Stock Code: 2247
Date: June 12, 2026

汇德永業汽車股份有限公司

Pan German Universal Motors Ltd.
2026 Annual General Shareholders’ Meeting
Meeting Handbook

Location: 11F, Meeting Center Of capital Securities Corp.
( 11 F., No. 156, Sec. 3, Minsheng E. Rd., Songshan Dist., Taipei City, Taiwan )
Method of Convention: Physical Shareholders’ Meeting

(The translation of the Handbook for the 2026 Annual Shareholders’ Meeting is intended for reference only.
In case of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.)

Page

I. Meeting Procedure ... 1
II. Meeting Agenda ... 2
1. Reported Matters ... 2
2. Acknowledged Matters ... 5
3. Election Matters ... 5
4. Other Proposal ... 8
5. Extemporary Motions ... 9
III. Attachment ... 10
Attachment I. 2025 Business Report ... 10
Attachment II. Audit Committee’s Review Report ... 13
Attachment III. 2025 Earnings Distribution Statement ... 14
Attachment IV. 2025 The report on the acquisition of Right-of-Use Asset from related party ... 15
Attachment V. Accountant’s Audit Report and 2025 Financial Statements ... 16
IV. Appendix ... 36
Appendix I. Articles of Incorporation ... 36
Appendix II. Rules of Procedures of Shareholders’ Meeting ... 43
Appendix III. Procedures for Election of Directors ... 55
Appendix IV. Shareholding of All Directors ... 58

Pan German Universal Motors Ltd.

2026 Shareholders’ Meeting Agenda

I. Call meeting to order
II. Chairman’s Address
III. Report Matters
IV. Acknowledge Matters
V. Election Matters
VI. Other proposal
VII. Extemporary Motions
VIII. Adjournment

Pan German Universal Motors Ltd. 2026 Shareholders' Meeting Agenda

Date: June 12th, 2026, 9:30 a.m. (Friday)

Place: 11F., Capital Securities Corporation Conference Room (11F., No.156, Sec 3, Minsheng E. Rd., Songshan Dist., Taipei City 105402, Taiwan)

Method of convention: Physical Shareholders' Meeting

I. Call meeting to order
II. Chairman's address
III. Report Matters

Item No.1

Proposal: 2025 Business Report.

Explanation: 2025 the Company's business report, please refer to attachment I of the agenda.

Item No.2

Proposal: 2025 financial statements audited by audit committee.

Explanation: 1. 2025 the Company's business report, financial statements (including consolidated financial statement) and earnings distribution proposal, etc. were audited by audit committee, and the report has been offered.
2. Audit committee's review report, please refer to attachment II.

Item No.3

Proposal: 2025 employees' and directors' remuneration statement.

Explanation: 1. According to Article 28 of the Company Act, if the Company has profit, it shall appropriate not less than 0.1% as employees' remuneration, and not more than 3% as directors' remuneration, and not less than 40% of the employees' remuneration shall be allocated to grassroots employees.
2. For 2025, the Company appropriated employees' remuneration of NT$ 2,070,000 (excluding profit before tax of employees' and directors' remuneration), accounting for 0.11% of profit (paid by cash) and directors' remuneration was NT$ 18,600,000, accounting for 1.01% of profit.

Item No.4

Proposal: 2025 cash dividend of earnings distribution.

Explanation: 1. According to the Company's Articles of Incorporation, the Board of Directors is authorized to resolve to distribute earnings in cash after the end of each semi-annual period. The cash dividends for each semi-annual period in 2025, as approved by the Board of Directors, together with the amounts and payment date, are set forth below:

FY2025	Board Resolution Date	Payment Date	Cash Dividend per Share	Total Cash Dividends
1H 2025	2025/11/10	2026/2/6	NT$6.5	NT$ 524,606,778
2H 2025	2026/3/10	2026/8/18	NT$ 8	NT$ 645,669,880
Total				NT$ 1,170,276,658

(1) If the share capital changed to cause the number of outstanding common stocks, payment ratio changed as it, and the chairman was authorized to adjust full discretion.

(2) 2025 earnings distribution statement, please refer to attachment III

Item No.5

Proposal: 2025 The report on the acquisition of Right-of-Use Asset from related party.

Explanation: 1. According to the Rules Governing Financial and Business Matters Between the Company and its Associates, the Company shall obtain property rights on assets from associates and report transaction at the latest shareholders' meeting after the end of the year.

As per Regulations Governing the Acquisition and Disposal of Assets by Public Companies and Rules for Asset Acquisition and Disposal, any asset acquisition or disposal between the Company and associates shall be carefully evaluated and processed. Please refer to Attachment IV for relevant transactions and evaluations.

Item No.6

Proposal: Report on the reasons for the issuance of domestic unsecured convertible corporate bonds by the Company and related matters, submitted for review.

Explanation: 1. To replenish working capital, the Company issued its first domestic unsecured convertible corporate bonds and second domestic unsecured convertible corporate bonds in accordance with the relevant provisions of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers to meet the Company's funding needs.

Pursuant to Article 246 of the Company Act, the Company issued a total of two series of corporate bonds in 2025. The relevant details are as follows:

Tranche/type	First domestic unsecured convertible corporate bonds	Second domestic unsecured convertible corporate bonds
Approval number/date	Financial Supervisory Commission Letter No. Jin-Guan-Zheng-Fa-Zi-1140346114 dated June 6, 2025	Financial Supervisory Commission Letter No. Jin-Guan-Zheng-Fa-Zi-11403461141 dated June 6, 2025
Issue date	June 26, 2025	June 30, 2025
Total issue amount	NT$1,000,000,000	NT$1,000,000,000
Par value	NT$100,000	NT$100,000
Issue price	Issued at 101% of the par value	Issued at 102.37% of the par value
Issuance period	Three-year term
Coupon rate	0%
Method of repayment	Bullet repayment at maturity
Underwriter	Capital Securities Corp.
Principal repayment and corporate bond conversion transfer agent	Capital Securities Corp. Stock Agency Department
Outstanding principal amount	NT$1,000,000,000	NT$1,000,000,000
Conversion status	As of March 31, 2026, no conversion of these corporate bonds has been executed.
Conversion price at issuance	NT$307.6	NT$297.8
Latest conversion price	NT$282.8	NT$273.8
Status of implementation of the plan for use of proceeds	Execution was completed in Q3 2025 in accordance with the plan schedule.	Execution was completed in Q3 2025 in accordance with the plan schedule.

IV. Acknowledged Matters

Item No.1 (Proposed by the Board of Directors)

Proposal: 2025 financial statements.

Explanation:
1. The board of directors prepared 2025 the Company's business report, financial statements (including consolidate financial statement) and earnings distribution statement, etc., financial statements were audited by CPAs Shih, Chin-Chuang and Liu, Shu-Lin from Deloitte & Touch, Taiwan and then they have issued an audit report accordingly. The preceding business report, financial statements and earnings distribution proposal were audited by the audit committee, please refer to attachment I, attachment V and attachment III.
2. The preceding statements were submitted to the shareholders' meeting for approval.

Resolution:

V. Election Matters

(Proposed by the Board of Directors)

Proposal: Full re-election of the Company's Directors (including four Independent Directors), submitted for election.

