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Stock Code: 6949

PELL BIO-MED TECHNOLOGY CO., LTD

Annual Shareholders’ Meeting 2026

Meeting Agenda

Meeting type : Physical meeting
Time : 9:00 a.m., Thursday, June 18, 2026
Place: No. 158, Xingshan Road, Neihu, Taipei City 114, Taiwan.

I. Meeting Procedure... 1
II. Meeting Agenda... 2
I. Report Items... 3
II. Matters for Ratification... 4
III. Matters for Discussion... 5
IV. Extemporary Motions... 8
V. Adjournment... 8
III. Annex
I. The 2025 Business Report... 9
II. Robust Operations Plan Implementation Status... 33
III. Audit Committee’s Review Report... 34
IV. Comparison Table of Amendments to the Sustainable Development Principles... 35
V. Comparison Table of Amendments to the Rules of Procedure for Board of Directors Meetings... 36
VI. The 2025 Deficit Offsetting Table... 38
VII. Comparison Table of Amendments to Corporate Articles of Incorporation... 39
VIII. 2026 Employee Restricted Shares Plan... 40
IX. Comparison Table of Amendments to Procedure for Handling the Acquisition and Disposal of Assets... 43
X. Comparison Table of Amendments to Procedure for Loaning Funds to Others... 48
XI. Comparison Table of Amendments to Procedure for Making of Endorsements/Guarantees... 49
XII. Comparison Table of Amendments to Regulations Governing the Handling of Derivative Products Transactions... 51
XIII. Comparison Table of Amendments to Rules of Procedure for Board of Directors Meetings... 52
XIV. Comparison Table of Amendments to Procedure for Shareholders' Meetings... 53
XV. Details of the Positions Exempted from Non-Compete Restrictions by the Director... 57
IV. Appendix
I. Rules and Procedure of Shareholders’ Meeting (Before Amendment)... 58
II. Company’s Articles of Incorporation (Before Amendment)... 67
III. Procedure for Handling the Acquisition and Disposal of Assets (Before Amendment)... 72
IV. Procedure for Loaning Funds to Others (Before Amendment)... 83
V. Procedure for Making of Endorsements/Guarantees (Before Amendment)... 87
VI. Regulations Governing the Handling of Derivative Products Transactions (Before Amendment)... 92
VII. Rules of Procedure for Board of Directors Meetings (Before Amendment)... 95
VIII. Procedure for Election of Directors (Before Amendment)... 101
IX. Sustainable Development Principles (Before Amendment)... 103
X. Shareholdings of Directors... 108
XI. Other notes... 108

PELL BIO-MED TECHNOLOGY CO., LTD.

Procedure of the 2026 Annual Shareholders’ Meeting

I. Call Meeting to Order
II. Chairman’s Statement
III. Report Items
IV. Matters for Ratification
V. Matters for Discussion
VI. Extemporary Motions
VII. Adjournment

PELL BIO-MED TECHNOLOGY CO. LTD.

2026 Annual Shareholders' Meeting Agenda

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

Place: No. 158, Xingshan Road, Neihu, Taipei City 114, Taiwan.

I. Call meeting to order

II. Chairman's Statement

III. Report Items

(I) 2025 Business Report
(II) Robust Operations Plan Implementation Status Report
(III) 2025 Audit Committee’s Review Report
(IV) Accumulated loss incurred by a company aggregates to one half of its paid-in capital.
(V) Proposal for the amendment to the "Sustainable Development Principles"
(VI) Proposal for the amendment to the " Rules of Procedure for Board of Directors Meetings"

IV. Matters for Ratification

(I) 2025 Business Report and Financial Statements.
(II) 2025 Deficit Offsetting Proposal

V. Matters for Discussion

(I) Amendment of the Company’s Articles of Incorporation.
(II) Proposal for the Issuance of Restricted Stock to Employees
(III) Amendment of the “Procedure for Handling the Acquisition and Disposal of Assets”
(IV) Amendment of the “Procedure for Loaning Funds to Others”
(V) Amendment of the “Procedure for Making of Endorsements/Guarantees”
(VI) Amendment of the “Regulations Governing the Handling of Derivative Products Transactions”
(VII) Amendment of the “Procedure for Election of Directors”
(VIII) Amendment of the “Rules of Procedure for Shareholders' Meetings”
(IX) Proposal for Lifting Non-Compete Restrictions on Directors

VI. Extemporary Motions

VII. Adjournment

I. Report Items

Case I
Proposal: 2025 Business Report, submitted for your review.
Explanation:
The 2025 Business Report, please refer to Annex I, (pages 9-13.)

Case II
Proposal: Robust Operations Plan Implementation Status Report, submitted for your review.
Explanation:
The Robust Operations Plan Implementation Status Report please refer to Annex II, (pages 33.)

Case III
Proposal: The 2025 Audit Committee’s Review Report, submitted for your review.
Explanation:
The 2025 Audit Committee’s Review Report, please refer to Annex III, (page 34.)

Case IV
Proposal: Accumulated loss incurred by a company aggregates to one half of its paid-in capital, submitted for your review.
Explanation:
1. According to Article 211 of the Company Act, “In case the loss incurred by a company aggregates to one half of its paid-in capital, the board of directors shall convene and make a report to the most recent meeting of shareholders”.
2. The company's cumulative loss in 2025 was NT$1,631,199,312. It has reached one-half of the paid-in capital, and submitted to the 2026 annual shareholder meeting report in accordance with the law.

Case V
Proposal: Proposal to Amend the Sustainable Development Principles, submitted for your review.
Explanation:
1. To align with actual operational practices, the Company proposes to amend certain provisions of the "Sustainable Development Principles". Please refer to Annex IV (page 35) for the comparison table of the amended provisions.
2. Please review and discuss.

Case VI
Proposal: Proposal to Amend the Rules of Procedure for Board of Directors Meetings, submitted for your review.
Explanation:
1. To align with actual operational practices, the Company proposes to amend certain provisions of the "Rules of Procedure for Board of Directors Meetings". Please refer to Annex V (page 36-37) for the comparison table of the amended provisions.
2. Please review and discuss.

Resolution:

II. Matters for Rectification

Proposal I
(Proposed by the Board of Directors)

Proposal: 2025 Business Report and Financial Statements.

Explanation:

The Company’s 2025 Annual Business Report and Financial Statements (including the Balance Sheet, Statement of Comprehensive Income, Statement of Changes in Equity, and Statement of Cash Flows, among others) have been approved by the Board of Directors and reviewed and completed by the Audit Committee. Please refer to Annex I (pages 9–32).
Respectfully submitted for approval.

Resolution:

Proposal II
(Proposed by the Board of Directors)

Proposal: Adoption of the Proposal for 2025 Deficit Compensation.

Explanation:

The company's net loss after tax in 2025 was NT$423,938,570, to include the accumulated losses from previous periods of NT$1,207,260,742, the total accumulated losses to be compensated amount to NT$1,631,199,312.
Due to the operational losses this year, it is proposed not to distribute common stock dividends, cash dividends, employee compensation, or director compensation.
The 2025 Deficit Compensation Statement, please refer to Annex VI, (pages 38.)
Respectfully submitted for approval.

Resolution:

III. Matters for Discussion

Proposal I
(Proposed by the Board of Directors)

Proposal: Amendment of the Company’s Articles of Incorporation.

Explanation:
1. To meet the Company’s actual operational needs and capital planning requirements, amendments to the Articles of Incorporation are proposed. Please refer to Annex VII (page 39) for the comparison table of the amended provisions.
2. Please review and discuss.

Resolution:

Proposal II
(Proposed by the Board of Directors)

Proposal: Proposal for Issuance of Restricted Stock to Employees

Explanation:
1. In accordance with the amendments made in the preceding case to Article 5 of the Articles of Incorporation regarding the change in par value per share, the par value per share is to be changed from NT$10 to NT$0.5. The total amount proposed to be issued under this proposal shall be calculated based on the par value per share after the amendment to the Articles of Incorporation.
2. To retain and attract professional talent, motivate employees, and enhance their sense of belonging and loyalty, thereby laying the foundation for the company's sustainable operation, it is proposed to issue restricted stock to employees for the year 2026 in accordance with Article 267 of the Company Act and relevant regulations such as the “Regulations Governing the Offering and Issuance of Securities by Issuers.”
3. Total issuance amount:
Common stock: 8,000,000 shares, with a par value of NT$0.5 per share, totaling NT$4,000,000. Within one year from the resolution of the shareholders' meeting, the company may apply to the competent authority for approval in one or multiple batches, and within two years from the date of approval, the shares may be issued in one or multiple batches as needed. The actual issuance date will be determined by the Chairman authorized by the Board of Directors.
4. Issuance conditions:
a. Issuance price: Issued free of charge, NT$0 per share.
b. Type of shares issued: Common stock of the company.
c. Vesting conditions:
Employees who are allocated restricted employee rights new shares under this plan must meet the following vesting conditions: remain employed from the capital increase base date until the respective vesting periods, achieve an annual individual performance evaluation score of 3 or above (with 1 being the lowest and 5 the highest), adhere to service guidelines, and have no violations of the company's service agreement, integrity and ethics, work rules, contracts with the company, or company regulations. The vesting percentages are as follows:
1) Upon completion of 1 year, 15% of the vested shares shall vest.
2) Upon completion of 2 years, 35% of the vested shares shall vest
3) Upon completion of 3 years, 50% of the vested shares shall vest.
If the vesting date falls on a holiday, it will be postponed to the next business day.

d. Handling of unvested shares or inheritance:
Unvested shares will be reclaimed by the company free of charge and canceled. In exceptional circumstances (including but not limited to inheritance), the handling will be in accordance with the “2026 Restricted Stock Issuance Plan for Employees.”

Employee eligibility and allocation of shares:
a. The eligible recipients shall be full-time employees of the Company and its subsidiaries who have already commenced employment as of the grant date. (The term “subsidiaries” refers to entities determined in accordance with Articles 369-2, 369-3, 369-9, paragraph 2, and 369-11 of the Company Act.) The employees eligible to be allocated the restricted employee shares under this plan, as well as the method and number of shares so allocated, shall be determined with reference to factors such as performance, overall contribution, special achievements, or other management needs, considering the company's operational requirements and business development strategy. Such allocation shall be approved by the Chairman and reported to the Board of Directors. If the allocated employee is a managerial officer, prior approval from the Compensation Committee shall be required; if the allocated employee is a non-managerial employee, prior approval from the Audit Committee shall be required.
b. Pursuant to Article 56-1, paragraph 1 of the Regulations Governing the Offering and Issuance of Securities, the cumulative number of shares that may be subscribed by a single option holder through the issuance of employee stock options by the Company, together with the cumulative number of restricted employee shares previously obtained by such option holder, shall not exceed three-thousandths (0.3%) of the total number of issued shares. In addition, when combined with the number of shares that may be subscribed by a single option holder through employee stock options issued pursuant to Article 56, paragraph 1 of the same Regulations, the total shall not exceed one percent (1%) of the total number of issued shares.
Reasons for issuing restricted employee rights new shares:
To retain and attract professional talent, motivate employees, and enhance their sense of belonging and loyalty, thereby laying the foundation for the company's sustainable operation.
Potential salary expenses, impact on earnings per share, and other effects on shareholder equity:
Based on the closing price of NT$ 756 on April 27, 2026, and assuming all vesting conditions are fully satisfied, and taking into consideration the proposed adjustment of the par value from NT$10 to NT$0.5 under the preceding proposal, the maximum amount that may be recognized as expenses is estimated to be NT$302,400 thousand. In accordance with the vesting conditions, the estimated amounts to be recognized as expenses in each year from 2026 to 2029 are approximately NT$ 12,390 thousand, NT$ 144,900 thousand, NT$ 98,910 thousand, and NT$46,200 thousand, respectively. Based on the company's outstanding shares of 65,580,050 on April 27, 2026, (including 667,500 shares underlying employee stock options that have been exercised but for which change registration has not yet been completed), and after taking into account the par value adjustment, the number of outstanding shares is estimated to be 1,311,601 thousand shares. Accordingly, the potential reduction in earnings per share for each year from 2026 to 2029 is approximately NT$0.01, NT$0.11, NT$0.08, and NT$0.04, respectively. If, prior to the issuance of the restricted employee shares, there is any decrease or increase in the number of outstanding shares, the expense amount will be adjusted proportionally to comply with regulations. The restricted employee shares to be issued in this offering represent approximately 0.61% of the total

issued shares after the par value adjustment, with limited dilution of earnings per share and no significant impact on shareholder equity.

Other important provisions (including stock trust custody):
Upon the allocation of restricted employee shares to an employee, the Company shall record the number of shares so allocated in the Company’s register of shareholders and deliver the newly issued common shares or certificates representing the new shares of the Company to the employee by book-entry transfer. Such shares shall, in accordance with the trust agreement, be delivered into trust custody during the vesting restriction period.
All matters shall be handled in accordance with relevant regulations and the company's issuance plan. For details of the Company’s “2026 Regulations for the Issuance of Restricted Employee Shares,” please refer to Annex VIII (pages 40–42).
The aforementioned par value and total issuance amount shall be calculated based on the effective Articles of Incorporation.
Respectfully submitted for discussion

Resolution:

Proposal III
(Proposed by the Board of Directors)

Proposal: Amendment of the “Procedure for Handling the Acquisition and Disposal of Assets”.

Explanation:
1. To align with actual operational circumstances, it is proposed to amend certain provisions of the company's "Procedures for Handling Acquisition or Disposal of Assets." Please refer to Annex IX for the comparison table of the amended provisions, (pages 43–47).
2. Respectfully submitted for discussion

Resolution:

Proposal IV
(Proposed by the Board of Directors)

Proposal: Amendment of the “Procedure for Loaning to Others”.

Explanation:
1. To align with actual operational circumstances, it is proposed to amend certain provisions of the company's "Procedures for Loaning to Others" Please refer to Annex X for the comparison table of the amended provisions, (pages 48).
2. Respectfully submitted for discussion

Resolution:

Proposal V
(Proposed by the Board of Directors)

Proposal: Amendment of the “Procedure for Making of Endorsements/Guarantees”.

Explanation:
1. To align with actual operational circumstances, it is proposed to amend certain provisions of the company's "Procedures for Making of Endorsements/Guarantees" Please refer to Annex XI for the comparison table of the amended provisions, (pages 49–50).
2. Respectfully submitted for discussion

Resolution:

Proposal VI
(Proposed by the Board of Directors)

Proposal: Amendment of the "Regulations Governing the Handling of Derivative Products Transactions".

Explanation:
1. To align with actual operational circumstances, it is proposed to amend certain provisions of the company's "Regulations Governing the Handling of Derivative Products Transactions" Please refer to Annex XII for the comparison table of the amended provisions, (pages 51).
2. Respectfully submitted for discussion

Resolution:

Proposal VII
(Proposed by the Board of Directors)

Proposal: Amendment of the "Rules of Procedure for Board of Directors Meetings".

Explanation:
1. To align with actual operational circumstances, it is proposed to amend certain provisions of the company's "Rules of Procedure for Board of Directors Meetings" Please refer to Annex XIII for the comparison table of the amended provisions, (pages 52).
2. Respectfully submitted for discussion

Resolution:

Proposal VIII
(Proposed by the Board of Directors)

Proposal: Amendment of the "Rules of Procedure for Shareholders' Meetings".

Explanation:
3. To align with actual operational circumstances, it is proposed to amend certain provisions of the company's "Rules of Procedure for Shareholders' Meetings" Please refer to Annex XIV for the comparison table of the amended provisions, (pages 53-56).
4. Respectfully submitted for discussion

Resolution:

Proposal IX
(Proposed by the Board of Directors)

Proposal: Proposal for Lifting Non-Compete Restrictions on Directors

Explanation:
1. In accordance with Article 209 of the Company Act, if a director engages in activities within the company's business scope for themselves or others, they must explain the important details of such activities to the shareholders' meeting and obtain its approval.
2. Considering that directors (including independent directors) may invest in or engage in other activities similar to the company's business scope, it is proposed to lift the non-compete restrictions on directors, provided that it does not harm the company's interests.
3. For details of the directors' positions, please refer to Annex XV, (page 57).
4. For your discussion

Resolution:

IV. Extemporary Motions

V. Adjournment

[Annex I]

Pell Bio-Med Technology Co., Ltd.

Business Report

2025 Business Results

A. Implementation Results of the Business Plan

Over the past year, through continuous efforts, the Company has achieved several major milestones by adhering to its strategy of technological independence, clinical advancement, manufacturing integration, and capital reinforcement.

(1) Significant Progress in the Phase II Clinical Trial of CD-19 CAR-T (PL001) for the treatment of B-cell Lymphoma.

After review by the Data and Safety Monitoring Board (DSMB) in October 2023, the Company’s PL001 program received approval to continue its Phase II clinical trial, which is currently ongoing. In addition, based on the DSMB’s recommendation, the Company submitted an application to the Ministry of Health and Welfare (MOHW) for a protocol amendment to include an interim analysis. Such amendment was approved by the MOHW on January 28, 2026. Based on the results of the interim analysis, the Company will evaluate the possibility of applying for early termination of the Phase II clinical trial and, in accordance with the clinical trial data and applicable regulatory requirements, plan subsequent regulatory submissions, such as applications for a conditional approval or accelerated approval, in order to expedite market entry and provide timely access to patients.

We are exploring opportunities to expand to Singapore, Japan, and the United States, which offer pathways for conditional marketing authorization of novel regenerative medicines. Once regulatory approval is obtained in Taiwan, we will leverage our data for review by these international regulatory bodies. Based on their feedback, we may need to conduct additional studies, potentially including subjects of diverse ethnicities (such as different ethnic groups) and/or increasing participant numbers to facilitate entry into overseas markets.

(2) The PIC/S GMP Factory Design Taiwan Cell Manufacturing Company (TCMC) is currently under construction.

Taiwan Cell Manufacturing Company (tcmc), a subsidiary of the company, is located in Zhubei Biomedical Park. The manufacturing facility, covering an area of approximately 1,000 ping, is currently under construction and validation. This facility will adhere to the cGMP production standards set by both the USFDA and EMA, enabling the manufacturing of CAR-T and other genetically modified cell therapies.

Beyond serving Taiwanese patients, tcmc aspires to become a global Contract Development and Manufacturing Organization (CDMO) for genetically modified cell products, in preparation for expanding into Asian markets and supplying products to Europe and the United States. Additionally, the factory is planning virus vector production unit meeting PIC/S GMP standards, with ongoing optimization of both upstream lentiviral production processes and downstream purification processes. These initiatives are intended to enhance yield and quality while reducing manufacturing costs. Through capacity expansion and process optimization, the Company expects to progressively reduce its reliance on external CDMOs and to support the clinical development and commercialization of its core products.

(3) Completion of Capital Increase through Cash Offering

In 2025, the Company completed a cash capital increase through the issuance of 6,000,000 shares at a subscription price of NTD 310 per share, raising total proceeds of NTD 1.86 billion. The Company announced the full receipt of subscription funds on January 8, 2026. The proceeds from this capital increase are primarily allocated to new drug research and development (including PL003 BCMA allogeneic CAR-T, PL002 mesothelin allogeneic CAR-T, and PP011 short-chain peptide programs), clinical trial execution, enhancement of GMP facilities and manufacturing capabilities, as well as strengthening overall working capital.

(4) Initiation of Overseas Expansion and Establishment of the First Overseas Subsidiary – PepTide (Shanghai) Pharmaceutical Technology Co., Ltd.

During the year, the Board of Directors resolved to establish a subsidiary in Mainland China as part of the Company's overseas expansion strategy. Peptide (Shanghai) Pharmaceutical Technology Co., Ltd. obtained its business license on January 28, 2026. Going forward, the subsidiary will integrate clinical development and manufacturing resources in Mainland China and will evaluate potential collaboration models and regulatory strategies to support the Company's long-term international development plans.

B. Budget Execution Status

The company did not publicly disclose financial forecasts for the fiscal year 2025, hence it is not applicable.

C. Financial Income, Expenditure, and Profitability Analysis

The company's consolidated revenue in 2025 was NT$31,424 thousand, an annual increase of 60.07%. The consolidated operating loss was NT$467,350 thousand, and the consolidated net loss after tax was NT$452,672 thousand.

Unit: NT$ thousands

Item	2025	2024	Increase (Decrease) %
Operating revenue	31,424	19,631	0%
Operating cost	(35,815)	(31,958)	12%
Gross operating loss	(74,391)	(12,327)	64%
Operating expenses	(462,959)	(401,170)	15%
Operating loss	(467,350)	(413,497)	13%
Non-operating income and expenses	14,678	18,382	-20%
Loss Before Tax	(452,672)	(395,115)	15%
Income Tax Expense	-	-	-%
Net Loss After Tax	(452,672)	(395,115)	15%

D. R&D Development Status

The summary of the company's development achievements for 2025 is as follows:

PL001: During fiscal year 2025, PL001 continued to advance its Phase II clinical trial, with efforts focused on accelerating completion of primary patient enrolment and follow-up. On January 28, 2026, approval was obtained from the Ministry of Health and Welfare (MOHW) for a protocol amendment to include an interim analysis. Based on the results of such interim analysis, the Company plans to apply for early termination of the Phase II clinical trial.
Allogeneic Immune Cell Process Development: Developed the process for allogeneic immune cells, combined with the multi-chain CAR-T platform, establishing allogeneic multi-chain CAR-T cell technology. This platform is being further expanded for applications in the treatment of solid tumors.
Lentiviral Process Development: The Company has successfully established in-house lentiviral manufacturing processes, with both upstream and downstream methods for lentiviral production and continued optimization. Additionally, planned the scale-up process for lentiviral production.
Short-chain Peptide (PP011): The short-chain peptide program PP011 has completed the required nonclinical pharmacology and toxicology studies for submission of a Phase I clinical trial application, along with the preparation of Chinese and English study reports. The Company is currently working with a contract research organization (CRO) to discuss the Phase I clinical trial design and data compilation.
2026 Business Plan

A. Business Policy

The company's main business activities are divided into immune gene engineering, non-genetically modified cell therapy products, and non-cell products.

(1) Immune Gene Engineering: The company develops Chimeric Antigen Receptor T cell (CAR-T) therapy using proprietary technology. Currently, the CD19 CAR-T (PL001) for treating B-cell lymphoma is currently undergoing Phase II clinical trials domestically.

(2) Non-genetically Modified Cell Therapy Products: The company complies with the "Regulations Governing the Implementation or Use of Specific Medical Techniques, Examination, and Medical Devices" (hereinafter referred to as "Specific Regulations") and has been approved by the Ministry of Health and Welfare as a cell preparation institution adhering to Good Tissue Practice (GTP). The non-genetically modified cells that can currently be prepared include: Cytokine-Induced Killer (CIK) cells, mixed cells combining dendritic cells and cytokine-induced killer cells (DC-CIK), and mesenchymal stem cells cultured and expanded from autologous fat (Adipose-Derived Stem Cells; ADSC). CIK and DC-CIK are used for adjunctive cancer therapy, while ADSC is used for treating degenerative arthritis and knee cartilage defects. To date, the company has collaborated with various medical institutions, including Chung Shan Medical University Hospital, Cheng Ching General Hospital, Taichung Veterans General Hospital, Dalin Tzu Chi Hospital, Chiayi Christian Hospital, Chi Mei Hospital, Botian International Hospital, Tainan Municipal Hospital, Pingtung Christian Hospital, Shuang Ho Hospital, Wan Fang Hospital, and Far Eastern Memorial Hospital, to prepare cells for patient treatment.

(3) Non-cell Products: The company's current non-cell product is a hair growth solution that promotes the proliferation of hair follicle stem cells.

B. Expected Sales Volume and Its Basis

In our country's regenerative medicine industry, cell/gene therapy has seen a rapid increase in the number of cell storage, cell therapy plans, clinical trial cases, and cell therapy contract manufacturing following the implementation of the 'Specific Regulations.' Additionally, the 'Biotechnology and Pharmaceutical Industry Development Act' has been announced, and the legislation of the 'Regenerative Medicine Dual Laws' has been passed, which will drive the growth in the number of cell/gene therapy products in our country.

In addition to continuing its collaboration with major medical institutions on non-genetically modified cell therapies, the Company will also accelerate the clinical development of PL001. The successful obtainment of conditional approval or accelerated approval would contribute positively to the Company's business growth.

C. Important Production and Sales Policies

Since September 2020, the company has started collaborating with medical institutions on 'Specific Regulations' related businesses. The company's sales strategy for 'Specific Regulations' aims to accumulate achievements through collaboration with Chung Shan Medical University Hospital, a renowned medical center in central Taiwan, and then replicate the successful experience to promote it to medical institutions nationwide. To date, the company has collaborated with Chung Shan Medical University Hospital and 12 other medical institutions to treat patients and continues to develop collaboration opportunities with medical institutions. Additionally, the company's core product, PL001 therapy, is undergoing Phase II clinical trials. On January 28, 2026, the Company obtained approval from the Ministry of Health and Welfare (MOHW) to amend the clinical trial protocol to include an interim analysis. Based on the results of such interim analysis, the Company plans to apply for early termination of the Phase II clinical trial. If regulatory approval for the product can be successfully obtained, the Company will be able to proceed with domestic commercialization and increase its revenue sources.

Future Company Development Strategy

Corporate Mission: "Pioneers in Cell Therapy and Regenerative Medicine."

PELL BMT, in its future development, will continue to deepen its efforts in two established directions based on the foundation laid in the past:

(1) Technological Independence, CGT products for treating solid tumors, and Independent CAR-T Production Infrastructure

While diligently progressing through the ongoing Phase II clinical trial of PL001, Pell BMT is actively developing a diversified pipeline of cell and gene therapies targeting solid tumors. We currently have two pre-clinical projects, PL002 and PL003 underway. In addition, tcmc is expected to apply for PIC/S GMP inspection and certification in 2026. This facility will empower us to establish a one-stop production infrastructure for CAR-T therapies, catering to patients in Taiwan and fostering a complete local supply chain. This in-house manufacturing capability, coupled with cost-effective raw materials, positions us strategically to offer competitive CAR-T production in Taiwan and beyond. It also allows us to develop tcmc's CDMO business model, generating momentum for long-term profitability.

(2) Global Expansion Strategy

Pell BMT's PL001 (CD19 CAR-T) product has gone thorough patent infringement assessments by legal experts. We have confirmed no conflicts with major European and American manufacturers. Concurrent with further clinical trials of PL001, we will pursue international market entry. The Company is currently actively engaging with

health authorities in various countries, with the objective of obtaining regulatory approvals.

Influenced by the external competitive environment, regulatory environment, and macroeconomic environment

(1) New drug development requires substantial investment and time:
The company is a new drug research and development company in the field of regenerative medicine, with CAR-T therapy as its core business. The new drug development process, from drug discovery, preclinical trials, clinical trials, new drug application and registration, to post-market surveillance, is lengthy.

(2) Risk of competitors using patent litigation for commercial interference:
The company possesses key raw material technology for the lentiviral packaging system in the CAR-T process, which has been patented in Taiwan. Patent applications for the lentiviral packaging system in other countries such as Europe, the United States, and Japan are still under review. Additionally, the company has applied for patents on the method of expanding chimeric antigen receptor T cells in Taiwan, the United States, Australia, China, Japan, and the European Union. Obtaining these patents will be crucial for the company's future entry into international markets. As CAR-T is a rapidly developing field, the application and acquisition of intellectual property rights are constantly evolving. The company will proactively plan and secure relevant patent technologies to protect intellectual property rights and related research and development projects.

Pell BMT has completed the establishment of its core technology platforms, advanced its clinical trial programs, and built a solid manufacturing infrastructure. Going forward, the Company will continue to pursue clinical commercialization and international expansion, driving growth through long-term technological value and market demand, with the aim of creating stable and sustainable long-term benefits for shareholders.

On behalf of the company, I would like to express our sincere gratitude to all shareholders for their unwavering support and encouragement. We look forward to your continued backing as we strive to achieve greater success.

Chairman: Lin, Chen-Lung Manager: Lin, Chen-Lung Accounting Manager: Wu, Chang-Min

INDEPENDENT AUDITORS' REPORT TRANSLATED FROM CHINESE

To Pell Bio-Med Technology Co., Ltd.:

Opinion

We have audited the accompanying balance sheets of Pell Bio-Med Technology Co., Ltd. (the “Company”) as at December 31, 2025 and 2024, and the related statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the financial statements, including a summary of material accounting policies. In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2025 and 2024, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountants 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 judgement, were of most significance in our audit of the Company’s 2025 financial statements. These matters were addressed in the context of our audit of the financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

Key audit matters for the Company’s 2025 financial statements are stated as follows:

Indicator of impairment assessment of property, plant and equipment and right-of-use assets

Description

The balance of property, plant and equipment and right-of-use assets of the Company and subsidiaries (recognized as investments accounted for using equity method) on December 31, 2025 totaled NT$709,808 thousand, constituting 43% of the parent company only total assets. Refer to Note 4(16) for the accounting policies on impairment of non-financial assets, Note 6(7) for the details of property, plant and equipment and Note 6(8) for the details of right-of-use assets.

