, acquisition, or transfer of shares is not completed by the scheduled date set forth in the contract.
C. Change to the originally publicly announced and reported information.	C. Change to the originally publicly announced and reported information.
(5) Information required to be publicly announced and reported in accordance with the provisions of 7 Regulations Governing the Acquisition and Disposal of Assets by Public Companies 1 on acquisitions and disposals of assets by the company's subsidiary that is not itself a public company in Taiwan shall be reported by the public company on its behalf.	(5) Information required to be publicly announced and reported in accordance with the regulations, if the company's subsidiary that is not itself a public company in Taiwan shall be reported by the public company on its behalf.
(6) Where the Company has completed the public announcement and regulatory filing for an investment in the Mainland China area in accordance with regulations, if the competent authority subsequently disapproves the investment application, the Company shall disclose relevant information on the Market Observation Post System (MOPS), including the date of the original announcement and filing, the name of the Mainland China investee company, the estimated investment amount, the counterparty, and the date of disapproval by the competent authority.	(6) Where the Company has completed the public announcement and regulatory filing for an investment in the Mainland China area in accordance with regulations, if the competent authority subsequently disapproves the investment application, the Company shall disclose relevant information on the Market Observation Post System (MOPS), including the date of the original announcement and filing, the name of the Mainland China investee company, the estimated investment amount, the counterparty, and the date of disapproval by the competent authority.
5. Format of Public Announcement: As prescribed by the competent authority.	5. Format of Public Announcement: As prescribed by the competent authority.
6. Regarding the standards for public announcement and regulatory filing by a subsidiary, the requirements concerning reaching 20% of paid-in capital or 10% of total assets shall be	6. Regarding the standards for public announcement and regulatory filing by a subsidiary, the requirements concerning reaching 20% of paid-in capital or 10% of total

based on the paid-in capital or total assets of the Company.	assets shall be based on the paid-in capital or total assets of the Company.
Article 16 Miscellaneous
A subsidiary of the Company shall establish its own 'Procedures for Acquisition or Disposal of Assets' in accordance with the 'Regulations Governing the Acquisition and Disposal of Assets by Public Companies' promulgated by the Financial Supervisory Commission (FSC). Such procedures shall be approved by the subsidiary's Board of Directors and submitted to its Shareholders' Meeting; the same shall apply to any amendments thereto. Furthermore, the Company's internal audit unit shall periodically audit the subsidiary's acquisition or disposal of assets in accordance with the 'Internal Control and Audit Management Regulations'.
2.Information required to be publicly announced and reported in accordance with the provisions of 'Regulations Governing the Acquisition and Disposal of Assets by Public Companies' on acquisitions and disposals of assets by the company's subsidiary that is not itself a public company in Taiwan shall be reported by the public company on its behalf.
3. The calculation of the 10% of total assets requirement under these Procedures shall be based on the total asset amount in the most recent parent-only or individual financial report prepared in accordance with the "Regulations Governing the Preparation of Financial Reports by Securities Issuers."
For companies whose shares have no par value or a par value other than NT$10, the requirement for a transaction amount reaching 20% of paid-in capital shall be calculated as 10% of the equity attributable to owners of the parent;
Regarding the requirement for a transaction amount reaching 5% of paid-in capital shall be calculated as 2.5% of the equity attributable to owners of the parent.; Regarding the requirement concerning a transaction amount reaching NT$10 billion of paid-in capital, it shall be calculated as NT$20 billion of equity attributable to owners of the parent.	Article 16 Miscellaneous
A subsidiary of the Company shall establish its own 'Procedures for Acquisition or Disposal of Assets' in accordance with the 'Regulations Governing the Acquisition and Disposal of Assets by Public Companies' promulgated by the Financial Supervisory Commission (FSC). Such procedures shall be approved by the subsidiary's Board of Directors and submitted to its Shareholders' Meeting; the same shall apply to any amendments thereto. Furthermore, the Company's internal audit unit shall periodically audit the subsidiary's acquisition or disposal of assets in accordance with the 'Internal Control and Audit Management Regulations'.
2.Information required to be publicly announced and reported in accordance with the provisions of 'Regulations Governing the Acquisition and Disposal of Assets by Public Companies' on acquisitions and disposals of assets by the company's subsidiary that is not itself a public company in Taiwan shall be reported by the public company on its behalf.
3. The calculation of the 10% of total assets requirement under these Procedures shall be based on the total asset amount in the most recent parent-only or individual financial report prepared in accordance with the "Regulations Governing the Preparation of Financial Reports by Securities Issuers."
For companies whose shares have no par value or a par value other than NT$10, the requirement for a transaction amount reaching 20% of paid-in capital shall be calculated as 10% of the equity attributable to owners of the parent;
Regarding the requirement concerning a transaction amount reaching NT$10 billion of paid-in capital, it shall be calculated as NT$20 billion of equity attributable to owners of the parent.	Amended the provisions in accordance with official directives.