Explanation:
1. The term of office of the Company's current Directors (including Independent Directors) will expire on June 15, 2026. A full re-election of Directors (including Independent Directors) shall be held at the 2026 Annual General Meeting of Shareholders. The newly elected Directors (including Independent Directors) shall take office immediately following the shareholders' meeting, and the term of the incumbent Directors and Independent Directors shall be terminated early, effective from the date of the re-election.
2. In accordance with the Articles of Incorporation, the Company adopts a candidate nomination system for the election of its Directors. Seven Directors (including four Independent Directors) shall be elected in this election for a three-year term from June 12, 2026 to June 11, 2029. Following the election, an Audit Committee shall be formed, composed of all Independent Directors.
3. This election shall be conducted in accordance with the Company's Procedures for Election of Directors and shall adopt the cumulative voting method.
4. The list of candidates for Director (including four Independent Directors) for this election was recommended by the seventh meeting of the second Nomination Committee on March 10, 2026, and approved by resolution at the second meeting of the Board of Directors in 2026. Shareholders shall

elect Directors and Independent Directors from the list of candidates, which is detailed in the table below:

Title/ category	Name of nominee	Education	Experience	Current position	Number of shares held
Director	Tang, Mu-Lien (Institutional Representative of Yun-Hwa Ltd.)	EMBA, School of Management, Ming Chuan University	Chairman, Pan German Universal Motors Ltd. Director, Pan German Motors Ltd. Director, Union Capital Carleasing Ltd. Director, Universal Motor Traders Ltd.	Chairman, Yung Hsin Car Rental Co., Ltd. Supervisor, Yi Der International Ltd. Director, Union Capital Carleasing Ltd. Director, Union Capital Leasing Co. Director, San Jie Co., Ltd. Director, Xing Rong Co., Ltd. Chairman, Yun-Hwa Ltd. Chairman, Yung-Foong Ltd. Chairman, Taipei Automobile Distributors Association	Number of shares held by the institutional shareholder: 8,428,171
Director	Tang, Jung-Tsung (Institutional Representative of De-Chen Ltd.)	Bachelor of Commerce, McGill University, Canada. Chartered Accountant, Canada.	Director, Pan German Universal Motors Ltd. Chairman, Pan German Motors Ltd. Director, Union Capital Carleasing Ltd. Director, Universal Motor Traders Ltd.	Chairman, Pan German Motors Ltd. Director, Union Capital Carleasing Ltd. Director, Union Capital Leasing Co. Director, Universal Motor Traders Ltd. Director, Universal Logistics Inc., Chairman, Universal Warehousing Inc., Director, Yung Foong Imp. & Exp. Co., Ltd. Chairman, Xing Rong Co., Ltd. Director, San Jie Co., Ltd. Chairman, De-Chen Ltd. Chairman, DE-YI Development Ltd. Standing Director, Taipei Automobile Distributors Association	Number of shares held by the institutional shareholder: 14,416,251
Director	Tang, Ju-Hsuan (Institutional Representative of Yung Foong Motors Ltd.)	Bachelor of Business Administration, Tamkang University	Director, Pan German Universal Motors Ltd. Director, Pan German Motors Ltd. Chairman, Universal Motor Traders Ltd.	Director, Pan German Motors Ltd. Chairman, Porsche Motors Ltd. Director, Xing Rong Co., Ltd. Chairman, San Jie Co., Ltd. Chairman, Yung Foong Invest Company Ltd., Chairman, Yung Foong Motors Ltd. Chairman, YONG JI Consultant Ltd. Director, RU YI Invest Company Ltd. Director, RU YI Management Consultant Company Ltd. Chairman, CW MedTech Limited. Director, Taipei Automobile Distributors Association	Number of shares held by the institutional shareholder: 5,448,448
Independent Director	Lee, Ta-Wei	Bachelor of Political Science (International Relations Division), National Taiwan University Master of Arts in Foreign Affairs, University of Virginia, USA PhD in Foreign Affairs, University of Virginia, USA	Chairman, Straits Exchange Foundation Secretary-General, Office of the President Secretary-General, National Security Council Minister, Ministry of Foreign Affairs Representative to the United States, Australia, the European Union, and Canada Director of the Government Information Office, Executive Yuan Associate Professor, National Taiwan Normal University	Honorary Chairman, Da Da Digital Charity Foundation	0 shares

Title/category	Name of nominee	Education	Experience
Independent Director	Wan, Tung-Hsuan	Ph.D. in Management Science, Tamkang University	Independent Director, Kindom Development Co., Ltd.
Associate Professor (Full-time), School of Management, Ming Chuan University
Associate Professor (Full-time), Department of Business Administration, Ming Chuan University
Deputy Director, School of Continuing Education, Ming Chuan University	Independent Director, Kindom Development Co., Ltd.
Associate Professor (Full-time), School of Management, Ming Chuan University	0 shares
Independent Director	Yang, Chun-Chiun	Bachelor of Criminal Investigation, Central Police University
Master of Criminal Justice, Oklahoma City University, USA
Graduate of Training Program for Police Officers with Junior Rank Seeking Promotion to Senior Rank, Central Police University	Chief, National Highway Police Bureau, National Police Agency, Ministry of the Interior
Senior Police Officer, National Police Agency
Deputy Commissioner, Police Department, New Taipei City Government
Deputy Commissioner, Tainan City Police Department
Department, Commissioner, Lienchiang County Police Chief, Wanhua Precinct, Taipei City Police Department
Chief, Neihu Precinct, Taipei City Police Department	None	0 shares
Independent Director	Ko, Chang-Chu	Bachelor of Horticulture, Chinese Culture University	Trading Department, Kinpo Electronics, Inc.
Director, Sales Department, Compal Electronics, Inc.
General Manager, Netherlands Branch, Compal Electronics, Inc.
Supervisor, SWENC Technology Co. Ltd. Corp.
Supervisor, Flydove Information Co., Ltd.
Director, Anderson Industrial Corp.	None	0 shares

Submitted for election.

Election Results:

VI. Other proposal

(Proposed by the Board of Directors)

Proposal: Proposal to waive non-compete restrictions for the Company's newly elected Directors (including Independent Directors) and their representatives, submitted for discussion.

Explanation: 1. According to Article 209, Paragraph 1 of the Company Act, "A director who does anything for himself or on behalf of another person that is within the scope of the company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval."

Whereas the newly elected Directors of this term, their representatives, and/or the institutional shareholders they represent may engage in acts for themselves or on behalf of others that fall within the scope of the Company's business, it is hereby proposed to the shareholders' meeting, in accordance with the law, for approval to waive non-compete restrictions for the newly elected Directors of this term, their representative, and/or the institutional shareholders they represent.
Details of the competitive activities of the newly elected Directors of this term, their representative, and/or the institutional shareholders they represent are as set forth in the schedule to be disclosed at the venue of the shareholders' meeting following the election (and as detailed below).

Schedule of Positions Held by Directors (and/or Their Representatives, or the Institutional Shareholders They Represent) in Other Companies:

Title	Name	Current position
Director	Tang, Mu-Lien (Institutional Representative of Yun-Hwa Ltd.)	Chairman, Yung Hsin Car Rental Co., Ltd.
Supervisor, Yi Der International Ltd.
Director, Union Capital Carleasing Ltd.
Director, Union Capital Leasing Co.
Director, San Jie Co., Ltd.
Director, Xing Rong Co., Ltd.
Chairman, Yun-Hwa Ltd.
Chairman, Yung-Foong Ltd.
Chairman, Taipei Automobile Distributors Association
Director	Tang, Jung-Tsung (Institutional Representative of De-Chen Ltd.)	Chairman, Pan German Motors Ltd.
Director, Union Capital Carleasing Ltd.
Director, Union Capital Leasing Co.
Director, Universal Motor Traders Ltd.
Director, Universal Logistics Inc.,
Chairman, Universal Warehousing Inc.,
Director, Yung Foong Imp. & Exp. Co., Ltd.
Chairman, Xing Rong Co., Ltd.
Director, San Jie Co., Ltd.
Chairman, De-Chen Ltd.
Chairman, DE-YI Development Ltd.
Standing Director, Taipei Automobile Distributors Association

Title	Name	Current position
Director	Tang, Ju-Hsuan (Institutional Representative of Yung Foong Motors Ltd.)	Director, Pan German Motors Ltd.
Chairman, Porsche Motors Ltd.
Director, Xing Rong Co., Ltd.
Chairman, San Jie Co., Ltd.
Chairman, Yung Foong Invest Company Ltd.,
Chairman, Yung Foong Motors Ltd.
Chairman, YONG JI Consultant Ltd.
Director, RU YI Invest Company Ltd.
Director, RU YI Management Consultant Company Ltd.
Chairman, CW MedTech Limited.
Director, Taipei Automobile Distributors Association
Independent Director	Lee, Ta-Wei	Honorary Chairman, Da Da Digital Charity Foundation
Independent Director	Wan, Tung-Hsuan	Independent Director, Kindom Development Co., Ltd.

Resolution:

VII. Extemporary Motions

VIII. Adjournment

Attachment I

Pan German Universal Motors Ltd. 2025 Business Report

In 2025, the global economy was affected by repeated adjustments to U.S. tariff policies and the uncertain progress of trade negotiations with multiple countries, leading to increased uncertainty and a trend toward cautious overall market confidence. The domestic automotive market was also affected by this from Q2 onward, with buying sentiment slowing down significantly and a strong wait-and-see attitude among consumers, resulting in pressure on the sales momentum of the overall new car market. Although the market gradually stabilized starting from Q4, total vehicle sales in the Taiwan automotive market for the full year still decreased by approximately 9.5% compared to the same period in 2024, and the overall performance was relatively weak. In this industry environment, the Company's revenue for 2025 decreased by 10.74% compared to 2024, which is consistent with the overall market trend.

