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PTTC. Proxy Solicitation & Information Statement 2026

May 27, 2026

52537_rns_2026-05-27_1612557f-6ad3-4cdd-bbf0-e44fa4ca7ca8.pdf

Proxy Solicitation & Information Statement

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Stock Code: 6224

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Polytronics Technology Corporation

2026 Annual Shareholders' Meeting Meeting Handbook (Translation)

Notice to readers: The English-version annual report is a translation of the Chinese version and is for reference purposes only. if there is any discrepancy between the Chinese version and this translation, the Chinese version shall prevail.

June 16, 2026


Table of Contents

I Meeting Procedure 1
II Meeting Agenda 2
1. Call the Meeting to Order 3
2. Opening Statement of the Chairman 3
3. Reports 3
4. Recognitions 4
5. Discussions 5
6. Election Matters 9
7. Other Matters 11
8. Impromptu Motions 12
9. Adjourned 12

III Attachment
1. Business Report 13
2. Audit Committee's Review Report 16
3. Independent Auditors' Report and 2025 Consolidated Financial Statements 17
4. Independent Auditors' Report and 2025 Parent Company Financial Statements 29
5. 2025 Earnings Distribution Table 42
6. 2025 Implementation Status of Treasury Stock Repurchase 43
7. Report on the Improvement Plan for Subsidiaries' Financing to Others Exceeding Prescribed Limits 44
8. Comparison Table of the Articles of Incorporation 45
9. Evaluation Report on the Necessity and Reasonableness of Private Placement 46
10. Description of the content regarding the removal of the non-compete restrictions on the newly appointed directors and their representatives 55

IV Attachment
1. Rules of Procedure for Shareholders' Meeting 56
2. Articles of Incorporation (Before Amendment) 60
3. Directors Election Policy 69
4. Shareholding of All Directors 71


  • 1 -

Polytronics Technology Corporation
2026 General Shareholders' Meeting Procedures

I. Call the Meeting to Order

II. Opening Statement of the Chairman

III. Reports

IV. Recognitions

V. Discussions

VI. Election Matters

VII. Other Matters

VIII. Impromptu Motions

IX. Adjourned


Polytronics Technology Corporation 2026 Meeting agenda for the General shareholders' meeting

Time: June 16, 2026 (Tuesday) at 9:00 AM

Type of Meeting: Physical shareholders' meeting

Place: Rossini Room, 4th Floor, No.1, Industry E. 2nd Rd. (the Park Living Hub), Science Park, Hsinchu, Taiwan, R.O.C.

Chairman: Edward Chu, the Chairman of the Board of Directors

I. Call the Meeting to Order

II. Opening Statement of the Chairman

III. Reports

  1. 2025 Business Report.
  2. Report on the distribution of cash dividends from retained earnings and additional paid-in capital for the year 2025.
  3. Report on the distribution of employee and director compensation for the 2025 fiscal year.
  4. Audit Committee's review report on the Company's 2025 financial statements.
  5. 2025 Implementation status of treasury stock repurchase report.
  6. Report on the Improvement Plan for Subsidiaries' Financing to Others Exceeding Prescribed Limits.

IV. Recognitions

  1. 2025 Business Report and Financial Statements.
  2. Proposal for approval of the planned distribution of profits for the fiscal year of 2025.

V. Discussions

  1. Proposal for Amendment to the Articles of Incorporation.
  2. Proposal for Capital Increase through Private Placement of Ordinary Shares.

VI. Election Matters

Board of Directors re-election.

VII. Other Matters

Proposal to lift the non-competition restrictions on the newly appointed directors and their representatives.

VIII. Impromptu Motions

IX. Adjourned

The chairman may direct all or a part of each proposal or proposals to be discussed and voted on before impromptu motion.

  • 2 -

I. Call the Meeting to Order

II. Opening Statement of the Chairman

III. Reports

Report Item (1)

Subject: Submission of the 2025 business report for your review.

Explanation: 2025 business report, please refer to Attachment 1 on pages 13-15 of this manual.

Report Item (2)

Subject: Submission of the report on the distribution of cash dividends from retained earnings and additional paid-in capital for the year 2025 for your review.

Explanation:

  1. According to Article 23-1 of the Articles of Incorporation, the Board of Directors is authorized to propose a profit distribution plan. The cash dividends are to be distributed following the decision by the Board of Directors and then reported to the shareholders' meeting.

  2. The distributable earnings for the year 2025 amount to NT$206,617,583. An allocation of NT$42,322,681 is made to distribute cash dividends, distributing NT$0.5 per share. The dividends are calculated up to the nearest dollar, with amounts less than a dollar being discarded. The total of these discarded fractional amounts below NT$1 is included in the company's Other Income.

  3. Additionally, according to Article 241 of the Company Act and Article 23-1 of the Articles of Incorporation, the Company itself intends to have a resolution by the Board of Directors to distribute cash to shareholders from the additional paid-in capital derived from the issuance of stock exceeding the par value. Distributable Additional Paid-In Capital is NT$471,197,585, with NT$0.75 distributed per share, resulting in a total distribution amount of NT$63,484,021. The dividends are calculated up to the nearest dollar, with amounts less than a dollar being discarded. The total of these discarded fractional amounts below NT$1 is included in the company's Other Income.