As the Company is committed to the research and development, and manufacturing of new cell drugs, the property, plant and equipment and right-of-use assets currently purchased are mainly used for research and development and future production and manufacturing, their utilization is closely related to the Company’s research and development results. In addition, the balance of property, plant and equipment and right-of-use assets on December 31, 2025 was significant. Therefore, we consider the impairment assessment of property, plant and equipment and right-of-use assets a key audit matter.

How our audit addressed the matter

We performed the following audit procedures on the above key audit matter:

Reviewed the statements of indicator of impairment assessment provided by the management, discussed with the management and the research and development executive and assessed the following matters:

The main research and development technology had not lost to competitors in the market.
The progress of the main research and development project had no significant delay.
The main research and development equipment was in proper use and was not damaged or obsolete.

The total market value of the Company on the balance sheet date was not lower than the carrying amount.

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

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

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

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

Auditor’s responsibilities for the audit of the financial statements

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

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

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

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
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 Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the company 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 financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in

extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Liao, A-Shen
Teng, Sheng-Wei
For and on behalf of PricewaterhouseCoopers, Taiwan
May 4, 2026

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

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

(Expressed in thousands of New Taiwan dollars)

PELL BIO-MED TECHNOLOGY CO., LTD.
PARENT COMPANY ONLY BALANCE SHEETS
DECEMBER 31, 2025 and 2024

Assets	Notes	December 31, 2025		December 31, 2024
		AMOUNT	%	AMOUNT	%
Current assets
1100	Cash and cash equivalents	6(1)	$ 138,814	9	$ 194,831	14
1110	Current financial assets at fair value thorough profit or loss	6(2)	-	-	29,061	2
1136	Current financial assets at amortized cost	6(3) and 8	753,255	45	679,000	49
1170	Accounts receivable, net	6(4)	5,047	-	3,737	-
1200	Other receivables		155	-	10	-
1210	Other receivables due from related parties	7	768	-	713	-
1220	Current tax assets		1,860	-	1,723	-
130X	Inventories	6(5)	6,558	1	6,012	-
1410	Prepayments		3,442	-	7,512	1
1470	Other current assets		110	-	-	-
11XX	Total current assets		910,009	55	922,599	66
Non-current assets
1550	Investments accounted for using equity method	6(6)	552,498	33	250,180	18
1600	Property, plant and equipment	6(7)	63,535	4	79,714	6
1755	Right-of-use assets	6(8)	101,055	6	114,573	8
1780	Intangible assets	6(10)	1,892	-	1,890	-
1915	Prepayments for equipment		5,000	-	-	-
1920	Guarantee deposits paid	8	2,915	-	2,895	-
1990	Other non-current assets, others		26,014	2	20,915	2
15XX	Total non-current assets		752,909	45	470,167	34
1XXX	Total assets		$ 1,662,918	100	$ 1,392,766	100
Liabilities and Equity
Current liabilities
2150	Notes payable		$ 130	-	$ 20	-
2170	Accounts payable		5,704	-	4,468	-
2200	Other payables	6(11) and 7	123,179	8	86,849	6
2280	Current lease liabilities		13,147	1	13,000	1
2300	Other current liabilities		4,724	-	1,214	-
21XX	Total current liabilities		146,884	9	105,551	7
Non-current liabilities
2580	Non-current lease liabilities		94,143	5	107,291	8
2XXX	Total Liabilities		241,027	14	212,842	15
Equity
Share capital		6(13)(14)
3110	Ordinary share		587,976	35	578,426	42
3140	Advance receipts for share capital		555,740	34	5,520	-
Capital surplus		6(13)(15)
3200	Capital surplus		1,910,174	115	1,804,039	130
Accumulated deficit		6(16)
3350	Accumulated deficit		( 1,631,199 )	( 98 )	( 1,207,261 )	( 87 )
3500	Treasury shares	6(14)	( 800 )	-	( 800 )	-
3XXX	Total equity		1,421,891	86	1,179,924	85
Significant contingent liabilities and unrecognized contractual commitments		9
3X2X	Total liabilities and equity		$ 1,662,918	100	$ 1,392,766	100

PELL BIO-MED TECHNOLOGY CO., LTD.
PARENT COMPANY ONLY BALANCE SHEETS
DECEMBER 31, 2025 and 2024
(Expressed in thousands of New Taiwan dollars)

	Items	Notes	Year ended December 31
			2025		2024
			AMOUNT	%	AMOUNT	%
4000	Operating revenue	6(17) and 7	$ 22,267	100	$ 18,550	100
5000	Operating costs	6(5)(22)(23) and 7	( 32,603 )	( 147 )	( 31,757 )	( 171 )
5900	Gross loss from operations		( 10,336 )	( 47 )	( 13,207 )	( 71 )
5910	Unrealized gains on sales		-	-	( 197 )	( 1 )
5920	Realized gains on sales		183	1	-	-
5950	Net loss from operation		( 10,153 )	( 46 )	( 13,404 )	( 72 )
	Operating expenses	6(10)(22)(23), 7 and 12(2)
6100	Selling expenses		( 8,433 )	( 38 )	( 13,471 )	( 73 )
6200	Administrative expenses		( 107,997 )	( 485 )	( 98,329 )	( 530 )
6300	Research and development expenses		( 251,316 )	( 1128 )	( 266,159 )	( 1435 )
6000	Total operating expenses		( 367,746 )	( 1651 )	( 377,959 )	( 2038 )
6900	Net operating loss		( 377,899 )	( 1697 )	( 391,363 )	( 2110 )
	Non-operating income and expenses
7100	Interest income	6(3)(18)	8,679	39	13,785	74
7010	Other income	6(9)(19) and 7	5,178	23	10,689	58
7020	Other gains and losses	6(20)	1,259	6	( 3,373 )	( 18 )
7050	Finance costs	6(8)(21)	( 1,303 )	( 6 )	( 1,235 )	( 7 )
7070	Share of loss of associates and joint ventures accounted for using equity method	6(6)
			( 59,852 )	( 269 )	( 17,918 )	( 96 )
7000	Total non-operating income and expenses		( 46,039 )	( 207 )	1,948	11
8200	Loss for the year		( $ 423,938 )	( 1904 )	( $ 389,415 )	( 2099 )
8500	Total comprehensive income for the year		( $ 423,938 )	( 1904 )	( $ 389,415 )	( 2099 )
	Losses per share	6(25)
9750	Basic losses per share		( $	7.23 )	( $	6.83 )
9850	Diluted losses per share		( $	7.23 )	( $	6.83 )

PELL BIO-MED TECHNOLOGY CO., LTD.

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY

YEARS ENDED DECEMBER 31, 2025 and 2024

(Expressed in thousands of New Taiwan dollars)

	Notes	Share capital		Capital surplus				Accumulated deficit	Treasury shares	Total equity
		Ordinary share	Advance receipts for share capital	Additional paid-in capital	Changes in ownership interests in subsidiaries	Employee share options	Others
Year ended December 31, 2024
Balance at January 1, 2024		$ 539,426	$ -	$ 1,345,153	$ 192	$ 90,322	$ 13,763	($ 817,846)	($ 800)	$ 1,170,210
Loss for the year		-	-	-	-	-	-	(389,415)	-	(389,415)
Total comprehensive income for the year		-	-	-	-	-	-	(389,415)	-	(389,415)
Cash capital increase	6(14)	31,750	-	279,400	-	-	-	-	-	311,150
Compensation cost of employee stock options	6(13)	-	-	-	-	57,243	-	-	-	57,243
Exercise of employee share options	6(13)(14)	7,250	5,520	66,873	-	(60,955)	1,333	-	-	20,021
Recognition of changes in ownership interests in subsidiaries	6(6)	-	-	-	10,715	-	-	-	-	10,715
Balance at December 31, 2024		$ 578,426	$ 5,520	$ 1,691,426	$ 10,907	$ 86,610	$ 15,096	($ 1,207,261)	($ 800)	$ 1,179,924
Year ended December 31, 2025
Balance at January 1, 2025		$ 578,426	$ 5,520	$ 1,691,426	$ 10,907	$ 86,610	$ 15,096	($ 1,207,261)	($ 800)	$ 1,179,924
Loss for the year		-	-	-	-	-	-	(423,938)	-	(423,938)
Total comprehensive income for the year		-	-	-	-	-	-	(423,938)	-	(423,938)
Cash capital increase	6(14)	-	553,240	-	-	-	-	-	-	553,240
Compensation cost of employee stock options	6(13)	-	-	-	-	43,520	-	-	-	43,520
Exercise of employee share options	6(13)(14)	9,550	(3,020)	56,680	-	(47,161)	30	-	-	16,079
Recognition of changes in ownership interests in subsidiaries	6(6)	-	-	-	18,117	31,596	-	-	-	49,713
Execution of disgorgement right		-	-	-	-	-	3,353	-	-	3,353
Balance at December 31, 2025		$ 587,976	$ 555,740	$ 1,748,106	$ 29,024	$ 114,565	$ 18,479	($ 1,631,199)	($ 800)	$ 1,421,891

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

PELL BIO-MED TECHNOLOGY CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 and 2024
(Expressed in thousands of New Taiwan dollars)

	Notes	Year ended December 31, 2025	Year ended December 31, 2024
CASH FLOWS FROM OPERATING ACTIVITIES
Loss before tax		($ 423,938)	($ 389,415)
Adjustments
Adjustments to reconcile profit (loss)
Unrealized gains on sales	6(6)	-	197
Realized gains on sales	6(6)	( 183)	-
Depreciation expense of property, plant and equipment	6(7)(22)	18,388	19,345
Depreciation expense of right-of-use assets	6(8)(22)	13,518	12,260
Amortization expense	6(10)(22)	148	700
Net loss (gain) on financial assets at fair value through profit or loss	6(2)(20)
Loss on disposal of property, plant and equipment	6(20)	-	621
Interest expense	6(21)	1,303	135
Interest income	6(18)	( 8,679)	1,235
Share of loss (profit) of associates and joint ventures accounted for using equity method	6(6)
Share-based payments	6(13)(23)	59,852	17,918
		43,520	58,968
Changes in assets and liabilities
Changes in operating assets
Accounts receivable, net		( 1,310)	3,769
Accounts receivable due from related parties		-	224
Other receivables		8	-
Other receivables due from related parties		( 55)	( 389)
Inventories		( 546)	( 2,664)
Prepayments		4,070	( 355)
Other current assets		( 110)	16
Changes in operating liabilities
Notes payable		110	20
Accounts payable		1,236	( 2,466)
Other payables		36,152	30,427
Other current liabilities		3,510	662
Cash outflow generated from operations		( 258,137)	( 262,577)
Interest received		8,526	13,785
Dividends received	6(6)	101	104
Interest paid		( 1,303)	( 1,235)
Income tax refunded		496	130
Income tax paid		( 633)	( 1,225)
Net cash flows used in operating activities		( 250,950)	( 251,018)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of financial assets at fair value through profit or loss	6(2)
Disposal of financial assets at fair value through profit or loss		-	( 29,682)
Acquisition of current financial assets at amortized cost		34,192	-
Proceeds from disposal of current financial assets at amortized cost		( 953,255)	( 1,450,000)
Proceeds from disposal of current financial assets at amortized cost		879,000	1,680,000
Acquisition of investments accounted for using equity method	6(6)	( 312,375)	( 190,200)
Acquisition of property, plant and equipment	6(26)	( 2,031)	( 5,577)
Proceeds from disposal of property, plant and equipment		-	1,000
Acquisition of intangible assets	6(10)	( 150)	( 193)
Increase in guaranteed deposits paid		( 20)	( 357)
Increase in prepayments for equipment		( 5,000)	-
Increase in other non-current assets, others		( 5,099)	( 5,376)
Net cash flows used in investing activities		( 364,738)	( 385)
CASH FLOWS FROM FINANCING ACTIVITIES
Payments of lease liabilities	6(27)	( 13,001)	( 11,382)
Proceeds from issuing shares	6(14)	553,240	311,150
Exercise of employee share options	6(13)(14)	16,079	20,021
Execution of disgorgement right	6(14)	3,353	-
Net cash flows from financing activities		559,671	319,789
Net increase (decrease) in cash and cash equivalents		( 56,017)	68,386
Cash and cash equivalents at beginning of year	6(1)	194,831	126,445
Cash and cash equivalents at end of year	6(1)	$ 138,814	$ 194,831

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

INDEPENDENT AUDITORS' REPORT TRANSLATED FROM CHINESE

To Pell Bio-Med Technology Co., Ltd.:

We have audited the accompanying consolidated balance sheets of Pell Bio-Med Technology Co., Ltd. and subsidiaries (the "Group") as at December 31, 2025 and 2024, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of material accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at 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 the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission. We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditor's 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 Accountants 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 are those matters that, in our professional judgement, were of most significance in our audit of the Group's 2025 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

~23~

Key audit matters for the Group’s 2025 consolidated financial statements are stated as follows:

Indicator of impairment assessment of property, plant and equipment and right-of-use assets

Description

The balance of property, plant and equipment and right-of-use assets of the Group on December 31, 2025 totaled NT$709,808 thousand, constituting 34% of the consolidated total assets. Refer to Note 4(18) for the accounting policies on impairment of non-financial assets, Note 6(7) for the details of property, plant and equipment and Note 6(8) for the details of right-of-use assets.

As the Group is committed to the research and development, and manufacturing of new cell drugs, the property, plant and equipment and right-of-use assets currently purchased are mainly used for research and development and future production and manufacturing, their utilization is closely related to the Group’s research and development results. In addition, the balance of property, plant and equipment and right-of-use assets on December 31, 2025 was significant. Therefore, we consider the indicator of impairment assessment of property, plant and equipment and right-of-use assets as a key audit matter.

How our audit addressed the matter:

We performed the following audit procedures on the above key audit matter:

Reviewed the statements of indicator of impairment assessment provided by the management, discussed with the management and the research and development executive and assessed the following matters:

The main research and development technology had not lost to competitors in the market.
The progress of the main research and development project had no significant delay.
The main research and development equipment was in proper use and was not damaged or obsolete.
The total market value of the Company on the balance sheet date was not lower than the carrying amount.

~24~

~25~

Other matter – Parent company only financial statements

We have audited and expressed an unqualified opinion on the parent company only financial statements of Pell Bio-Med Technology Co. Ltd. as at and for the years ended December 31, 2025 and 2024.

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

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

Auditor’s responsibilities for the audit of the consolidated financial statements

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

economic decisions of users taken on the basis of these 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 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 auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. 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 appropriate audit evidence regarding the financial information of the 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

-26-

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

Liao, A-Shen
Teng, Sheng-Wei

For and on behalf of PricewaterhouseCoopers, Taiwan

March 4, 2026

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

~27~

PELL BIO-MED TECHNOLOGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 and 2024
(Expressed in thousands of New Taiwan dollars)

	Assets	Note	December 31, 2025		December 31, 2024
			Amount	%	Amount	%
Current assets
1100	Cash and cash equivalents	6(1)	$ 306,699	15	$ 427,366	24
1110	Current financial assets at fair value through profit or loss	6(2)	-	-	29,061	2
1136	Current financial assets at amortized cost	6(3) and 8	1,004,255	48	679,750	39
1170	Accounts receivable, net	6(4)	5,065	-	3,754	-
1200	Other receivables		383	-	10	-
1210	Other receivables due from related parties	7	564	-	549	-
1220	Current tax assets		2,261	-	1,839	-
130X	Inventories	6(5)	6,619	-	6,182	-
1410	Prepayments		5,463	-	9,218	1
1470	Other current assets		111	-	-	-
11XX	Total current assets		1,331,420	63	1,157,729	66
Non-current assets
1550	Investments accounted for using equity method	6(6)	269	-	373	-
1600	Property, plant and equipment	6(7)	579,635	28	228,197	13
1755	Right-of-use assets	6(8)	130,173	6	158,249	9
1780	Intangible assets	6(10)	2,932	-	1,890	-
1915	Prepayments for business facilities		5,771	-	115,592	7
1920	Guarantee deposits paid	8	6,458	-	46,374	3
1990	Other non-current assets, others		55,567	3	36,428	2
15XX	Total non-current assets		780,805	37	587,103	34
1XXX	Total assets		$ 2,112,225	100	$ 1,744,832	100

(Continued)

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

PELL BIO-MED TECHNOLOGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 and 2024
(Expressed in thousands of New Taiwan dollars)

	Liabilities and equity	Note	December 31, 2025		December 31, 2024
			Amount	%	Amount	%
Current liabilities
2100	Shor-term borrowings	6(11)	$ 100,000	5	$ 200,000	11
2150	Notes payable		130	-	20	-
2170	Accounts payable		5,704	-	4,468	-
2200	Other payables	6(12)	170,258	8	88,058	5
2280	Current lease liabilities		27,989	2	27,553	2
2300	Other current liabilities	7	4,892	-	1,251	-
21XX	Total current liabilities		308,973	15	321,350	18
Non-current liabilities
2580	Non-current lease liabilities		109,278	5	137,267	8
2645	Guaranteed deposits received		18	-	-	-
25XX	Total non-current liabilities		109,296	5	137,267	8
2XXX	Total liabilities		418,269	20	458,617	26
Equity
Equity attributable to owners of parent
	Share capital	6(14)(15)
3110	Ordinary share		587,976	28	578,426	33
3140	Advance receipts for share capital		555,740	26	5,520	-
	Capital surplus	6(14)(16)
3200	Capital surplus		1,910,174	90	1,804,039	104
	Accumulated deficit	6(17)
3350	Accumulated deficit		( 1,631,199)	( 77)	( 1,207,261)	( 69)
3500	Treasury shares	6(15)	( 800)	-	( 800)	-
31XX	Total equity attributable to owners of parent		1,421,891	67	1,179,924	68
36XX	Non-controlling interests		272,065	13	106,291	6
3XXX	Total equity		1,693,956	80	1,286,215	74
	Significant contingent liabilities and 9 unrecognized contractual commitments
3X2X	Total liabilities and equity		$ 2,112,225	100	$ 1,744,832	100

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

-29-

PELL BIO-MED TECHNOLOGY CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

YEARS ENDED DECEMBER 31, 2025 and 2024

(Expressed in thousands of New Taiwan dollars, except for loss per share amount)

	Items	Notes	Year ended December 31
			2025		2024
			AMOUNT	%	AMOUNT	%
4000	Operating revenue	6(18)	$ 31,424	100	$ 19,631	100
5000	Operating costs	6(5)(23)(24) and 7	( 35,815)	( 114)	( 31,958)	( 163)
5900	Gross loss from operations		( 4,391)	( 14)	( 12,327)	( 63)
	Operating expenses	6(10)(23)(24), and 7
6100	Selling expenses		( 8,780)	( 28)	( 14,000)	( 71)
6200	Administrative expenses		( 201,515)	( 641)	( 121,011)	( 616)
6300	Research and development expenses		( 252,664)	( 804)	( 266,159)	( 1356)
6000	Total operating expenses		( 462,959)	( 1473)	( 401,170)	( 2043)
6900	Net operating loss		( 467,350)	( 1487)	( 413,497)	( 2106)
	Non-operating income and expenses
7100	Interest income	6(3)(19)	11,907	38	15,368	78
7010	Other income	6(9)(20) and 7	3,950	12	8,744	44
7020	Other gains and losses	6(21)	869	3	( 3,582)	( 18)
7050	Finance costs	6(7)(8)(22)	( 2,045)	( 7)	( 2,260)	( 12)
7060	Share of profit (loss) of associates and joint ventures accounted for using equity method	6(6)
			( 3)	-	112	1
7000	Total non-operating income and expenses		14,678	46	18,382	93
7900	Loss before tax		( 452,672)	( 1441)	( 395,115)	( 2013)
7950	Income tax expense	6(25)	-	-	-	-
8200	Loss for the year		($ 452,672)	( 1441)	($ 395,115)	( 2013)
8500	Total comprehensive income for the year		($ 452,672)	( 1441)	($ 395,115)	( 2013)
	Loss attributable to:
8610	Owners of parent		($ 423,938)	( 1349)	($ 389,415)	( 1984)
8620	Non-controlling interests		( 28,734)	( 92)	( 5,700)	( 29)
	Total loss for the year		($ 452,672)	( 1441)	($ 395,115)	( 2013)
	Total comprehensive income attributable to:
8710	Owners of parent		($ 423,938)	( 1349)	($ 389,415)	( 1984)
8720	Non-controlling interests		( 28,734)	( 92)	( 5,700)	( 29)
	Total comprehensive income for the year		($ 452,672)	( 1441)	($ 395,115)	( 2013)
	Losses per share	6(26)
9750	Basic losses per share		($	7.23)	($	6.83)
9850	Diluted losses per share		($	7.23)	($	6.83)

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

PELL BIO-MED TECHNOLOGY CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

YEARS ENDED DECEMBER 31, 2025 and 2024

(Expressed in thousands of New Taiwan dollars)

	Equity attributable to owners of the parent
	Share capital		Capital surplus				Accumulated deficit	Treasury shares	Total	Non-controlling interests
	Notes	Ordinary share	Advance receipts for share capital	Additional paid-in capital	Changes in ownership interests in subsidiaries	Employee share options
Year ended December 31, 2024
Balance at January 1, 2024		$ 539,426	$ -	$ 1,345,153	$ 192	$ 90,322	$ 13,763	($ 817,846)	($ 800)	$ 1,170,210	$ 11,181
Loss for the year		-	-	-	-	-	-	( 389,415 )	-	( 389,415 )	( 5,700 )
Total comprehensive income for the year		-	-	-	-	-	-	( 389,415 )	-	( 389,415 )	( 5,700 )
Cash capital increase	6(15)	31,750	-	279,400	-	-	-	-	-	311,150	-
Compensation cost of employee stock options	6(14)	-	-	-	-	57,243	-	-	-	57,243	1,725
Exercise of employee stock options	6(14)(15)	7,250	5,520	66,873	-	( 60,955 )	1,333	-	-	20,021	-
Recognition of changes in ownership interests in subsidiaries		-	-	-	247	-	-	-	-	247	( 247 )
Changes in non-controlling interests	6(27)	-	-	-	10,468	-	-	-	-	10,468	99,332
Balance at December 31, 2024		$ 578,426	$ 5,520	$ 1,691,426	$ 10,907	$ 86,610	$ 15,096	($ 1,207,261)	($ 800)	$ 1,179,924	$ 106,291
Year ended December 31, 2025
Balance at January 1, 2025		$ 578,426	$ 5,520	$ 1,691,426	$ 10,907	$ 86,610	$ 15,096	($ 1,207,261)	($ 800)	$ 1,179,924	$ 106,291
Loss for the year		-	-	-	-	-	-	( 423,938 )	-	( 423,938 )	( 28,734 )
Total comprehensive income for the year		-	-	-	-	-	-	( 423,938 )	-	( 423,938 )	( 28,734 )
Cash capital increase	6(15)	-	553,240	-	-	-	-	-	-	553,240	-
Compensation cost of employee stock options	6(14)	-	-	-	-	43,520	-	-	-	43,520	-
Exercise of employee stock options	6(14)(15)	9,550	( 3,020 )	56,680	-	( 47,161 )	30	-	-	16,079	-
Recognition of changes in ownership interests in subsidiaries		-	-	-	( 10,465 )	31,596	-	-	-	21,131	10,465
Execution of disgorgement right		-	-	-	-	-	3,353	-	-	3,353	-
Changes in non-controlling interests	6(27)	-	-	-	28,582	-	-	-	-	28,582	184,043
Balance at December 31, 2025		$ 587,976	$ 555,740	$ 1,748,106	$ 29,024	$ 114,565	$ 18,479	($ 1,631,199)	($ 800)	$ 1,421,891	$ 272,065

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

PELL BIO-MED TECHNOLOGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 and 2024
(Expressed in thousands of New Taiwan dollars)

	Notes	Year ended December 31, 2025	Year ended December 31, 2024
CASH FLOWS FROM OPERATING ACTIVITIES
Loss before tax		($ 452,672)	($ 395,115)
Adjustments
Adjustments to reconcile profit (loss)
Depreciation expense of property, plant and equipment	6(7)(23)	18,892	19,360
Depreciation expense of right-of-use assets	6(8)(23)	28,076	26,820
Amortization expense	6(10)(23)	150	700
Net loss (gain) on financial assets at fair value through profit or loss	6(2)(21)	-	621
Loss on disposal of property, plant and equipment	6(21)	-	135
Interest expense	6(22)	2,045	2,260
Interest income	6(19)	( 11,907)	( 15,368)
Share of loss (profit) of associates and joint ventures	6(6)	-	-
accounted for using equity method		3	( 112)
Share-based payments	6(14)(24)	75,116	58,968
Changes in operating assets and liabilities
Changes in operating assets
Accounts receivable		( 1,311)	3,770
Accounts receivable due from related parties		-	83
Other receivables		9	-
Other receivables due from related parties		( 15)	( 231)
Inventories		( 437)	( 2,419)
Prepayments		3,755	( 359)
Other current assets		( 111)	18
Changes in operating liabilities
Notes payable		110	20
Accounts payable		1,236	( 2,525)
Other payables		48,105	30,548
Other current liabilities		3,641	698
Cash outflow generated from operations		( 290,446)	( 272,128)
Interest received		11,525	15,368
Dividends received		101	104
Interest paid		( 2,045)	( 2,260)
Income tax refunded		499	134
Income tax paid		( 921)	( 1,338)
Net cash flows used in operating activities		( 281,287)	( 260,120)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of financial assets at fair value through profit or loss		-	( 29,682)
Disposal of financial assets at fair value through profit or loss		34,192	-
Acquisition of current financial assets at amortized cost		( 1,204,255)	( 1,475,000)
Proceeds from disposal of current financial assets at amortized cost		879,750	1,733,400
Acquisition of property, plant and equipment	6(28)	( 220,643)	( 148,195)
Proceeds from disposal of property, plant and equipment		-	1,000
Acquisition of intangible assets	6(10)	( 1,192)	( 193)
Increase in prepayments for business facilities		( 5,771)	( 115,592)
Increase (decrease) in guaranteed deposits paid		39,916	40,357
Increase in other non-current assets, others		( 19,139)	( 20,889)
Net cash flows used in investing activities		( 497,142)	( 95,508)
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in short-term loans	6(29)	-	200,000
Decrease in short-term loans	6(29)	( 100,000)	-
Payments of lease liabilities	6(29)	( 27,553)	( 25,653)
Increase in guaranteed deposits received	6(29)	18	-
Proceeds from issuing shares	6(15)	553,240	311,150
Exercise of employee share options	6(14)(15)	16,079	20,021
Amount of non-controlling interest investment in cash capital	6(27)	-	-
increase of subsidiaries		212,625	109,800
Execution of disgorgement right		3,353	-
Net cash flows used in financing activities		657,762	615,318
Net (decrease) increase in cash and cash equivalents		( 120,667)	259,690
Cash and cash equivalents at beginning of year	6(1)	427,366	167,676
Cash and cash equivalents at end of year	6(1)	$ 306,699	$ 427,366

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

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[Annex II]

PELL BIO-MED TECHNOLOGY CO., LTD.

Status of Implementation of the 2025 Robust Operations Plan

Implementation

This report is prepared in accordance with the letter No. Jin-Guan-Zheng-1140362006 dated November 24, 2025, issued by the Financial Supervisory Commission.
Implementation status for fiscal year 2025:

Unit: NT$ thousand

FY Item	Budgeted	Actual	Variance	Explanation of Variance
Sales Revenue	32,995	31,424	(1,571)	No material change
Cost of Goods Sold	35,986	35,815	(171)	No material change
Gross Profit (Loss)	(2,991)	(4,391)	(1,400)
Operating Expenses	460,112	462,959	2,847	No material change
Operating Loss / Profit	(463,103)	(467,350)	(4,247)
Non-operating Income and Expenses	9,009	14,678	5,669	Mainly due to higher-than-expected interest income
Net Loss / Profit Before Tax	(454,094)	(452,672)	1,422
Income Tax Expense (Benefit)	0	0	0
Net Loss / Profit for the Period	(454,094)	(452,672)	1,422
Attributable to Owners of the Parent	(430,785)	(423,938)	6,847
Non-controlling Interests	(23,309)	(28,734)	(5,425)

[Annex III]

PELL BIO-MED TECHNOLOGY CO., LTD.
Audit Committee’s Review Report

The Board of Directors has submitted the Company's 2025 business report, financial statements, and deficit offsetting, among which the financial statements have been audited by PWC, to the Audit Committee for review. The aforementioned business report, financial statements, and deficit offsetting have been reviewed and determined to be correct and accurate by the Audit Committee. In accordance with relevant requirements of the Securities and Exchange Act and Article of the Company Act, we hereby submit this report.