In terms of sustainable development, the Company continues to implement our ESG management philosophy, has successively installed solar power generation systems, and is promoting energy conservation, carbon reduction, and energy management optimization measures. In the future, we will also continue to deepen our environmental management mechanisms and promote a low-carbon transition in combination with our operational strategies while strengthening corporate governance and risk management capabilities, with a view to fulfilling our corporate social responsibilities and moving toward our goal of sustainable operations.

Review of Taiwan's Automotive Market in 2025

In 2025, before the results of the Taiwan-U.S. trade and reciprocal tariff negotiations became clear, the overall atmosphere in Taiwan's new car market tended to be cautious. Consumers adopted a wait-and-see attitude toward future adjustments in tariffs or commodity taxes, leading to widespread deferrals in car purchase decisions and delivery schedules; the related impact has been clearly reflected in the full-year sales performance.

In 2025, the cumulative annual sales volume of Taiwan's new car market was 414,436 units, a decrease of 9.5% compared to 2024. Of this total, the number of registrations in the imported vehicle market for the full year reached 201,988 units, accounting for 48.7% of the total market, indicating that the importance of imported vehicles in the domestic market continues to rise. Observing the annual sales trend, market buying sentiment weakened significantly starting from Q2 and only began to gradually recover in Q4. In addition to the gradual clarification of the overall economic and policy direction, the government announced in early September an extension of commodity tax reduction incentives until 2030. Key measures include extending the tax refund for replacing old vehicles with new ones and the NT$50,000 commodity tax reduction for electric vehicles and adding a new NT$50,000 commodity tax reduction for passenger cars with engine displacement below 2.0 liters, providing a positive boost to market confidence and sales momentum.

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Financial Performance

In 2025, Pan German Universal Motors Ltd. (hereinafter referred to as the "Company") posted a cumulative consolidated revenue of NT$51.45 billion, a decrease of 10.7% compared to 2024, and a net profit after tax of NT$1.485 billion, a decrease of 23.3% compared to the same period last year. Overall operating performance was affected by a wait-and-see market sentiment and slowing sales momentum, leading to a decline in revenue and profit compared to the previous year.

In terms of profitability, the Company's earnings per share for 2025 stood at NT$18.32, which indicates that the Company's earnings performance remains at a high level, thus demonstrating the Company's stable operating structure and sound foundation for profitability. Despite the cautious environment in the overall automotive market, the brands distributed by the Company successively launched various new models and facelifts of flagship models, which continued to inject sales momentum and helped stabilize the operational foundation for the full year.

Market Forecast and Future Business Outlook for 2026

According to the economic growth rate forecast published by the Directorate General of Budget, Accounting and Statistics, Executive Yuan, Taiwan's estimated economic growth rate for 2026 is 7.71%, a slight decline from 8.63% in 2025; however, overall economic momentum remains supportive, which helps maintain basic demand in the domestic consumer market. Regarding the domestic imported vehicle market, the Executive Yuan announced in February 2026 that a phased consensus had been reached on the Taiwan-U.S. Reciprocal Trade Agreement, which includes zero tariffs on U.S.-made passenger cars. The production bases for the BMW X3, X5, X6, X7, and XM SUV models distributed by the Company are all located in the U.S. This is expected to enhance the price competitiveness and market appeal of these models, strengthening the Company's product portfolio advantages and overall operating momentum.

Looking ahead, the Company will continue to cooperate with the electric vehicle development strategies of the original brand manufacturers and general distributors, actively introduce diverse energy-saving and electrified models, and strengthen the completeness of our product portfolio and our market competitiveness. At the same time, in response to the development of the electric vehicle market, the Company is also promoting the upgrade of charging infrastructure across our dealership network in Taiwan, including the installation of DC fast-charging stations and dedicated charging spaces, so as to enhance service efficiency and customer convenience and strengthen the Company's overall positioning and long-term competitive advantage in the electric vehicle market.

The Company continues to optimize the hardware facilities and service processes of our operating locations to enhance the vehicle viewing and after-sales service experience for our high-end customer base. Three investment and construction projects currently in progress are as follows. The first project is the BMW Full-Function Showroom and Service Center in Beitou-Shilin Technology Park (BSTP), Taipei City, which integrates sales and

after-sales service resources in the Greater Taipei area to enhance maintenance and repair capacity and operational efficiency. The second project is the Pan German BMW North Taichung 5S Full-Function Showroom and Service Center in Taichung City, aimed at providing a more comprehensive car viewing environment and service quality while enhancing after-sales convenience and brand experience for car owners in the central region. The third project is the Qiaotou BMW 5S Showroom and Service Center in Kaohsiung City, which is located in the core area of the semiconductor technology industry in Northern Kaohsiung and is expected to become a new landmark for luxury imported vehicles in the region and deepen the long-term presence and service depth of the BMW brand in the Southern Taiwan market. Through the aforementioned location upgrades and regional investments, the Company will continue to bolster the integrity of our service network across Taiwan while enhancing after-sales maintenance capacity and customer experience value, thus laying a solid foundation for future operational growth.

Chairman: Tang, Mu-Lien

President: Tu, Hwang-Hsu

Chief Financial Officer: Chi, Chien-Tien

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Attachment II

Audit Committee’s Audit Report

The board of directors prepared 2025 the Company's business report, financial statements (including consolidated financial statement) and earnings distribution proposal, etc., financial statements were audited by CPAs Shih, Chin-Chuang and Liu, Shu-Lin from Deloitte & Touch, Taiwan and then they have issued an audit report accordingly.

The preceding business report, financial statements and earnings distribution proposal were audited by the audit committee, there was no inconformity, the report has been offered in accordance with Article 14-4 of Securities Exchange Act and Article 219 of the Company Act of the Republic of China.

Faithfully

2026 Annual General Shareholders' Meeting

Pan German Universal Motors Ltd.

Convener of the audit committee: Lin, Yi-Fu

March 10th, 2026

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Attachment III

Pan German Universal Motors Ltd. Earnings Distribution Statement 2025

Unit: NT$

Item	Amount	Note
Beginning undistributed earnings	$ 5,261,362,777
Plus: 2025 net profit after tax	1,478,757,646
Distributable earnings	$ 6,740,120,423
Earnings distributed item
Appropriation of Legal Reserve – 1H 2025	(88,819,461)
Appropriation of Legal Reserve – 2H 2025	(59,056,304)
Cash dividend-1H 2025	(524,606,778)	$ 6.5 per share
Cash dividend-2H 2025	(645,669,880)	$ 8.0 per share
Unappropriated retained earnings	$ 5,421,968,000

Chairman of the Board: Tang, Mu-Lien

President: Tu, Hwang-Hsu

Chief Financial Officer: Chi, Chien-Tien

Attachment IV

Pan German Universal Motors Ltd.

Information on Right-of-Use Real Estate Assets Acquired from Related Parties in 2025

Details of the Company's related party transactions for 2025, and evaluation items for acquiring real estate right-of-use assets from related parties as required by Article 15 of the "Regulations Governing the Acquisition and Disposal of Assets by Public Companies":

Board approval date	November 10, 2025
Subject	Head Office
Lessor	Pan German Motors Ltd.
Lessee	Pan German Universal Motors Ltd.
Address	No. 100, Xing'ai Rd., Neihu District, Taipei City. The total floor area is 371.22 ping
Lease period	From January 1, 2026 to December 31, 2027
Rent per ping	NT$1,395 (excluding tax)
Monthly rent	NT$517,940 (excluding tax)
Parking spaces	Six parking spaces are available, each at NT$2,667 (exclusive of tax).
Right-of-use asset	NT$12,608,232 (excluding tax)
Purpose, necessity, and anticipated benefits of acquiring or disposing of assets	The lease is entered into for centralized management purposes of the Group and will serve as the Company's head office.
Reason for selecting related party as transaction counterparty	The original lease was renewed to meet the operational needs of the Company.
Relevant information for evaluating the reasonableness of the intended transaction terms and conditions for acquiring real estate or its right-of-use assets from related parties in accordance with Articles 16 and 17.	As the related party acquired the real estate more than five years before the contract date, the transaction price was evaluated for reasonableness based on recent market conditions in the surrounding area. The Company's lease price for real estate from the related party was assessed using recent local transaction data.
Original acquisition date and price by the related party, the transaction counterparty and their relationship with the Company and the related party.	Pan German Motors Ltd. acquired the Xing'ai Road office in September 2010, and the related party is a joint venture partner of the Company.
Monthly cash flow forecast for the year starting from the expected contract month, evaluating the necessity of the transaction and the reasonableness of fund utilization.	Yes, after evaluation, this transaction has no significant impact on the overall capital utilization of the Company.
Appraisal reports or accountant's opinions	Not applicable.
Restrictions and other significant terms and conditions of this transaction	None.