  4. The matter has been approved by the Board of Directors, and the cash dividend distribution date for shareholders is May 7, 2026.

Report Item (3)

Subject: Report on the distribution of employee and director compensation for the 2025 fiscal year for your review.

Explanation:


  1. According to Article 23 of the Articles of Incorporation, if the Company has an annual profit, it should allocate no less than 6% of the profit as remuneration to employees and no more than 1.5% of the profit as remuneration to directors. Where the Company still has accumulated losses, the profit should be reserved to make up for the loss.

  2. Approved by resolution of the Board of Directors, the 2025 employee remuneration is NT$40,900,000, and director remuneration is NT$2,600,000, all to be disbursed in cash. The disbursement date is May 7, 2026.

Report Item (4)

Subject: Audit Committee's review report on the Company's 2025 financial statements for your review.

Explanation:

Audit Committee's Review Report, please refer to Attachment 2 on page 16 of this manual.

Report Item (5)

Subject: 2025 Implementation status of treasury stock repurchase report for your review.

Explanation:

2025 Implementation status of treasury stock repurchase, please refer to Attachment 6 on page 43 of this manual.

Report Item (6)

Subject: Report on the Improvement Plan for Subsidiaries' Financing to Others Exceeding Prescribed Limits.

Explanation:

  1. This report is submitted pursuant to the Financial Supervisory Commission's Letter No. Jin-Guan-Zheng-Shen-Zi-1150341361 dated April 24, 2026.
  2. For the Improvement Plan Report on Excessive Loans to Others by the Company's Subsidiaries, please refer to Attachment 7 on page 44 of this manual.

IV. Recognitions

Approval Item (1)

Board of Directors proposal

Subject: Proposal for approval of the Business Report and the Financial Statements for the year of 2025.

Explanation:

  1. The Company's 2025 Financial statements have been audited and certified by PwC Taiwan CPAs Li Dian-Yi and Hsieh Chih-Cheng, and Approved by resolution of the Board of Directors.
  2. 2025 business report, CPA audit report, and financial statements, please refer to Attachment 1 on

  3. 4 -


pages 13-15 and Attachments 3-4 on pages 17-41 of this manual.

Resolution:

Approval Item (2)

Board of Directors proposal

Proposal for approval of the planned distribution of profits for the fiscal year of 2025.

Contents: 1. The proposal for approval of the planned distribution of profits for the fiscal year of 2025 has been approved by the Board of Directors.

  1. 2025 Earnings distribution table, please refer to Attachment 5 on page 42 of this manual.

Resolution:

V. Discussions

Discussion Item (1)

Board of Directors proposal

Subject: Proposal for Amendment to the Articles of Incorporation.

Explanation:

  1. In response to the practical operations and future development needs of the Company itself, it is proposed to revise the Articles of Incorporation, adjusting the total capital from NT$1 billion to NT$1.5 billion.
  2. Revised articles comparison table, please refer to Attachment 8 on page 45 of this manual.
  3. This proposal was approved by the Audit Committee and the Board of Directors by resolution on May 6, 2026.

Resolution:

Discussion Item (2)

Board of Directors proposal

Subject: Proposal for Capital Increase through Private Placement of Ordinary Shares.

Explanation:

  1. Purpose and amount of fundraising: To strengthen operating capital, repay bank loans, reinvest in subsidiaries, or meet other financial needs for the long-term development of the Company itself, it is proposed to request shareholder authorization for the Board of Directors to conduct a private placement for the issuance of new ordinary shares through cash capital increase (hereinafter referred to as "this private placement of ordinary shares"). The total number of privately placed ordinary shares is expected to

  2. 5 -


not exceed 25,000 thousand shares (with a par value of NT$10 per share). The issuance will be conducted at an appropriate time based on market conditions and the Company's actual operational needs, and be implemented once or multiple times (no more than three times) within one year from the date of the shareholders' meeting resolution.

  1. In accordance with Article 43-6 of the Securities and Exchange Act and the "Matters to Be Noted for Public Companies Conducting Private Placement of Securities," the related matters of this private placement of ordinary shares are explained as follows:

(1). Pricing basis of private placement and its reasonableness:

i. The reference price for determining the subscription price of the private placement of ordinary shares is calculated as the simple arithmetic average of the closing prices of ordinary shares for one, three, or five business days prior to the pricing date, with adjustments for rights offerings, stock dividends, and capital reduction, and compared to the simple arithmetic average of the closing prices of ordinary shares for the thirty business days prior to the pricing date, also adjusted for rights offerings, stock dividends, and capital reduction. The higher prices of these two will serve as the reference price.

ii. The subscription price for this private placement of ordinary shares is proposed to be determined by the Board of Directors based on authorization from the shareholders' meeting, according to the regulations. It shall not be less than 80% of the reference price. The actual price will be within the range approved by the shareholders' meeting, and the Board of Directors will be authorized to determine it based on negotiations with specific people and market conditions.

iii. The pricing method for this private placement of ordinary shares is determined in accordance with the "Matters to Be Noted for Public Companies Conducting Private Placement of Securities," taking into consideration the Company's actual operations, outlook, and the strict restrictions on the timing, parties, and quantity of the transfer of privately placed securities. Additionally, due to the poor liquidity factors, such as not being able to report to the competent authority for the completion of the public offering and listing within three years of delivery, the pricing of this private placement is deemed reasonable.