2025 Annual Shareholders’ Meeting of Pell Bio-Med Technology Co., Ltd.

Audit Committee Convener : Lee, Mang-Shiou

March 4th, 2026

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[Annex IV]

Comparison Table of Amendments to Sustainable Development Principles

Article	BEFORE	AFTER	REASON
Article 15	The Company is advised to take into account the effect of business operations on ecological efficiency, promote and advocate the concept of sustainable consumption, and conduct research and development, procurement, production, operations, and services in accordance with the following principles to reduce the impact on the natural environment and human beings from their business operations: 1. Reduce resource and energy consumption of their products and services. 2. Reduce emission of pollutants, toxins and waste, and dispose of waste properly. 3. Improve recyclability and reusability of raw materials or products. 4. Maximize the sustainability of renewable resources. 5. Enhance the durability of products. 6. Improve efficiency of products and services.	The Company is advised to take into account the effect of business operations on ecological efficiency, promote and advocate the concept of sustainable consumption, and conduct research and development, procurement, production, operations, and services in accordance with the following principles to reduce the impact on the natural environment and human beings from their business operations: 1. Reduce resource and energy consumption of their products and services. 2. Reduce emission of pollutants, toxins and waste, and dispose of waste properly. 3. Improve recyclability and reusability of raw materials or products. 4. Maximize the sustainability of renewable resources. 5. Enhance the durability of products. 6. Improve efficiency of products and services. 7. Enhance the conservation of marine and terrestrial biodiversity and ecosystems, promote the sustainable use of resources, and ensure fair and equitable benefits.	Revised and supplemented in accordance with updates to applicable laws and regulations.
Article 21	The Company is advised to create an environment conducive to the development of their employees' careers and establish effective training programs to foster career skills. The Company shall establish and implement reasonable employee welfare measures (including remuneration, leave and other welfare etc.) and appropriately reflect the business performance or achievements in the employee remuneration, to ensure the recruitment, retention, and motivation of human resources, and achieve the objective of sustainable operations.	The Company is advised to create an environment conducive to the development of their employees' careers and establish effective training programs to foster career skills. It is advisable for the Company to establish placement programs to cultivate future industry talents. The Company shall establish and implement reasonable employee welfare measures (including remuneration, leave and other welfare etc.) and appropriately reflect the business performance or achievements in the employee remuneration, to ensure the recruitment, retention, and motivation of human resources, and achieve the objective of sustainable operations.	Revised and supplemented in accordance with updates to applicable laws and regulations.

[Annex V]

Comparison Table of Amendments to the Rules of Procedure for Board of Directors Meetings

Article	BEFORE	AFTER	REASON
Article 3	(Convening of Board Meetings and Meeting Notices)
The Board of Directors of the Company shall meet at least once every quarter.
Board meetings shall be convened by stating the purpose of the meeting and notifying all Directors and Supervisors at least seven days in advance. In the event of an emergency, meetings may be convened at any time.
With the consent of the recipients, the notices referred to in the preceding paragraph may be given in writing, by electronic means, or by fax.
Matters listed in the subparagraphs of Article 7, Paragraph 1 shall be specified in the notice of meeting and shall not be proposed as extemporaneous motions.	(Convening of Board Meetings and Meeting Notices)
The Board of Directors of the Company shall meet at least once every quarter.
Board meetings shall be convened by stating the purpose of the meeting and notifying all Directors and Supervisors at least seven days in advance. In the event of an emergency, meetings may be convened at any time.
With the consent of the recipients, the notices referred to in the preceding paragraph may be given in writing, by electronic means, or by fax.
Matters listed in the subparagraphs of Article 7, Paragraph 1 shall be specified in the notice of meeting and shall not be proposed as extemporaneous motions.	Handled in accordance with practical operational needs
Article 7	...
5. Matters involving a Director’s or Supervisor’s personal interest.
...
Where shares of a foreign company have no par value or a par value other than NT$10, the threshold of 5% of paid-in capital shall be calculated based on 2.5% of shareholders’ equity.	...
5. Matters involving a Director’s or Supervisor’s personal interest...
Where, upon a resolution of the shareholders’ meeting, shares of a foreign the Company have no par value or a par value other than NT$10, the threshold of 5% of paid-in capital shall be calculated based on 2.5% of shareholders’ equity.	Adjusted in accordance with the revision date
Article 12	If, at the scheduled meeting time, fewer than half of all Directors are present, the Chairperson may announce a postponement, limited to two times. If attendance remains insufficient after two postponements, the Chairperson may reconvene the meeting in accordance with the procedures under Article 3, Paragraph 2.
For the purposes of the preceding paragraph and Article 17, Paragraph 2, Subparagraph 2, “all Directors” shall mean those actually in office.	If, at the scheduled meeting time, fewer than half of all Directors are present, the Chairperson may announce on the same day a postponement, limited to two times. If attendance remains insufficient after two postponements, the Chairperson may reconvene the meeting in accordance with the procedures under Article 3, Paragraph 2.
For the purposes of the preceding paragraph and Article 17, Paragraph 2, Subparagraph 2, “all Directors” shall mean those actually in office.	Amended in accordance with applicable laws and regulations.
Article 13	(Discussion of Proposals)
The Board of Directors shall conduct its proceedings in accordance with the agenda specified in the meeting notice; provided, however, that such agenda may be changed with the consent of a majority of the directors present at the meeting.
The chairperson shall not unilaterally declare the meeting adjourned unless consent is obtained from a majority of the directors present.
During the course of the meeting, if the number of directors in attendance falls below	(Discussion of Proposals)
The Board of Directors shall conduct its proceedings in accordance with the agenda specified in the meeting notice; provided, however, that such agenda may be changed with the consent of a majority of the directors present at the meeting.
The chairperson shall not unilaterally declare the meeting adjourned unless consent is obtained from a majority of the directors present.
During the course of the meeting, if the number of directors in attendance falls below a majority of the directors originally present, the	Adjusted in accordance with the revision date

Article	BEFORE	AFTER	REASON
	a majority of the directors originally present, the chairperson shall, upon a motion duly made by the directors in attendance, announce a temporary suspension of the meeting, and the provisions of Paragraph 1 of the preceding Article shall apply mutatis mutandis.	chairperson shall, upon a motion duly made by the directors in attendance, announce a temporary suspension of the meeting, and the provisions of Paragraph 1 of the preceding Article shall apply mutatis mutandis.

During the course of the meeting, if the chairperson is unable to preside over the meeting for any reason or declares the meeting adjourned in violation of Paragraph 2, the selection of an acting chairperson shall apply mutatis mutandis the provisions of Paragraph 3 of Article 10. | |
| Article 17 | ...
7. Discussion items: The method and result of resolution of each proposal; summaries of statements made by directors, supervisors, experts, and other persons; the name(s) of any director(s) involved in a conflict of interest as referred to in Paragraph 1 of the preceding Article; an explanation of the material aspects of such conflict of interest; the reasons for recusal or non-recusal; the status of such recusal; any dissenting or qualified opinions together with any records thereof or written statements; and any written opinions issued by independent directors in accordance with Paragraph 5 of Article 7.
8. Extemporaneous motions: The name of the proposer; the method and result of resolution of the proposal; summaries of statements made by directors, supervisors, experts, and other persons; the name(s) of any director(s) involved in a conflict of interest as referred to in Paragraph 1 of the preceding Article; an explanation of the material aspects of such conflict of interest; the reasons for recusal or non-recusal; the status of such recusal; and any dissenting or qualified opinions, together with any records thereof or written statements...
The minutes shall be signed or sealed by the Chairperson and the recorder, distributed to all Directors and Supervisors within twenty days after the meeting, and kept as important corporate records throughout the Company’s existence.
The preparation and distribution of minutes may be conducted electronically. | ...
7. Discussion items: The method and result of resolution of each proposal; summaries of statements made by directors, supervisors, experts, and other persons; the name(s) of any director(s) involved in a conflict of interest as referred to in Paragraph 1 of the preceding Article; an explanation of the material aspects of such conflict of interest; the reasons for recusal or non-recusal; the status of such recusal; and any dissenting or qualified opinions, together with any records thereof or written statements; and any written opinions issued by independent directors in accordance with Paragraph 5 of Article 7.
8. Extemporaneous motions: The name of the proposer; the method and result of resolution of the proposal; summaries of statements made by directors, supervisors, experts, and other persons; the name(s) of any director(s) involved in a conflict of interest as referred to in Paragraph 1 of the preceding Article; an explanation of the material aspects of such conflict of interest; the reasons for recusal or non-recusal; the status of such recusal; and any dissenting or qualified opinions, together with any records thereof or written statements...
The minutes shall be signed or sealed by the Chairperson and the recorder, distributed to all Directors and Supervisors within twenty days after the meeting, and kept as important corporate records throughout the Company’s existence. | |
| Article 20 | These Rules of Procedure shall be adopted upon approval by the Board of Directors and reported to the shareholders’ meeting. Any future amendments may be authorized for resolution by the Board of Directors.
These Rules of Procedure shall take effect on June 28, 2023. | These Rules of Procedure shall be adopted upon approval by the Board of Directors and reported to the shareholders’ meeting. Any future amendments may be authorized for resolution by the Board of Directors.
These Rules of Procedure was amended shall take effect on June 218, 20236. | Revision of amendment date |

[Annex VI]

Pell Bio-Med Technology Co., Ltd.

The 2024 Deficit Offsetting Proposal

Unit: NTD

Deficit yet to be compensated of prior years	$ (817,845,700)
- Loss for 2024	(389,415,042)
Deficit yet to be compensated	(1,207,260,742)
Deficit yet to be compensated – at the end of 2024	$ (1,207,260,742)

Chairman: Lin, Chen-Lung Manager: Lin, Chen-Lung Accounting Manager: Wu, Chang-Min

-38-

[Annex VII]

Comparison Table of Amendments to Articles of Incorporation

Articles	Before amendment	After amendment	Explanation
Article 5	The total amount of this Company capital stock is NT$ 1,000,000,000 divided into 100,000,000 shares at par value of NT$10 per share, within which the board of directors is authorized to issue shares in installments. Among them, 10,000,000 shares are reserved with total capital for the issuance of employee stock option certificates. The shares purchased by the company in accordance with the law may be transferred to those to whom employee stock option certificates are issued, those to whom new shares with restricted employee rights are issued, and those to whom new shares are purchased and issued may include employees of controlling or affiliated companies who meet certain conditions, and such certain conditions are determined by Set by the board of directors.	The total amount of this Company capital stock is NT$ 1,000,000,000 divided into 2,000,000,000 shares at par value of NT$0.5 per share, within which the board of directors is authorized to issue shares in installments. Among them, NT$100,000,000 divided into 200,000,000 shares are reserved with total capital for the issuance of employee stock option certificates. The shares purchased by the company in accordance with the law may be transferred to those to whom employee stock option certificates are issued, those to whom new shares with restricted employee rights are issued, and those to whom new shares are purchased and issued may include employees of controlling or affiliated companies who meet certain conditions, and such certain conditions are determined by Set by the board of directors.	In line with the Company's actual operations I needs and capital structure planning.
Article 32	This Article of Association was established by the sponsors' meeting with the consent of all sponsors on March 20, 2017, the Republic of China. First amended on April 20, 2017 Second amended on June 28, 2017 Third amended on August 10, 2017 Fourth amended on October 6, 2017 Fifth amended on May 17, 2019 Sixth amended on August 31, 2021 Seventh amended on June 28, 2023 Eighth amended on June 12, 2024 Ninth amended on June 11, 2025	This Article of Association was established by the sponsors' meeting with the consent of all sponsors on March 20, 2017, the Republic of China. First amended on April 20, 2017 Second amended on June 28, 2017 Third amended on August 10, 2017 Fourth amended on October 6, 2017 Fifth amended on May 17, 2019 Sixth amended on August 31, 2021 Seventh amended on June 28, 2023 Eighth amended on June 12, 2024 Ninth amended on June 11, 2025	Update revision date.

[Annex VIII]

2026 Employee Restricted Shares Plan

Article 1 Purpose of Issuance:

In order to retain and attract professional talent, motivate employees, and enhance employees' cohesion and sense of belonging, thereby laying a foundation for the Company's sustainable operation, the Company proposes to formulate the 2026 Employee Restricted Shares Plan (hereinafter referred to as the "Plan") in accordance with Article 267 of the Company Act and the "Regulations Governing the Offering and Issuance of Securities by Issuers" promulgated by the Financial Supervisory Commission (hereinafter referred to as the "Offering and Issuance Regulations"), as well as other relevant laws and regulations.

Article 2 Filing and Issuance Period:

Within two years from the date on which the notice of effective registration is received from the competent authority, the employee restricted shares may be issued in one tranche or in multiple tranches based on actual needs. The actual issuance dates and related operational matters shall be determined by the Chairperson under the authorization of the Board of Directors.

Article 3 Employee Eligibility and Number of Restricted Shares Granted:

Employee Eligibility

To safeguard shareholders' interests, the Company shall prudently manage this incentive plan. Eligible employees under this Plan shall be full-time employees of the Company and its subsidiaries who have already commenced employment as of the grant date. (The term "subsidiaries" refers to entities determined in accordance with Articles 369-2, 369-3, 369-9, paragraph 2, and 369-11 of the Company Act.)

The eligible employees to be granted restricted employee shares under this Plan, as well as the method and number of shares to be granted, shall be determined with reference to factors such as performance, overall contribution, special achievements, or other management considerations, and after taking into account the Company's operational needs and business development strategies. Such determination shall be approved by the Chairperson and submitted to the Board of Directors for approval. If the grantee is a managerial officer, prior approval of the Compensation Committee shall be required; if the grantee is a non-managerial employee, prior approval of the Audit Committee shall be required.

Number of Restricted Shares Eligible for Grant

Pursuant to Article 56-1, paragraph 1 of the Regulations Governing the Offering and Issuance of Securities by Issuers, the cumulative number of shares subscribable by a single option holder through employee stock options issued by the Company, together with the cumulative number of restricted employee shares obtained by such option holder, shall not exceed three-thousandths (0.3%) of the total number of issued shares. In addition, when combined with the number of shares subscribable by a single option holder through employee stock options issued pursuant to Article 56, paragraph 1 of the same Regulations, the total shall not exceed one percent (1%) of the total number of issued shares.

Article 4 Total Issuance Amount and Type of Restricted Shares:

The total issuance amount of restricted employee shares under this Plan shall be NT$4,000,000. The shares to be issued shall be common shares newly issued by the Company, with a par value of NT$0.5 per share, for a total of 8,000,000 shares.

Article 5 Terms and Conditions of Issuance:

Issue Price: The restricted employee shares shall be issued free of charge.
Vesting Conditions:

After employees are granted restricted employee shares under this Plan, and commencing from the capital increase record date, the shares shall vest in installments provided that, upon the expiration of each respective vesting period, the employee remains in active employment and has achieved an annual individual performance evaluation score of three (3) points or above (with one (1) being the lowest and five (5) being the highest), and has complied with the Code of Conduct, and has not violated any service agreements, integrity and ethical standards, work rules, contractual agreements with the Company, or other Company regulations. The vesting schedule shall be as follows:

(1) Fifteen percent (15%) of the granted shares shall vest upon satisfaction of the above vesting conditions after the first year.

(2) Thirty-five percent (35%) of the granted shares shall vest upon satisfaction of the above vesting conditions after the second year.

-40-

(3) Fifty percent (50%) of the granted shares shall vest upon satisfaction of the above vesting conditions after the third year.

If any vesting date falls on a holiday, the vesting shall be postponed to the next business day.

Type of Shares Issued: The shares issued under this Plan shall be newly issued common shares of the Company.
Treatment of Shares Failing to Vest:
If, after being granted restricted employee shares, an employee violates this Plan, the trust agreement, labor contract, work rules, or any agreement entered into with the Company (such agreements being negotiated and executed by the Chairperson under authorization of the Board of Directors), the Company shall, without compensation, repossess and cancel the restricted employee shares that have been granted but have not yet vested.
If the vesting conditions are not satisfied, the Company shall, without compensation, repossess and cancel the granted but unvested restricted employee shares.
Ordinary Separation (voluntary resignation / retirement / layoff / dismissal): For restricted employee shares granted but not yet vested, the Company shall, without compensation, repossess and cancel such shares.
Unpaid Leave of Absence: If an employee, with the Company’s approval, takes unpaid leave during the vesting period, such period shall be deemed as not satisfying the vesting conditions. Upon reinstatement, the Chairperson may approve whether the employee’s rights shall be reinstated and may re-determine, within the scope of the granted shares, the vesting status, vesting ratio, and vesting period.
In the event that an employee suffers a work-related injury resulting in disability or death, or in the event of general death, the unvested restricted employee shares shall be handled in the following manner:

(1) In the event the employee is unable to continue employment due to disability resulting from an occupational injury, all unvested restricted employee shares shall be deemed fully vested as of the effective date of termination of employment.

(2) In the event of death resulting from an occupational injury or general death, all unvested restricted employee shares shall be deemed fully vested as of the date of death. The legal heirs may apply to receive the inherited shares or the proceeds therefrom upon completion of statutory procedures and submission of relevant supporting documents.

Transfer of Position: If an employee applies for transfer to an affiliated enterprise or another company (excluding subsidiaries), the restricted employee shares shall be handled in accordance with item (3) above governing ordinary separation. However, where the transfer is made at the Company’s request due to operational needs, the employee’s restricted employee shares shall not be affected by such transfer.
Any stock dividends or cash dividends derived from restricted employee shares that have been granted but have not vested during the vesting period shall not be required to be returned.
From the date on which transfer registration is suspended for capital increases without consideration, cash dividends, cash capital increases, the shareholders’ meeting period prescribed under Article 165, paragraph 3 of the Company Act, or any other statutory suspension period, until the relevant entitlement record date, employees who satisfy vesting conditions during such period shall have the timing and procedures for the removal of transfer restrictions on vested shares handled in accordance with the trust custody agreement.

Article 6 Rights Restrictions Prior to Vesting After Grant of Shares:

Prior to the satisfaction of the vesting conditions set forth in the preceding article, employees shall not sell, pledge, transfer, gift, encumber, or otherwise dispose of the restricted employee shares granted to them under this Plan in any manner.
Prior to meeting the vesting conditions, except for the restrictions described above, the rights and obligations of employees with respect to the granted shares—including participation in stock dividends and cash dividends, attendance at shareholders’ meetings, proposals, statements, voting rights, election rights, subscription rights in cash capital increases, and other shareholder-related rights—shall be the same as those attached to the Company’s issued common shares.
Upon issuance, the restricted employee shares shall be immediately delivered into trust custody. Before the vesting conditions are fulfilled, employees may not, for any reason or in any manner, request the trustee or custodian to return the restricted employee shares.
During the vesting period, if the Company conducts a capital reduction (including cash capital

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reduction) other than a statutory capital reduction, the restricted employee shares shall be canceled in proportion to the reduction ratio. In the case of a cash capital reduction, any cash refunded shall be delivered into trust custody and may only be distributed to the employee after the vesting conditions are satisfied; if the vesting conditions are not satisfied, the Company shall reclaim such cash.

Prior to the fulfillment of vesting conditions, employees shall entrust all shareholder rights related to the restricted employee shares—including attendance at shareholders’ meetings, proposals, statements, voting rights, and other shareholder-related rights—to the trust or custody institution to be exercised on their behalf.

Article 7 Procedures for the Grant of Restricted Shares:

After the total number of units to be issued, subscription price (if any), allocation principles, and the list of grantees of the restricted employee shares have been determined, the responsible department shall notify the employees to execute the relevant agreements.
Upon completion of execution of the relevant agreements by the grantee employees in accordance with the notice, the employees shall be deemed to have received the restricted employee shares. Any employee who fails to complete the execution as required shall be deemed to have waived the restricted employee shares.
Upon the grant of restricted employee shares, the Company shall record the number of shares granted to each employee in the Company’s register of shareholders and deliver the newly issued common shares or certificates representing the new shares by book-entry transfer. Such shares shall, in accordance with the trust agreement, be delivered into trust custody during the period in which vesting conditions apply.
The restricted employee shares issued by the Company under this Plan shall be handled in accordance with applicable laws and regulations for change registration.

Article 8 Taxation:

The shares subscribed by employees under this Plan and any taxes related thereto shall be handled in accordance with the applicable tax laws and regulations of the Republic of China (Taiwan).

Article 9 Confidentiality and Restrictive Provisions:

After being granted restricted employee shares under this Plan, employees shall strictly comply with the Company’s salary and compensation confidentiality policies and shall not inquire about or disclose to others any information relating to the restricted employee shares granted to them, including the content and number thereof. In the event of any violation that is deemed material by the Company, the employee shall immediately forfeit eligibility to receive all restricted employee shares that have not yet vested, and the Company shall, without compensation, repossess and cancel such shares in full.
If an employee, after subscribing for restricted employee shares under this Plan, commits a material violation of the labor contract, work rules, or other Company regulations, the employee shall immediately forfeit eligibility to receive all restricted employee shares that have not yet vested, and the Company shall, without compensation, repossess and cancel such shares in full.

Article 10 Implementation Details:

The procedures, detailed implementation schedule, execution of agreements, and related matters regarding the employees to be granted restricted employee shares under this Plan shall be separately notified and handled by the Company’s designated responsible department.

Article 11 Other Material Provisions:

This Plan shall be implemented upon approval by at least two-thirds of the directors present at a meeting attended by a majority of the directors of the Board of Directors, adoption by a special resolution of the shareholders’ meeting, and the effectiveness of registration with the competent authority. The same procedure shall apply to any amendments made prior to issuance. Thereafter, if amendments are required due to changes in laws or regulations, or at the request of the competent authority, the Chairperson is hereby authorized to amend this Plan, subject to subsequent ratification by the Board of Directors prior to issuance.
Any matters not prescribed herein shall, unless otherwise provided by law, be fully authorized to the Board of Directors or its designee to amend or implement in accordance with applicable laws and regulations.

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[Annex IX]

Comparison Table of Amendments to Procedure for Handling the Acquisition and Disposal of Assets

Articles	Before amendment	After amendment	Explanation
Article 4Definition	Addition	12. Where the Company, upon approval by the shareholders’ meeting, adjusts its par value to an amount other than New Taiwan Dollars Ten (NT$10), the transaction amount threshold set at 20% of paid-in capital under these Procedures shall be calculated as 10% of equity attributable to owners of the parent; and the transaction amount threshold set at 5% of paid-in capital shall be calculated as 2.5% of equity attributable to owners of the parent.	Handled in accordance with practical operational needs
Article 5	Addition	4. Where the Company’s acquisition or disposal of assets, pursuant to these Procedures or other applicable laws and regulations, is required to obtain the approval of the Audit Committee and be submitted to the Board of Directors for resolution, if any Audit Committee member or director expresses an objection or reservation and such objection or reservation is recorded or stated in writing, the Company shall state such dissenting or qualified opinions in the minutes of the Board meeting. Material asset transactions of the Company shall be approved by more than one-half of all incumbent members of the Audit Committee and submitted to the Board of Directors for resolution. If approval is not obtained from more than one-half of all incumbent members of the Audit Committee, the transaction may nevertheless be carried out with the approval of more than two-thirds of all incumbent directors, and the resolution of the Audit Committee shall be recorded in the minutes of the Board meeting. The term “all incumbent members of the Audit Committee” and “all incumbent directors” as used above refers to those actually holding office at the relevant time.	Formulated in accordance with the Regulations Governing the Acquisition and Disposal of Assets by Public Companies
Article 6	1. Means of price determination and supporting reference materials
d. For the acquisition or disposal of intangible assets such as patents, copyrights, trademarks, franchise rights, or their right-of-use assets, the price should be considered based on factors such as expected future revenue, the degree of technological development and innovation, the status of legal protection, the situation of authorization and implementation, and production or implementation costs, and a comprehensive judgment should be made considering the relevant factors of the rights holder and the licensee.	1. Means of price determination and supporting reference materials
d. For the acquisition or disposal of intangible assets such as patents, copyrights, trademarks, franchise rights, or other right-of-use assets, the price should be considered based on factors such as expected future revenue, the degree of technological development and innovation, the status of legal protection, the situation of authorization and implementation, and production or implementation costs, and a comprehensive judgment should be made considering the relevant factors of the rights holder and the licensee.	Text revision

Articles	Before amendment	After amendment	Explanation
Article 6	2. Degree and Level of authority delegated
b. Acquisition or Disposal of Assets Other Than Securities: The authorization limits and levels shall be handled according to the approval authority table issued by the company. Any acquisition or disposal of assets outside the aforementioned authorization scope must be approved by the board of directors. However, if the situation falls under Article 185 of the Company Act, it must first be approved by the shareholders' meeting. For assets acquired or disposed of due to mergers, splits, acquisitions, or share transfers, the company shall report to the parent company.	2. Degree and Level of authority delegated
b. Acquisition or Disposal of Assets Other Than Securities: The authorization limits and levels shall be handled according to the approval authority table issued by the company. Any acquisition or disposal of assets outside the aforementioned authorization scope must be approved by the board of directors. However, if the situation falls under Article 185 of the Company Act, it must first be approved by the shareholders' meeting. For assets acquired or disposed of due to mergers, splits, acquisitions, or share transfers, the company shall report to the parent company.	Handled in accordance with practical operational needs
Article 7	A. Under any of the following circumstances, the company acquiring or disposing of assets shall publicly announce and report the relevant information on the FSC's designated website in the appropriate format as prescribed by regulations within 2 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 which has been verified by CPAs, 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 subscription or redemption of money market funds issued by domestic securities investment trust enterprises.
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.
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 reaches NT$500 million or more.
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.	A. Under any of the following circumstances, the company acquiring or disposing of assets shall publicly announce and report the relevant information on the FSC's designated website in the appropriate format as prescribed by regulations within 2 days commencing 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 which has been verified by CPAs, 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 subscription or redemption of money market funds issued by domestic securities investment trust enterprises.
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.
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 reaches NT$500 million or more.
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.	Handled in accordance with practical operational needs

Articles	Before amendment	After amendment	Explanation
	transaction reaches NT$500 million.
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.
b. Trading of bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises.
B. The amount of transactions above shall be calculated as follows:
1. The amount of any individual transaction.
2. The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same transaction counterparty within the preceding year.
3. The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of real property or right-of-use assets thereof within the same development project within the preceding year.
4. The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of the same security within the preceding year.
C. "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 Procedures need not be counted toward the transaction amount.
D. The company shall compile monthly reports on the status of acquisition or disposal of assets 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 in the prescribed format into the information reporting website designated by the FSC within the specified time of each month.
E. 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.
F. The company acquiring or disposing of assets shall keep all relevant contracts, meeting	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 credit rating not lower than the sovereign credit rating of the Republic of China.
b. Trading of bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises.
B. The amount of transactions above shall be calculated as follows:
1. The amount of any individual transaction.
2. The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same transaction counterparty within the preceding year.
3. The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of real property or right-of-use assets thereof within the same development project within the preceding year.
4. The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of the same security within the preceding year.
C. "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 Procedures need not be counted toward the transaction amount.
D. The company shall compile monthly reports on the status of acquisition or disposal of assets 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 in the prescribed format into the information reporting website designated by the FSC within the specified time of each month.
E. 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.
F. The company acquiring or disposing of assets

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Articles	Before amendment	After amendment	Explanation
	minutes, log books, appraisal reports and CPA and attorney underwriter opinions at the company, where they shall be retained for 5 years except where another act is provided otherwise.
G. Where any of the following circumstances occur with respect to a transaction that the company has already publicly announced and reported in accordance with this article, a public report of relevant information shall be made on the information reporting website designated by the FSC within 2 days counting inclusively from the date of occurrence of the event:
1. Change, termination, or rescission of a contract signed in regard to the original transaction.
2. The merger, demerger, acquisition, or transfer of shares is not completed by the scheduled date set forth in the contract.
3. Change to the originally publicly announced and reported information.	shall keep all relevant contracts, meeting minutes, logbooks, appraisal reports and CPA, attorney or securities underwriters opinions at the company, where they shall be retained for 5 years except where another act is provided otherwise.
G. Where any of the following circumstances occur with respect to a transaction that the company has already publicly announced and reported in accordance with this article, a public report of relevant information shall be made on the information reporting website designated by the FSC within 2 days counting—inclusively commencing from the date of occurrence of the event:
1. Change, termination, or rescission of a contract signed in regard to the original transaction.
2. The merger, demerger, acquisition, or transfer of shares is not completed by the scheduled date set forth in the contract.
3. Change to the originally publicly announced and reported information.
Article 12	When the company engages in any acquisition or disposal of assets from or to a related party, in addition to ensuring that the necessary resolutions are adopted and the reasonableness of the transaction terms is appraised in accordance with these Procedures, if the transaction amount reaches 10 percent or more of the company's total assets, the company shall also obtain an appraisal report from a professional appraiser or a CPA's opinion in compliance with the provisions of the preceding Section and this Section.
When the company intends to acquire or dispose of real property or right-of-use assets thereof from or to a related party, or when it intends to acquire or dispose of assets other than real property or right-of-use assets thereof from or to a related party and 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, except in trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises, the company may not proceed to enter into a transaction contract or make a payment until the following matters have been approved by the board of directors and recognized by the supervisors:
1. The purpose, necessity and anticipated benefit of the acquisition or disposal of assets.	When the company engages in any acquisition or disposal of assets from or to a related party, in addition to ensuring that the necessary resolutions are adopted and the reasonableness of the transaction terms is appraised in accordance with these Procedures, if the transaction amount reaches 10 percent or more of the company's total assets, the company shall also obtain an appraisal report from a professional appraiser or a CPA's opinion in compliance with the provisions of the preceding Section and this Section.
When the company intends to acquire or dispose of real property or right-of-use assets thereof from or to a related party, or when it intends to acquire or dispose of assets other than real property or right-of-use assets thereof from or to a related party and 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, except in trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises, the company may not proceed to enter into a transaction contract or make a payment until the following matters have been approved by the board of directors and recognized by the supervisors:
1. The purpose, necessity and anticipated benefit of the acquisition or disposal of assets.	Handled in accordance with practical operational needs

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Articles	Before amendment	After amendment
	2. The reason for choosing the related party as a transaction counterpart.
3. With respect to the acquisition of real property or right-of-use assets thereof from a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance with Article 12 and Article 13.
4. The date and price at which the related party originally acquired the real property, the original transaction counterparty, and that transaction counterparty's relationship to the company and the related party.
5. Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the funds utilization.
6. An appraisal report from a professional appraiser or a CPA's opinion obtained in compliance with this article.
7. Restrictive covenants and other important stipulations associated with the transaction.
The calculation of the transaction amounts referred in this article shall be made in accordance with Article 6, paragraph 1 herein, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items that have been approved by the shareholders meeting or board of directors and recognized by the supervisors need not be counted toward the transaction amount.	3. With respect to the acquisition of real property or right-of-use assets thereof from a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance with Article 12 and Article 13.
4. The date and price at which the related party originally acquired the real property, the original transaction counterparty, and that transaction counterparty's relationship to the company and the related party.
5. Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the funds utilization.
6. An appraisal report from a professional appraiser or a CPA's opinion obtained in compliance with this article.
7. Restrictive covenants and other important stipulations associated with the transaction.
The calculation of the transaction amounts referred in this article shall be made in accordance with Article 6, paragraph 1 herein, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items that have been approved by the shareholders meeting or board of directors and recognized by the supervisors need not be counted toward the transaction amount.
Article 17	1. Matters not covered by this procedure shall be handled in accordance with relevant laws and the company's regulations. If the competent authority revises the procedures for the acquisition or disposal of assets, the company shall comply with the new directives.
2. This procedure, once approved by the company's Board of Directors, shall be submitted to the supervisors and reported to the shareholders' meeting for consent. The same applies to any amendments.	1. Matters not covered by this procedure shall be handled in accordance with relevant laws and the company's regulations. If the competent authority revises the procedures for the acquisition or disposal of assets, the company shall comply with the new directives.
2. This procedure, once approved by the company's Audit Committee and Board of Directors, shall be submitted to the supervisors and reported to the shareholders' meeting for consent. The same applies to any amendments.	Handled in accordance with practical operational needs
Article 18	This procedure was amended on June 11, 2025.	This procedure was amended on June 18, 2026.