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Attachment V

INDEPENDENT AUDITORS' REPORT

AND

2025 FINANCIAL STATEMENTS

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Appendix I

Pan German Universal Motors Ltd. Articles of Incorporation

Chapter 1. General Provision

Article 1: The Company organized in accordance with the Company Act, named “贝德永業汽車股份有限公司” and the English name is “Pan German Universal Motors Ltd.”.

Article 2: The Company's operating business is as follow:

F113020 Wholesale of Household Appliance
F114010 Wholesale of Automobiles
F114030 Wholesale of Motor Vehicle Parts and Motorcycle Parts, Accessories
F213010 Retail Sale of Electrical Appliances
F214010 Retail Sale of Motor Vehicles
F214030 Retail Sale of Motor Vehicle Parts and Motorcycle Parts, Accessories
JA01010 Automobile Repair
JA02020 Motorcycle Repair
F114020 Wholesale of Motorcycles
F214020 Retail Sale of Motorcycles
E701030 Controlled Telecommunications Radio-Frequency Devices Installation Engineering
F401010 International Trade
ZZ99999 Except licensing business, all business items that are not prohibited or restricted by law.

Article 2-1: The Company may make guarantees for other companies, the procedure shall be conduct in accordance with the Company's Procedures Governing Making of Endorsements/Guarantees.

Article 2-2: As business needs, the Company may reinvest other business, and it's not applicable for the limit that the total amount shall not exceed forty percent of the Company's capital in Article 13 of the Company Act.

Article 3: The Company established the head office in Taipei City, shall establish branches in other proper places in accordance with actual needs.

Article 3-1: The Company's announcement methods shall be implemented in accordance with the Company Act.

Chapter 2. Shares

Article 4: The Company's total capital was set as NT$ 1 billion, separated into 100 million common stocks, the price per share was NT$ 10, and were issued by installments.

Article 5: The stocks printed by the Company are registered share certificates, and issued in accordance with the Company Act or other regulations and laws. The Company may be exempted from printing any share certificate, however, shall register in depository & clearing institution, and handled in accordance with the regulations of the institution.

Article 6: The implementation of the Company's stock affairs shall be handled in accordance with regulations of the competent authority.

Article 7: (Delete)

Article 8: When the Company's shareholders implement affairs related to stocks, such as transfer of share ownership, grant, creation of rights, pledge, reporting of loss, inheritance, grant and reporting of specimen chop loss, change or address change, etc., unless otherwise provided for by law, matters shall be handled in accordance with "Regulations Governing the Administration Shareholder Services of Public Companies".

Article 9: Registration of transfer of shares shall not be conducted within 60 days from regular shareholders' meeting, within 30 days from special shareholders' meeting, or within 5 days before record date when the Company decided to distribute dividend and bonus or other benefits.

Article 10: (Delete)

Chapter 3. Shareholders' meeting

Article 11: Shareholders 'meeting shall be of two kinds:

Regular shareholders 'meeting shall be convened by the board of directors within six months after the end of each fiscal year.
Special shareholders 'meeting, when it's necessary considered by the board of directors, or it shall be convened in accordance with the Company Act or relevant regulations.

When the Company's shareholders' meeting can be held by means of visual communication network or other methods promulgated by Ministry of Economic Affairs.

Article 11-1: After the Company's stocks have been issued in public, the Company programmed to cease issuing in public, at a shareholders' meeting, a majority of the shareholders present who represent two-thirds or more of the total number of its outstanding shares consent, it may be conducted. When the total number of outstanding shares of attending shareholders is not enough to the preceding quota, two-third or more of the voting rights exercised by the shareholders present at the shareholders 'meeting who represent a majority of the outstanding shares, it may be conducted.

Article 12: The date, place and reason of convenience shall be notified all shareholders and announced within 30 days prior to the convening date of a regular shareholders' meeting, or within 15 days prior to the convening date of a special shareholders' meeting. The convenience notice of a shareholders'

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meeting may be given by means of electronic transmission, after obtaining a prior consent from the recipient(s) thereof. consented.

Article 13: Unless as otherwise provided for in the Company Act, a favorable resolution of shareholders' meeting may be adopted by a majority of the shareholders present who represent two-thirds or more of the total number of its outstanding shares, and a majority of the voting rights exercised by the shareholders.

Article 14: Except in the circumstances otherwise provided for in laws, a shareholder shall have one voting power in respect of each share in his/her/its possession.

Article 14-1: After the Company listed, when a shareholders' meeting is convened, voting power shall be exercised by way of electronic transmission. A shareholder who exercises his/her/its voting power at a shareholders' meeting by way of electronic transmission, relevant matters shall be handled in accordance with laws.

Article 15: If a shareholder is unable to do so in person for any cause, he/she/it may appoint a proxy issued by the Company to attend a shareholders 'meeting in his/her/its behalf by executing a power of attorney stating therein the scope of power authorized to the proxy. The method of shareholders appointing a proxy, except Article 177 of the Company Act, shall be handled in accordance with "Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies" issued by the competent authority.

Article 16: For a shareholders' meeting convened by the board of directors, the meeting shall be chaired by the chairperson. When the chairperson of the board is on leave or for any reason is unable to exercise the powers of the chairperson, a director is designated by the chairperson; if the chairperson does not make such a designation, by a director elected by and from among themselves; where as for a shareholders' meeting convened by any other person having the convening right, he/she shall act as the chairman of that meeting provided, however, that if there are two or more persons having the convening right, the chairman of the meeting shall be elected from among themselves.

Article 17: The minutes of every meeting of the shareholders signed or sealed by the chair, the attendance list bearing the signatures of shareholders present at the meeting and the powers of attorney of the proxies shall be kept by the Company, and the minutes of meeting shall be distributed to all shareholders of the Company within twenty days after the close of the meeting.

The distribution of the preceding minutes shall be made by the way of announcement.

Chapter 4. Directors

Article 18: The Company has 5-9 directors, the term of office is three years, shall be elected from among the shareholders with disposing capacity in accordance with the Company Act, and can be re-elected.

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In case a candidates nomination system is adopted by a company for election of the directors of the Company, the shareholders shall elect the directors from among the nominees in the list of director candidates, in the preceding quota of directors, shall have at least three directors, and not less than one-fifth of directors.

The company may obtain directors liability insurance with respect to liabilities resulting from exercising their duties during their terms of directorship. Insurance matters of relevant liability insurance shall be handled by board of directors with full discretion.

As the needs of business operation, the Company's board of directors may establish remuneration committee or other functional committees.

Article 19: The duties and powers of the board of directors are as follows:

Preparation of business plans and financial statements.
Provide earnings distribution or loss recovery proposal.
Provide capital increase or reduction proposal.
Approval important rules and contracts.
Appointment and dismissal the Company's general manager and managerial officer.
Establishment and dissolution of branch offices.
Review of the Company's business plan.
Other duties entitled by laws or a resolution of a shareholders' meeting.

Article 20: The board of directors shall elect a chairman of the board directors from among the directors by a majority vote at a meeting attended by over two-thirds of the directors. The chairman shall externally represent the company. In case the chairman of the board of directors is on leave or absent or can not exercise his power and authority for any cause, acting on behalf shall be handled in accordance with Article 208 of the Company Act.

Article 21: unless otherwise provided for by the Company Act, meetings of the board of directors shall be convened by the chairman of the board of directors. In calling a meeting, a notice shall set forth therein the subject(s) to be discussed at the meeting, and shall be notified to each director at least seven days in advance, however, in emergency circumstances, however, a meeting may be called on shorter notice. The notice of the meeting of board of directors shall be made in writing, fax or electronic transmission.