| Regarding the requirement for a transaction amount reaching NT$50 billion of paid-in capital, it shall be calculated as NT$100 billion of equity attributable to owners of the parent.
4. These Procedures shall be approved by one-half or more of all members of the Audit Committee and submitted to the Board of Directors for a resolution. If the consent of one-half or more of all Audit Committee members is not obtained, the Procedures may be implemented with the consent of two-thirds or more of all directors. After approval by the Board of Directors, the Procedures shall be submitted to the shareholders’ meeting for approval; the same shall apply to any amendments thereto. If a director expresses an objection and there is a record or written statement thereof, the opinions and reasons for their consent or objection shall be recorded in the meeting minutes.
5. For matters not addressed in these Procedures, they shall be handled in accordance with the Company’s Articles of Incorporation and relevant laws and regulations. | 4. These Procedures shall be approved by one-half or more of all members of the Audit Committee and submitted to the Board of Directors for a resolution. If the consent of one-half or more of all Audit Committee members is not obtained, the Procedures may be implemented with the consent of two-thirds or more of all directors. After approval by the Board of Directors, the Procedures shall be submitted to the shareholders’ meeting for approval; the same shall apply to any amendments thereto. If a director expresses an objection and there is a record or written statement thereof, the opinions and reasons for their consent or objection shall be recorded in the meeting minutes.
5. For matters not addressed in these Procedures, they shall be handled in accordance with the Company’s Articles of Incorporation and relevant laws and regulations. | |
| --- | --- | --- |
| Article 17
These Procedures were adopted by resolution in the Company’s interim Board of Directors meeting on November 23, 1999. The first amendment was made on December 22, 1999. The second amendment was made on June 6, 2001. The third amendment was made on June 26,2003. The fourth amendment was made on June 23, 2006. The fifth amendment was made on June 22,2007. The sixth amendment was made on June 28, 2012. The seventh amendment was made on June 26,2014. The eighth amendment was made on June 26, 2017. The ninth amendment was made on June 26,2018. The tenth amendment was made on June 25, 2019. The eleventh amendment was made on June 23, 2022. The twelfth amendment was made on June 24, 2026. | Article 17
These Procedures were adopted by resolution in the Company’s interim Board of Directors meeting on November 23, 1999. The first amendment was made on December 22, 1999. The second amendment was made on June 6, 2001. The third amendment was made on June 26,2003. The fourth amendment was made on June 23, 2006. The fifth amendment was made on June 22,2007. The sixth amendment was made on June 28, 2012. The seventh amendment was made on June 26,2014. The eighth amendment was made on June 26, 2017. The ninth amendment was made on June 26,2018. The tenth amendment was made on June 23, 2022. | Date amended. |

Resolution:

Case 3: Amendment to the Procedures for Loaning of Funds and Making of Endorsements/Guarantees. (Proposed by the Board of Directors)

Explanation: In accordance with Article 12, Paragraph 1 of the "Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies," it is proposed to amend certain articles of the Company's "Procedures for Loaning of Funds and Making of Endorsements/Guarantees." The proposal has been reviewed and approved by the 9th meeting of the 3rd Audit Committee and subsequently approved by a resolution of the 3rd Board of Directors meeting in 2026. The comparison table of the pre- and post-amendments is provided below for your approval.

After Amendment	Before Amendment	Reason for Amendment
Article 5: Limits on the Loaning of Funds and Making of Endorsements/Guarantees
1. Limits on the Loaning of Funds: (1) Aggregate limits for the Company:
I. For companies or firms having business dealings with the Company: The total amount of funds loaned shall not exceed 10% of the Company’s net worth.
II. For companies or firms in need of short-term financing: The total amount of funds loaned shall not exceed 40% of the Company’s net worth.
(2) Limits on loans to individual entities:
I. For companies or firms having business dealings with the Company: The amount of funds loaned to an individual entity shall not exceed the higher of the transaction amount purchase or sales between the two parties during the most recent fiscal year or the current year up to the time of the loan, and in any event, shall not exceed 10% of the Company’s net worth.
II. For companies or firms in need of short-term financing:	Article 5: Limits on the Loaning of Funds and Making of Endorsements/Guarantees
1. Limits on the Loaning of Funds: (1) Aggregate limits for the Company:
I. For companies or firms having business dealings with the Company: The total amount of funds loaned shall not exceed 10% of the Company’s net worth.
II. For companies or firms in need of short-term financing: The total amount of funds loaned shall not exceed 40% of the Company’s net worth.
(2) Limits on loans to individual entities:
I. For companies or firms having business dealings with the Company: The amount of funds loaned to an individual entity shall not exceed the higher of the transaction amount purchase or sales between the two parties during the most recent fiscal year and in any event, shall not exceed 10% of the Company’s net worth.
II. For companies or firms in need of short-term financing:	Amended in accordance with the provisions of the Regulations.