[Annex X]

Comparison Table of Amendments to Procedures for Loaning Funds to Others

Article	BEFORE	AFTER	REASON
Article 3	1. The aggregate amount of funds loaned by the Company to others shall not exceed forty percent (40%) of the Company’s net worth as stated in the most recent financial statements audited or reviewed by a certified public accountant. The aggregate amount of funds loaned for short-term working capital needs shall not exceed twenty percent (20%) of the Company’s net worth as stated in the most recent financial statements audited or reviewed by a certified public accountant.	1. The aggregate amount of funds loaned by the Company to others shall not exceed forty percent (40%) of the Company’s net worth as stated in the most recent financial statements audited, reviewed, or certified by a certified public accountant. The aggregate amount of funds loaned for short-term working capital needs shall not exceed twenty percent (20%) of the Company’s net worth as stated in the most recent financial statements audited, reviewed, or certified by a certified public accountant.	Text revision
Article 5	2. For loaning of funds between the Company and its subsidiaries, or among subsidiaries, the board of directors of the loaning company may approve loaning to the same counterparty in installments or on a re-volving basis within a specific approved amount and for a period not exceeding one year. Except as provided under Article 10, Paragraph 3, the authorized loaning amount to a single enterprise shall not exceed ten percent (10%) of the loaning company’s net worth as shown in its most recent financial statements.	2. For loaning of funds between the Company and its subsidiaries, or among subsidiaries, the board of directors of the loaning company may approve loaning to the same counterparty in installments or on a re-volving basis within a specific approved amount and for a period not exceeding one year. Except as provided under Article 10, Paragraph 31, the authorized loaning amount to a single enterprise shall not exceed ten percent (10%) of the loaning company’s net worth as shown in its most recent financial statements.	Adjustment of clause sequence
Article 6	1. When applying for funds, the Borrower shall clearly state the purpose and necessity of the loan. The Finance Department shall determine whether to accept the application.	1. When applying for funds, the Borrower shall clearly state the purpose and necessity of the loan. The Finance Department shall determine whether to accept the application—conduct evaluation.	Handled in accordance with practical operational needs
Article 12	The Company’s internal auditors shall audit the Procedures for Loaning Funds to Others and their implementation at least quarterly and prepare written records thereof. Any material violations shall be promptly reported in writing to the supervisors.	The Company’s internal auditors shall audit the Procedures for Loaning Funds to Others and their implementation at least quarterly and prepare written records thereof. Any material violations shall be promptly reported in writing to the supervisors independent directors.	Handled in accordance with practical operational needs
Article 14	These Procedures shall become effective upon approval by the Board of Directors, submission to the supervisors, and approval by the shareholders’ meeting. The same shall apply to any amendments. Where any director raises an objection that is recorded or submitted in writing, the Company shall submit such objection to the supervisors and the shareholders’ meeting for discussion.	These Procedures shall become effective upon approval by the Audit Committee and Board of Directors, submission to the supervisors, and approval by the shareholders’ meeting. The same shall apply to any amendments. Where any director raises an objection that is recorded or submitted in writing, the Company may shall record any objections or qualified opinions in the minutes of the Board of Directors’ meeting, and shall submit such objection to the supervisors and the shareholders’ meeting for discussion.	Handled in accordance with practical operational needs
Article 19	These Procedures were adopted on June 24, 2020. The first amendment was made on June 28, 2023.	These Procedures were adopted on June 24, 2020. The first amendment was made on June 28, 2023. The first amendment was made on June 18, 2026.	Adjusted in accordance with the revision date

[Annex XI]

Comparison Table of Amendments to Procedures for Making of Endorsements/Guarantees

Article	BEFORE	AFTER	REASON
Article 4	3. The aggregate amount of endorsements and guarantees provided by the Company and its subsidiaries on a consolidated basis shall not exceed fifty percent (50%) of the Company’s net worth as shown in the most recent financial statements audited or reviewed by a certified public accountant.	3. The aggregate amount of endorsements and guarantees provided by the Company and its subsidiaries on a consolidated basis shall not exceed fifty percent (50%) of the Company’s net worth as shown in the most recent financial statements audited or reviewed by a certified public accountant.	Text revision and sequence consistency with these Procedures
Article 6	1. When applying for an endorsement or guarantee, the guaranteed company shall clearly explain the necessity and reasonableness thereof. The Finance Department shall determine whether to accept the application.
2. In addition to conducting credit investigation and risk assessment of the guaranteed company, the Finance Department shall assess the potential impact of the endorsement or guarantee on the Company’s operational risk, financial condition, and shareholders’ equity, and submit its assessment and opinions to the Board of Directors for approval.
3. Based on the credit rating of the guaranteed company, the Company may require the provision of promissory notes or collateral of equivalent value as security. The value of such collateral shall be assessed and determined by the Finance Department.
4. If the endorsement or guarantee counterparty is a subsidiary whose net worth is less than one-half of its paid-in capital, such subsidiary shall submit a plan and schedule for improving its net worth at the time of application. If its net worth still fails to exceed one-half of its paid-in capital upon completion of the plan, the endorsement or guarantee relationship shall be immediately terminated and reported to the supervisors and the Board of Directors.	1. When applying for an endorsement or guarantee, the guaranteed company shall clearly explain the necessity and reasonableness thereof. The Finance Department shall determine whether to accept the application conduct evaluation.
2. In addition to conducting credit investigation and risk assessment of the guaranteed company, the Finance Department shall assess the potential impact of the endorsement or guarantee on the Company’s operational risk, financial condition, and shareholders’ equity, and submit its assessment and opinions to the Board of Directors for approval.
3. Based on the credit rating of the guaranteed company, the Company may require the provision of promissory notes or collateral of equivalent value as security. The value of such collateral shall be assessed and determined by the Finance Department.
4. If the endorsement or guarantee counterparty is a subsidiary whose net worth is less than one-half of its paid-in capital, such subsidiary shall submit a plan and schedule for improving its net worth at the time of application. If its net worth still fails to exceed one-half of its paid-in capital upon completion of the plan, the endorsement or guarantee relationship shall be immediately terminated and reported to the supervisors independent directors and the Board of Directors.	Handled in accordance with practical operational needs
Article 7	1. Where a subsidiary that is not a domestic public company, or a company directly or indirectly held by such subsidiary, intends to provide endorsements or guarantees to others, the Company shall require the subsidiary to establish endorsement and guarantee procedures in accordance with these Procedures and submit them to the Company’s Board of Directors for recordation. For subsidiaries in which the	1. Where a subsidiary that is not a domestic public company, or a company directly or indirectly held by such subsidiary, intends to provide endorsements or guarantees to others, the Company shall require the subsidiary to establish endorsement and guarantee procedures in accordance with these Procedures and submit them to the Company’s Board of Directors for recordation. For subsidiaries in which the	Handled in accordance with practical operational needs

Article	BEFORE	AFTER	REASON
	Company directly or indirectly holds one hundred percent (100%) of the voting rights, the matter shall be submitted to the Company’s Board of Directors for recordation, and the Company shall handle announcement and reporting matters in accordance with these Procedures.	Company directly or indirectly holds one hundred percent (100%) of the voting rights, the matter shall be submitted to the Company’s Board of Directors for recordation, and the Company shall handle announcement and reporting matters in accordance with these Procedures.
Article 13	The Company shall establish a register recording details of endorsements and guarantees, including counterparties, amounts, dates of board approval or Chairman authorization, endorsement or guarantee dates, and other matters subject to prudent evaluation under these Procedures.
The Company’s internal auditors shall audit the endorsement and guarantee procedures and their implementation at least quarterly and prepare written records. Any material violations shall be promptly reported in writing to the supervisors.	The Company shall establish a register recording details of endorsements and guarantees, including counterparties, amounts, dates of board approval or Chairman authorization, endorsement or guarantee dates, and other matters subject to prudent evaluation under these Procedures.
The Company’s internal auditors shall audit the endorsement and guarantee procedures and their implementation at least quarterly and prepare written records. Any material violations shall be promptly reported in writing to the supervisors independent directors.	Handled in accordance with practical operational needs。
Article 15	Where an endorsement or guarantee counterparty originally complies with Article 2 but subsequently no longer meets the requirements, or where the endorsement or guarantee amount exceeds prescribed limits due to changes in calculation bases, a plan shall be formulated and submitted to the supervisors to eliminate the endorsement or guarantee amount or excess portion within a prescribed period, and reported to the Board of Directors.	Where an endorsement or guarantee counterparty originally complies with Article 2 but subsequently no longer meets the requirements, or where the endorsement or guarantee amount exceeds prescribed limits due to changes in calculation bases, a plan shall be formulated and submitted to the supervisors independent directors to eliminate the endorsement or guarantee amount or excess portion within a prescribed period, and reported to the Board of Directors.	Handled in accordance with practical operational needs。
Article 16	After being approved by the Board of Directors, these Procedures shall be submitted to each supervisor and presented to the shareholders’ meeting for approval and adoption. The same process shall apply to any amendments thereto. Where any director raises an objection with a record or written statement, the Company shall also forward the objection-related information to each supervisor and present it to the shareholders’ meeting for discussion.	After being approved by the Audit Committee and the Board of Directors, these Procedures shall be submitted to each supervisor and presented to the shareholders’ meeting for approval and adoption. The same process shall apply to any amendments thereto. Where any director raises an objection with a record or written statement, the Company may shall record any objections or qualified opinions in the minutes of the Board of Directors’ meeting, and shall submit such objection to the supervisors and the shareholders’ meeting for discussion. The matter shall be submitted to all supervisors and presented to the shareholders’ meeting and the Audit Committee for discussion.	Handled in accordance with practical operational needs。
Article 19	These Procedures were adopted on June 24, 2020.
The first amendment was made on June 28, 2023.	These Procedures were adopted on June 24, 2020.
The first amendment was made on June 28, 2023.
The second amendment was made on June 18, 2026.	Adjusted in accordance with the revision date。

[Annex XII]

Comparison Table of Amendments to Regulations Governing the Handling of Derivative Products Transactions

Article	BEFORE	AFTER	REASON
III. Trading Strategies	6. Public companies engaging in derivative products transactions shall establish a register re-cording the type and amount of derivative products transactions, dates of Board of Directors’ approval, and matters requiring prudent evaluation pursuant to Items 1-4, 1-5, and 4-3 of Section III, for inspection purposes.
7. Internal auditors of public companies shall periodically review the adequacy of internal controls over derivative products transactions and shall conduct monthly audits of the trading department’s compliance with handling procedures. Audit reports shall be prepared. Any material violations shall be reported in writing to the supervisors.	6. Public companies When engaging in derivative products transactions shall establish a register re-cording the type and amount of derivative products transactions, dates of Board of Directors’ approval, and matters requiring prudent evaluation pursuant to Items 1-4, 1-5, and 4-3 of Section III, for inspection purposes.
7. Internal auditors of public companies shall periodically review the adequacy of internal controls over derivative products transactions and shall conduct monthly audits of the trading department’s compliance with handling procedures. Audit reports shall be prepared. Any material violations shall be reported in writing to the supervisors independent directors.	Text revision & Handled in accordance with practical operational needs。
IV. Miscellaneous	These Regulations shall be implemented after approval by resolution of the Board of Directors and subsequent approval by the shareholders’ meeting. The same shall apply to any amendments hereto.
These Regulations were established on June 24, 2020.
The first amendment was adopted on June 28, 2023.	These Regulations shall be implemented after approval by resolution of the Audit Committee and Board of Directors and subsequent approval by the shareholders’ meeting. The same shall apply to any amendments hereto.
These Regulations were established on June 24, 2020.
The first amendment was adopted on June 28, 2023.
The second amendment was adopted on June 18, 2026.	Adjusted to align with current practices and the revision date.

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[Annex XIII]

Comparison Table of Amendments to Procedure for Election of Directors

Article	BEFORE	AFTER
Article 9	Before the election begins, the chair shall appoint a number of persons with shareholder status to perform the respective duties of vote monitoring and counting personnel. The ballot boxes shall be prepared by the board of directors and publicly checked by the vote monitoring personnel before voting commences.	Before the election begins, the chair shall appoint a number of persons with shareholder status to perform the respective duties of vote monitoring and counting personnel. The ballot boxes shall be prepared by the board of directors and publicly checked by the vote monitoring personnel before voting commences.
Where a shareholders’ meeting includes an agenda item for the election of directors and the number of candidates exceeds the number of seats to be elected, the chairperson should designate a lawyer, CPA, or notary public to serve as an inspector.
The persons designated by the chairperson pursuant to the preceding paragraph may not be those responsible for matters related to the voting procedures, nor may they be directors, managerial officers, or employees of the Company or its affiliated enterprises.
The inspectors shall supervise the voting and vote-counting process and shall sign the election result tally sheet.
Where inspectors are designated pursuant to paragraph 2 hereof, the minutes of the shareholders’ meeting shall record the inspectors’ names and titles.	Handled in accordance with practical operational needs

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[Annex XIV]

Comparison Table of Amendments to Rules of Procedure of Shareholders' Meeting

Article	BEFORE	AFTER	REASON
Article 3	...The company's shareholders' meeting shall be convened 20 days in advance for the regular shareholders' meeting and 10 days before the extraordinary shareholders' meeting, and all shareholders shall be notified in writing stating the date, location and reason for convening the meeting. After the company's shares are publicly issued, 30 days before the Company convenes a regular shareholders' meeting or 15 days before a special shareholders' meeting, the Company shall prepare electronic files of the meeting announcement, proxy form, explanatory materials relating to proposals for ratification, matters for deliberation, election or dismissal of Directors or Supervisors, and other matters on the shareholders' meeting agenda, and upload them to the MOPS. 21 days before the Company is to convene a regular shareholders' meeting, or 15 days before it convenes a special shareholders' meeting, it shall prepare an electronic file of the shareholders' meeting agenda handbook and the supplemental materials referred to in the preceding paragraph, and upload it to the MOPS. However, in the case of a company with paid-in capital of more than NT$10 billion on the last day of the most recent fiscal year, or in which the aggregate shareholding percentage of foreign investors and Mainland China investors reached 30% recorded in the shareholders' register at the time of the holding of a regular shareholders' meeting in the most recent fiscal year, it shall upload the aforesaid electronic file by 30 days prior to the day when the regular shareholders' meeting is to be held. When the Company will convene a shareholders' meeting, it shall, 15 days before the scheduled date of the shareholders' meeting, prepare the shareholders' meeting agenda handbook and supplemental materials and make them available for the shareholders to obtain and review at any time. In addition, the handbook shall be displayed at the Company and its stock registrar and transfer agent. The shareholders' meeting agenda handbook and supplemental materials under the preceding paragraph shall be provided for review by the shareholders by the following means on the date the shareholder's meeting is convened: I. If the company convenes a physical shareholder's meeting, it shall distribute them on-site at the shareholder's meeting. II. If the company convenes a hybrid shareholder's meeting, it shall distribute them on-site at the shareholder's meeting and upload the electronic files to the video conferencing platform. III. If the company convenes a virtual-only shareholder's meeting, it shall upload the electronic files to the video conferencing platform The cause(s) or subject(s) of the shareholders' meeting to be convened shall be indicated in the individual notice to be given to shareholders; and the notice may, as an alternative, be given through electronic transmission, after obtaining prior consent from the recipient(s) thereof. Pertaining to the election, supervisor or discharge of Directors, alteration of the Articles of Incorporation, reduction of capital, application for the approval of	...The company's shareholders' meeting shall be convened 20 days in advance for the regular shareholders' meeting and 10 days before the extraordinary shareholders' meeting, and all shareholders shall be notified in writing stating the date, location and reason for convening the meeting. After the company's shares are publicly issued, 30 days before the Company convenes a regular shareholders' meeting or 15 days before a special shareholders' meeting, the Company shall prepare electronic files of the meeting announcement, proxy form, explanatory materials relating to proposals for ratification, matters for deliberation, election or dismissal of Directors or Supervisors, and other matters on the shareholders' meeting agenda, as well as the shareholders' meeting agenda handbook and any supplementary meeting materials, and upload them to the MOPS. 1524 days before the Company is to convene a regular shareholders' meeting, or 15 days before it convenes a special shareholders' meeting, it shall prepare an electronic file of the shareholders' meeting agenda handbook and the supplemental materials referred to in the preceding paragraph, and upload it to the MOPS. However, in the case of a company with paid-in capital of more than NT$10 billion on the last day of the most recent fiscal year, or in which the aggregate shareholding percentage of foreign investors and Mainland China investors reached 30% recorded in the shareholders' register at the time of the holding of a regular shareholders' meeting in the most recent fiscal year, it shall upload the aforesaid electronic file by 30 days prior to the day when the regular shareholders' meeting is to be held. When the Company will convene a shareholders' meeting, it shall, 15 days before the scheduled date of the shareholders' meeting, prepare the shareholders' meeting agenda handbook and supplemental materials and make them available for the shareholders to obtain and review at any time. In addition, the handbook shall be displayed at the Company and its stock registrar and transfer agent. The shareholders' meeting agenda handbook and supplemental materials under the preceding paragraph shall be provided for review by the shareholders by the following means on the date the shareholder's meeting is convened: I. If the company convenes a physical shareholder's meeting, it shall distribute them on-site at the shareholder's meeting. II. If the company convenes a hybrid shareholder's meeting, it shall distribute them on-site at the shareholder's meeting and upload the electronic files to the video conferencing platform. III. If the company convenes a virtual-only shareholder's meeting, it shall upload the electronic files to the video conferencing platform The cause(s) or subject(s) of the shareholders' meeting to be convened shall be indicated in the individual notice to be given to shareholders; and the notice may, as an alternative, be given through electronic transmission, after obtaining prior consent from the recipient(s) thereof. Pertaining to the election, supervisor or discharge of	Text revisionand handled in accordance with practical operational needs。

Article	BEFORE	AFTER	REASON
	ceasing its status as a public company, approval of competing with the company by Directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, dissolution, merger, spin-off, or any matters as set forth in Paragraph 1, Article 185 of the Company Act, Articles 26-1 and 43-6 of the Securities and Exchange Act, and Article 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be itemized in the causes or subjects to be described and the essential contents shall be explained in the notice to convene a meeting of shareholders, and shall not be brought up as extemporary 100 motions.

Cause or subject for the shareholders’ meeting has been indicated as the election of Directors, supervisor, stipulating the date which the Directors assumed office, which shall not be changed by extemporary motions or other means after the election of Directors is completed. Shareholder(s) holding 1% or more of the total number of outstanding shares of a company may propose to the company a proposal for discussion at a regular shareholders’ meeting. The number of items so proposed is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. For any of the circumstances in Paragraph 4, Article 172-1 of the Company Act is satisfied, the Board of Directors of the company may not include the proposal in the list of proposals to be discussed. A shareholder proposal proposed for urging a company to promote public interests or fulfill its social responsibilities may still be included in the list of proposals. In accordance with Article 172-1 of the Company Act, the number of items so proposed is limited to one only, and no proposal containing more than one item will be included in the meeting agenda.

After the company’s shares are publicly issued · Prior to the date on which share transfer registration is suspended before the convention of a regular shareholders’ meeting, the company shall give a public notice announcing acceptance of proposal in writing or by way of electronic transmission, the place and the period for shareholders to submit proposals to be discussed at the meeting. The period for accepting such proposals shall not be less than ten (10) days.

The shareholder who has submitted a proposal shall attend, in person or by a proxy, the regular shareholders’ meeting at which his proposal is to be discussed and shall participate in the discussion of such proposal.

The company shall, prior to preparing and delivering the shareholders’ meeting notice, inform, by a notice, all the proposal submitting shareholders of the proposal screening results, and shall list in the shareholders’ meeting notice the proposals conforming to the requirements set out in this Article. With regard to the proposals submitted by shareholders but not included in the agenda of the meeting, the cause of exclusion of such proposals and explanation shall be made by the Board of Directors at the shareholders’ meeting to be convened | Directors, alteration of the Articles of Incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by Directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, dissolution, merger, spin-off, or any matters as set forth in Paragraph 1, Article 185 of the Company Act, Articles 26-1 and 43-6 of the Securities and Exchange Act, and Article 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be itemized in the causes or subjects to be described and the essential contents shall be explained in the notice to convene a meeting of shareholders, and shall not be brought up as extemporary 100 motions.

The company shall, prior to preparing and delivering the shareholders’ meeting notice, inform, by a notice, all the proposal submitting shareholders of the proposal screening results, and shall list in the shareholders’ meeting notice the proposals conforming to the requirements set out in this Article. With regard to the proposals submitted by shareholders but not included in the agenda of the meeting, the cause of exclusion of such proposals and explanation shall be made by the Board of Directors at the shareholders’ meeting to be convened | |
| Article 5 | The venue for the shareholders’ meeting shall be within the Company’s premises or a place easily accessible to shareholders and suitable for a shareholders’ meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m.. After the company establishes independent directors, taking into full consideration each Independent Director’s opinions for the venue and time | The venue for the shareholders’ meeting shall be within the Company’s premises or a place easily accessible to shareholders and suitable for a shareholders’ meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. After the company establishes independent directors, taking into full consideration each Independent Director’s opinions for the venue and time | Handled in accordance with practical operational needs · |

Article	BEFORE	AFTER	REASON
	of the shareholders’ meeting.
The venue will not be restricted by Article 4 of the Rules and Procedure of Shareholders’ Meeting when the shareholders’ meeting is held via video conferencing.	of the shareholders’ meeting.
The venue will not be restricted by Article 4 of the Rules and Procedure of Shareholders’ Meeting when the shareholders’ meeting is held via video conferencing.
Article 6	...
The Company shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in. The Company shall furnish attending shareholders with the meeting agenda book, Annual Report, attendance card, speaker’s slips, voting slips, and other meeting materials. Where there is an election of Directors or Supervisors, pre-printed ballots shall also be furnish Solicitors soliciting proxy forms shall also bring identification documents for verification. When the government or a juristic person is a shareholder, it may be represented by more than one Representative at a shareholders’ meeting. When a juristic person is appointed to attend as a proxy, only one person may be designated to represent in the meeting...	...
The Company shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in. The Company shall furnish attending shareholders with the meeting agenda book, Annual Report, attendance card, speaker’s slips, voting slips, and other meeting materials. Where there is an election of Directors or Supervisors, pre-printed ballots shall also be furnish Solicitors soliciting proxy forms shall also bring identification documents for verification. When the government or a juristic person is a shareholder, it may be represented by more than one Representative at a shareholders’ meeting. When a juristic person is appointed to attend as a proxy, only one person may be designated to represent in the meeting...	Handled in accordance with practical operational needs。
Article 7	...
Where a shareholders’ meeting is convened by the Board of Directors, The chairman shall hold the meeting personally, at least half of the directors on the Board, one supervisor, and at least one representative from each type of functional committee shall attend the meeting, and With at least one member from the audit committee attending, and the attendance shall be recorded in the minutes of the general meeting.	...
Where a shareholders’ meeting is convened by the Board of Directors, The chairman shall hold the meeting personally, at least half of the directors on the Board, one supervisor independent director, and at least one representative from each type of functional committee shall attend the meeting, and With at least one member from the audit committee attending, and the attendance shall be recorded in the minutes of the general meeting.	Handled in accordance with practical operational needs。
Article 13	...
Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the Chairperson, provided that all monitoring personnel shall be the Company’s shareholders.
...	...
Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the Chairperson, provided that all monitoring personnel shall be the Company’s shareholders.
Where a shareholders’ meeting includes an agenda item for the election of directors and the number of candidates exceeds the number of seats to be elected, an agenda item for the dismissal of directors, or any proposal prescribed under Article 185 or Article 316 of the Company Act; Articles 18, 27, 29, or 35 of the Business Mergers and Acquisitions Act; or Article 24, paragraph 2, subparagraph 1 of the Financial Holding Company Act, the chairperson should designate a lawyer, CPA, or notary public to act as an inspector.
The persons designated by the chairperson pursuant to the preceding paragraph may not be those responsible for matters related to the voting procedures, nor may they be directors, managerial officers, or employees of the Company or its affiliated enterprises.
The inspectors shall supervise the voting and ballot-counting process and shall sign the election result tally sheet.
Where inspectors are designated pursuant to paragraph 8 hereof, the minutes of the shareholders’ meeting shall record the inspectors’ names and titles.	Adjusted in compliance with changes to applicable laws and regulations.
Article 14	When the shareholders’ meeting elects directors and supervisors, it shall be conducted in accordance with the relevant election regulations set by the company, and the election results shall be announced on the spot, including the list of elected directors and supervisors and their voting rights, as well as the list of unsuccessful directors and supervisors and their voting rights. Number.	When the shareholders’ meeting elects directors and supervisors, it shall be conducted in accordance with the relevant election regulations set by the company, and the election results shall be announced on the spot, including the list of elected directors and supervisors and their voting rights, as well as the list of unsuccessful directors and supervisors and their voting rights. Number.	Handled in accordance with practical operational needs。
Article 15	Resolutions adopted at a shareholders’ meeting shall be recorded in the meeting minutes, signed or sealed by the Chairman of the shareholders’ meeting, and distributed to	Resolutions adopted at a shareholders’ meeting shall be recorded in the meeting minutes, signed or sealed by the Chairman of the shareholders’ meeting, and distributed to	Handled in accordance with practical operational

Article	BEFORE	AFTER	REASON
	the shareholders within 20 days after the meeting. The production and distribution of proceedings could be made in electronic form. After the public offering of the Company’s stocks, the distribution of the former proceedings shall be made by the Company by way of a public announcement on the MOPS.
The minutes of the shareholders’ meeting shall record the date and place of the meeting, the Chairman’s name, the method of adopting resolutions, and a summary of the essential points of the proceedings and the results of the meeting (including the number of votes). When Directors or supervisors are elected, the number of votes for each candidate shall be disclosed. The minutes shall be kept persistently throughout the life of the Company. If the shareholders’ meeting is held via video conferencing, the minutes of the shareholders’ meeting shall record the important matters stipulated in the preceding paragraph, the duration, date and location of the shareholders’ meeting, and the name of the chair and the minutes taker, as well as incorporate associated matters in their shareholder meeting notice, including shareholders’ participation methods and ways of exercising their rights, countermeasures against virtual meeting failures caused by natural disasters, unforeseen incidents or other force majeure events. When the company convenes a virtual-only shareholders’ meeting, in addition to complying with the requirements in the preceding paragraph, the company shall specify in the meeting minutes the alternative measures made available to shareholders who have difficulty taking part in the shareholders’ meeting. The minutes of the meeting stated that there are alternative measures provided by shareholders who have difficulty participating in video conferences.	the shareholders within 20 days after the meeting. The production and distribution of proceedings could be made in electronic form. After the public offering of the Company’s stocks, the distribution of the former proceedings shall be made by the Company by way of a public announcement on the MOPS.
minutes of the shareholders’ meeting shall record the date and place of the meeting, the Chairman’s name, the method of adopting resolutions, and a summary of the essential points of the proceedings and the results of the meeting (including the number of votes). When Directors or supervisors are elected, the number of votes for each candidate shall be disclosed. The minutes shall be kept persistently throughout the life of the Company. If the shareholders’ meeting is held via video conferencing, the minutes of the shareholders’ meeting shall record the important matters stipulated in the preceding paragraph, the duration, date and location of the shareholders’ meeting, and the name of the chair and the minutes taker, as well as incorporate associated matters in their shareholder meeting notice, including shareholders’ participation methods and ways of exercising their rights, countermeasures against virtual meeting failures caused by natural disasters, unforeseen incidents or other force majeure events. When the company convenes a virtual-only shareholders’ meeting, in addition to complying with the requirements in the preceding paragraph, the company shall specify in the meeting minutes the alternative measures made available to shareholders who have difficulty taking part in the shareholders’ meeting. The minutes of the meeting stated that there are alternative measures provided by shareholders who have difficulty participating in video conferences.	needs。
Article 21	...
When the shareholders’ meeting is postponed or reconvened in accordance with Paragraph 2, the voting results of Director or supervisor election results shall be announced, without further discussions and resolutions after voting and vote counting...	...
When the shareholders’ meeting is postponed or reconvened in accordance with Paragraph 2, the voting results of Director or supervisor election results shall be announced, without further discussions and resolutions after voting and vote counting.
...	Handled in accordance with practical operational needs。

[Annex XV]

PELL BIO-MED TECHNOLOGY CO., LTD

Details of the positions for which directors are exempt from non-compete restrictions.