Unless otherwise provided for in the Company Act, resolutions of the Board of Directors shall be adopted by a majority of the directors at a meeting attended by a majority of the directors.

Article 22: When a director can not attend the meeting of board of directors in person for any cause, he/she/it shall issue a written proxy, and the scope of power of convenience reasons shall be listed to appoint another director to attend a meeting of the board of directors in his/her behalf. A director may accept the

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

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

Article 23: The Company established an audit committee in accordance with Article 14-4 of Securities and Exchange Act, the audit committee shall be composed of the entire number of independent directors, and responsible for implementing the Company Act, Securities and Exchange Act, and supervisor's duties of other laws and regulations. For the number of the audit committee, term of office, duties, the rules governing the proceedings of meetings and when exercising duties, the Company shall provide matters, such as sources, etc., and the organizational regulations of the audit committee shall be additionally made.

Article 24: (Deleted)

Article 25: The Company's all directors may receive traveling expenses. For directors' remuneration, according to participation level of the Company's operation and contributed value, authorized board of directors shall determine in accordance with average level of peers.

Chapter 5. Managerial Officer

Article 26: The Company may have a general manager and managerial officers' appointment and discharge and the remuneration of the managerial personnel shall be handled in accordance with the Article 29 of the Company Act.

Chapter 6. Accounting

Article 27: The Company shall, at the end of each fiscal year, submit all statements below prepared by the board of directors to a regular shareholders' meeting for approval: 1. The business plan; 2. The financial statements; 3. The surplus earning distribution or loss off-setting proposals.

Article 28: The Company shall allocate no less than 0.1% of its annual profit as employees' remuneration, distributed either in shares or cash, as determined by a resolution of the board of directors. The Company may allocate directors' remuneration not exceeding 3% of the aforementioned profit, also by a resolution of the board of directors. Independent directors, however, are excluded from the distribution of remuneration. The proposal for employees' and directors' remuneration shall be approved by a majority vote of the directors present at a board meeting attended by at least two-thirds of the directors of the Company and subsequently reported to the shareholders' meeting. If the Company has accumulated losses, it shall first set aside an amount sufficient for loss recovery before allocating employees' and directors' remuneration according to the preceding ratio. At least 40% of the employees' remuneration mentioned in the preceding paragraph shall be allocated to grassroots employees.

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The recipients of payment related to employee treasury stocks, employee stock option certificate, employee subscription of new shares, restricted stock awards and employees' remuneration may include employees from subsidiaries or controlling companies who meet specific criteria.

Article 29: When the Company's annual budget has earnings, shall pay taxes in accordance laws, recover loss and designate legal reserve, however, when legal reserve reaches the Company's paid-in capital, it shall not be designated; for the balance and accumulated undistributed earnings, the board of directors shall program earnings distribution proposal, and submit to a shareholders' meeting for distributing shareholders' dividend bonus.

The Company's dividend policy meets factors, such as the Company's profit, capital structure and future operation needs, etc., we shall appropriate not less than 50% of after-tax net profit of current annual accounts each year as principle, however, when accumulated distributable earnings is lower than 20% of paid-in capital, it shall not be distributed; shareholder dividend bonus distribution principle adopts balance dividend policy of stock dividend and cash dividend, the distributed proportion of cash dividend shall not be lower than 10% of total amount of programmed distributed shareholder dividend bonus.

The preceding divided bonus or when using designated legal reserve, additional paid-in capital to distribute cash, a resolution is adopted by a majority vote at a meeting of the board of directors attended by over two-thirds of the directors, and reported a shareholders' meeting.

Article 29-1: The Company may distribute earnings or offset losses after the end of each half fiscal year. The board of directors shall prepare the statements and proposals as per Article 27, and submit them for resolution by the board of directors in accordance with legal procedures.

When distributing the aforementioned earnings, the Company shall first estimate and reserve employees' remuneration, directors' remuneration, and applicable taxes payable, compensate for losses as required by law, and appropriate a legal reserve. However, once the legal reserve equals the paid-in capital, no further appropriation is required. If the earnings are distributed in cash, such distribution shall be approved by a resolution of the board of directors; if the distribution is made through the issuance of new shares, it must be approved by a resolution of the shareholders' meeting.

Article 30: Distribution of shareholders' dividends shall be shareholders registered in a shareholders' roster on divide record date as limit.

Article 31: The Company's shareholders or directors serving as managerial officers or employees shall be regarded as general employees to receive salary.

Chapter 7. Supplemental Provisions

Article 32: The Company's organization and operating rules shall be additionally made.

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Article 33: Unsettled affairs of the Articles of Incorporation in accordance with the Company Act.

Article 34: The Articles of Incorporation was drawn up on September 17, 1979.

The 1st amendment was made on October 15, 1979.

The 2nd amendment was made on October 30, 1981.

The 3rd amendment was made on May 10, 1982.

The 4th amendment was made on February 1, 1986.

The 5th amendment was made on June 10, 1989.

The 6th amendment was made on December 13, 1990.

The 7th amendment was made on January to 6, 1993.

The 8th amendment was made on February 24, 1994.

The 9th amendment was made on September 12, 1996.

The 10th amendment was made on December 8, 1997.

The 11th amendment was made on December 30, 1997.

The 12th amendment was made on June 30, 1999.

The 13th amendment was made on April 27, 2000

The 14th amendment was made on May 19, 2002.

The 15th amendment was made on March 24, 2005.

The 16th amendment was made on June 17, 2014.

The 17th amendment was made on November 21, 2014.

The 18th amendment was made on June 15, 2015.

The 19th amendment was made on June 1, 2016.

The 20th amendment was made on June 15, 2017.

The 21st amendment was made on December 19, 2017.

The 22nd amendment was made on June 18, 2019.

The 23rd amendment was made on June 17, 2022.

The 24th amendment was made on June 13, 2025.

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Appendix II

Pan German Universal Motors Ltd. Rules of Procedures of Shareholders' Meeting

Article 1
The Company's rules of procedure for the shareholders' meetings, except as otherwise provided by law or the articles of incorporation, shall be handled according to these Rules.

Article 2
Unless otherwise provided by laws and regulations, the shareholders' meeting of the Company shall be convened by the Board of Directors.

When the Company convenes a shareholders' meeting via video conference, unless otherwise stipulated by the Regulations Governing the Administration of Shareholder Services of Public Companies, it should be specified in the Articles of Incorporation and approved by a resolution of the Board of Directors. Furthermore, a shareholders' meeting held via video conference shall be conducted by a resolution of the Board of Directors with attendance by over two-thirds of the directors and approval by a majority of the directors present.

A change in the method of convening the shareholders' meeting shall be made by a resolution of the Board of Directors, and no later than before the notice of the shareholders' meeting is sent.

The Company shall prepare electronic versions of the shareholders' meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors, and upload them to the Market Observation Post System (MOPS) no later than 30 days before the date of the annual shareholders' meeting or 15 days before the date of a special shareholders' meeting. The Company shall prepare electronic versions of the shareholders' meeting agenda and supplemental meeting materials and upload them to the MOPS no later than 21 days before the date of the annual shareholders' meeting or 15 days before the date of the special shareholders' meeting. Fifteen days before the shareholders' meeting, the agenda and supplemental materials shall be prepared for shareholders to review at any time, and shall be made available at the Company and the professional stock affairs agency appointed by the Company.

The Company shall provide the aforementioned meeting agenda book and supplemental meeting materials for shareholders' reference on the day of the shareholders' meeting in the following manner:

When convening a physical shareholders' meeting, they shall be provided at the meeting site.
When holding a video-assisted shareholders' meeting, they shall be provided at the physical meeting site and sent in electronic file format to the video conference platform.
When holding a shareholders' meeting via video conference, they shall be sent in electronic file format to the video conference platform.
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The notice and announcement shall specify the reasons for convening; if agreed to by the counterparty, the notice may be given electronically.

Matters including election or dismissal of directors, amendment to the Articles of Incorporation, capital reduction, application for cessation of public issuance, permission for directors' competition, capital increase from surplus, capital increase from reserves, company dissolution, merger, or division, or those specified in Paragraph 1 of Article 185 of the Company Act, Article 26-1 and Article 43-6 of the Securities and Exchange Act, and matters in Article 56-1 and Article 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be clearly listed in the reasons for convening the meeting, with explanation provided regarding their main content, and shall not be proposed through ad hoc motions.