| ○ (A) For suppliers or related parties: The amount loaned to an individual entity shall not exceed 5% of the Company’s net worth.
○ (B) For investee companies in which the Company holds 20% or more of the voting shares: The amount loaned to an individual entity shall not exceed 10% of the Company’s net worth. However, for investee companies in which the Company holds 50% or more of the voting shares, the limit shall be 40% of the Company’s net worth.
(3) Loans between foreign companies in which the Company directly and indirectly holds 100% of the voting shares, or loans from such foreign companies to the Company: The foreign companies may conduct fund loaning in accordance with their own "Procedures for Loaning Funds to Others." The loan amount to an individual entity and the aggregate loan balance of such a company shall be limited to 40% of the said company’s net worth.
(4) Liability for violations: If the person in charge of the Company violates the aforementioned regulations, they shall be jointly and severally liable with the borrower for the repayment of the loan. If the Company suffers any damage, the person in charge shall also be liable for damages.
2. Limits on Endorsements/Guarantees
(1) The aggregate amount of the Company’s external endorsements and guarantees shall not exceed 50% of the Company’s net worth.
(2) The amount of endorsements and guarantees provided by the Company to any single enterprise shall be limited to 30% of the Company’s net | ○ (A) For suppliers or related parties: The amount loaned to an individual entity shall not exceed 5% of the Company’s net worth.
○ (B) For investee companies in which the Company holds 20% or more of the voting shares: The amount loaned to an individual entity shall not exceed 10% of the Company’s net worth. However, for investee companies in which the Company holds 50% or more of the voting shares, the limit shall be 40% of the Company’s net worth.
(3) Loans between foreign companies in which the Company directly and indirectly holds 100% of the voting shares, or loans from such foreign companies to the Company: The foreign companies may conduct fund loaning in accordance with their own "Procedures for Loaning Funds to Others." The loan amount to an individual entity and the aggregate loan balance of such a company shall be limited to 40% of the said company’s net worth.
(4) Liability for violations: If the person in charge of the Company violates the aforementioned regulations, they shall be jointly and severally liable with the borrower for the repayment of the loan. If the Company suffers any damage, the person in charge shall also be liable for damages.
2. Limits on Endorsements/Guarantees
(1) The aggregate amount of the Company’s external endorsements and guarantees shall not exceed 50% of the Company’s net worth for the preceding fiscal year.
(2) The amount of endorsements and guarantees provided by the Company to any single enterprise shall be limited to 30% of the Company’s net |
| --- | --- |

worth. Where the Company provides endorsements and guarantees due to business dealings, the amount of endorsement/guarantee for a single entity shall not exceed the higher of the purchase or sales amount between the two parties during the most recent fiscal year or within one year prior to the time of the endorsement/guarantee during the current year.	worth for the preceding fiscal year.
(3)The aggregate amount of external endorsements and guarantees provided by the Company and its subsidiaries as a whole shall be limited to 50% of the Company’s net worth.	(3)The aggregate amount of external endorsements and guarantees provided by the Company and its subsidiaries as a whole shall be limited to 50% of the Company’s net worth for the preceding fiscal year.
(4)The amount of endorsements and guarantees provided by the Company and its subsidiaries as a whole to any single enterprise shall be limited to 30% of the Company’s net worth.	(4)The amount of endorsements and guarantees provided by the Company and its subsidiaries as a whole to any single enterprise shall be limited to 30% of the Company’s net worth for the preceding fiscal year.
(5)Where the aggregate amount of external endorsements and guarantees provided by the Company and its subsidiaries as a whole needs to exceed the limit due to business requirements and meets the conditions set forth in these Procedures, such action shall only be taken after it has been approved by a resolution of the Board of Directors and more than half of the directors have provided joint personal guarantees for any potential losses resulting from the excess. Furthermore, these Procedures shall be amended and reported to the shareholders' meeting to explain the necessity and reasonableness and to seek ratification. If the shareholders' meeting does not grant ratification, the Company shall formulate a plan to eliminate the portion exceeding the limit within a specific period.	(5)Where the aggregate amount of external endorsements and guarantees provided by the Company and its subsidiaries as a whole needs to exceed the limit due to business requirements and meets the conditions set forth in these Procedures, such action shall only be taken after it has been approved by a resolution of the Board of Directors and more than half of the directors have provided joint personal guarantees for any potential losses resulting from the excess. Furthermore, these Procedures shall be amended and reported to the shareholders' meeting to explain the necessity and reasonableness and to seek ratification. If the shareholders' meeting does not grant ratification, the Company shall formulate a plan to eliminate the portion exceeding the limit within a specific period.
Article8: Decision-making and Levels of Authorization for the Loaning of Funds and Making of Endorsements/Guarantees When processing the loaning of funds and making of endorsements/guarantees, the Company shall follow the prescribed review and approval procedures, and such matters shall only be executed after being approved by a resolution of the Board of Directors. However, to meet	Article8: Decision-making and Levels of Authorization for the Loaning of Funds and Making of Endorsements/Guarantees When processing the loaning of funds and making of endorsements/guarantees, the Company shall follow the prescribed review and approval procedures, and such matters shall only be executed after being approved by a resolution of the Board of Directors. However, to meet	Amended in accordance with the provisions of the Regulations.