Job Title	Name	Concurrent positions in other companies
Chairman and General Manager	Lin, Cheng-Long	Chairman and CSO, Taiwan Cell Manufacturing Co., Ltd.
Chairman and General Manager, Passion BioMed International Co., Ltd.
Chairman and Executive Director, Peptide (Shanghai) Pharmaceutical Technology Co., Ltd.
Director, PECER BIO-MEDICAL TECHNOLOGY INCORPORATED

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【Appendix I】

Pell Bio-Med Technology Co., Ltd.
Rules of Procedure for Shareholders’ Meeting (Before Amendment)

Article 1
To establish a strong governance system and sound supervisory capabilities for the Company’s shareholders’ meetings, and to strengthen management capabilities, these Rules are adopted pursuant to Article 5 of Corporate Governance Best Practice Principles for TWSE/TPEx Listed. Companies.

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

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

When a company convenes a video meeting of shareholders, unless otherwise specified in the stock affairs management standards of a company that publicly issues shares, it should be stated in the articles of association and approved by the board of directors, and the video meeting of shareholders should be approved by the board of directors with the attendance and attendance of more than two-thirds of the directors. The resolution shall be carried out if approved by more than half of the directors. Changes in the method of convening shareholders’ meetings must be approved by the board of directors and must be made no later than before the notice of the shareholders’ meeting is sent.

The company’s shareholders’ meeting shall be convened 20 days in advance for the regular shareholders’ meeting and 10 days before the extraordinary shareholders’ meeting, and all shareholders shall be notified in writing stating the date, location and reason for convening the meeting. After the company’s shares are publicly issued, 30 days before the Company convenes a regular shareholders’ meeting or 15 days before a special shareholders’ meeting, the Company shall prepare electronic files of the meeting announcement, proxy form, explanatory materials relating to proposals for ratification, matters for deliberation, election or dismissal of Directors or Supervisors, and other matters on the shareholders’ meeting agenda, and upload them to the MOPS. 21 days before the Company is to convene a regular shareholders’ meeting, or 15 days before it convenes a special shareholders’ meeting, it shall prepare an electronic file of the shareholders’ meeting agenda handbook and the supplemental materials referred to in the preceding paragraph, and upload it to the MOPS. However, in the case of a company with paid-in capital of more than NT$10 billion on the last day of the most recent fiscal year, or in which the aggregate shareholding percentage of foreign investors and Mainland China investors reached 30% recorded in the shareholders’ register at the time of the holding of a regular shareholders’ meeting in the most recent fiscal year, it shall upload the aforesaid electronic file by 30 days prior to the day when the regular shareholders’ meeting is to be held. When the Company will convene a shareholders’ meeting, it shall, 15 days before the scheduled date of the shareholders’ meeting, prepare the shareholders’ meeting agenda handbook and supplemental materials and make them available for the shareholders to obtain and review at any time. In addition, the handbook shall be displayed at the Company and its stock registrar and transfer agent.

The shareholders’ meeting agenda handbook and supplemental materials under the preceding paragraph shall be provided for review by the shareholders by the following means on the date the shareholder’s meeting is convened:

I. If the company convenes a physical shareholder’s meeting, it shall distribute them on-site at the shareholder’s meeting.

II. If the company convenes a hybrid shareholder’s meeting, it shall distribute them on-site at the shareholder’s meeting and upload the electronic files to the video conferencing platform.

III. If the company convenes a virtual-only shareholder’s meeting, it shall upload the electronic files to the video conferencing platform

The cause(s) or subject(s) of the shareholders' meeting to be convened shall be indicated in the individual notice to be given to shareholders; and the notice may, as an alternative, be given through electronic transmission, after obtaining prior consent from the recipient(s) thereof.

Pertaining to the election supervisor or discharge of Directors, alteration of the Articles of Incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by Directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, dissolution, merger, spin-off, or any matters as set forth in Paragraph 1, Article 185 of the Company Act, Articles 26-1 and 43-6 of the Securities and Exchange Act, and Article 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be itemized in the causes or subjects to be described and the essential contents shall be explained in the notice to convene a meeting of shareholders, and shall not be brought up as extemporary 100 motions. Cause or subject for the shareholders' meeting has been indicated as the election of Directors supervisor, stipulating the date which the Directors assumed office, which shall not be changed by extemporary motions or other means after the election of Directors is completed.

Shareholder(s) holding 1% or more of the total number of outstanding shares of a company may propose to the company a proposal for discussion at a regular shareholders' meeting. The number of items so proposed is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. For any of the circumstances in Paragraph 4, Article 172-1 of the Company Act is satisfied, the Board of Directors of the company may not include the proposal in the list of proposals to be discussed. A shareholder proposal proposed for urging a company to promote public interests or fulfill its social responsibilities may still be included in the list of proposals. In accordance with Article 172-1 of the Company Act, the number of items so proposed is limited to one only, and no proposal containing more than one item will be included in the meeting agenda.

After the company's shares are publicly issued, Prior to the date on which share transfer registration is suspended before the convention of a regular shareholders' meeting, the company shall give a public notice announcing acceptance of proposal in writing or by way of electronic transmission, the place and the period for shareholders to submit proposals to be discussed at the meeting. The period for accepting such proposals shall not be less than ten (10) days.

The shareholder who has submitted a proposal shall attend, in person or by a proxy, the regular shareholders' meeting at which his proposal is to be discussed and shall participate in the discussion of such proposal.

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

Article 4 For each shareholders' meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the Company and stating the scope of the proxy's authorization.

A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders' meeting, and shall deliver the proxy form to the Company 5 days before the date of the shareholders' meeting. When duplicate proxy forms are delivered, the one received shall prevail, unless a declaration is made to cancel the previous proxy appointment.

After a proxy form has been delivered to the Company, if the shareholder intends to attend the meeting in person or exercise voting rights by traditional correspondence or electronically, a written notice of proxy cancellation shall be submitted to the Company 2 business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.

After a proxy form has been delivered to the Company, if the shareholder intends to attend the

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meeting via video conference, a written notice of proxy cancellation shall be submitted to the Company 2 business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.

Article 5

The venue for the shareholders’ meeting shall be within the Company’s premises or a place easily accessible to shareholders and suitable for a shareholders’ meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m.. After the company establishes independent directors, taking into full consideration each Independent Director’s opinions for the venue and time of the shareholders’ meeting.

The venue will not be restricted by Article 4 of the Rules and Procedure of Shareholders’ Meeting when the shareholders’ meeting is held via video conferencing.

Article 6

The Company shall specify in its notice of shareholders’ meeting the time during which the attendance registrations of the shareholder, proxy solicitor, and proxy agent (hereinafter referred to as the shareholders) will be accepted, the place to register for attendance, and other matters for attention. The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place where attendance registrations are accepted shall be clearly marked, with a sufficient number of suitable personnel assigned to handle the registrations. The virtual meeting shall only accept shareholder register in 30 minutes before the meeting is called to order, and shareholders who completed the registration shall be deemed to have attended the said shareholders meeting in person.

Shareholders shall attend the shareholders’ meetings based on attendance cards, sign in cards, or other certificates of attendance. The Company may not arbitrarily add requirements for other documents beyond those showing proof of attendance presented by shareholders.

The Company shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in. The Company shall furnish attending shareholders with the meeting agenda book, Annual Report, attendance card, speaker’s slips, voting slips, and other meeting materials. Where there is an election of Directors or Supervisors, pre-printed ballots shall also be furnished. Solicitors soliciting proxy forms shall also bring identification documents for verification. When the government or a juristic person is a shareholder, it may be represented by more than one Representative at a shareholders’ meeting. When a juristic person is appointed to attend as a proxy, only one person may be designated to represent in the meeting.

If the shareholders’ meeting is held by video conferencing, and the shareholders intends to attend the virtual meeting, he/she/it shall register with the company 2 days prior to the scheduled meeting date of the shareholders’ meeting.

The shareholders’ meeting is held by video conferencing, the company shall upload the meeting agenda, Annual Report and other relevant information to the videoconferencing platform at least 30 minutes prior to the time the meeting commences, and this information shall be disclosed until the end of the meeting.

Article 6-1

To convene a virtual shareholders’ meeting, the Company shall include the following particulars in the shareholders’ meeting notice:

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

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

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

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

(III) In case of a hybrid shareholders’ meeting, when the virtual meeting cannot be continued, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders’ meeting online, meets the minimum legal requirement for a shareholder meeting, then the shareholders’ meeting shall continue.

The shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, and the shareholders attending the virtual meeting online shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders' meeting.

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

III. To convene a virtual-only shareholders' meeting, appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders' meeting online shall be specified. Except for the circumstances stipulated in Paragraph 6 of Article 44-9 of the Standards for Handling Stock Affairs of Companies with Public Issuance of Stocks, shareholders should at least be provided with connection equipment and necessary assistance, and the period during which shareholders can apply to the company and other relevant matters should be noted. matter.

Article 7 The company's shareholders' meeting shall be chaired by the company's chairman. If the chairman is unable to attend for any reason, the chairman shall designate a director to act as his proxy. If no appointment is made, the directors shall nominate one person to act as his proxy.

When a director serves as Chair, as referred to in the preceding paragraph, the director shall be one who has held that position for six months or more and who understands the financial and business conditions of the company. The same shall be true for a representative of a juristic person director that serves as Chair.

Where a shareholders' meeting is convened by the Board of Directors, The chairman shall hold the meeting personally, at least half of the directors on the Board shall attend the meeting, and With at least one member from the audit committee attending, and the attendance shall be recorded in the minutes of the general meeting.

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

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

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

The recorded materials of the preceding paragraph shall be retained for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.

If the shareholders' meeting is held by video conferencing, the company should record signups, registration, check-ins, raising questions, voting, ballot counting, and conduct audio or video recording throughout the entire virtual meeting.

The company shall retain the above-mentioned information and audio/video recordings within the duration period, and the audio or video recordings of the shareholders' meeting shall be provided to the shareholder services agencies for record retention.

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

Article 9 Attendance at shareholders' meetings shall be calculated based on the number of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in, and the shares checked in on the virtual meeting platform, plus the number of shares whose voting rights are exercised by correspondence or electronically. The chair shall call the meeting to order at the appointed meeting time and disclose information concerning the number of nonvoting shares and the number of shares represented by shareholders attending the meeting. However, when the attending shareholders do not represent the 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

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more than 1 hour, may be made.

If the quorum is not met after two postponements, and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned. Where a shareholders' meeting is held via video conferencing, the company shall also announce the adjournment of the meeting on the video-conferencing platform. If the quorum is not met after two postponements as referred to in the preceding paragraph. Still, the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Paragraph 1, Article 175 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders' meeting shall be convened within 1 month. Where a shareholders' meeting is held via video conferencing, the shareholders who wish to participate through video conferencing shall re-register according to Article 6 of the Rules and Procedure of Shareholders' Meeting.

When, prior to the 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 during the shareholders' meeting pursuant to Article 174 of the Company Act.

Article 10

If a shareholders' meeting is convened by the Board of Directors, the meeting agenda shall be set by the Board of Directors. Votes shall be cast on each separate proposal in the agenda (including extraordinary motions and amendments to the original proposals set out in the agenda). The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders' meeting.

The provisions of the preceding paragraph apply mutatis mutandis to a shareholders' meeting convened by a party with the power to convene that is not the Board of Directors.

The Chair may not declare the meeting adjourned prior to completion of deliberation on the preceding two paragraphs' meeting agenda (including extraordinary motions), except by a resolution of the shareholders' meeting. If the Chair declares the adjournment of the meeting in a manner in violation of such rules governing the proceedings of meetings, a new Chairman of the meeting may be elected by a resolution to be adopted by a majority of the voting rights represented by the shareholders attending the said meeting to continue the proceedings of the meeting.

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

Article 11

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

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

With the Chair's consent, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.

When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the Chair's consent and the shareholder that has the floor; the Chair shall stop any violation.

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

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

Where the shareholders' meeting is held by video conferencing, the shareholders may type their questions on the video-conferencing platform after the chair calls the meeting to order and before it is adjourned. A shareholder may not speak more than twice on the same proposal,

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while a single speech may not exceed 200 words, and paragraphs 1 to 5 hereof do not apply. If questions mentioned in the preceding paragraph do not violate the regulations nor exceed the scope of the agenda, they shall be disclosed on the videoconferencing platform for public notice.

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

With respect to resolutions of shareholders' meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.

When a shareholder has an interest concerning an agenda item, and there is the likelihood that such a relationship would prejudice the Company's interests, that shareholder may not vote on that item and may not exercise voting rights as a proxy for any other shareholder.

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

With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as a proxy by two or more shareholders, the voting rights represented by that proxy may not exceed 3% of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights are in the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.

Article 13 A shareholder, unless otherwise stipulated in Paragraph 2, Article 179 of the Company Act relating to the circumstances of having no voting right, shall have one voting right in respect of each share in his/her/its possession.

Except as otherwise provided in the Company Act and the Company's Articles of Incorporation, the passage of a proposal shall require an affirmative vote of the 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. When there is an amendment or an alternative to a proposal, the Chair shall 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 Chairperson, provided that all monitoring personnel shall be the Company's shareholders. Vote counting shall be conducted in public at the place of the shareholders' meeting. The results of the voting, shall be announced on-site at the meeting, and a record made of the vote. The voting power at a shareholders' meeting may be exercised in writing or by way of electronic transmission, provided, however, that the method for exercising the voting power shall be described in the shareholders' meeting notice to be given to the shareholders if the voting power will be exercised in writing or by way of electronic transmission. A shareholder who exercises his/her/its voting power at a shareholders meeting in writing or by way of electronic transmission as set forth in the preceding Paragraph shall be deemed to have attended the said shareholders' meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to the original proposals of that meeting.

In case a shareholder elects to exercise his/her/its voting power in writing or by way of electronic transmission, his/her/its declaration of intention shall be served to the company no later than the second day prior to the scheduled meeting date of the shareholders' meeting, whereas if two or more declarations of the same intention are served to the company, the first declaration of such intention received shall prevail; unless an explicit statement to revoke the previous declaration is made in the declaration, which comes later.

In case a shareholder who has exercised one's voting power in writing or by way of electronic transmission intends to attend the shareholders' meeting in person, the shareholder, at least 2 days prior to the meeting date of the scheduled shareholders' meeting and in the same manner

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previously used in exercising one's voting power, serve a separate declaration of intention to rescind one's previous declaration of intention made in exercising the voting power. In the absence of a timely rescission of the previous declaration of intention, the voting power exercised in writing or by way of electronic transmission shall prevail. In case a shareholder has exercised one's voting power in writing or by way of electronic transmission and has also authorized a proxy to attend the shareholders' meeting on one's behalf. The voting power exercised by the authorized proxy for the said shareholder shall prevail. When the Company convenes a virtual shareholders' meeting, after the chair declares the meeting open, shareholders attending the meeting online shall cast votes on proposals and elections on the virtual meeting platform before the chair announces the voting session ends or will be deemed abstained from voting. If the shareholders' meeting is held by video conference, after the chair announces the end of voting, followed by ballot counting, the election results shall be announced. When the company convenes physical shareholder meetings with video conferencing as assistance, the shareholder who have registered to attend the shareholders' meeting by video-conferencing in accordance with Article 6 hereof, but intends to attend the physical shareholders' meeting in person, shall cancel the registration in the same manner previously used for the register for participation 2 business days before the meeting date. In the absence of a timely rescission, the shareholder shall be deemed as only attending the virtual meeting. In case a shareholder elects to exercise his/her/its voting power in writing or by way of electronic transmission without rescinding his/her/its previous declaration of intention, and participated in the shareholders' meeting by video conferencing, he/she/it shall, apart from extemporary motion(s), neither exercise his/her/its voting power on the original proposal(s), nor suggest amendments to original proposal(s), nor exercise his/her/its voting power for the amendment(s) to the contents of the original proposal(s).

Article 14 When the shareholders' meeting elects directors and supervisors, it shall be conducted in accordance with the relevant election regulations set by the company, and the election results shall be announced on the spot, including the list of elected directors and supervisors and their voting rights, as well as the list of unsuccessful directors and supervisors and their voting rights. Number.

Article 15 Resolutions adopted at a shareholders' meeting shall be recorded in the meeting minutes, signed or sealed by the Chairman of the shareholders' meeting, and distributed to the shareholders within 20 days after the meeting. The production and distribution of proceedings could be made in electronic form. After the public offering of the Company's stocks, the distribution of the former proceedings shall be made by the Company by way of a public announcement on the MOPS. The minutes of the shareholders' meeting shall record the date and place of the meeting, the Chairman's name, the method of adopting resolutions, and a summary of the essential points of the proceedings and the results of the meeting (including the number of votes). When Directors are elected, the number of votes for each candidate shall be disclosed. The minutes shall be kept persistently throughout the life of the Company. If the shareholders' meeting is held via video conferencing, the minutes of the shareholders' meeting shall record the important matters stipulated in the preceding paragraph, the duration, date and location of the shareholders' meeting, and the name of the chair and the minutes taker, as well as incorporate associated matters in their shareholder meeting notice, including shareholders' participation methods and ways of exercising their rights, countermeasures against virtual meeting failures caused by natural disasters, unforeseen incidents or other force majeure events. When the company convenes a virtual-only shareholders' meeting, in addition to complying with the requirements in the preceding paragraph, the company shall specify in the meeting minutes the alternative measures made available to shareholders who have difficulty taking part in the shareholders' meeting. The minutes of the meeting stated that there are alternative measures provided by shareholders who have difficulty participating in video conferences.

Article 16 The number of shares acquired by the solicitor, the number of shares represented by the entrusted agent, and the number of shares in attendance exercised in writing or by way of electronic transmission shall be statistically disclosed in the prescribed format at the shareholders' meeting. If the shareholders' meeting is held by video conferencing, the company

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shall upload the meeting agenda, Annual Report and other relevant information to the video-conferencing platform at least 30 minutes prior to the time the meeting commences, and this information shall be disclosed until the end of the meeting.

If the Company convenes a shareholders’ meeting with video conferencing, when the meeting is called to order, the total number of shares represented by shareholders attending the meeting shall be disclosed on the video conferencing platform. The same shall apply whenever a new tally of the total number of shares represented at the meeting and the number of voting rights thereof is made during the meeting.

If the resolutions of the shareholders’ meeting include material information as stipulated in the laws and regulations of the TWSE (TPEx), the Company shall disclose the content to MOPS within the given time.

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

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

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

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

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

If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders’ meeting may adopt a resolution to resume the meeting at another venue.

A resolution may be adopted at a shareholders’ meeting to defer or resume the meeting within 5 days in accordance with Article 182 of the Company Act.

Article 19 When the shareholders’ meeting is held by video conferencing, the Company shall immediately disclose the voting and election results on the video-conferencing platform in accordance with relevant regulations, and this information shall be disclosed for at least 15 minutes after the adjournment of the meeting.

Article 20 When the company holds the shareholders’ meeting via video-conferencing, the chairman and the minutes taker shall be at the same place, and the chairman should announce the address of the place during the meeting.

Article 21 When the shareholders’ meeting is held by video-conferencing, the company may provide relevant services for shareholders to test the connectivity before the meeting, and timely handle problems in technical communication before and during the shareholders’ meeting. Apart from the matters stipulated in Paragraph 4, Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies that do not need to postpone or reconvene the meeting, when the virtual meeting is called to order, the chair shall separately announce, before the adjournment of the meeting, the associated matters in their shareholder meeting notice, including shareholders’ participation methods and ways of exercising their rights, countermeasures against virtual meeting failures caused by natural disasters, unforeseen incidents, or other force majeure events which lasts for more than 30 minutes, they need to postpone or reconvene meetings within 5 days. The provisions of Article 182 of the Company Act shall not apply. When a company postpones or reconvenes a meeting under the preceding paragraph, shareholders not having registered to attend the affected virtual shareholders’ meeting shall not attend the postponed or resumed session. When a company postpones or reconvenes a meeting under paragraph 2, shareholders who registered to take part by video conferencing in the originally scheduled shareholders’ meeting and completed sign-in, but do not participate in the postponed or reconvened meeting, the number of shares represented by

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them and voting rights and election rights exercised by them shall be counted toward the total number of shares, number of voting rights and number of election rights of shareholders represented at the postponed or reconvened meeting. When the shareholders’ meeting is postponed or reconvened in accordance with Paragraph 2, the voting results or Director election results shall be announced, without further discussions and resolutions after voting and vote counting. When inability to continue video conferencing as set out in paragraph 2 occurs at a hybrid shareholders’ meeting convened by the company, if the total number of shares represented at the shareholders’ meeting after deduction of the number of shares represented through attendance by video conferencing still reaches the legal quorum for convening of the shareholders’ meeting, the shareholders’ meeting shall continue in session, without need to postpone or reconvene the meeting as set out in paragraph 2. When a company postpones or reconvenes a shareholders’ meeting as set out in paragraph 1, no redundant discussion or resolution is required for proposals, or for lists of elected Directors and Supervisors, for which the votes have already been cast and counted and the results have been announced. The company shall postpone the meeting or reconvene the meeting in accordance with Paragraph 2 hereof, and preliminary works shall be based on the date of the original shareholders’ meeting and the provisions set forth in Paragraph 7, Article 44-20 of the Company Act and the Regulations Governing the Administration of Shareholder Services of Public Companies. During the period as fixed in the second half of Article 12 and Paragraph 3, Article 13 of the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, and Paragraph 2, Article 44-5, Article 44-15 and Paragraph 1, Article 44-17 of the Company Act and the Regulations Governing the Administration of Shareholder Services of Public Companies, the company shall postpone the meeting or reconvene the meeting in accordance with Paragraph 2 hereof.

Article 22 When the shareholders’ meeting is held via video-conferencing, the company shall provide proper alternative measures for shareholders who have difficulty attending shareholder meetings virtually.

Article 23 These Rules, and any amendments hereto, shall be implemented after adoption by shareholders’ meetings.

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【Appendix II】

Pell Bio-Med Technology Co., Ltd.

Company's Articles of Incorporation (Before Amendment)

CHAPTER I GENERAL PRINCIPLES

Article 1 The Corporation shall be incorporated, as a company limited by shares, under the Company Law of the Republic of China, and its name shall be 沛庸生技醫藥股份有限公司 in the Chinese language, and PELL BIO-MED TECHNOLOGY CO., LTD. In the English language.

Article 2 The business scope of the company includes:
1. IG01010 Biotechnology service industry
2. IC01010 Drug Inspection Industry
3. F601010 Intellectual property rights
4. I103060 Management consulting industry
5. I199990 Other consulting services
6. IZ12010 Human Resources Dispatch Industry
7. F401010 International Trade Industry
8. F108021 Western medicine wholesale industry
9. F208021 Western medicine retail industry
10. F108031 Medical equipment wholesale industry
11. F208031 Medical equipment retail industry
12. F208050 Retail trade of Class B patent medicines
13. F108040 Cosmetics wholesale industry
14. F208040 Cosmetics retail industry
15. JE01010 Leasing industry
16. ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.

Article 2-1 This Company may make endorsements or issue guarantees.

Article 3 The company establishes its headquarters in Taipei City, Taiwan, Republic of China. With the approval of the board of directors, it may establish branch offices domestically and internationally as necessary.

Article 4 Public announcements of the Corporation shall be made in accordance with the Company Law of the Republic of China of Article 28.

CHAPTER II SHARE

Article 5 The total amount of this Company capital stock is NT$ 1,000,000,000 divided into 100,000,000 shares at par value of NT$10 per share, within which the board of directors is authorized to issue shares in installments. Among them, 10,000,000 shares are reserved with total capital for the issuance of employee stock option certificates. The shares purchased by the company in accordance with the law may be transferred to those to whom employee stock option certificates are issued, those to whom new shares with restricted employee rights are issued, and those to whom new shares are purchased and issued may include employees of controlling or affiliated companies who meet certain conditions, and such certain conditions are determined by Set by the board of directors.

Article 6 The shares issued by this company are exempted from printing stock certificates and registration must be registered with the centralized securities custody institution.

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Article 7 Changes to the shareholder list may be made within 60 days before the shareholders' regular meeting, 30 days before the shareholders' extraordinary meeting, or within five days before the base date when the company decides to distribute dividends, bonuses or other benefits.

Article 8 The company's stock affairs will be handled in accordance with the "Stock Affairs Handling Guidelines for Companies with Public Issuance of Stocks" promulgated by the competent authority.

CHAPTER III SHAREHOLDERS' MEETINGS

Article 9 The company's shareholders' meetings are divided into the following two types:

regular meetings, convened by the board of directors in accordance with laws at least once a year and shall convene regular meetings within six months after the close of each fiscal year.
special meetings, whenever deemed necessary in accordance with the law.

The shareholders' meeting can be held by means of visual communication network or other methods promulgated by the central competent authority.

When a shareholders' meeting is held by video conference, shareholders participating in the meeting via video conference are deemed to be present in person.

Article 10 If the shareholders' meeting is convened by the board of directors, the chairman shall handle it in accordance with the provisions of Article 208 of the Company Law; if it is convened by another person with convening authority other than the board of directors, the chairman shall be the person with the convening authority. If there are two or more people with convening authority, One person should be recommended from each other to take charge.

Article 11 If a shareholder is unable to attend the shareholders' meeting in person for some reason, he or she must issue a power of attorney issued by the company stating the scope of authorization and appoint a proxy to attend the shareholders' meeting.

The method for shareholders to attend by proxy shall, in addition to the provisions of the Company Law, be governed by the "Rules for the Use of Proxy Letters for Public Issuance Companies to Attend Shareholders' Meetings" promulgated by the competent authority.

When the company convening a shareholders' meeting, electronic methods should be included as one of the ways for shareholders to exercise their voting rights, and all relevant matters should be handled in accordance with the company law and relevant laws and regulations.

Article 12 Each shareholder of the company has one vote per share, unless otherwise provided by the company law or the articles of association.

Article 13 Resolutions of shareholders' meetings, unless otherwise provided by the company law, must be attended by shareholders representing more than half of the total number of issued shares, and must be approved by more than half of the voting rights of the shareholders present.

Article 14 The resolutions of the shareholders' meeting shall be recorded in minutes, signed or sealed by the chairman. The preparation, distribution and preservation of minutes shall be handled in accordance with Article 183 of the Company Law.

Article 15 Delete.

CHAPTER IV DIRECTORS • SUPERVISOR AND MANAGER

Article 16 The company shall have five to nine directors, whose terms of office are three years. They shall be appointed by the shareholders' meeting who have the capacity to act and may be re-elected.

Article 16-1 At least three independent directors may be appointed, and the number shall not be less than one-fifth of the number of directors. The company's directors (including

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independent directors) adopt the candidate nomination system specified in Article 192-1 of the Company Law. Shareholders shall elect candidates from the list of candidates announced by the company, and the matters they must comply with shall be handled in accordance with relevant laws and regulations.

The professional qualifications, shareholdings, part-time restrictions, nomination and election methods and other matters that should be complied with by independent directors shall be handled in accordance with the relevant regulations of the securities regulatory authorities.