Where the notice for convening the shareholders' meeting states the re-election of all directors and specifies their inauguration date, such inauguration date may not be altered by any Extraordinary Motion or by other means in the same meeting after the re-election is completed.

Shareholders holding more than one percent of the total number of issued shares may submit a proposal to the Company's annual shareholders' meeting. The proposal shall be limited to one item, and those who propose more than one item shall have none included in the meeting agenda. In addition, if a shareholder's proposal falls under any of the circumstances specified in Paragraph 4, Article 172-1 of the Company Act, the board of directors may exclude it from the agenda. Shareholders may put forward proposals to urge the Company to promote public interests or fulfill its social responsibilities. In accordance with the relevant provisions of Article 1721 of the Company Act, such proposals are also limited to one item; multiple proposals will not be included.

The Company shall announce the procedures for accepting shareholders' proposals, including the methods (in written or electronic form), the place of submission, and the period of acceptance prior to the book closure date for the annual shareholders' meeting; the acceptance period shall be no less than ten days.

Proposals submitted by shareholders shall be limited to 300 words, and those exceeding 300 words shall not be included in the motions; proposing shareholders shall attend the general shareholders' meeting in person or by proxy and participate in the discussion of the proposal.

The Company shall notify the proposing shareholders of the outcome before the date of the notice of the shareholders' meeting and include any proposals that meet the requirements of this Article in the meeting notice. At the shareholders' meeting, the Board of Directors shall explain the reasons for excluding any shareholder proposals not included in the agenda.

Article 3 Shareholders may, at each shareholders' meeting, issue a proxy form printed by the Company, specifying the scope of authorization, and appoint a proxy to attend the shareholders' meeting.

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A shareholder who issues a proxy form may appoint only one person as proxy. The proxy form shall be delivered to the Company no later than five (5) days before the shareholders' meeting is convened. If multiple proxy forms are submitted, the one served first shall prevail. However, this limitation does not apply to cases where a later proxy explicitly revokes the previous one.

After a proxy form has been delivered to the Company, if the shareholder intends to attend the meeting in person or vote by written or electronic means, a written notice of revocation shall be submitted to the Company no later than two business days before the meeting date. If the revocation notice is submitted after that time, the proxy's vote at the meeting shall prevail.

After the proxy form has been delivered to the Company, if a shareholder intends to attend the shareholders' meeting via video conference, he shall notify the Company in writing of the revocation of the proxy form no later than two days before the shareholders' meeting. In the event of a late revocation, the voting rights exercised by the entrusted representative shall prevail.

Article 4 The shareholders' meeting shall be held at the location of the Company or a place that is convenient for shareholders to attend and suitable for the shareholders' meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m., and the location and time of the meeting shall fully consider the opinions of the independent directors.

Video conferences shall not be subject to the location restrictions in the preceding paragraph.

Article 5 The Company shall specify in the notice of meeting the registration time, location, and other important information for shareholders, solicitors, and proxies (hereinafter referred to as shareholders).

The registration time mentioned in the preceding paragraph shall begin at least 30 minutes before the commencement of the meeting. The registration location should be clearly marked and staffed with sufficient and qualified personnel. For the shareholders' meeting held via video conference, registration shall open on the designated video conference platform 30 minutes before the meeting begins. Shareholders who complete the registration shall be deemed to have attended the shareholders' meeting in person.

Shareholders themselves shall attend shareholders' meetings by presenting attendance cards, sign-in cards, or other valid certificates of attendance. The Company shall not arbitrarily require additional documents beyond those proving eligibility to attend. Solicitors soliciting proxy forms shall bring identification documents for verification.

The Company shall provide an attendance book for shareholders to sign, or shareholders may submit a sign-in card in lieu of signing.

The Company shall also distribute the meeting agenda, annual report, attendance card, speaker's slips, voting slips, and other meeting materials to attending shareholders. In the case of director elections, preprinted ballots shall also be provided.

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When the government or a juristic person is a shareholder, it may appoint more than one representative to attend the shareholders' meeting. When a juristic person is appointed as a proxy to attend the meeting, it may designate only one representative.

Shareholders intending to attend via video conference shall register with the Company two days in advance.

The Company shall upload the meeting agenda, annual report, and relevant information to the video conference platform at least 30 minutes in advance and keep such materials available until the end of the meeting.

Article 5-1 If the Company convenes a shareholders' meeting via video conference, the following matters shall be specified in the shareholders' meeting notice:

Methods for shareholders to participate in video conferences and exercise their rights.
Due to natural disasters, incidents, or other force majeure events affecting the video conference platform or participation via video conferencing.

The Handling Method for obstacles includes at least the following items:

(1) The time at which the previously mentioned obstruction persists and cannot be resolved, necessitating the postponement or continuation of the meeting, and the date on which the meeting will be postponed or continued.

(2) Shareholders who have not registered to participate in the original shareholders' meeting via video conference shall not participate in the deferred or resumed meeting.

(3) When convening a shareholders' meeting with video assistance, if the video conference cannot continue, and after deducting the number of shares represented via video, the total number of shares present still meets the legal quorum, the meeting shall proceed. The shares held by shareholders participating via video shall be counted as part of the total shares present, but for all proposals at that shareholders' meeting, they shall be deemed to have abstained.

(4) In the event that all proposals have been announced and no ad hoc motions have been conducted, the Handling Method for such a situation shall be specified.

When convening a shareholders' meeting via video conference, the Company shall specify appropriate alternatives to shareholders who have difficulties participating via video conference. In addition to provisions in Paragraph 6, Article 44-9 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall at least provide internet connection devices, required assistance, specify an application period, and other matters of attention to shareholders.
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Article 6

If a shareholders' meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. If the chairperson of the board is on leave or for any reason unable to exercise their duties, they shall appoint another director to act as chair. If no such appointment is made, the directors shall elect one among themselves to serve as chair.

If the chairperson in the preceding paragraph is represented by another director, the substitute shall be a director who has served for more than six months and understands the company's financial and business conditions. The same applies if the chairperson is the representative of a juristic person director.

For shareholders' meetings convened by the board of directors, it is advisable that the chairperson of the board preside, with a majority of the directors attending, and at least one representative from each functional committee. The attendance shall be recorded in the meeting minutes.

If a shareholders' meeting is convened by a party authorized to do so other than the board of directors, the convening party shall chair the meeting. Where 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 by it to attend a shareholders' meeting in a non-voting capacity.

Article 7

The Company shall make an uninterrupted audio and video recording of the entire process, including shareholder registration, meeting proceedings, voting and vote counting, starting from the time it begins accepting shareholder attendance registrations.

The audio/video data in the preceding paragraph shall be kept for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.

For shareholders' meetings held via video conference, the Company shall record and preserve data related to shareholder registration, check-in, inquiries, voting, and the Company's vote counting results, and make an uninterrupted audio and video recording of the entire video conference.

The preceding data and audio/video recordings shall be properly stored by the Company during the retention period, and the recordings shall be provided to the party entrusted with handling video conference affairs for safekeeping.

For shareholders' meetings held via video conference, the Company shall record audio and video of the backend operation interface of the video conference platform.

Article 8

Attendance at the shareholders' meeting shall be calculated based on the number of shares. The number of shares present shall be determined by the shares recorded in the sign-in book, those submitted via sign-in cards, and those registered through the video conference platform, plus the shares for which voting rights were exercised in writing or electronically.

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When the meeting time arrives, the chairman should immediately call the meeting to order and simultaneously announce the number of non-voting shares and the number of shares represented by attendees.

However, if the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement. Such postponement may not exceed two times and shall not exceed a total of one hour. If after two postponements, the number of shareholders present still represents less than one-third of the total issued shares, the chairman shall declare the meeting adjourned due to lack of quorum. For shareholders' meeting held via video conference, the Company shall additionally announce the adjournment on the video conference platform.

If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act. The Company shall notify all shareholders of the tentative resolution and reconvene a shareholders' meeting within one month. For shareholders' meetings held via video conference, shareholders intending to attend via video conference shall re-register with the Company in accordance with Article 5.

Before the conclusion of the meeting, if the shares represented by the attending shareholders reach a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote at the shareholders' meeting pursuant to Article 174 of the Company Act.

Article 9

If a shareholders' meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. Each proposal on the agenda, including ad hoc motions and amendments to original proposals, shall be voted on separately. The meeting shall proceed according to the scheduled agenda, and changes shall not be made without a shareholders' resolution.