timing requirements for endorsement/guarantee operations, the Board of Directors may authorize the Chairman to make an advance decision, which shall be subsequently reported to the Board of Directors for ratification. The authorized limits are as follows: 1. Endorsements/Guarantees: (1)Aggregate amount: Limited to no more than 20% of the Company’s net worth, (2)For a single enterprise: Limited to no more than 10% of the Company’s net worth. (Paragraphs 2 through 4 are omitted)	timing requirements for endorsement/guarantee operations, the Board of Directors may authorize the Chairman to make an advance decision, which shall be subsequently reported to the Board of Directors for ratification. The authorized limits are as follows: 1. Endorsements/Guarantees: (1)Aggregate amount: Limited to no more than 20% of the Company’s net worth for the preceding fiscal year, (2)For a single enterprise: Limited to no more than 10% of the Company’s net worth for the preceding fiscal year. (Paragraphs 2 through 4 are omitted)
Article 12 These Procedures were established by a resolution of the Board of Directors on April 8, 2003, and implemented after being reported to and approved by the shareholders' meeting. The First Amendment was made on June 23, 2006; the Second Amendment on June 26, 2009; the Third Amendment on June 29, 2010; the Fourth Amendment on June 28, 2013; the Fifth Amendment on June 26, 2018; the Sixth Amendment on June 25, 2019; and the Seventh Amendment on June 24, 2026.	Article 12 These Procedures were established by a resolution of the Board of Directors on April 8, 2003, and implemented after being reported to and approved by the shareholders' meeting. The First Amendment was made on June 23, 2006; the Second Amendment on June 26, 2009; the Third Amendment on June 29, 2010; the Fourth Amendment on June 28, 2013; the Fifth Amendment on June 26, 2018; the Sixth Amendment on June 25, 2019.	Date amended.

Resolution:

Extempore Motions

Adjournment of Meeting

Appendix

The shareholding situation of directors in Merida:

In accordance with Article 26 of the Securities and Exchange Act “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies”, total number of shares held by all directors of the Company may not be fewer than 12,000,000 shares (See Note). The total number of shares held by all directors of the Company as of April 26, 2026 [Beginning Date for Suspension of Share Transfer] is 67,155,685 shares, which is compliant to applicable regulations. Number of shares held by each director is listed as follows:

Director Name	Shares Held Upon Election	Shares Held on Share Transfer Suspension Date	Remarks
Tseng Song-Zhu	48,664,715	48,664,715
Tseng-Lu Min-Hua	8,900,819	9,000,819
Luo Tsai-Jen	10,754	395,754
Dingcheng Investment Co., Ltd. Representative: Chiang Cha-Hsuan	7,314,925	7,314,925
Dingcheng Investment Co., Ltd. Representative: Lai Chun-Ku
Dinghung Investment Co., Ltd. Representative: Daryl-Chang	390,022	390,022
Dinghung Investment Co., Ltd. Representative: Liu Ming- Gen
Dinghung Investment Co., Ltd. Representative: Lai Ru-Ding
Dinghung Investment Co., Ltd. Representative: Tseng Ching-Cheng
Chen Shui-Jin	0	0	Independent Director
Chen Jien-Nan	0	0	Independent Director
Tsai Wu-Ying	1,389,450	1,389,450	Independent Director
Lei Shin-Jung	0	0	Independent Director
Total	66,670,685	67,155,685

Note : The percentage of shareholding by all directors excluding independent directors is reduced pro-rate to 80% as the Company intends to concurrently 2 or more independent directors.

Information of Proposal-Making Shareholders Holding 1 Percent or more of the Company’s Outstanding Shares:

(1) According to Article 172-1, the period for accepting proposals by shareholders in this annual shareholders’ meeting is April 17, 2026 to April 27, 2026, and the proposals have been made into Public Announcement on the MOPS.

(2) The Company does not receive any proposal from any shareholders holding 1 percent or more of the Company’s outstanding shares throughout the period mentioned in the preceding paragraph.

Rules of Procedure for Shareholders' Meeting

Article 1 Unless otherwise provided by statutes or articles of incorporation, the shareholder’s meeting of the Company shall be held in line with this regulation.

Article 2 Shareholders (or their agents) of the Company are asked to wear attendance cards, where the number of equities is calculated by sign-in cards handed over in time of sign-in, and the shares checked in on the virtual meeting platform, in addition to the shares of voting right exercised by written form or electronic way.

In the event of a virtual shareholders meeting, shareholders wishing to attend the meeting online shall register with the Company two days before the meeting date.

Article 3 Unless otherwise provided by statutes, each shareholder of the Company has a voting right for each share.

Article 4 The shareholder’s meeting of the Company shall be convened in the venue where the Company is located or where it is conducive for the shareholders to attend and suitable for the shareholders to convene. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m.

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

However, both the chair and secretary shall be in the same location, and the chair shall declare the address of their location when the meeting is called to order.

Article 5 If the board of directors convenes the shareholders’ meeting, the president shall be the chairperson. When the president asks for leave or cannot carry out the duty for some reason, it shall be handled in line with the provisions in Article 208 of the Company Act.

If the shareholders’ meeting is convened by person who is entitled to convene other than the board of directors, the convener shall serve as the chairperson.

Article 6 The company may designate the appointed lawyer, accountant or relevant personnel to attend the shareholders’ meeting as a nonvoting delegate.

Article 7 The meeting affairs personnel who handle the shareholders’ meeting shall wear badge or armband.

Article 8 The Company, beginning from the time it accepts shareholder attendance registrations, shall make an audio and video recording throughout the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures. The recorded materials shall be retained for at least one year. The information and audio and video recording in the preceding paragraph shall be properly kept by the Company during the entirety of its existence, and copies of the audio and video recording shall be provided to and kept by the party appointed to handle matters of the virtual meeting.