The total number of shares that all directors should hold shall be determined in accordance with the regulations of the securities regulatory authorities.

The board of directors may set up functional committees in accordance with the law. The establishment and powers of relevant committees shall be implemented in accordance with the regulations stipulated by the securities regulatory authorities.

Article 16-2 An audit committee will be set up in accordance with the relevant provisions of the Securities and Exchange Act, consisting of all independent directors, with one of them serving as the convener, and at least one person having accounting or financial expertise. The audit committee and its members exercise their powers and related matters in accordance with the Securities and Exchange Act and relevant laws and regulations, and are responsible for executing the supervisory powers stipulated in the company's articles of association and various regulations.

Article 17 The execution of the company's business shall be carried out by resolution of the board of directors, except for matters that are stipulated by relevant laws or these articles of association to be resolved by the shareholders' meeting.

Article 18 The board of directors is organized by the directors. With the attendance of more than two-thirds of the directors and the consent of more than half of the directors present, one person is elected as the chairman. The chairman represents the company to the outside world.

Article 19 The board of directors is organized by the directors. With the attendance of more than two-thirds of the directors and the consent of more than half of the directors present, one person is elected as the chairman. The chairman represents the company to the outside world.

Unless otherwise provided by the Company Law, the board of directors shall be convened by the chairman of the board of directors, and the reasons shall be stated, and all directors shall be notified in accordance with the provisions of the Company Law. However, in case of emergency, they may be summoned at any time. The convening of the company's board of directors may be conducted in writing, fax or electronically

Article 20 The chairman is the chairman of the board of directors. If the chairman takes leave or is unable to exercise his powers for any reason, his representation shall be handled in accordance with the provisions of Article 208 of the Company Law. Directors shall attend the board of directors in person. If a director is unable to attend for any reason, he may entrust another director to act as his agent. The agent mentioned in the preceding paragraph can only be entrusted by one person. The board of directors can hold a video conference, and directors who participate in the meeting via video conference are deemed to be present in person.

Article 21 The company may purchase liability insurance for the liability of all directors for the execution of their business scope during their term of office.

Article 22 The remuneration of the company's directors is authorized to be determined by the board of directors based on their participation in the company's operations and the value of their contributions, with reference to the usual standards in the industry.

Article 23 The company may have a manager, whose appointment, dismissal and remuneration

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shall be handled in accordance with Article 29 of the Company Law.

CHAPTER V ACCOUNTING

Article 24
The company's fiscal year begins on January 1st and ends on December 31st of each year. Final accounts should be completed at the end of each year.

Article 25
The Company shall, in accordance with the provisions of Article 228 of the Company Law, at the end of each fiscal year, the Board of Directors prepare the following forms and submit them to the shareholders' regular meeting for approval in accordance with the law.

Business Report;
Financial Report;
Proposal of Appropriation of Net Profit or the Covering of Losses.

Article 26
The company should allocate no less than 5% of employee remuneration based on the current year's profit, of which no less than two percent (2%) shall be allocated to compensation for rank-and-file employees. In addition, based on the profit for the year, the Company may allocate no more than 5% of the current year's profit to directors, except for the remuneration in Article 22, independent directors shall not participate in the distribution of director remuneration in this Article. However, if the company still has accumulated losses, it should reserve them in advance to make up for them.

Employee remuneration may be in the form of stocks or cash, and the recipients of stocks or cash may include employees of controlling or affiliated companies who meet certain conditions, which shall be set by the board of directors.

The profit status of the current year referred to in the first paragraph refers to the pretax profits of the current year before deducting the benefits of distributed employee remuneration and the remuneration of directors.

The distribution of employee remuneration and the remuneration of directors shall be decided by the board of directors with the approval of more than two-thirds of the directors present and approved by more than half of the directors present, and shall be reported to the shareholders' meeting.

Article 27
If the company has a surplus in its annual final accounts, it shall pay taxes in accordance with the law and make up for losses in previous years, and then allocate 10% to the statutory surplus reserve. However, this does not apply when the statutory surplus reserve has reached the amount of paid-in capital. In addition, after the special surplus reserve is set aside or reversed in accordance with legal provisions and after the undistributed surplus at the beginning of the same period, the board of directors shall draft a surplus distribution proposal and submit it to the shareholders' meeting for resolution on distribution.

The special surplus reserve referred to in the preceding paragraph shall be withdrawn from the undistributed surplus of the previous period. If there is still an insufficient amount, the same amount shall be withdrawn from the undistributed surplus of the previous period. If there is still a shortfall, the amount shall be added to the after-tax net profit of the current period. Items other than net profit after tax for the current period are included in the current undistributed earnings and are included in the amount.

The company is in the growth stage. In order to cooperate with the company's operational planning and take into account the interests of shareholders, the board of directors should formulate a surplus distribution plan based on the following principles:

Appropriate no less than 10% of the current period’s net profit after tax every year as shareholder dividends.
Dividends to shareholders shall be made entirely in cash, or in cash and stocks,

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but cash dividends shall be at least 10% of the total dividends

Article 27-1 The board of directors is authorized to distribute all or part of the dividends and bonuses, capital reserves or statutory surplus reserves that should be distributed with the attendance of more than two-thirds of the directors and the resolution of more than half of the directors present. This shall be done in cash and reported to the shareholders' meeting. The provisions of the preceding article that must be resolved by the shareholders' meeting shall not apply.

CHAPTER VI SUPPLEMENTARY PROVISIONS

Article 28 Deleted.

Article 29 Deleted.

Article 30 The company's organizational regulations and service rules are separately formulated.

Article 31 Matters not provided for in this Articles of Association shall be handled in accordance with the provisions of the Company Law.

Article 32 This Article of Association was established by the sponsors' meeting with the consent of all sponsors on March 20, 2017, the Republic of China.

First amended on n April 20, 2017

Second amended on June 28, 2017

Third amended on n August 10, 2017

Fourth amended on October 6, 2017

Fifth amended on May 17, 2019

Sixth amended on August 31, 2021

Seventh amended on June 28, 2023

Eighth amended on June 12, 2024

Ninth amended on June 11, 2025

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【Appendix III】

Pell Bio-Med Technology Co., Ltd.
Procedure for Handling the Acquisition and Disposal of Assets (Before amendment)

Article 1 Purpose
To safeguard assets and ensure information transparency, the company and its subsidiaries must handle the acquisition or disposal of assets in accordance with the procedures stipulated herein.

Article 2 Legal Basis
This procedure is established in accordance with Article 36-1 of the Securities and Exchange Act of the Republic of China and the relevant provisions of the "Regulations Governing the Acquisition and Disposal of Assets by Public Companies" prescribed by the securities regulatory authority of the Republic of China. The company shall handle the acquisition or disposal of assets in accordance with this procedure, provided, where financial laws or regulations provide otherwise, such provisions shall govern.

Article 3 Scope of Assets Applicable to This Procedure
1. Investments in stocks, government bonds, corporate bonds, financial bonds, securities representing interest in a fund, depositary receipts, call (put) warrants, beneficial interest securities, and asset-backed securities.
2. Real property (including land, houses and buildings, and investment property) and equipment.
3. Memberships.
4. Patents, copyrights, trademarks, franchise rights, and other intangible assets.
5. Derivatives.
6. Assets acquired or disposed of in connection with mergers, demergers, acquisitions, or transfer of shares in accordance with law.
7. Right-of-use assets.
8. Claims of financial institutions (including receivables, bills purchased and discounted, loans, and overdue receivables).
9. Other major assets.

Article 4 Definitions
1. Derivatives: Forward contracts, options contracts, futures contracts, leverage contracts, or swap contracts, whose value is derived from a specified interest rate, financial instrument price, commodity price, foreign exchange rate, index of prices or rates, credit rating or credit index, or other variable; or hybrid contracts combining the above contracts; or hybrid contracts or structured products containing embedded derivatives. The term "forward contracts" does not include insurance contracts, performance contracts, after-sales service contracts, long-term leasing contracts, or long-term purchase (sales) contracts.
2. Assets acquired or disposed through mergers, demergers, acquisitions, or transfer of shares in accordance with law: Refers to assets acquired or disposed through mergers, demergers, or acquisitions conducted under the Business Mergers and Acquisitions Act, Financial Holding Company Act, Financial Institution Merger Act and other acts, or to transfer of shares from another company through issuance of new shares of its own as the consideration therefor (hereinafter "transfer of shares") under Article 156-3 of the Company Act.
3. Related party or subsidiary: As defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
4. Date of occurrence: Refers to the date of contract signing, date of payment, date of consignment trade, date of transfer, dates of boards of directors resolutions, or other date that can confirm the counterpart and monetary amount of the transaction, whichever date is earlier; provided, for investment for which approval of the competent authority is required,

the earlier of the above date or the date of receipt of approval by the competent authority shall apply.

Professional appraiser: Refers to a real property appraiser or other person duly authorized by law to engage in the value appraisal of real property or equipment.
Mainland China area investment: Refers to investments in the mainland China area approved by the Ministry of Economic Affairs Investment Commission or conducted in accordance with the provisions of the Regulations Governing Permission for Investment or Technical Cooperation in the Mainland Area.
The term "within one year" refers to the period of one year retroactively calculated from the date of the current acquisition or disposal of assets, excluding parts that have already been announced.
The term "most recent financial statements" refers to the financial statements that have been audited or reviewed by an accountant and publicly disclosed in accordance with the law before the company acquires or disposes of assets.
Investment professional: Refers to financial holding companies, banks, insurance companies, bill finance companies, trust enterprises, securities firms operating proprietary trading or underwriting business, futures commission merchants operating proprietary trading business, securities investment trust enterprises, securities investment consulting enterprises, and fund management companies, that are lawfully incorporated and are regulated by the competent financial authorities of the jurisdiction where they are located.
Securities exchange: "Domestic securities exchange" refers to the Taiwan Stock Exchange Corporation; "foreign securities exchange" refers to any organized securities exchange market that is regulated by the competent securities authorities of the jurisdiction where it is located.
Over-the-counter venue ("OTC venue", "OTC"): "Domestic OTC venue" refers to a venue for OTC trading provided by a securities firm in accordance with the Regulations Governing Securities Trading on the Taipei Exchange; "foreign OTC venue" refers to a venue at a financial institution that is regulated by the foreign competent authority and that is permitted to conduct securities business.

Article 5 Procedures for Evaluating and Handling the Acquisition or Disposal of Assets

For the acquisition or disposal of securities, real estate, equipment, membership certificates, intangible assets, right-of-use assets, and assets acquired or disposed of through mergers, splits, acquisitions, or share transfers in accordance with the law, the responsible unit shall submit the reasons for the acquisition or disposal, the subject matter, the counterparty, the transfer price, payment terms, and the basis for price reference to the competent authority for approval. If the securities are acquired or disposed of through centralized markets, there is no need to provide the counterparty, transfer price, and payment terms.
For the evaluation of derivative products, the financial supervisor shall regularly convene meetings with relevant personnel to review operational strategies and performance. In principle, the trading positions and performance should be reported monthly to the chief financial officer and the chairman.
All operations related to the acquisition or disposal of assets shall be handled in accordance with the relevant provisions of the company's internal control system.

Article 6 Procedures for Approving the Acquisition or Disposal of Assets

Means of price determination and supporting reference materials

a. For securities traded in centralized markets or at securities firms' business premises, the price should be determined based on the market price at the time. For securities acquired or disposed of outside centralized trading markets or securities firms' business premises, the price should be negotiated considering factors such as net value per share, profitability, future development potential, and reference to the transaction price at the time.

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b. For the acquisition or disposal of real estate or its right-of-use assets and equipment or its right-of-use assets, one of the methods such as price comparison, negotiation, or bidding should be adopted. The price of real estate or its right-of-use assets should be negotiated with reference to the publicly announced current value, assessed current value, and actual transaction prices of nearby real estate.

c. For the acquisition or disposal of membership certificates, the price should be comprehensively evaluated considering the expected future appreciation and the benefits generated.

d. For the acquisition or disposal of intangible assets such as patents, copyrights, trademarks, franchise rights, or their right-of-use assets, the price should be considered based on factors such as expected future revenue, the degree of technological development and innovation, the status of legal protection, the situation of authorization and implementation, and production or implementation costs, and a comprehensive judgment should be made considering the relevant factors of the rights holder and the licensee.

Degree and Level of authority delegated

For the acquisition or disposal of assets by the company, the competent authority shall make decisions within the scope of their authorization in the following circumstances. However, if the situation falls under Article 185 of the Company Act, it must first be approved by the shareholders' meeting.

a. The acquisition or disposal of securities must be approved by the board of directors, except in the following circumstances.

i. The board of directors authorizes the chairman to make decisions, at the Chairman’s discretion, on matters involving an amount not exceeding twenty percent (20%) of the Company’s paid-in capital or NT$ 300,000,000, and report to the board of directors afterward.

ii. For the acquisition or disposal of securities traded in centralized markets or at securities firms' business premises, the board of directors authorizes the legal representative to make decisions at his or her discretion for transactions not exceeding twenty percent (20%) of the Company’s paid-in capital or NT$ 300,000,000, and report to the board of directors afterward. However, if the transaction involves related parties as stipulated in Article 12 of this procedure, the provisions of Article 11 shall take precedence.

iii. For the investment of short-term idle funds in short-term securities such as government bonds, domestic bond funds, financial bonds, U.S. government bonds, high-credit overseas bond funds, and domestic money market funds, the financial and accounting unit shall execute the transactions following the company's authorized limits and levels.

b. Acquisition or Disposal of Assets Other Than Securities: The authorization limits and levels shall be handled according to the approval authority table issued by the company. Any acquisition or disposal of assets outside the aforementioned authorization scope must be approved by the board of directors. However, if the situation falls under Article 185 of the Company Act, it must first be approved by the shareholders' meeting. For assets acquired or disposed of due to mergers, splits, acquisitions, or share transfers, the company shall report to the parent company.

c. Authorization for the Acquisition or Disposal of Derivatives: The authorization and execution of derivative transactions by the company shall be reviewed case-by-case by the trading unit, reported to the general manager, and approved by the board of directors before proceeding.

d. For transactions between the company and its subsidiaries, or between subsidiaries that are directly or indirectly wholly owned, involving the acquisition or disposal of

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equipment or its right-of-use assets for business use, or the acquisition or disposal of real estate right-of-use assets for business use, if the transaction amount does not exceed NT$ 300,000,000, the chairman is authorized to make the decision, which shall be reported to the next board meeting for ratification.

e. For the acquisition or disposal of assets involving related parties, the provisions of Articles 12 to 15 of this procedure shall also be complied with.

Article 7 Reporting and Public Disclosure Procedures

A. Under any of the following circumstances, the company acquiring or disposing of assets shall publicly announce and report the relevant information on the FSC's designated website in the appropriate format as prescribed by regulations within 2 days counting inclusively from the date of occurrence of the event:

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 which has been verified by CPAs, 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 subscription or redemption of money market funds issued by domestic securities investment trust enterprises.
Merger, demerger, acquisition, or transfer of shares.
Losses from derivatives trading reaching the limits on aggregate losses or losses on individual contracts set out in the procedures adopted by the company.
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 reaches NT$500 million or more.
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.
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.

b. Trading of bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises.

B. The amount of transactions above shall be calculated as follows:

The amount of any individual transaction.
The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same transaction counterparty within the preceding year.
The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of real property or right-of-use assets thereof within the same development project within the preceding year.
The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of the same security within the preceding year.

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C. "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 Procedures need not be counted toward the transaction amount.

D. 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 in the prescribed format into the information reporting website designated by the FSC within the specified time of each month.

E. 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.

F. The company acquiring or disposing of assets shall keep all relevant contracts, meeting minutes, log books, appraisal reports and CPA and attorney underwriter opinions at the company, where they shall be retained for 5 years except where another act provides otherwise.

G. Where any of the following circumstances occurs with respect to a transaction that the company has already publicly announced and reported in accordance with this article, a public report of relevant information shall be made on the information reporting website designated by the FSC within 2 days counting inclusively from the date of occurrence of the event:

Change, termination, or rescission of a contract signed in regard to the original transaction.
The merger, demerger, acquisition, or transfer of shares is not completed by the scheduled date set forth in the contract.
Change to the originally publicly announced and reported information.

Article 8 Scope and Amount of Acquisition or Disposal of Assets

In addition to acquiring assets for business use, the company may also acquire real estate or its usage rights and securities. The limitations on the amounts are as follows:

The company may not purchase real estate or its usage rights that are not for business use.
The total amount invested in securities may not exceed one hundred and twenty percent (120%) of the Company's shareholders' equity as verified or reviewed by a certified public accountant in the most recent period.
The limit on investment in individual securities may not exceed one hundred percent (100%) of the Company's shareholders' equity as verified or reviewed by the accountant in the most recent period.

Article 9 Penalties for Personnel Violating these Handling Procedures

When personnel of the company violate the provisions of this procedure, they will be disciplined according to the company's 'Work Conduct' and related regulations.

Article 10 Appraisal Report by Professional Appraisal Institution

In acquiring or disposing of real property, equipment, or right-of-use assets thereof where the transaction amount reaches 20 percent of the company's paid-in capital or NT$300 million or more, the company, unless transacting with a domestic government agency, engaging others to build on its own land, engaging others to build on rented land, or acquiring or disposing of equipment or right-of-use assets thereof held for business use, shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser and shall further comply with the following provisions:

Where due to special circumstances it is necessary to give a limited price, specified price, or special price as a reference basis for the transaction price, the transaction shall be submitted for approval in advance by the board of directors; the same procedure shall also

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be followed whenever there is any subsequent change to the terms and conditions of the transaction.

Where the transaction amount is NT$1 billion or more, appraisals from two or more professional appraisers shall be obtained.
Where any one of the following circumstances applies with respect to the professional appraiser's appraisal results, unless all the appraisal results for the assets to be acquired are higher than the transaction amount, or all the appraisal results for the assets to be disposed of are lower than the transaction amount, a certified public accountant shall be engaged to render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price:

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

No more than 3 months may elapse between the date of the appraisal report issued by a professional appraiser and the contract execution date; provided, where the publicly announced current value for the same period is used and not more than 6 months have elapsed, an opinion may still be issued by the original professional appraiser.

Article 11 Accountant's opinions

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. This requirement does not apply, however, to publicly quoted prices of securities that have an active market, or where otherwise provided by regulations of the Financial Supervisory Commission.
Where the company acquires or disposes of intangible assets or right-of-use assets thereof or memberships and the transaction amount reaches 20 percent or more of paid-in capital or NT$300 million or more, except in transactions with a domestic government agency, the company shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price.
Where the company acquires or disposes of assets through court auction procedures, the evidentiary documentation issued by the court may be substituted for the appraisal report or CPA opinion.

The calculation of the transaction amounts referred to in the preceding article and this article shall be done in accordance with Article 6, paragraph 1 herein, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items for which an appraisal report from a professional appraiser or a CPA's opinion has been obtained need not be counted toward the transaction amount.

Article 12 Related Party Transactions

When the company engages in any acquisition or disposal of assets from or to a related party, in addition to ensuring that the necessary resolutions are adopted and the reasonableness of the transaction terms is appraised in accordance with these Procedures, if the transaction amount reaches 10 percent or more of the company's total assets, the company shall also obtain an appraisal report from a professional appraiser or a CPA's opinion in compliance with the provisions of the preceding Section and this Section.

When the company intends to acquire or dispose of real property or right-of-use assets thereof from or to a related party, or when it intends to acquire or dispose of assets other than real property or right-of-use assets thereof from or to a related party and the transaction amount reaches 20

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percent or more of paid-in capital, 10 percent or more of the company's total assets, or NT$300 million or more, except in trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises, the company may not proceed to enter into a transaction contract or make a payment until the following matters have been approved by the board of directors and recognized by the supervisors:

The purpose, necessity and anticipated benefit of the acquisition or disposal of assets.
The reason for choosing the related party as a transaction counterparty.
With respect to the acquisition of real property or right-of-use assets thereof from a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance with Article 12 and Article 13.
The date and price at which the related party originally acquired the real property, the original transaction counterparty, and that transaction counterparty's relationship to the company and the related party.
Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the funds utilization.
An appraisal report from a professional appraiser or a CPA's opinion obtained in compliance with this article.
Restrictive covenants and other important stipulations associated with the transaction.

The calculation of the transaction amounts referred in this article shall be made in accordance with Article 6, paragraph 1 herein, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items that have been approved by the shareholders meeting or board of directors and recognized by the supervisors need not be counted toward the transaction amount.

With respect to the types of transactions listed below, when to be conducted between the company and its parent or subsidiaries, or between its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital, the company's board of directors may pursuant to internal level of authority to delegate the board chairman to decide such matters when the transaction amount is no more than NT$300 million and have the decisions subsequently submitted to and ratified by the next board of directors meeting:

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

Article 13 The company that acquires real property or right-of-use assets thereof from a related party shall evaluate the reasonableness of the transaction costs by the following means:

Based upon the related party's transaction price plus necessary interest on funding and the costs to be duly borne by the buyer. "Necessary interest on funding" is imputed as the weighted average interest rate on borrowing in the year the company purchases the property; provided, it may not be higher than the maximum non-financial industry lending rate announced by the Ministry of Finance.
Total loan value appraisal from a financial institution where the related party has previously created a mortgage on the property as security for a loan; provided, the actual cumulative amount loaned by the financial institution shall have been 70 percent or more of the financial institution's appraised loan value of the property and the period of the loan shall have been 1 year or more. However, this shall not apply where the financial institution is a related party of one of the transaction counterparties.
Where land and structures thereupon are combined as a single property purchased or leased in one transaction, the transaction costs for the land and the structures may be separately appraised in accordance with either of the means listed in the preceding paragraph.
The company that acquires real property or right-of-use assets thereof from a related party and appraises the cost of the real property or right-of-use assets thereof in accordance with

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the preceding three paragraphs shall also engage a CPA to check the appraisal and render a specific opinion.

Where the company acquires real property or right-of-use assets thereof from a related party and one of the following circumstances exists, the acquisition shall be conducted in accordance with Article 11, and the preceding four paragraphs do not apply:

A. The related party acquired the real property or right-of-use assets thereof through inheritance or as a gift.

B. More than 5 years will have elapsed from the time the related party signed the contract to obtain the real property or right-of-use assets thereof to the signing date for the current transaction.

C. The real property is acquired through signing of a joint development contract with the related party, or through engaging a related party to build real property, either on the company's own land or on rented land.

D. The real property right-of-use assets for business use are acquired by the public company with its parent or subsidiaries, or by its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital.

Article 14 When the results of the company's appraisal conducted in accordance with preceding Article are uniformly lower than the transaction price, the matter shall be handled in compliance with Article 15. However, where the following circumstances exist, objective evidence has been submitted and specific opinions on reasonableness have been obtained from a professional real property appraiser and a CPA have been obtained, this restriction shall not apply:

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

A. Where undeveloped land is appraised in accordance with the means in the preceding Article, and structures according to the related party's construction cost plus reasonable construction profit are valued in excess of the actual transaction price. The "Reasonable construction profit" shall be deemed the average gross operating profit margin of the related party's construction division over the most recent 3 years or the gross profit margin for the construction industry for the most recent period as announced by the Ministry of Finance, whichever is lower.

B. Completed transactions by unrelated parties within the preceding year involving other floors of the same property or neighboring or closely valued parcels of land, where the land area and transaction terms are similar after calculation of reasonable price discrepancies in floor or area land prices in accordance with standard property market sale or leasing practices.

Where a public company acquiring real property, or obtaining real property right-of-use assets through leasing, from a related party provides evidence that the terms of the transaction are similar to the terms of completed transactions involving neighboring or closely valued parcels of land of a similar size by unrelated parties within the preceding year. Completed transactions involving neighboring or closely valued parcels of land in the preceding paragraph in principle refers to parcels on the same or an adjacent block and within a distance of no more than 500 meters or parcels close in publicly announced current value; transactions involving similarly sized parcels in principle refers to transactions completed by unrelated parties for parcels with a land area of no less than 50 percent of the property in the planned transaction; within the preceding year refers to the year preceding the date of occurrence of the acquisition of the real property or obtainment of the right-of-use assets thereof.

Article 15 Where the company acquires real property or right-of-use assets thereof from a related party and the results of appraisals conducted in accordance with Article 13 and 14 are uniformly lower than the transaction price, the following steps shall be taken:

A special reserve shall be set aside against the difference between the real property transaction price and the appraised cost.

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Supervisors shall comply with Article 218 of the Company Act.
Actions taken pursuant to the preceding two subparagraphs shall be reported to a shareholders meeting, and the details of the transaction shall be disclosed in the annual report and any investment prospectus.

The company that has set aside a special reserve under the preceding paragraph may not utilize the special reserve until it has recognized a loss on decline in market value of the assets it purchased or leased at a premium, or they have been disposed of, or the leasing contract has been terminated, or adequate compensation has been made, or the status quo ante has been restored, or there is other evidence confirming that there was nothing unreasonable about the transaction, and the FSC has given its consent.

When the company obtains real property or right-of-use assets thereof from a related party, it shall also comply with the preceding two paragraphs if there is other evidence indicating that the acquisition was not an arms length transaction.

Article 16 When the company handles mergers and consolidations, splits, acquisitions, or assignment of share, it must report to the Board of Directors and follow the related procedures outlined below:

Prior to convening the board of directors to resolve on the matter, shall engage a CPA, attorney, or securities underwriter to give an opinion on the reasonableness of the share exchange ratio, acquisition price, or distribution of cash or other property to shareholders, and submit it to the board of directors for deliberation and passage. However, the requirement of obtaining an aforesaid opinion on reasonableness issued by an expert may be exempted in the case of a merger by a public company of a subsidiary in which it directly or indirectly holds 100 percent of the issued shares or authorized capital, and in the case of a merger between subsidiaries in which the public company directly or indirectly holds 100 percent of the respective subsidiaries' issued shares or authorized capital.
The company shall prepare a public report to shareholders detailing important contractual content and matters relevant to the merger, demerger, or acquisition prior to the shareholders meeting and include it along with the expert opinion referred to in paragraph 1 of the preceding Article when sending shareholders notification of the shareholders meeting for reference in deciding whether to approve the merger, demerger, or acquisition. Provided, where a provision of another act exempts a company from convening a shareholders meeting to approve the merger, demerger, or acquisition, this restriction shall not apply. Where the shareholders meeting of any one of the companies participating in a merger, demerger, or acquisition fails to convene or pass a resolution due to lack of a quorum, insufficient votes, or other legal restriction, or the proposal is rejected by the shareholders meeting, the companies participating in the merger, demerger or acquisition shall immediately publicly explain the reason, the follow-up measures, and the preliminary date of the next shareholders meeting.
The company participating in a merger, demerger, or acquisition shall convene a board of directors meeting and shareholders meeting on the day of the transaction to resolve matters relevant to the merger, demerger, or acquisition, unless another act provides otherwise or the FSC is notified in advance of extraordinary circumstances and grants consent.
The company participating in a transfer of shares shall call a board of directors meeting on the day of the transaction, unless another act provides otherwise or the FSC is notified in advance of extraordinary circumstances and grants consent.
Every person participating in or privy to the plan for merger, demerger, acquisition, or transfer of shares shall issue a written undertaking of confidentiality and may not disclose the content of the plan prior to public disclosure of the information and may not trade, in their own name or under the name of another person, in any stock or other equity security of any company related to the plan for merger, demerger, acquisition, or transfer of shares.
When participating in a merger, demerger, acquisition, or transfer of shares may not arbitrarily alter the share exchange ratio or acquisition price unless under the below-listed circumstances,

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and shall stipulate the circumstances permitting alteration in the contract for the merger, demerger, acquisition, or transfer of shares:

A. Cash capital increase, issuance of convertible corporate bonds, or the issuance of bonus shares, issuance of corporate bonds with warrants, preferred shares with warrants, stock warrants, or other equity based securities.

B. An action, such as a disposal of major assets, that affects the company's financial operations.

C. An event, such as a major disaster or major change in technology, that affects shareholder equity or share price.

D. An adjustment where any of the companies participating in the merger, demerger, acquisition, or transfer of shares from another company, buys back treasury stock.

E. An increase or decrease in the number of entities or companies participating in the merger, demerger, acquisition, or transfer of shares.

F. Other terms/conditions that the contract stipulates may be altered and that have been publicly disclosed.

The contract for participation by the company in a merger, demerger, acquisition, or of shares shall record the rights and obligations of the companies participating in the merger, demerger, acquisition, or transfer of shares, and shall also record the following:

A. Handling of breach of contract.

B. Principles for the handling of equity-type securities previously issued or treasury stock previously bought back by any company that is extinguished in a merger or that is demerged.

C. The amount of treasury stock participating companies are permitted under law to buy back after the record date of calculation of the share exchange ratio, and the principles for handling thereof.

D. The manner of handling changes in the number of participating entities or companies.

E. Preliminary progress schedule for plan execution, and anticipated completion date.

F. Scheduled date for convening the legally mandated shareholders meeting if the plan exceeds the deadline without completion, and relevant procedures.