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

Before all items on the agenda set out in the preceding two paragraphs (including ad hoc motions) are concluded, the chairman shall not unilaterally announce adjournment without a resolution. If the chairman violates the rules of procedure and announces adjournment, other members of the board shall promptly assist the attending shareholders, in accordance with legal procedures, to elect one person as chairman by a majority of the voting rights of the attending shareholders, to continue the meeting.

The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and any amendments or Extraordinary Motions put forward by the shareholders. When the chair deems that the discussion has reached a point where the matter may be voted on, the chair may announce the discussion closed, call for a vote, and ensure an adequate amount of time is scheduled for voting.

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Article 10 Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, shareholder account number (or attendance card number), and account name, with the chairman determining the order of speaking.

A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. If the content of the speech differs from what is written on the speaker's slip, the spoken content shall prevail.

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

When a shareholder is speaking at the meeting, other shareholders shall not interrupt the speech unless they have obtained the consent of the chairman and the speaking shareholder. The chairman shall restrain any violations accordingly.

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

After the shareholder has made the statement, the chairman may reply in person or appoint relevant personnel.

For shareholders' meetings held via video conference, shareholders participating by video may submit questions in text form on the video conference platform from the time the chair calls the meeting to order until the adjournment is announced. Each proposal may be questioned no more than twice, with each question limited to 200 words, and the provisions of items one to five do not apply.

Inquiries that do not violate the rules or exceed the scope of proposals shall be disclosed on the platform for public awareness.

Article 11 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 is an interested party in relation to an agenda item that may potentially harm the interests of the Company, that shareholder shall not participate in voting on that item, nor may they exercise voting rights on behalf of other shareholders as a proxy.

The number of shares ineligible for voting under the preceding paragraph shall be excluded from the total voting rights represented by attending shareholders.

With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, if a person is appointed as proxy by two or more shareholders simultaneously, the total voting rights

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represented by that proxy shall not exceed three percent of the total voting rights of issued shares. Any excess voting rights shall not be counted.

Article 12 Each share has one voting right; however, this does not apply to those who are restricted or lack voting rights as specified in Paragraph 2, Article 179 of the Company Act.

When the Company holds a shareholders' meeting, it shall adopt electronic means for the exercise of voting rights and may additionally adopt written correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders' meeting notice. Shareholders who exercise their voting rights in writing or electronically shall be deemed to have attended the shareholders' meeting in person. However, regarding the ad hoc motions and amendments to the original proposals at said shareholders' meeting, such votes shall be regarded as abstentions. Therefore, the Company is advised to refrain from proposing ad hoc motions and amendments to the original proposals.

A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Company no later than two days prior to the date of the shareholders' meeting. However, a declaration of intent that is later revoked shall not be subject to this limitation.

After a shareholder has exercised voting rights in writing or electronically, if he or she intends to attend the shareholders' meeting in person or via video conference, he or she shall revoke the expression of intent for exercising voting rights in the preceding paragraph in the same manner as that for exercising voting rights no later than two days before the shareholders' meeting. If the notice of retraction is submitted after the deadline, the previous exercised voting rights by correspondence or electronic means shall prevail. If the shareholder has exercised voting rights in writing or electronically and also appoints a proxy to attend the shareholders' meeting, the voting right exercised by the proxy shall prevail.

Except as otherwise provided in the Company Act and in the Company's articles of incorporation, a proposal shall be passed with the approval of a majority of the voting rights represented by the attending shareholders. During a voting process, 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. The results for each proposal, including the numbers of votes for, against and abstentions, shall be entered into the MOPS on the same day the shareholders' meeting is held.

When there is an amendment or substitute proposal to a motion, the chairperson shall determine the order in which the original and alternative proposals are voted on. If any one of the proposals is passed, the remaining proposals shall be deemed rejected and will not be put to a vote.

The scrutineer and vote-taking personnel shall be appointed by the chairman, but the scrutineer shall be a shareholder.

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Vote counting for proposals or elections at shareholders' meetings shall be conducted in public at the meeting venue. Immediately upon completion of the vote count, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site and recorded accordingly.

When the Company convenes a shareholders' video conference meeting, shareholders participating via video shall vote on various proposals and election motions through the video conference platform after the chair calls the meeting to order. Voting must be completed before the chair announces the end of voting; otherwise, it will be considered an abstention.

For shareholders' meetings held via video conference, vote counting shall be conducted once after the chair announces the closure of voting, and the results of the voting and election shall be announced.

When the Company holds a video-assisted shareholders' meeting, shareholders who have registered to attend the meeting via video in accordance with Article 5 and later wish to attend the physical shareholders' meeting in person must cancel their registration in the same manner as it was made, no later than two days before the shareholders' meeting. If the cancelation is made after the deadline, they may only attend the shareholders' meeting via video.

Shareholders who exercise their voting rights in writing or electronically, have not revoked their declaration of intent, and participate in the shareholders' meeting via video conference, may not cast a vote again on the original proposal, propose amendments, or vote on amendments to the original proposal, except in the case of ad hoc motions.

Article 13 At a shareholders' meeting where directors are elected, the election shall be conducted in accordance with the applicable election and appointment rules adopted by the Company. The election results shall be announced on-site immediately, including the list of elected directors along with the numbers of votes they received, as well as the list of non-elected candidates and their respective vote counts.

The ballots for the election referred to in the preceding paragraph shall be sealed and signed by the ballot counters, then properly stored for a minimum of one year. However, if 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 14 The resolutions of the shareholders' meeting shall be recorded in the meeting minutes, signed or sealed by the chairperson, and distributed to all shareholders within 20 days after the meeting. The production and distribution of the meeting minutes may be made electronically.

The Company may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS.

The meeting minutes shall accurately record the year, month, day, location of the meeting, the chair's full name, the methods by which resolutions were adopted, a summary of the proceedings, and their voting results (including the

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number of voting rights). In the event of a director election, the number of voting rights received by each candidate shall be disclosed. The minutes shall be preserved permanently during the continuance of the Company.

For shareholders' meetings held via video conference, the minutes shall include, in addition to the matters required by the preceding paragraph, the start and end time of the meeting, the method of convening, the names of the chairman and recorder, and the handling method and details of how disruptions were managed in the event of obstacles on the video conference platform or issues encountered by participants due to natural disasters, incidents, or other force majeure events.

When the Company convenes a shareholders' meeting via video conference, in addition to complying with the preceding provisions, the minutes shall also specify the alternative measures provided to shareholders who experience difficulties participating via video conference.

Article 15 The number of shares obtained by the solicitor, the number of shares represented by the proxy, and the number of shares attended by shareholders in writing or electronically shall be clearly disclosed by the Company at the shareholders' meeting venue, based on a statistical table compiled in the prescribed format on the day of the shareholders' meeting. For shareholders' meetings held via video conference, the Company shall upload the aforementioned information to the video conference platform at least 30 minutes before the commencement of the meeting and continue to disclose it until the end of the meeting.

When the Company holds a shareholders' meeting via video conference, the total number of shares represented by attending shareholders shall be disclosed on the video conference platform at the time the meeting is called to order. The same shall apply if the total number of shares and voting rights represented by attending shareholders is calculated during the meeting.

For resolutions passed at the shareholders' meeting, if they involve any material information as required by laws, regulations, or Taiwan Stock Exchange Corporation, the Company shall submit the relevant content to the Market Observation Post System within the prescribed timeframe.

Article 16 Staff handling administrative affairs of a shareholders' meeting shall wear identification cards or armbands.

The chair may instruct proctors or security personnel to help maintain order at the meeting venue. When proctors or security personnel are on-site to help maintain order, they shall wear identification badges or armband clearly marked with the word "Proctor."

At a shareholders' meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the Company, the chair may prohibit such conduct.

If a shareholder violates the rules of procedure and refuses to comply with the chair's correction, thereby obstructing the proceedings and ignoring requests

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to cease, the chair may instruct proctors or security personnel to escort the shareholder out of the venue.

Article 17 During the course of a meeting, the chair may announce a break at their discretion based on timing considerations. In the event of a force majeure, the chair may declare a temporary suspension of the meeting and announce a time for resumption depending on the circumstances.

If the meeting venue becomes unavailable before all items on the agenda (including Extraordinary Motions) have been addressed, the shareholders' meeting may adopt a resolution to reconvene at an alternative venue.