Article 9 The chair shall call the meeting to order at the appointed meeting time and disclose information concerning the number of nonvoting shares and number of shares represented by shareholders attending the meeting. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall

be notified of the tentative resolution and another shareholders meeting shall be convened within one month. In the event of a virtual shareholders meeting, shareholders intending to attend the meeting online shall re-register to the Company in accordance with Article 2.

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

Article 10 If the shareholders’ meeting is convened by board of directors, the agenda shall be set by board of directors. The meeting shall be carried out in line with scheduled agenda and cannot be changed without resolution of the shareholders’ meeting.

If the shareholders’ meeting is convened by convener other than board of directors, the provisions of preceding paragraph apply mutatis mutandis. Before the end of procedure (including extempore motion) for the agenda scheduled in preceding 2 paragraphs, the chairperson cannot declare the meeting adjourned without resolution.

After the meeting is ended, the shareholders cannot reelect the chairperson to continue the meeting at the original venue or other venues. However, if the chairperson violates the rules of procedure and declare to end the meeting, one person may be elected as the chairperson under the consent of half of the attended shareholders with voting rights for the meeting being continued.

Article 11 When the meeting is ongoing, the chairperson may set time to declare for rest.

Article 12 Before the attended shareholder speaks, it is necessary to first fill in speech notes stating speech gist, shareholder's account number, (or attendance card number) and shareholder’s name. The chairperson shall decide the speech order.

The attended shareholders who only submit speech notes but do not speak are deemed as not speaking. If the speech content and the record of speech note are inconsistent, the speech content shall prevail.

When the attended shareholder speaks, other shareholders cannot speak to interfere unless consent of the chairperson and speaking shareholder is obtained. Violators shall be prohibited by the chairperson.

Article 13 When every shareholder speaks regarding the same motion, it cannot exceed twice unless consented by the chairperson. Every time cannot exceed 5 minutes. In case of a virtual shareholders meeting, each speak shall contain no more than 200 words.

The motions shall be discussed in line with the motion order scheduled by the agenda. In case of violating procedure or exceeding beyond the topic of discussion, the chairperson may prohibit their speech.

Article 14 When a judicial person is entrusted to attend shareholders’ meeting, the judicial person can only designate one person as the representative. When judicial shareholder designates more than 2 persons to attend shareholders’ meeting as the representatives, only one can be chosen to speak for the same motion.

Article 15 After the attended shareholder speaks, chairperson may reply in person or designate relevant personnel to reply.

Article 16 When discussing the motions, the chairperson may declare to end the discussion at the right time. When necessary, the chairperson may declare to stop discussion and submit for voting.

Article 17 When the Company holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that the Company avoid the submission of extraordinary motions and amendments to original proposals.

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

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 two business days before the date of the shareholders meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders meeting, the voting rights exercised by the proxy in the meeting shall prevail.

Except as otherwise provided in the Company Act and in the Company's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS. However, a proposal with no objection from all attending shareholders as inquired by the chair may be deemed as adopted, with the force equivalent to voting; where there is any objection(including exercising the objection or abstention against the vote by correspondence or electronically), a poll by shareholders shall be held.

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, the names of those elected as directors and the numbers of votes with which they were elected, and the names of directors not elected and number of votes they received, shall be announced on-site at the meeting, and a record made of the vote. In the event of a virtual shareholders meeting, the Company shall disclose real-time results of votes and election immediately after the end of the voting session on the virtual meeting platform according to the regulations, and this disclosure shall continue at least 15 minutes after the chair has announced the meeting adjourned.

When the Company convenes a hybrid shareholders meeting, if shareholders who have registered to attend the meeting online in accordance with Article 2 decide to attend the physical shareholders meeting in person, they shall revoke their registration two days before the shareholders meeting in the same manner as they registered. If their registration is not revoked within the time limit, they may only attend the shareholders meeting online.

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

When the Company convenes a hybrid shareholders meeting, and the virtual meeting cannot continue due to force majeure events and the obstruction continues for more than 30 minutes, 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 not postponement or resumption thereof under applicable provisions is required.

Article 18 The chairperson may direct the picket (or security) to help maintain order of meeting place. The picketer (or security) who helps maintaining order on site shall wear the armband with the word "picketer".

Article 19 The matters not covered in this regulation shall be handled in accordance with the Company Act or other relevant regulations.

Article 20 This regulation comes into force after being approved by shareholders' regular meeting on May 21, 1990. It was amended for the 1st time on June 15, 1998. It was amended for the 2nd time on June 25, 2002. It was amended for the 3rd time on June 23, 2006. It was amended for the 4th time on June 27, 2008. It was amended for the 5th time on June 26, 2014. It was amended for the 6th time on June 22, 2016. It was amended for the 7th time on August 4, 2021. The eighth amendment was made on June 23, 2022.

Articles of Incorporation for Merida Industry Co., Ltd.

Chapter 1 General

Article 1 The Company is organized in accordance with the provisions concerning Co., Ltd. in the Company Act, named “Merida Industry Co., Ltd.”.