After public disclosure of the information, if the company participating in the merger, demerger, acquisition, or share transfer intends further to carry out a merger, demerger, acquisition, or share transfer with another company, all of the participating companies shall carry out anew the procedures or legal actions that had originally been completed toward the merger, demerger, acquisition, or share transfer; except that where the number of participating companies is decreased and a participating company's shareholders meeting has adopted a resolution authorizing the board of directors to alter the limits of authority, such participating company may be exempted from calling another shareholders meeting to resolve on the matter anew.
The company shall create a complete written record of the following information regarding mergers, demergers, acquisitions, or share transfers, and retain it for five years for auditing purposes:

A. Personnel Basic Information: This includes the title, name, and identification number (passport number for foreigners) of all individuals involved in the merger, demerger, acquisition, or share transfer plan or its execution before the information is made public.

B. Important Dates: This includes the dates of signing letters of intent or memorandums, appointing financial or legal advisors, signing contracts, and Board of Directors meetings.

C. Important Documents and Minutes: This includes the merger, demerger, acquisition, or share transfer plan, letters of intent or memorandums, significant contracts, and minutes of Board of Directors meetings.

When the company participates in mergers, demergers, acquisitions, or share transfers, it must report the information specified in items (1) and (2) of the previous clause to the Financial

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Supervisory Commission via the internet information system in the prescribed format within two days from the date of the Board of Directors' resolution.

Where any of the companies participating in a merger, demerger, acquisition, or transfer of shares is not a public company, the public company(s) shall sign an agreement with the non-public company whereby the latter is required to abide by the provisions of items three, four, five, eight, nine, and ten.

Article 17 Other

Matters not covered by this procedure shall be handled in accordance with relevant laws and the company's regulations. If the competent authority revises the procedures for the acquisition or disposal of assets, the company shall comply with the new directives.
This procedure, once approved by the company's Board of Directors, shall be submitted to the supervisors and reported to the shareholders' meeting for consent. The same applies to any amendments.

Article 18 This procedure was amended on June 11, 2025.

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【Appendix IV】

Pell Bio-Med Technology Co., Ltd.

Procedures for Loaning Funds to Others (Before Amendment)

All matters relating to the loaning funds by the Company to others shall be conducted in accordance with these Procedures.

Article 1 Counterparties Eligible for Loaning of Funds

Except where loaning of funds is necessary due to business transactions, where a subsidiary in which the Company holds more than fifty percent (50%) of the shareholding requires short-term working capital financing, or where funds are loaned on a short-term basis for the purpose of conversion into equity investment, the Company shall not loan funds to others. Parties to whom funds are loaned pursuant to these Procedures are hereinafter referred to as the "Borrowers."

Article 2 Evaluation Criteria for Loaning of Funds

For loaning necessitated by business transactions, the amount of each loan shall not exceed the total amount of business transactions between the parties within the preceding one year. The term "business transaction amount" shall mean the higher of the purchase or sales amounts between the parties.
For loaning required for short-term working capital needs, such loaning shall be limited to subsidiaries in which the Company holds more than fifty percent (50%) of the shares, or cases where funds are loaned for anticipated conversion into equity investments.
The term "subsidiary" as used herein shall be determined in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Article 3 Aggregate and Individual Loaning Limits

The aggregate amount of funds loaned by the Company to others shall not exceed forty percent (40%) of the Company's net worth as stated in the most recent financial statements audited or reviewed by a certified public accountant. The aggregate amount of funds loaned for short-term working capital needs shall not exceed twenty percent (20%) of the Company's net worth as stated in the most recent financial statements audited or reviewed by a certified public accountant.
Individual loaning limits based on business transactions are as follows:

(1) For enterprises in which the Company holds more than fifty percent (50%) of the shares: not exceeding ten percent (10%) of the Company's net worth.

(2) For enterprises in which the Company holds fifty percent (50%) or less of the shares: not exceeding five percent (5%) of the Company's net worth and not exceeding forty percent (40%) of the enterprise's net worth.

(3) For other Borrowers: not exceeding three percent (3%) of the Company's net worth and not exceeding twenty-five percent (25%) of the Borrower's net worth.

The individual loaning limit for short-term working capital needs shall not exceed five percent (5%) of the Company's net worth.

Article 4 Loan Term and Interest Calculation

The term of any funds loaned by the Company shall not exceed one year. The method of interest calculation shall be determined by the Board of Directors or persons authorized by the Board.

Article 5 Handling Procedures for Loaning of Funds

A Borrower applying for funds shall submit copies of its business registration certificate, relevant corporate documents, identification of the responsible person, and necessary financial information together with a written application specifying the credit amount requested. After credit investigation by the Finance Department, the application shall be submitted to the Board of Directors for approval. Companies in which the Company directly or indirectly holds more than fifty percent (50%) of the voting rights may be exempt from providing the foregoing documents.
For loaning of funds between the Company and its subsidiaries, or among subsidiaries, the board of directors of the loaning company may approve loaning to the same counterparty in installments or on a revolving basis within a specific approved amount and for a period not exceeding one year. Except as provided under Article 10, Paragraph 3, the authorized loaning amount to a single enterprise shall not exceed ten percent (10%) of the loaning company’s net worth as shown in its most recent financial statements.

Article 6 Review Procedures for Loaning of Funds

When applying for funds, the Borrower shall clearly state the purpose and necessity of the loan. The Finance Department shall determine whether to accept the application.
The Finance Department shall conduct a thorough credit investigation of the Borrower’s operational and financial status. For borrowers with sound credit standing and legitimate use of funds, the responsible personnel shall prepare a credit investigation report with opinions, propose loaning terms, and submit the matter to the Board of Directors for approval.
In addition to the credit investigation, the Finance Department shall assess the potential impact of the loaning of funds on the Company’s operational risks, financial condition, and shareholders’ equity, and submit its assessment and opinions together with the credit investigation report to the Board of Directors.
Except for companies in which the Company directly or indirectly holds more than fifty percent (50%) of the voting rights, Borrowers shall provide promissory notes or collateral of equivalent value as security for the loaning of funds. The value of such collateral shall be evaluated and determined by the Finance Department.

Article 7 Post-Loaning Controls and Overdue Accounts Handling

The Finance Department shall maintain a register to record all details of funds loaned, including Borrower information, board approval dates and approved amounts, loan dates, loan amounts, collateral, interest terms, and repayment methods and schedules, for inspection by competent authorities and relevant personnel.
After funds are disbursed, the Finance Department shall continuously monitor the financial condition, business operations, and credit status of the Borrowers and guarantors. Where collateral is provided, changes in its value shall also be monitored. Any material changes shall be promptly reported to the Chairman for appropriate action.
When a Borrower repays a loan upon maturity or in advance, interest payable shall first be calculated and settled together with the principal before promissory notes are cancelled and returned or mortgage registrations are released.
Borrowers shall repay principal and interest in full upon maturity. If repayment is not made and an extension is required, the Company may, in accordance with applicable

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laws, dispose of the collateral or seek recovery from guarantors.

If changes in circumstances result in a loaning counterparty no longer complying with these Procedures or outstanding balances exceeding prescribed limits, the Company shall formulate a remediation plan, submit it to the Board of Directors, and complete corrective actions according to the approved schedule.

Article 8 Public Announcement and Reporting

The Company shall publicly announce and report the outstanding balances of funds loaned by the Company and its subsidiaries for the preceding month before the tenth (10th) day of each month.
The Company shall publicly announce and report within two (2) days from the date of occurrence if any of the following thresholds is met:

(1) The aggregate outstanding balance of funds loaned by the Company and its subsidiaries reaches twenty percent (20%) or more of the Company’s net worth as shown in the most recent financial statements.
(2) The outstanding balance of funds loaned to a single enterprise reaches ten percent (10%) or more of the Company’s net worth.
(3) The amount of newly loaned funds reaches New Taiwan Dollars Ten Million (NT$10,000,000) or more and two percent (2%) or more of the Company’s net worth.

Where a subsidiary is not a domestic public company and an event under Item (3) of the preceding paragraph occurs, such announcement and reporting shall be conducted by the Company.

For purposes of these Procedures, the “date of occurrence” shall mean the earlier of the contract signing date, payment date, board resolution date, or any other date sufficient to confirm the loaning counterparty and amount.

Article 9 Penalties for Violations of These Procedures by Relevant Personnel

Any Company personnel who violate these Procedures shall be subject to disciplinary actions in accordance with the Company’s Work Rules and relevant regulations.

Article 10 Control Procedures for Subsidiaries

Subsidiaries over which the Company exercises control that intend to loan funds to others shall establish their own “Procedures for Loaning Funds to Others” and submit them to the Company’s Board of Directors for recordation. Such procedures shall be formulated with reference to these Procedures, subject to the following provisions:

For subsidiaries that are directly or indirectly one hundred percent (100%) owned by the Company, aggregate and individual loaning limits shall be calculated based on the subsidiary’s net worth in accordance with its own procedures.
Subsidiaries shall prepare a detailed statement of funds loaned to other companies for the preceding month and submit it to the Company before the tenth (10th) day of each month.
When the Company’s internal auditors conduct audits of subsidiaries in accordance with the annual audit plan, they shall also review the implementation of the subsidiaries’ loaning procedures. Any deficiencies identified shall be continuously tracked for improvement, and a follow-up report shall be submitted to the Chairman.

Article 11 The Company shall assess and recognize contingent losses arising from the loaning of funds, appropriately disclose relevant information in its financial reports, and provide necessary information to the independent auditors for audit purposes so that appropriate audit reports may be issued.

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Article 12 The Company’s internal auditors shall audit the Procedures for Loaning Funds to Others and their implementation at least quarterly and prepare written records thereof. Any material violations shall be promptly reported in writing to the supervisors.

Article 13 When submitting matters regarding the loaning of funds to others to the Board of Directors for discussion and approval, the Company shall fully consider the opinions of independent directors and clearly record their approvals, objections, and reasons for objections in the board meeting minutes.

Article 14 These Procedures shall become effective upon approval by the Board of Directors, submission to the supervisors, and approval by the shareholders’ meeting. The same shall apply to any amendments. Where any director raises an objection that is recorded or submitted in writing, the Company shall submit such objection to the supervisors and the shareholders’ meeting for discussion.

Article 15 The Chairman may formulate more conservative management principles based on these Procedures. Such principles shall take precedence upon approval by at least two-thirds of the directors present at a board meeting attended by at least two-thirds of the directors. The same shall apply to amendments.

Article 16 All matters relating to the loaning of funds to others by the Company shall be handled in accordance with these Procedures. Any matters not provided herein shall be handled in accordance with applicable laws and the Company’s relevant regulations.

Article 17 These Procedures were adopted on June 24, 2020. The first amendment was made on June 28, 2023.

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【Appendix V】

Pell Bio-Med Technology Co., Ltd.

Procedure for Making of Endorsements/Guarantees (Before Amendment)

All matters concerning the Company’s external endorsements and guarantees shall be handled in accordance with these Procedures.

Article 1 Scope of Endorsements and Guarantees

The term “endorsements and guarantees” as used herein includes the following:

Financing endorsements and guarantees, including:
(1) Negotiable instrument discount financing.
(2) Endorsements or guarantees issued for the purpose of financing of other companies.
(3) Issuance of negotiable instruments by the Company to non-financial institutions as security for the Company’s own financing.
Customs duty endorsements and guarantees, referring to endorsements or guarantees issued in connection with customs matters of the Company or other companies.
Other endorsements and guarantees that cannot be classified under the preceding two categories.

Where the Company provides movable or immovable property as collateral for loans of other companies by establishing pledges or mortgages, such matters shall also be handled in accordance with these Procedures.

Article 2 Counterparties Eligible for Endorsements and Guarantees

The Company may provide endorsements and guarantees only to the following counterparties, and may require collateral if necessary:
(1) Companies with which the Company has business transactions.
(2) Companies in which the Company directly or indirectly holds more than fifty percent (50%) of the voting rights.
(3) Companies invested in jointly, where all contributing shareholders provide endorsements and guarantees to the invested company in proportion to their respective shareholdings. The term “contribution” refers to direct investment by the Company or investment through a company in which the Company holds one hundred percent (100%) of the voting rights.
Endorsements and guarantees may be provided among companies in which the Company directly or indirectly holds one hundred percent (100%) of the voting rights.
The term “subsidiary” as used herein shall be determined in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Article 3 Evaluation Criteria for Endorsements and Guarantees

Where an endorsement or guarantee is provided due to business transactions, the amount of each endorsement or guarantee shall not exceed the total amount of business transactions between the two parties in the preceding one year. The term “business transaction amount” means the higher of the purchase or sales amount between the parties.

Article 4 Limits on Endorsements and Guarantees

The aggregate amount of endorsements and guarantees provided by the Company for other companies shall not exceed one hundred percent (100%) of the Company’s net worth as shown in the most recent financial statements audited or reviewed by a certified public accountant.

The limit of endorsements and guarantees provided to any single enterprise shall not exceed twenty percent (20%) of the Company’s net worth as shown in the most recent financial statements audited or reviewed by a certified public accountant.
The aggregate amount of endorsements and guarantees provided by the Company and its subsidiaries on a consolidated basis shall not exceed fifty percent (50%) of the Company’s net worth as shown in the most recent financial statements audited or reviewed by a certified public accountant.
The consolidated endorsement and guarantee limit provided by the Company and its subsidiaries to any single enterprise shall not exceed twenty percent (20%) of the Company’s net worth as shown in the most recent financial statements audited or reviewed by a certified public accountant.

Article 5 Handling Procedures for Endorsements and Guarantees

When handling an endorsement or guarantee, the guaranteed company shall complete an Application for Endorsement and Guarantee, clearly specifying the guaranteed obligations, name of the guaranteed company, risk assessment results, endorsement or guarantee amount, details of collateral obtained, and conditions and dates for release of endorsement or guarantee liability. After review by the Finance Department, the application shall be submitted to the Board of Directors for approval before implementation.
An endorsement or guarantee shall be automatically cancelled upon expiration. For cancellation prior to expiration, the guaranteed company shall complete a Cancellation Application Form.

Article 6 Review Procedures for Endorsements and Guarantees

When applying for an endorsement or guarantee, the guaranteed company shall clearly explain the necessity and reasonableness thereof. The Finance Department shall determine whether to accept the application.
In addition to conducting credit investigation and risk assessment of the guaranteed company, the Finance Department shall assess the potential impact of the endorsement or guarantee on the Company’s operational risk, financial condition, and shareholders’ equity, and submit its assessment and opinions to the Board of Directors for approval.
Based on the credit rating of the guaranteed company, the Company may require the provision of promissory notes or collateral of equivalent value as security. The value of such collateral shall be assessed and determined by the Finance Department.
If the endorsement or guarantee counterparty is a subsidiary whose net worth is less than one-half of its paid-in capital, such subsidiary shall submit a plan and schedule for improving its net worth at the time of application. If its net worth still fails to exceed one-half of its paid-in capital upon completion of the plan, the endorsement or guarantee relationship shall be immediately terminated and reported to the supervisors and the Board of Directors.

Article 7 Control Procedures for Subsidiaries

Where a subsidiary that is not a domestic public company, or a company directly or indirectly held by such subsidiary, intends to provide endorsements or guarantees to others, the Company shall require the subsidiary to establish endorsement and guarantee procedures in accordance with these Procedures and submit them to the Company’s Board of Directors for recordation. For subsidiaries in which the Company directly or indirectly holds one hundred percent (100%) of the voting rights,

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the matter shall be submitted to the Company’s Board of Directors for recordation, and the Company shall handle announcement and reporting matters in accordance with these Procedures.

Where a subsidiary’s shares have no par value or a par value other than New Taiwan Dollars Ten (NT$10) per share, the paid-in capital referred to in Paragraph 1 shall be calculated as the total of capital stock plus capital surplus – share premium.

Article 8 Use and Custody of Company Seals

The seal used for external endorsements and guarantees shall be the Company seal registered with the Ministry of Economic Affairs and shall be designated as the exclusive seal for endorsement and guarantee purposes. The Chairman shall appoint a designated custodian, subject to approval by the Board of Directors. Any change shall likewise be approved. The seal or negotiable instruments may be used or issued only in accordance with the Company’s prescribed procedures.
Where the Company provides guarantees to foreign companies, guarantee letters issued by the Company shall be signed by persons authorized by the Board of Directors.

Article 9 Decision-Making and Authorization Levels

Endorsements and guarantees shall be approved by resolution of the Board of Directors after risk assessment in accordance with Article 5. The Board of Directors may authorize the Chairman to approve endorsements or guarantees within a certain amount, with subsequent ratification by the Board.

Article 10 Deadlines and Standards for Public Announcement and Reporting

In addition to reporting monthly endorsement and guarantee balances of the Company and its subsidiaries to the Market Observation Post System before the 10th day of each month, the Company shall also make announcements and filings within two (2) days from the date of occurrence if any of the disclosure thresholds prescribed under the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies is met:

The outstanding endorsement and guarantee balance of the Company and its subsidiaries reaches fifty percent (50%) or more of the Company’s net worth.
The outstanding endorsement and guarantee balance of the Company and its subsidiaries to a single enterprise reaches twenty percent (20%) or more of the Company’s net worth.
The outstanding endorsement and guarantee balance to a single enterprise reaches NT$10 million or more, and the aggregate of such endorsement and guarantee amount, the carrying amount of equity-method investments, and loaned fund balances reaches thirty percent (30%) or more of the Company’s net worth.
Newly added endorsement and guarantee balances of the Company or its subsidiaries reach NT$30 million or more and five percent (5%) or more of the Company’s net worth. Where a subsidiary is not a domestic public company, the Company shall make the announcement and filing on its behalf.

The “date of occurrence” shall mean the earliest of the contract signing date, payment date, board resolution date, or any other date sufficient to confirm the endorsement or guarantee counterparty and amount.

Article 11 Penalties for Violations of These Procedures by Relevant Personnel

Any Company personnel who violate these Procedures shall be handled in accordance with the Company’s Work Rules and relevant regulations.

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Article 12 The Company shall assess and recognize contingent losses arising from endorsements and guarantees, appropriately disclose related information in its financial reports, and provide relevant information to the independent auditors for necessary audit procedures and issuance of appropriate audit reports.

Article 13 The Company shall establish a register recording details of endorsements and guarantees, including counterparties, amounts, dates of board approval or Chairman authorization, endorsement or guarantee dates, and other matters subject to prudent evaluation under these Procedures.

The Company’s internal auditors shall audit the endorsement and guarantee procedures and their implementation at least quarterly and prepare written records. Any material violations shall be promptly reported in writing to the supervisors.

Article 14 Where endorsements or guarantees exceed the prescribed limits due to business needs and satisfy conditions under these Procedures, such matters shall be approved by the Board of Directors, and more than one-half of the directors shall jointly and severally assume liability for potential losses arising from such excess. The endorsement and guarantee procedures shall be amended accordingly and submitted to the shareholders’ meeting for ratification. If ratification is not obtained, a plan shall be formulated to eliminate the excess portion within a prescribed period.

During Board deliberations, directors’ opinions shall be fully considered, and their approvals or objections and reasons for objections shall be recorded in the minutes.

When the Company submits its endorsement and guarantee operating procedures to the Board of Directors for discussion and resolution regarding the provision of endorsement or guarantee for others, it shall give due consideration to the opinions of all directors, and clearly record each director’s consent or objection, as well as the reasons for any objection, in the board meeting minutes.

Article 15 Where an endorsement or guarantee counterparty originally complies with Article 2 but subsequently no longer meets the requirements, or where the endorsement or guarantee amount exceeds prescribed limits due to changes in calculation bases, a plan shall be formulated and submitted to the supervisors to eliminate the endorsement or guarantee amount or excess portion within a prescribed period, and reported to the Board of Directors.

Article 16 After being approved by the Board of Directors, these Procedures shall be submitted to each supervisor and presented to the shareholders’ meeting for approval and adoption. The same process shall apply to any amendments thereto. Where any director raises an objection with a record or written statement, the Company shall also forward the objection-related information to each supervisor and present it to the shareholders’ meeting for discussion.

Where the Company or its subsidiaries provide a material endorsement or guarantee for others, such matter shall be submitted to the Board of Directors and may be carried out only upon approval by at least two-thirds of all directors.

For the purposes of the preceding paragraph, the term “all directors” shall be calculated based on the number of directors actually in office.

Article 17 The Chairman may formulate more conservative management principles in accordance with these Procedures. Such principles shall take precedence upon approval by at least two-thirds of the directors present at a board meeting attended by at least two-thirds of all directors. The same shall apply to amendments.

Article 18 All matters concerning the Company’s external endorsements and guarantees shall be

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handled in accordance with these Procedures. Any matters not provided herein shall be handled in accordance with applicable laws and the Company’s relevant regulations.

Article 19 These Procedures were adopted on June 24, 2020.

The first amendment was made on June 28, 2023.

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【Appendix VI】

Pell Bio-Med Technology Co., Ltd.
Regulations Governing the Handling of Derivative Products
Transactions (Before Amendment)

I. Purpose

In accordance with the Company’s Procedures for Handling the Acquisition and Disposal of Assets, these Regulations are established to govern the management of derivative products, and to effectively manage risks arising from fluctuations in foreign exchange rates of the Company’s foreign currency positions as well as fluctuations in raw material prices resulting from business operations.

II. Scope of Application

The Company and its subsidiaries in which the Company holds more than fifty percent (50%) of the shares.

III. Trading Strategies

Trading Principles and Policies

1-1. Types of Transactions

Derivative products transactions shall primarily involve forward contracts, options, swaps, futures, and structured contracts composed of the foregoing instruments. Where other derivative products are required, they shall be implemented only after approval by resolution of the Board of Directors in accordance with relevant regulations.

1-2. Operating or Hedging Strategy

Derivative products shall be selected based on the principle of risk avoidance and shall be transacted primarily through financial institutions.

1-3. Allocation of Responsibilities

a. Operating Units: Provide estimated hedging positions for reference by the Finance Department.

b. Finance Department: Continuously monitor market information, assess trends and risks, possess adequate knowledge of financial instruments, rules, and regulations, manage risk exposures, confirm transaction execution, prepare reports in accordance with laws and regulations, and provide sufficient and timely information to management, operations, procurement, accounting, and treasury departments for reference.

1-4. Transaction Limits

Transaction limits shall be based on the Company’s projected net foreign exchange positions and raw material positions arising from business operations over the next three months. Any changes shall require approval by the Chairman and the Chief Financial Officer or Vice President of Finance. Any amendments to the authorization table for derivative products transactions shall be implemented only after approval by the Board of Directors.

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1-5. Maximum Loss Limits

The maximum loss limits for the Company’s derivative products transactions, whether on an aggregate basis or per individual contract, shall be determined in accordance with risk exposures and contractual positions as set forth below:

Authorization Level	Maximum Loss as a Percentage of Total or Individual Contract Amount
Chairman	15%
General Manager	10%
CFO	5%

If the loss amount reaches the applicable limit, the authorized personnel shall be immediately notified, and the responsible authorized officer shall instruct appropriate responsive measures. If the loss amount reaches twenty-five percent (25%) of the total or individual contract amount, public announcement shall be made in accordance with applicable laws and regulations, and relevant information shall be submitted to the Board of Directors for reporting.

Operating Procedures

2-1. Authorized Limits

Authorized transaction limits for each derivative product shall be determined in accordance with the Company’s Authorization Table for Derivative Products Transactions. Amendments to the authorization table shall be based on changes in revenue growth and risk exposure and shall be implemented only after approval by the Board of Directors. The same shall apply to any revisions.

2-2. Executing Units

Derivative products transactions and management shall be performed only by qualified professional personnel. Transaction personnel shall be designated from the financial management department.

Where a public company conducts derivative products transactions and authorizes relevant personnel to do so in accordance with its established handling procedures, such transactions shall be reported to the most recent meeting of the Board of Directors after execution.

Accounting Treatment

The accounting treatment of derivative products shall be conducted in accordance with applicable financial accounting standards and relevant rulings issued by the competent authorities. Necessary reports shall be prepared periodically to calculate realized and unrealized gains or losses for management’s evaluation.

Internal Control System

4-1. Following evaluation of various risks, financial institutions with which the Company conducts transactions shall be selected accordingly.

4-2. Internal Controls

a. Trading personnel, settlement personnel (finance), and confirmation personnel (accounting) shall not concurrently hold any of these positions.

b. After completing a transaction, trading personnel (finance) shall submit transaction vouchers or contracts to confirmation personnel (accounting) for recordkeeping.

c. Confirmation personnel (accounting) shall promptly confirm transactions and periodically reconcile or obtain confirmations from counterpart financial institutions.

4-3. Periodic Evaluation

With respect to policy implementation and performance, the Chief Financial Officer shall periodically convene meetings of relevant personnel to review operating strategies and performance results. Transaction positions and performance shall be reported on a weekly basis to the head of the Funds Department; however, for hedging-related derivative instruments, such information may be reported to the head of the Funds Department on a biweekly basis, reported monthly to the Chief Financial Officer, and reported quarterly to the Chairperson of the Board.

Internal Audit System

Internal auditors shall periodically review the adequacy of internal controls and audit the trading department’s compliance with the Company’s Regulations Governing the Handling of Derivative Products Transactions. Audit reports shall be prepared. Any material violations shall be reported in writing to the Board of Directors.

Public companies engaging in derivative products transactions shall establish a register recording the type and amount of derivative products transactions, dates of Board of Directors’ approval, and matters requiring prudent evaluation pursuant to Items 1-4, 1-5, and 4-3 of Section III, for inspection purposes.
Internal auditors of public companies shall periodically review the adequacy of internal controls over derivative products transactions and shall conduct monthly audits of the trading department’s compliance with handling procedures. Audit reports shall be prepared. Any material violations shall be reported in writing to the supervisors.

IV. Miscellaneous

These Regulations shall be implemented after approval by resolution of the Board of Directors and subsequent approval by the shareholders’ meeting. The same shall apply to any amendments hereto.

These Regulations were amended on June 28, 2023.

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【Appendix VII】

Pell Bio-Med Technology Co., Ltd.
Rules of Procedure for Board of Directors Meetings (Before Amendment)

Article 1 (Legal Basis)
These Rules of Procedure are formulated in accordance with Article 26-3, Paragraph 8 of the Securities and Exchange Act (the “SEA”) promulgated by the Financial Supervisory Commission of the Executive Yuan (the “FSC”), and the relevant provisions of the Rules of Procedure for Board of Directors Meetings of Public Companies (the “Rules of Procedure”).

Article 2 (Scope of Application)
The rules governing meetings of the Board of Directors of the Company, including the principal agenda items, operating procedures, matters to be recorded in meeting minutes, public announcements, and other matters to be observed, shall be handled in accordance with these Rules. Where other laws or regulations provide otherwise, such laws or regulations shall prevail.

Article 3 (Convening of Board Meetings and Meeting Notices)
The Board of Directors of the Company shall meet at least once every quarter.
Board meetings shall be convened by stating the purpose of the meeting and notifying all Directors and Supervisors at least seven days in advance. In the event of an emergency, meetings may be convened at any time.
With the consent of the recipients, the notices referred to in the preceding paragraph may be given in writing, by electronic means, or by fax.
Matters listed in the subparagraphs of Article 7, Paragraph 1 shall be specified in the notice of meeting and shall not be proposed as extemporaneous motions.

Article 4 (Time and Place of Meetings)
Meetings of the Board of Directors shall be held at the Company’s principal place of business and during office hours, or at another time and place convenient for Directors’ attendance and suitable for holding such meetings.

Article 5 (Responsible Unit, Meeting Notices, and Materials)
The unit responsible for handling Board meeting affairs shall be the Finance Department. The responsible unit shall prepare the agenda and provide sufficient meeting materials, which shall be sent together with the meeting notice.
If any Director considers the meeting materials insufficient, he or she may request supplementation from the responsible unit. If a Director deems the proposal materials inadequate, deliberation may be postponed upon a resolution of the Board.

Article 6 (Agenda Items)
The agenda of regular Board meetings shall at least include the following:

Reports:
(1) Minutes of the previous meeting and status of implementation.
(2) Important financial and business reports.
(3) Internal audit reports.
(4) Other important reports.
Discussion Items:
(1) Matters reserved for discussion from the previous meeting.
(2) Matters for discussion at the current meeting.

Extemporaneous Motions.

Article 7 (Matters Required to Be Submitted to the Board for Resolution)

Pursuant to Article 14-3 of the Securities and Exchange Act and Article 7 of the Meeting Rules, the following matters shall be submitted to the Board of Directors for discussion and resolution:

Company operating plans.
Annual and semi-annual financial reports, except where the semi-annual financial reports are not required by law to be audited and certified by a certified public accountant.
The establishment or amendment of internal control systems pursuant to Article 14-1 of the Securities and Exchange Act and the evaluation of their effectiveness.
The establishment or amendment of procedures for major financial activities such as acquisition or disposal of assets, engagement in derivative transactions, lending of funds to others, endorsements or guarantees for others pursuant to Article 36-1 of the Securities and Exchange Act.
Matters involving a Director’s or Supervisor’s personal interest.
Material asset or derivative transactions.
Material loans of funds, endorsements, or guarantees.
The offering, issuance, or private placement of equity-type securities.
Appointment, dismissal, or remuneration of certified public accountants.
Election or dismissal of the Chairperson where no standing directors are established.
Appointment or dismissal of heads of finance, accounting, or internal audit.
Donations to related parties, or material donations to non-related parties; provided that public-interest donations made for emergency relief due to major natural disasters may be submitted for ratification at the next Board meeting.
Other matters required by laws, regulations, the Articles of Incorporation, resolutions of the shareholders’ meeting or Board of Directors, or as prescribed by the competent authority.