A shareholders' meeting may, in accordance with Article 182 of the Company Act, adopt a resolution to defer or reconvene the meeting within five days.

Article 18 In accordance with relevant regulations, the Company shall, after the conclusion of voting, immediately disclose the results of all motions and elections on the video conference platform, and shall continue to disclose them for at least 15 minutes following the chair's announcement of adjournment.

Article 19 The chairman and rapporteur shall be at the same location in Taiwan, the address of which shall be announced at the meeting.

Article 20 The Company may offer shareholders a simple connection test in advance and provide technical services before and during video conferences to assist in resolving technical communication issues.

For shareholders' meetings held via video conference, the chairman shall, at the time of calling the meeting to order, additionally announce that, except for circumstances specified in Paragraph 4, Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies where postponement or continuation of the meeting is not required, if an obstacle occurs on the video conference platform or in video participation due to natural disasters, incidents, or other force majeure events, and persist for more than thirty minutes before the chair announces adjournment, the meeting shall be postponed or resumed within five days, and Article 182 of the Company Act shall not apply.

Shareholders who did not register to participate in the original shareholders' meeting via video conference shall not participate in the deferred or resumed meeting if the circumstances in the preceding paragraph occur.

According to the provisions of the second paragraph, shareholders who have registered to participate in the original shareholders' meeting via video conference and completed check-in, but did not attend the deferred or resumed meeting, shall have the number of shares presented, voting rights, and election rights exercised at the original shareholders' meeting included in the total number of shares, voting rights, and election rights of shareholders attending the deferred or resumed meeting.

When deferring or resuming a shareholders' meeting in accordance with the provisions of the second paragraph, proposals for which voting and counting have been completed and for which voting results or the list of elected directors have been announced do not require further discussion or resolution.

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When the Company convenes a video-assisted shareholders' meeting and the video conference cannot continue due to the circumstances described in the second item, if the total number of shares present – after deducting the number of shares attending via video – still meets the legal quorum required for the shareholders' meeting, the meeting shall continue without needing to defer or resume the session according to the provisions of the second item.

In the event that the meeting continues as per the preceding paragraph, the number of shares of shareholders participating in the shareholders' meeting via video conference shall be included in the total number of shares present, but these shareholders shall be deemed to have abstained from voting on all proposals at that shareholders' meeting.

When the Company postpones or resumes a shareholders' meeting in accordance with the provisions of the second paragraph, related preparatory work shall be handled based on the original scheduled shareholders' meeting date and in compliance with the provisions outlined in Paragraph 7, Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies.

For the periods specified in the latter part of Article 12 and paragraph 3 of Article 13 of the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, as well as paragraph 2 of Article 44-5, Article 44-15, and Paragraph 1 of Article 44-17 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall calculate these periods based on the date of the deferred or resumed shareholders' meeting in accordance with the provisions of Paragraph 2.

Article 21 When the Company convenes a shareholders' meeting via video conference, it shall provide alternative measures for shareholders with difficulties participating via video conference. In addition to the provisions in Paragraph 6, Article 44-9 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall at least provide shareholders with internet connection devices and necessary assistance, and clearly specify the application period and other relevant matters requiring shareholder attention

Article 22 The formulation and amendment of these rules shall be officially implemented after approval by the shareholders' meeting.

The Rules were drawn up on June 15, 2015.

The first amendment was made on June 15, 2017.

The 2nd amendment was made on December 19, 2017.

The 3rd amendment was made on June 12, 2020.

The 4th amendment was made on August 25, 2021.

The 5th amendment was made on June 21, 2024.

54 -

Appendix III

Pan German Universal Motors Ltd.
Procedures for Election of Directors

Article 1
Except as otherwise provided by law and regulation or by the Company's articles of incorporation, elections of directors shall be conducted in accordance with these Procedures.

Article 2
The overall composition of the board of directors shall be taken into consideration in the selection of the Company'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.
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 the Company shall consider adjusting its composition based on the results of performance evaluation.

Article 3
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 the Company 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.

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Article 4 Elections of directors at the Company 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, the Company 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 in 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 5 The cumulative voting method shall be used for election of the directors at the Company. 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 6 A candidates nomination system is adopted by a company for election of the directors of the Company, and the shareholders meeting shall elect the directors from among the nominees listed in the roster of director 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 the Company's articles of incorporation, with voting rights separately calculated for independent and non-independent director positions. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.

Article 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.

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Article 10 Deleted.

Article 11 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
Other words or marks are entered in addition to the number of voting rights allotted.

Article 12 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 13 The board of directors of the Company shall issue notifications to the persons elected as directors.

Article 14 The formulation and amendments of the Procedures shall be conducted formally after an approval of a shareholders meeting.

Article 15 The Procedures was drawn up on June 15, 2015.

The 1st amendment was made on June 15, 2017.

The 2nd amendment was made on December 19, 2017.

The 3rd amendment was made on August 25, 2021.

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Appendix IV

Pan German Universal Motors Ltd. Shareholding of All Directors

The amount of the Company's paid-up capital was NT$ 807,087,350, and the number of issued shares was 80,708,735.
According to Article 26 of Securities Exchange Act and Rules and Review Procedures for Directors and Supervisor Share Ownership Ratios at Public Companies.

(1) The total number of the Company's all non-independent directors' shareholding shall not be less than 6,456,698 shares issued by the Company.
(2) The Company established audit committee, and there's no supervisor's number of legal shareholding applicable.

As of suspended share transfer registration date, the Company's shareholders' shareholding number specified in shareholder roster was as follows:

Title	Name	Number of Shareholding	Shareholding Reate(%)
Chairman	Tang, Mu-Lien
(Represent juristic person: Yun-Hwa Ltd.)	8,428,171	10.44%
Director	Tang, Jung-Tsung
(Represent juristic person: De-Cheng Ltd.)	14,416,251	17.86%
Director	Tang, Ju-Hsuan
(Represent juristic person: Yung Foong Motors Ltd.)	5,448,448	6.75%
Director	Lee, Mao	0	0%
Independent Director	Lin, Yi-Fu	0	0%
Independent Director	Hsien, Sung-Fang	0	0%
Independent Director	Yang, Tien-Chuan	0	0%
Sum of all non-independent directors' shareholding		28,292,870	35.05%

Note: The date of suspending share transfer registration at the general shareholders' meeting was April 14, 2026.

汎德永業汽車股份有限公司
Pan German Universal Motors Ltd.
6F, No. 100, Xing Ai Rd., Neihu Dist., Taipei City, Taiwan, ROC
TEL: 02 3766 6689
www.pgum.com.tw

AI assistant

PGUM AGM Information 2026

51992_rns_2026-05-12_0466d1ce-3428-4ca3-ad3c-7a82a8a1bb3d.pdf

汇德永業汽車股份有限公司

Table of Contents

Pan German Universal Motors Ltd.

Financial Performance

Market Forecast and Future Business Outlook for 2026

Pan German Universal Motors Ltd. Earnings Distribution Statement 2025

Pan German Universal Motors Ltd.

INDEPENDENT AUDITORS' REPORT

AND

2025 FINANCIAL STATEMENTS

Pan German Universal Motors Ltd. Articles of Incorporation

Chapter 1. General Provision

Chapter 2. Shares

Chapter 3. Shareholders' meeting

Chapter 4. Directors

Chapter 5. Managerial Officer

Chapter 6. Accounting

Chapter 7. Supplemental Provisions

Pan German Universal Motors Ltd. Shareholding of All Directors

AI assistant

PGUM — AGM Information 2026

51992_rns_2026-05-12_0466d1ce-3428-4ca3-ad3c-7a82a8a1bb3d.pdf

汇德永業汽車股份有限公司

Table of Contents

Pan German Universal Motors Ltd.

Financial Performance

Market Forecast and Future Business Outlook for 2026

Pan German Universal Motors Ltd. Earnings Distribution Statement 2025

Pan German Universal Motors Ltd.

INDEPENDENT AUDITORS' REPORT

AND

2025 FINANCIAL STATEMENTS

Pan German Universal Motors Ltd. Articles of Incorporation

Chapter 1. General Provision

Chapter 2. Shares

Chapter 3. Shareholders' meeting

Chapter 4. Directors

Chapter 5. Managerial Officer

Chapter 6. Accounting

Chapter 7. Supplemental Provisions

Pan German Universal Motors Ltd. Shareholding of All Directors

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PGUM AGM Information 2026