Article 2 The businesses operated by the Company are as follows:

The manufacturing, assembly, deal and external processing of bikes and their parts.
The manufacturing, assembly, and deal of auto-bikes and their parts.
The manufacturing, assembly, and deal of electric vehicles and their parts.
The export, import and deal of speedometer.
The manufacturing, assembly, and deal of exercise bikes and their parts.
The import and export business of various above products and equipment.
Entrust construction companies to build public housing and business building and the rental and sale business.
C805050 Industrial plastic product manufacturing business.
ZZ99999 Besides the permitted businesses, businesses not prohibited or restricted by decrees can be operated.

Article 3 Head Office of the Company is located in Changhua County, Taiwan Province. Board of directors may resolve to set up branches at home and abroad when necessary.

Article 4 The announcement method of the Company is done in line with provisions of the Company Act and other relevant decrees.

Article 5 Reinvestment of the Company can exceed over 40% of paid-in capital.

Article 6 With consent by board of directors, the Company can engage in external guarantee business between Businesses.

Chapter 2 Shares

Article 7 The total capital of the Company is set NT$3.5 billion, divided into 350 million shares. Every share is NT$10 only. The board of directors is authorized to issue the unissued shares among them by many times when necessary. Preferred stocks may be issued for the above stocks.

Article 7-1 (Deleted)

Article 8 The shares issued by the Company shall all be registered. The Company shall assign its share certificates with serial numbers, and the share certificates shall be affixed with the signatures or personal seals of the director representing the company, and shall be duly certified or authenticated by the bank which is competent to certify shares under the laws before issuance. The Company may be exempted from printing any share certificate for the shares issued and shall register the issued shares with a centralized securities depository enterprise.

Article 9 Stock affairs of the Company are handled in accordance with “Criteria Governing Handling of Stock Affairs by Public Stock Companies” unless otherwise provided by decrees and security rules.

Article 10 Share transfer is suspended within 60 days before shareholders regular meeting, within 30 days before interim shareholders’ meeting or within 5 days before reference day when the company decides to allot dividend, bonus and other profits.

Chapter 3 Shareholders’ Meeting

Article 11 There are 2 kinds of shareholders’ meetings which are regular meeting and interim meeting.

Regular meeting is convened once every year, held within 6 months after the end of every fiscal year.
Interim meeting shall be convened in line with relevant decrees when necessary.

Article 12 Changes to how the Company convenes its shareholders meeting shall be resolved by the board of directors, and shall be made no

later than mailing of the shareholders meeting notice.

For convening shareholders' regular meeting, the date, venue and proposals of the meeting shall be informed to each shareholder 30 days before the meeting. For convening shareholders' interim meeting, the date, venue and proposals of the meeting shall be informed to each shareholder 15 days before the meeting. However, for shareholders with less than one thousand shares, it may be done by way of announcement.

Article 12-1 Shareholders' meeting of the Company can be held by means of visual communication network or other methods promulgated by the Ministry of Economic Affairs (MoEA).

Article 13 When shareholders cannot attend shareholders' meeting for some reason, they may present proxies printed by the Company, specifying authorization scope and entrusting agents to attend. The measures for the shareholders to entrust for attendance shall be handled in line with provisions in "Rules Governing the Use of Proxies for Attendance at Shareholder Meetings" promulgated by competent authority in addition to complying with the provisions of Article 177 in the Company Act.

Article 14 The chairperson shall serve as the chairperson of the shareholders' meeting convened by the board of directors. When the chairperson asks for leave or cannot exercise functions and powers for some reason, it shall be handled in line with the provisions in Article 208 of the Company Act. If the shareholders' meeting is convened by person who is entitled to convene other than the board of directors, the convener shall serve as the chairperson. When there are more than 2 conveners, one person among them shall be elected as the chairperson.

Article 15 The resolution of shareholders' meeting shall be done with attendance by more than half of the shareholders representing the total issued shares and the consent by more than half of the attended shareholders' voting right, unless otherwise provided by the Company Act.

Article16 Unless otherwise provided by statutes, each shareholder of the Company has a voting right for every share.

Article17 Resolutions adopted at a shareholders' meeting shall be recorded in the minutes of the meeting, which shall be affixed with the signature or seal of the chairman of the meeting and shall be distributed to all shareholders of the Company within twenty (20) days after the close of the meeting. The preparation and distribution of the minutes of shareholders' meeting, ratified financial statements, and the resolutions on the surplus earning distribution and/or the loss offsetting shall be effected by means specified in the Company Act.

Chapter 4 Board of Directors

Article18 The Company’s Board of Directors shall have nine to thirteen directors, who shall be elected among capable persons by the shareholders. The term of office of a director shall be three years; he/she may be eligible for re-election. The Board shall include no fewer than one director for each gender. The aforesaid Board of Directors must have at least three independent directors, and the number of independent directors shall not be less than one-fifth of the total number of directors. Directors shall be elected by adopting candidate nomination system as specified in Article 192-1 of the Company Act, and the shareholders shall elect the directors from among the nominees listed in the roster of director candidates. The nomination of directors and related announcement shall comply with the relevant regulations of the Company Act and the Securities and Exchange Act. The election of independent directors and non-independent directors shall be held together; provided, however, the number of independent directors and non-independent directors elected shall be calculated separately. The total number of shares held by all directors of the Company shall comply with the "Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies" by the Financial Supervisory

Commission.