For the purposes of Subparagraph 12 of the preceding paragraph, “related parties” shall mean those defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers. “Material donations to non-related parties” shall mean any single donation or cumulative donations within one year to the same recipient amounting to NT$100 million or more, or reaching 1% of net operating revenue or 5% of paid-in capital shown in the most recent audited financial statements.

The “within one year” period referred to above shall be calculated retrospectively from the date of the current Board meeting; amounts already approved by the Board shall not be included.

Where shares of a foreign company have no par value or a par value other than NT$10, the threshold of 5% of paid-in capital shall be calculated based on 2.5% of shareholders’ equity.

Where the Company has independent directors, at least one independent director shall attend the Board meeting in person; for matters required to be submitted to the Board under Paragraph 1, all independent directors shall attend. If an independent director is unable to attend in person, another independent director shall attend by proxy. Any dissenting or qualified opinions of independent directors shall be recorded in the minutes. If an independent director is unable to attend in person to express a dissenting or qualified opinion, he or she shall submit a written opinion in advance, unless there is a

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legitimate reason, and such opinion shall be recorded in the minutes.

Article 8 (Principles of Authorization)

Except for matters required to be submitted to the Board under the preceding article, the levels and scope of authority delegated by the Board pursuant to laws or the Articles of Incorporation shall be specific and explicit.

Article 9 (Attendance Register and Proxy Attendance)

An attendance register shall be prepared at each Board meeting for Directors to sign in for reference.

Directors shall attend Board meetings in person. If unable to do so, they may appoint another Director as proxy in accordance with the Articles of Incorporation. Participation by video conference shall be deemed personal attendance.

A Director appointing another Director as proxy shall issue a proxy for each meeting and specify the scope of authorization with respect to the matters convened.

Each proxy may accept authorization from only one Director.

Article 10 (Chairperson and Acting Chairperson)

Board meetings shall be convened and chaired by the Chairperson. However, the first Board meeting of each term shall be convened by the Director with the highest number of voting rights obtained at the shareholders' meeting, who shall serve as Chairperson. If there is more than one such Director, one shall be elected by mutual consent.

Where the Board is convened by more than half of the Directors pursuant to Article 203, Paragraph 4 or Article 203-1, Paragraph 3 of the Company Act, one Director shall be elected by mutual consent to act as Chairperson.

If the Chairperson is on leave or unable to perform his or her duties, the Chairperson shall designate another Director to act on his or her behalf. If no such designation is made, one Director shall be elected by mutual consent to act as Chairperson.

Article 11 (Non-Director Attendees at the Board Meeting)

Depending on the contents of the proposals, the Company may notify relevant departments or subsidiary personnel to attend Board meetings.

When necessary, certified public accountants, lawyers, or other professionals may be invited to attend meetings and provide explanations; however, they shall leave during discussions and voting.

No Director may be accompanied by personnel from irrelevant departments or subsidiaries unless approved by a Board resolution.

Article 12 (Commencement of Meetings)

If, at the scheduled meeting time, fewer than half of all Directors are present, the Chairperson may announce a postponement, limited to two times. If attendance remains insufficient after two postponements, the Chairperson may reconvene the meeting in accordance with the procedures under Article 3, Paragraph 2.

For the purposes of the preceding paragraph and Article 17, Paragraph 2, Subparagraph 2, "all Directors" shall mean those actually in office.

Article 13 (Discussion of Proposals)

The Board of Directors shall conduct its proceedings in accordance with the agenda specified in the meeting notice; provided, however, that such agenda may be changed with the consent of a majority of the directors present at the meeting.

The chairperson shall not unilaterally declare the meeting adjourned unless consent is obtained from a majority of the directors present.

During the course of the meeting, if the number of directors in attendance falls below

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a majority of the directors originally present, the chairperson shall, upon a motion duly made by the directors in attendance, announce a temporary suspension of the meeting, and the provisions of Paragraph 1 of the preceding Article shall apply mutatis mutandis.

Article 14 (Voting Procedures I)

When the Chairperson considers that discussion of a proposal is sufficient, he or she may announce the end of discussion and proceed to a vote.

If, upon inquiry by the Chairperson, all attending Directors raise no objection, the proposal shall be deemed approved.

Except as provided above, voting may be conducted by any of the following methods at the discretion of the Chairperson:

Show of hands or electronic voting devices.
Roll-call voting.
Ballot voting.
Other voting methods approved by the Board.

Where appointing inspectors or vote counters is necessary, they shall be designated by the Chairperson.

Where a proposal has amendments or substitute proposals duly seconded, the Chairperson shall determine the voting sequence. If one proposal is approved, the others shall be deemed rejected without further voting.

“Attending Directors” as referred to in the preceding two paragraphs shall exclude Directors who are not entitled to vote pursuant to Article 16, Paragraph 1.

Voting results shall be announced on the spot and recorded.

Article 15 (Voting Procedures II)

Unless otherwise provided by the Security and Exchange Act or the Company Act, resolutions of the Board shall require the attendance of a majority of Directors and approval by a majority of the Directors present.

Article 16 (Recusal for Conflict of Interest)

A Director who has a personal interest in a matter before the Board, or where the matter involves an entity he or she represents, shall explain the essential details of such interest at the meeting and, where there is a risk of harming the Company’s interests, shall not participate in discussion or voting and shall recuse himself or herself. Such Director may not act as proxy for another Director in voting.

Where a Director’s spouse, relatives by blood within two degrees, or a company with a control or subordinate relationship with the Director has an interest in the matter, it shall be deemed that the Director has a personal interest.

For resolutions of the Board, Directors who are not entitled to vote under the preceding paragraph shall be handled in accordance with Article 206, Paragraph 3 of the Company Act, mutatis mutandis applying Article 180, Paragraph 2 thereof.

Article 17 (Minutes, Execution, and Preservation)

Minutes shall be prepared for Board meetings and shall accurately record the following:

Session number (or year), time, and place of the meeting.
Name of the Chairperson.
Attendance status of Directors, including names and numbers of those present, on leave, and absent.
Names and titles of attendees.

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Name of the recorder.
Report items.
Discussion items: The method and result of resolution of each proposal; summaries of statements made by directors, supervisors, experts, and other persons; the name(s) of any director(s) involved in a conflict of interest as referred to in Paragraph 1 of the preceding Article; an explanation of the material aspects of such conflict of interest; the reasons for recusal or non-recusal; the status of such recusal; any dissenting or qualified opinions together with any records thereof or written statements; and any written opinions issued by independent directors in accordance with Paragraph 5 of Article 7.
Extemporaneous motions: The name of the proposer; the method and result of resolution of the proposal; summaries of statements made by directors, supervisors, experts, and other persons; the name(s) of any director(s) involved in a conflict of interest as referred to in Paragraph 1 of the preceding Article; an explanation of the material aspects of such conflict of interest; the reasons for recusal or non-recusal; the status of such recusal; and any dissenting or qualified opinions, together with any records thereof or written statements.
Other matters to be recorded.

If any of the following circumstances apply to Board resolutions, they shall not only be recorded in the minutes but also publicly announced and reported on the information reporting website designated by the competent authority within two days from the date of the Board meeting:

Independent directors have expressed dissenting or qualified opinions with records or written statements.
Where an audit committee has been established and a resolution is passed by two-thirds or more of all Directors without approval by the audit committee.

The attendance register shall constitute part of the minutes and shall be properly preserved for the duration of the Company's existence.

The minutes shall be signed or sealed by the Chairperson and the recorder, distributed to all Directors and Supervisors within twenty days after the meeting, and kept as important corporate records throughout the Company's existence.

The preparation and distribution of minutes may be conducted electronically.

Article 18 The Company shall make complete audio or video recordings of the entire Board meeting and preserve them for at least five years, which may be done electronically.

If litigation arises relating to Board resolutions before the expiration of the preservation period, the relevant recordings shall be preserved until the conclusion of the litigation.

Where Board meetings are held by video conference, the audiovisual records shall constitute part of the minutes and shall be preserved for the duration of the Company's existence.

Article 19 (Executive Committee)

Where the Board has established an executive committee, the rules governing such meetings shall apply mutatis mutandis Articles 2, Article 3, Paragraph 2, Articles 4 through 6, Article 9, and Articles 11 through 18 hereof. The election or dismissal of the Chairperson shall apply mutatis mutandis Article 3, Paragraph 4.

However, where executive committee meetings are scheduled and convened within seven days, notice may be given to executive directors two days in advance.

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Article 20 (Supplementary Provisions)

These Rules of Procedure shall be adopted upon approval by the Board of Directors and reported to the shareholders' meeting. Any future amendments may be authorized for resolution by the Board of Directors.

These Rules of Procedure shall take effect on June 28, 2023.

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【Appendix VIII】

Pell Bio-Med Technology Co., Ltd.

Procedure for Election of Directors (Before Amendment)

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

Article 2 Except as otherwise provided by law and regulation or by this Corporation's articles of incorporation, elections of directors shall be conducted in accordance with these Procedures.

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

Basic requirements and values: Gender, age, nationality, and culture.
Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing, technology), professional skills, and industry experience.

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

The ability to make judgments about operations.
Accounting and financial analysis ability.
Business management ability.
Crisis management ability.
Knowledge of the industry.
An international market perspective.
Leadership ability.
Decision-making ability.

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

The board of directors of this Corporation shall consider adjusting its composition based on the results of performance evaluation.

Article 4 The qualifications for the independent directors of this Corporation shall comply with Articles 2, 3, and 4 of the "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies".

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

Article 5 Elections of directors at this Corporation shall be conducted in accordance with the candidate nomination system and procedures set out in Article 192-1 of the Company Act.

When the number of directors falls below five due to the dismissal of a director for any reason, this Corporation shall hold a by-election to fill the vacancy at its next shareholders meeting. When the number of directors falls short by one third of the total number prescribed in this Corporation's articles of incorporation, this Corporation shall call a special shareholders meeting within 60 days from the date of occurrence to hold a by-election to fill the vacancies.

When the number of independent directors falls below that required under the proviso of

Article 14-2, paragraph 1 of the Securities and Exchange Act, a by-election shall be held at the next shareholders meeting to fill the vacancy. When the independent directors are dismissed en masse, a special shareholders meeting shall be called within 60 days from the date of occurrence to hold a by-election to fill the vacancies.

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

Article 7 The board of directors shall prepare separate ballots for directors in numbers corresponding to the directors or supervisors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.

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

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

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

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

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

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

Article 12 The board of directors of this Corporation shall issue notifications to the persons elected as directors.

Article 13 These Procedures, and any amendments hereto, shall be implemented after approval by a shareholders meeting.

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【Appendix VIII】

Pell Bio-Med Technology Co., Ltd.
Sustainable Development Principles (Before Amendment)

Article 1 Pell Bio-Med Technology Co., Ltd. (hereinafter referred to as the "Company"), in order to fulfill corporate social responsibility initiatives and to promote economic, environmental, and social advancement for purposes of sustainable development, hereby establishes these Principles with reference to the "Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies" formulated by the Taiwan Stock Exchange Corporation (hereinafter referred to as the "TWSE") and the Taipei Exchange (hereinafter referred to as the "TPEx"), for adherence and compliance.

The Company shall, with reference to the "Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies," promulgate its own sustainable development principles to manage its economic, environmental, and social risks and impacts.

Article 2 The Principles apply to the Company, including the entire operations of the Company and its business group.

The Principles encourage the Company to actively fulfill sustainable development in the course of the business operations so as to follow international development trends and to contribute to the economic development of the country, to improve the quality of life of employees, the community and society by acting as responsible corporate citizens, and to enhance competitive edges built on sustainable development.

Article 3 In promoting sustainable development initiatives, the Company shall, in its corporate management guidelines and business operations, give due consideration to the rights and interests of stakeholders and, while pursuing sustainable operations and profits, also give due consideration to the environment, society and corporate governance.

The Company shall, in accordance with the materiality principle, conduct risk assessments of environmental, social and corporate governance issues pertaining to company operations and establish the relevant risk management policy or strategy.

Article 4 To implement sustainable development initiatives, the Company are advised to follow the principles below:

Exercise corporate governance.
Foster a sustainable environment.
Preserve public welfare.
Enhance disclosure of corporate sustainable development information.

Article 5 The Company shall take into consideration the correlation between the development of domestic and international sustainable development issues and corporate core business operations, and the effect of the operation of individual companies and of their respective business groups as a whole on stakeholders, in establishing their policies, systems or relevant management guidelines, and concrete promotion plans for sustainable development programs, which shall be approved by the board of directors and then reported to the shareholders meeting.

When a shareholder proposes a motion involving sustainable development, the company's board of directors is advised to review and consider including it in the shareholders meeting agenda.

Article 6 The Company is advised to follow the "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies", the "Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies", and the "Code of Ethical Conduct for TWSE/TPEx Listed Companies" to establish effective corporate governance frameworks and relevant ethical standards so as to enhance corporate governance.

Article 7 The directors of the Company shall exercise the due care of good administrators to urge the company to perform its sustainable development initiatives, examine the results of the implementation thereof from time to time and continually make adjustments so as to ensure the thorough implementation of its sustainable development policies.

The board of directors of the Company is advised to give full consideration to the interests of stakeholders, including the following matters, in the company's furtherance of its sustainable

development objectives:

Identifying the company's sustainable development mission or vision, and declaring its sustainable development policy, systems or relevant management guidelines;
Making sustainable development the guiding principle of the company's operations and development, and ratifying concrete promotional plans for sustainable development initiatives; and
Enhancing the timeliness and accuracy of the disclosure of sustainable development information.

The board of directors shall appoint executive-level positions with responsibility for economic, environmental, and social issues resulting from the business operations of the Company, and to report the status of the handling to the board of directors. The handling procedures and the responsible person for each relevant issue shall be concrete and clear.

Article 8 The Company is advised to, on a regular basis, organize education and training on the promotion of sustainable development initiatives, including promotion of the matters prescribed in paragraph 2 of the preceding article.

Article 9 For the purpose of managing sustainable development initiatives, the Company is advised to create a governance structure for promotion of sustainable development, and establish an exclusively (or concurrently) dedicated unit to be in charge of proposing and enforcing the sustainable development policies, systems, or relevant management guidelines, and concrete promotional plans and to report on the same to the board of directors on a periodic basis.

The Company is advised to adopt reasonable remuneration policies, to ensure that remuneration arrangements support the strategic aims of the organization, and align with the interests of stakeholders.

It is advised that the employee performance evaluation system be combined with sustainable development policies, and that a clear and effective incentive and discipline system be established.

Article 10 The Company shall, based on respect for the rights and interests of stakeholders, identify stakeholders of the company, and establish a designated section for stakeholders on the company website; understand the reasonable expectations and demands of stakeholders through proper communication with them, and adequately respond to the important sustainable development issues which they are concerned about.

Article 11 The Company shall follow relevant environmental laws, regulations and international standards to properly protect the environment and shall endeavor to promote a sustainable environment when engaging in business operations and internal management.

Article 12 The Company is advised to endeavor to utilize energy more efficiently and use renewable materials which have a low impact on the environment to improve sustainability of natural resources.

Article 13 The Company is advised to establish proper environment management systems based on the characteristics of their industries. Such systems shall include the following tasks:

Collecting sufficient and up-to-date information to evaluate the impact of the company's business operations on the natural environment.
Establishing measurable goals for environmental sustainability, and examining whether the development of such goals should be maintained and whether it is still relevant on a regular basis.
Adopting enforcement measures such as concrete plans or action plans, and examining the results of their operation on a regular basis.

Article 14 The Company is advised to establish a dedicated unit or assign dedicated personnel for drafting, promoting, and maintaining relevant environment management systems and concrete action plans, and should hold environment education courses for their managerial officers and other employees on a periodic basis.

Article 15 The Company is advised to take into account the effect of business operations on ecological efficiency, promote and advocate the concept of sustainable consumption, and conduct research and development, procurement, production, operations, and services in accordance with the following principles to reduce the impact on the natural environment and human beings from their business operations:

Reduce resource and energy consumption of their products and services.

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Reduce emission of pollutants, toxins and waste, and dispose of waste properly.
Improve recyclability and reusability of raw materials or products.
Maximize the sustainability of renewable resources.
Enhance the durability of products.
Improve efficiency of products and services.

Article 16 To improve water use efficiency, the Company shall properly and sustainably use water resources and establish relevant management measures.

The Company shall construct and improve environmental protection treatment facilities to avoid polluting water, air and land, and use their best efforts to reduce adverse impact on human health and the environment by adopting the best practical pollution prevention and control measures.

Article 17 The Company is advised to assess the current and future potential risks and opportunities that climate change may present to enterprises and to adopt related measures.

The Company is advised to adopt standards or guidelines generally used in Taiwan and abroad to enforce corporate greenhouse gas inventory and to make disclosures thereof, the scope of which shall include the following:

Direct greenhouse gas emissions: emissions from operations that are owned or controlled by the company.
Indirect greenhouse gas emissions: emissions resulting from the utilization of energy such as imported electricity, heating, or steam.
Other indirect emissions: emissions resulting from corporate activities that are not indirect emissions from energy, but are from other sources of emissions owned or controlled by the company.

The Company is advised to compile statistics on greenhouse gas emissions, volume of water consumption and total weight of waste and to establish policies for energy conservation, carbon and greenhouse gas reduction, reduction of water consumption or management of other wastes. The company's carbon reduction strategies should include obtaining carbon credits and be promoted accordingly to minimize the impact of their business operations on climate change.

Article 18 The Company shall comply with relevant laws and regulations, and the International Bill of Human Rights, with respect to rights such as gender equality, the right to work, and prohibition of discrimination.

The Company, to fulfill its responsibility to protect human rights, shall adopt relevant management policies and processes, including:

Presenting a corporate policy or statement on human rights.
Evaluating the impact of the company's business operations and internal management on human rights, and adopting corresponding handing processes.
Reviewing on a regular basis the effectiveness of the corporate policy or statement on human rights.
In the event of any infringement of human rights, the company shall disclose the processes for handling of the matter with respect to the stakeholders involved.

The Company shall comply with the internationally recognized human rights of labor, including the freedom of association, the right of collective bargaining, caring for vulnerable groups, prohibiting the use of child labor, eliminating all forms of forced labor, eliminating recruitment and employment discrimination, and shall ensure that their human resource policies do not contain differential treatments based on gender, race, socioeconomic status, age, or marital and family status, so as to achieve equality and fairness in employment, hiring conditions, remuneration, benefits, training, evaluation, and promotion opportunities.

The Company shall provide an effective and appropriate grievance mechanism with respect to matters adversely impacting the rights and interests of the labor force, in order to ensure equality and transparency of the grievance process. Channels through which a grievance may be raised shall be clear, convenient, and unobstructed. The Company shall respond to any employee's grievance in an appropriate manner.

Article 19 The Company shall provide information for their employees so that the employees have knowledge of the labor laws and the rights they enjoy in the countries where the companies have business operations.

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Article 20 The Company is advised to provide safe and healthful work environments for their employees, including necessary health and first-aid facilities and shall endeavor to curb dangers to employees' safety and health and to prevent occupational accidents.

The Company is advised to organize training on safety and health for their employees on a regular basis.

Article 21 The Company is advised to create an environment conducive to the development of their employees' careers and establish effective training programs to foster career skills.

The Company shall establish and implement reasonable employee welfare measures (including remuneration, leave and other welfare etc.) and appropriately reflect the business performance or achievements in the employee remuneration, to ensure the recruitment, retention, and motivation of human resources, and achieve the objective of sustainable operations.

Article 22 The Company shall establish a platform to facilitate regular two-way communication between the management and the employees for the employees to obtain relevant information on and express their opinions on the company's operations, management and decisions.

The Company shall respect the employee representatives' rights to bargain for the working conditions, and shall provide the employees with necessary information and hardware equipment, in order to improve the negotiation and cooperation among employers, employees and employee representatives.

The Company shall, by reasonable means, inform employees of operation changes that might have material impacts.

Article 22-1 The Company is advised to treat customers or consumers of its products or services in a fair and reasonable manner, including according to the following principles: fairness and good faith in contracting, duty of care and fiduciary duty, truthfulness in advertising and soliciting, fitness of products or services, notification and disclosure, commensuration between compensation and performance, protection of the right to complain, professionalism of salespersons etc. Said company shall also develop the relevant strategies and specific measures for implementation.

Article 23 The Company shall take responsibility for their products and services, and take marketing ethics seriously. In the process of research and development, procurement, production, operations, and services, the company shall ensure the transparency and safety of their products and services. They further shall establish and disclose policies on consumer rights and interests, and enforce them in the course of business operations, in order to prevent the products or services from adversely impacting the rights, interests, health, or safety of consumers.

Article 24 The Company shall ensure the quality of their products and services by following the laws and regulations of the government and relevant standards of their industries.

The Company shall follow relevant laws, regulations and international guidelines in regard to customer health and safety and customer privacy involved in, and marketing and labeling of, their products and services and shall not deceive, mislead, commit fraud or engage in any other acts which would betray consumers' trust or damage consumers' rights or interests.

Article 25 The Company is advised to evaluate and manage all types of risks that could cause interruptions in operations, so as to reduce the impact on consumers and society.

The Company is advised to provide a clear and effective procedure for accepting consumer complaints to fairly and timely handle consumer complaints, shall comply with laws and regulations related to the Personal Information Protection Act for respecting consumers' rights of privacy and shall protect personal data provided by consumers.

Article 26 The Company is advised to assess the impact their procurement has on society as well as the environment of the community that they are procuring from, and shall cooperate with their suppliers to jointly implement the corporate social responsibility initiative.

The Company is advised to establish supplier management policies and request suppliers to comply with rules governing issues such as environmental protection, occupational safety and health or labor rights. Prior to engaging in commercial dealings, the Company is advised to assess whether there is any record of a supplier's impact on the environment and society, and avoid conducting transactions with those against corporate social responsibility policy.

The Company enters into a contract with any of their major suppliers, the content should include terms stipulating mutual compliance with corporate social responsibility policy, and that the contract may be terminated or rescinded any time if the supplier has violated such policy and has caused

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significant negative impact on the environment and society of the community of the supply source.

Article 27 The Company shall evaluate the impact of their business operations on the community, and adequately employ personnel from the location of the business operations, to enhance community acceptance.

The Company is advised to, through equity investment, commercial activities, endowments, volunteering service or other charitable professional services etc., dedicate resources to organizations that commercially resolve social or environmental issues, participate in events held by citizen organizations, charities and local government agencies relating to community development and community education to promote community development.

Article 27-1 The Company is advised to dedicate resources to cultural and art activities or the cultural and creative industry constantly through endowments, sponsorships, investments, procurements, strategic cooperation, volunteering technical services of enterprises, or other forms of support, to promote cultural development.

Article 28 The Company shall disclose information according to relevant laws, regulations and the "Corporate Governance Best Practice Principles for TWSE/TPEx listed Companies" and shall fully disclose relevant and reliable information relating to their sustainable development initiatives to improve information transparency.

Relevant information relating to sustainable development which the Company shall disclose includes:

The policy, systems or relevant management guidelines, and concrete promotion plans for sustainable development initiatives, as resolved by the board of directors.
The risks and the impact on the corporate operations and financial condition arising from exercising corporate governance, fostering a sustainable environment and preserving social public welfare.
Goals and measures for promoting the sustainable development initiatives established by the companies, and performance in implementation.
Major stakeholders and their concerns.
Disclosure of information on major suppliers' management and performance with respect to major environmental and social issues.
Other information relating to sustainable development initiatives.

Article 29 The Company shall adopt internationally widely recognized standards or guidelines when producing sustainability reports, to disclose the status of their implementation of the sustainable development policy. It also is advisable to obtain a third-party assurance or verification for reports to enhance the reliability of the information in the reports. The reports are advised to include:

The policy, system, or relevant management guidelines and concrete promotion plans for implementing sustainable development initiatives.
Major stakeholders and their concerns.
Results and a review of the exercising of corporate governance, fostering of a sustainable environment, preservation of public welfare and promotion of economic development.
Future improvements and goals.

Article 30 The Company shall at all times monitor the development of domestic and foreign sustainable development standards and the change of business environment so as to examine and improve their established sustainable development framework and to obtain better results from the promotion of the sustainable development policy.

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【Appendix X】

Shareholdings of Directors

Base date : April 20,2026

Elected date : February 27,2024

Job Title	Name	Shares held as of the book closure date		Number of shares held as of the record date
		Holding shares	Holding rate	Holding shares	Holding rate
Chairman	Lizhun Investment Co., Ltd.
Representative : Lin, Chen-Lung	4,175,627	9.37%	4,175,627	6.37%
Director	Wistron Medical Tech Holding Company
Representative : Lin, Frank F.C	6,047,318	13.57%	5,997,318	9.15%
Director	Acer Incorporated.	2,400,000	5.38%	1,861,326	2.84%
Independent Director	Yu, Chi-Juan	0	0	0	0
Independent Director	Lee, Mang-Shiou	0	0	0	0
Independent Director	Sun, Wei-Hsin	0	0	0	0
Independent Director	Wang, Ming-Yu	0	0	0	0
Total		12,622,945	28.32%	12,034,271	18,36%

note1 : Total shares issued as of April 20, 2026: 65,580,050 common shares.

note2 : Given that the independent directors of the Company exceed one-half of the total director seats and an audit committee has been established legally, the provisions on the minimum percentage requirements for the shareholding respectively of all directors and supervisors shall not apply.

【Appendix XI】Other notes

Instructions for handling shareholder proposals at this regular shareholders' meeting:

According to Article 172-1 of the Company Act, shareholders holding more than 1% of the total number of issued shares may submit a resolution to the company in writing for the general meeting of shareholders.
The company's 2026 regular shareholders meeting will accept shareholder proposals from April 13, 2026 to April 22, 2026, and has been announced on the Public Information Observation Station in accordance with the law.
As of the deadline for proposals, the Company has not received any proposals from shareholders holding more than 1% of the shares.

AI assistant

PELL BMT — AGM Information 2026

52672_rns_2026-05-18_8156f0a3-cd73-4d74-bc7f-846f2aca246b.pdf

PELL BIO-MED TECHNOLOGY CO., LTD

Table of Contents

PELL BIO-MED TECHNOLOGY CO. LTD.

II. Matters for Rectification

Pell Bio-Med Technology Co., Ltd.

INDEPENDENT AUDITORS' REPORT TRANSLATED FROM CHINESE

Opinion

Basis for opinion

Key audit matters

Indicator of impairment assessment of property, plant and equipment and right-of-use assets

Description

How our audit addressed the matter

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

Auditor’s responsibilities for the audit of the financial statements

PELL BIO-MED TECHNOLOGY CO., LTD.

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY

YEARS ENDED DECEMBER 31, 2025 and 2024

INDEPENDENT AUDITORS' REPORT TRANSLATED FROM CHINESE

Indicator of impairment assessment of property, plant and equipment and right-of-use assets

Description

How our audit addressed the matter:

Other matter – Parent company only financial statements

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

Auditor’s responsibilities for the audit of the consolidated financial statements

PELL BIO-MED TECHNOLOGY CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

YEARS ENDED DECEMBER 31, 2025 and 2024

PELL BIO-MED TECHNOLOGY CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

YEARS ENDED DECEMBER 31, 2025 and 2024

PELL BIO-MED TECHNOLOGY CO., LTD.

Status of Implementation of the 2025 Robust Operations Plan

Implementation

Pell Bio-Med Technology Co., Ltd.

The 2024 Deficit Offsetting Proposal

2026 Employee Restricted Shares Plan

Comparison Table of Amendments to Procedure for Handling the Acquisition and Disposal of Assets

Comparison Table of Amendments to Regulations Governing the Handling of Derivative Products Transactions

Comparison Table of Amendments to Procedure for Election of Directors

Comparison Table of Amendments to Rules of Procedure of Shareholders' Meeting

PELL BIO-MED TECHNOLOGY CO., LTD

【Appendix I】

CHAPTER III SHAREHOLDERS' MEETINGS

CHAPTER IV DIRECTORS • SUPERVISOR AND MANAGER

CHAPTER V ACCOUNTING

CHAPTER VI SUPPLEMENTARY PROVISIONS

Article 7 Reporting and Public Disclosure Procedures

Article 11 Accountant's opinions

Article 12 Related Party Transactions

Article 17 Other

Article 8 Public Announcement and Reporting

Article 9 Penalties for Violations of These Procedures by Relevant Personnel

Article 10 Control Procedures for Subsidiaries

Shareholdings of Directors

【Appendix XI】Other notes

More from PELL BMT

PELL BMT AGM Information 2026