Article 18-1 The Company sets up Audit Committee in line with provisions of Article 14-4 of Securities Exchange Act, formed by all independent directors. Exercising of function and power and relevant matters regarding Audit Committee and its members are handled by provisions of relevant decrees of competent authority of securities.

Article 19 A chairperson shall be elected with attendance of over two thirds of directors and by consent of over half of attended directors. A vice chairperson can be elected by the same way. The chairperson represents the company externally and internally serves as chairperson of shareholders’ meeting and board of directors.

Article 20 Function and power of board of directors are as follows:
1. Authorize various important rules and regulations.
2. Decide business policy.
3. Decide budgets and final accounts.
4. Draft earnings apportion or loss make-up.
5. Draft increase or decrease in capital.
6. Acquire or dispose of assets.
7. Decide important choice of persons of the Company.
8. External guarantee business between the same trades.
9. Set up and dissolve the branches of the Company.
10. Ratify the reinvestment business.
11. Other function and power endowed by the Company Act or board of directors.

Execution of the company’s business shall be done by the resolution of board of directors except the matters that shall be resolved by shareholders’ meeting in accordance the Company Act or relevant decrees.

Article 21 In the case that vacancies on the Board of Directors exceed one third of the total number of the Directors, or that all independent directors are discharged, the Board of Directors shall convene a

shareholders' meeting within sixty days to elect new Directors to fill such vacancies. The new Directors shall serve the remaining term of the predecessors.

Article22 Board of directors holds meeting at least once every season. In case of emergency or request by over half of directors, it can be convened any time. The Company's board meeting can be convened by way of writing, E-mail or fax.

Article23 Chairperson serves as chairperson of board of directors. When the chairperson asks for leave or cannot exercise functions and powers for some reason, it shall be handled in accordance with Article 208 of the Company Act.

Article24 Each director shall attend the meeting of the board of directors in person; however, a director may be represented by another director if he/she cannot attend the meeting due to special circumstances.

In case a meeting of the board of directors is proceeded via visual communication network, then the directors taking part in such a visual communication meeting shall be deemed to have attended the meeting in person.

In case a director appoints another director to attend a meeting of the board of directors in his/her behalf, he/she shall, in each time, issue a written proxy and state therein the scope of authority with reference to the subjects to be discussed at the meeting.

A director may accept the appointment to act as the proxy referred to in the preceding Paragraph of one other director only.

Article25 The resolution of board meeting shall be done with attendance of over half of directors and consent by over half of attended directors unless otherwise provided by the Company Act. The procedure of board meeting shall be made into minute book that shall be signed or sealed by chairperson and recorder. The minute book shall be distributed to each director and supervisor within 20 days after the meeting. The minute book can be made and distributed by electronic way and shall be kept forever in the

period of the Company’s existence.

Article26 The Company may purchase liability insurance for directors’ compensation liability that shall be borne in their business execution scope according to the laws during their tenure of office.

Article26-1 The Company may establish functional committees under the Board of Directors. The number, term of office, and powers of the committee members shall be specified in the organizational rules of respective committee, and shall be subject to the resolution made by the board meeting before implementation.

Chapter 5 Manager and Staff

Article27 The Company may set several managers who adhere to the policy resolved by board of directors and relevant decrees and comprehensively manage all businesses of the Company and whose appointment, dismissal and remuneration are handled in line with provisions of Article 29 in the Company Act.

Article28 General manager follows the orders by board of directors to comprehensively manage the Company’s business. If general manager cannot carry out duties due to some affairs, general manager designates a vice general manager as agent.

Article29 Board of directors decides the Company’s organization system and quota for setting up staff of various levels and their appointment way.

Chapter 6 Accounting

Article30 The Company’s fiscal year starts from January 1 till December 31 every year. At the end of each fiscal year, final accounts shall be carried out.

Article31 Board of directors compiles the following various statistical forms for the Company’s annual final accounts according to the laws and submits to shareholders’ regular meeting for recognition in line with legal procedures:

Business report
Financial statement
Motion of earnings apportion or loss make-up

Chapter 7 Others

Article32 If the Company has earned annual profit, no less than 5% shall be allocated for remuneration of employees and no more than 5% for remuneration of directors. However, if the company still has cumulative loss, make-up amount shall be retained in advance. At least 30% of the amount of employee remuneration mentioned in the preceding paragraph shall be allocated to grassroots employees. Employees' remuneration may be given by shares or cash and directors' remuneration shall be given by cash. It shall be done by the board of directors with more than two thirds of directors' attendance and the consent resolution by over half of attended directors and shall be reported to shareholders' meeting. The objects granted with employee remuneration may include employees of subsidiary companies that comply with certain conditions, setting of which is decided by board of directors.

Article33 Regarding net profit after the annual final accounts, in addition to paying profit-seeking enterprise income tax according to the laws and making up loss of previous years, 10% from the balance shall be allocated as legal reserve. However, when legal reserve has reached the Company's paid-in capital, it will not be allocated anymore and we shall allocate or reverse special reserve according to the laws. If there is still surplus, add cumulative undistributed earnings in previous years and make them distributable earnings. Board of directors drafts earning distribution motion and submits to shareholders' meeting to resolve for apportioning shareholders dividends and bonus. Shareholders' total dividends shall be 5% to 60% of distributable earnings in that year. Wherein, cash dividends shall not be less than 10% of shareholders' total dividends.

Article34 When the Company's directors do the jobs of the Company, regardless of the business profit or loss of the Company, the company may pay remuneration. Board of directors is authorized to agree to their remuneration in line with the level that they

participate in the company's operation, contribution value and general standard of the same trade. If the company has earnings, besides independent directors, remuneration shall be distributed in accordance with Article 32 otherwise.

Chapter 8 Supplementary Provisions

Article 35 Organizational rules and important regulations and measures of the Company shall be formulated by board of directors otherwise.

Article 36 Matters not covered in the articles of incorporation shall be handled in accordance with Company Act and other relevant decrees.

Article 37 The articles of incorporation were formulated on September 8, 1972. It was amended for the 1st time on May 14, 1974. It was amended for the 2nd time on July 16, 1979. It was amended for the 3rd time on March 10, 1980. It was amended for the 4th time on June 29, 1980. It was amended for the 5th time on August 31, 1981. It was amended for the 6th time on April 11, 1982. It was amended for the 7th time on May 29, 1983. It was amended for the 8th time on May 6, 1984. It was amended for the 9th time on July 1, 1985. It was amended for the 10th time on August 3, 1985. It was amended for the 11th time on July 2, 1987. It was amended for the 12th time on June 25, 1988. It was amended for the 13th time on September 11, 1989. It was amended for the 14th time on September 11, 1989. It was amended for the 15th time on November 29, 1990. It was amended for the 16th time on December 29, 1990. It was amended for the 17th time on May 5, 1991. It was amended for the 18th time on April 26, 1992. It was amended for the 19th time on June 15, 1993. It was amended for the 20th time on June 6, 1994. It was amended for the 21st time on June 20, 1995. It was amended for the 22nd time on June 24, 1997. It was amended for the 23rd time on June 15, 1998. It was amended for the 24th time on June 16, 1999. It was amended for the 25th time on June 16, 2000. It was amended for the 26th time on June 20, 2001. It was amended for the 27th time on June 25,

It was amended for the 28th time on June 26, 2003. It was amended for the 29th time on June 25, 2004. It was amended for the 30th time on June 28, 2005. It was amended for the 31st time on June 23, 2006. It was amended for the 32nd time on March 22, 2007. It was amended for the 33rd time on June 27, 2008. It was amended for the 34th time on June 26, 2009. It was amended for the 35th time on June 29, 2010. It was amended for the 36th time on June 28, 2012. It was amended for the 37th time on June 28, 2013. It was amended for the 38th time on June 26, 2014. It was amended for the 39th time on June 22, 2015. It was amended for the 40th time on June 22, 2016. It was amended for the 41st time on June 26, 2017. It was amended for the 42nd time on June 26, 2018. It was amended for the 43rd time on June 24, 2020. It was amended for the 44th time on August 4, 2021. It was amended for the 45th time on June 23, 2022. It was amended for the 46th time on June 28, 2023. It was amended for the 47th time on June 26, 2024. It was amended for the 48th time on June 25, 2025.

Tseng Song-Zhu, Chairman

AI assistant

MIC AGM Information 2026

52782_rns_2026-05-22_78f960ee-1bbb-4017-8ee5-f4070172cc59.pdf

Handbook

Merida Industry Co. Ltd. Business Report for the Year 2025

Audit Committee Review Report

Proposed Resolutions

INDEPENDENT AUDITORS' REPORT

Opinion

Basis for Opinion

Key Audit Matters

Revenue Recognition

Other Matter

Responsibilities of Management and Those Charged with Governance for the parent corporation only Financial Statements

Auditors’ Responsibilities for the Audit of the parent corporation only Financial Statements

Notice to Readers

INDEPENDENT AUDITORS' REPORT

Opinion

Basis for Opinion

Key Audit Matters

Revenue Recognition

Other Matter

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

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

Notice to Readers

MERIDA INDUSTRY CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

Matters for Discussion

Appendix

Rules of Procedure for Shareholders' Meeting

Chapter 4 Board of Directors

Chapter 5 Manager and Staff

Chapter 6 Accounting

Chapter 7 Others

Chapter 8 Supplementary Provisions

AI assistant

MIC — AGM Information 2026

52782_rns_2026-05-22_78f960ee-1bbb-4017-8ee5-f4070172cc59.pdf

Handbook

Merida Industry Co. Ltd. Business Report for the Year 2025

Audit Committee Review Report

Proposed Resolutions

INDEPENDENT AUDITORS' REPORT

Opinion

Basis for Opinion

Key Audit Matters

Revenue Recognition

Other Matter

Responsibilities of Management and Those Charged with Governance for the parent corporation only Financial Statements

Auditors’ Responsibilities for the Audit of the parent corporation only Financial Statements

Notice to Readers

INDEPENDENT AUDITORS' REPORT

Opinion

Basis for Opinion

Key Audit Matters

Revenue Recognition

Other Matter

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

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

Notice to Readers

MERIDA INDUSTRY CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

Matters for Discussion

Appendix

Rules of Procedure for Shareholders' Meeting

Chapter 4 Board of Directors

Chapter 5 Manager and Staff

Chapter 6 Accounting

Chapter 7 Others

Chapter 8 Supplementary Provisions

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MIC AGM Information 2026