(2). The selection method, purpose, necessity, and anticipated benefits regarding specific

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persons: The counterparties for this private placement of ordinary shares are limited to specific persons who comply with Article 43-6 of the Securities and Exchange Act and the order Jin-Guan-Zheng-Fa-Zi No. 1120383220 issued by the Financial Supervisory Commission on September 12, 2023, and are limited to strategic investors. However, there are currently no predetermined strategic investors. The related matters regarding the selection of specific investors are proposed to be authorized by the Board of Directors for full discretion.

(3). The purpose, necessity, and expected benefits of selecting strategic investors are to address the operational development of the Company itself. By directly or indirectly assisting the Company's finance, business, production, technology, procurement, management, or strategic development through strategic investors, the goal is to strengthen the Company's competitiveness and enhance operational efficiency and long-term development.

(4). Necessary reasons for handling the private placement:

i. Reasons for not adopting public offering: Considering the capital market conditions, the timeliness of fundraising, issuance costs, and the relative timeliness and convenience of the private placement method, as well as the plans to introduce strategic investors for the company's development, conducting the offering via private placement is deemed necessary and feasible.

ii. Quota for private placement: The total amount of ordinary shares for this private placement will not exceed 25,000 thousand shares and will be conducted once or by tranches (no more than three times) within one year from the date of the shareholders' meeting resolution.

iii. The use of funds for each tranche: To strengthen operating capital, repay bank loans, reinvest in subsidiaries, or meet other funding needs for the Company's long-term development.

iv. Expected benefits for each tranche: Each private placement is expected to strengthen the Company's financial structure, enhance operating efficiency and competitiveness, improve financial health, and reduce interest expenses, thereby providing a positive impact on shareholders' equity.

  1. According to the "Matters to Be Noted for Public Companies Conducting Private Placement of Securities," if significant changes in management occur from one year prior to the resolution by the Board of Directors for the private placement of securities

  2. 7 -


to one year after the delivery date of the private placement, a securities underwriter should be consulted for an evaluation of the necessity and reasonableness of conducting the private placement. However, as the directors' term of office is expiring, the Company itself will undergo a full re-election of directors at the general shareholders' meeting on June 16, 2026. Therefore, a securities underwriter has been engaged to provide an evaluation opinion on the necessity and reasonableness of conducting the private placement. Please refer to Attachment 9 on pages 46-54, of this manual.

  1. The rights and obligations of the ordinary shares in this private placement are the same as those of the ordinary shares already issued by the Company itself. However, in accordance with Article 43-8 of the Securities and Exchange Act, except for the transfer targets and qualifications stipulated by that provision, the privately placed ordinary shares for this offering cannot be freely transferred within three years from the date of delivery. Three years after the delivery date, the Board of Directors is authorized to apply to the competent authority for a letter of consent to meet the listing standards. Subsequently, the Company will report to the competent authority for the completion of the public offering process and apply for listing and trading.

  2. Regarding the private placement of this case, including but not limited to the number of shares to be issued, issue price, issuance conditions, planned items, fundraising amount, use of funds, expected schedule, and potential benefits, as well as other matters related to the issuance plan, should there be any need for changes or revisions due to amendments in laws or regulations, competent authority requirements, operational assessments, or external environmental impacts, except for the pricing percentage, it is proposed to authorize the General shareholders' meeting to allow the Board of Directors to adjust, determine, and handle these matters according to the market conditions at the time. In the future, should there be any changes in laws or required amendments directed by the competent authority, or changes needed based on operational assessments or due to external environmental factors, the Board of Directors is also authorized to handle these matters with full discretion.

  3. In connection with this private placement of ordinary shares, it is proposed that the Annual General Meeting of Shareholders authorize the Chairman or a person designated by the Chairman to sign, negotiate, and amend all contracts and documents related to the private placement on behalf of the Company, and to handle all matters necessary for the issuance of the private placement of ordinary shares.

Resolution:

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VI. Election Matters

Proposal: Board of Directors re-election.

Board of Directors proposal

Explanation:

  1. The term of office for the Company's tenth board of directors will expire on June 20, 2026. It is proposed to fully re-elect 9 directors (including 4 independent directors) at the 2026 general shareholders' meeting in accordance with the Articles of Incorporation. The election of the Company's directors will follow the candidate nomination system as per Article 192-1 of the Company Act, selecting from the candidate list, and will adopt the cumulative voting method as per Article 198 of the Company Act. The newly appointed directors will assume their positions after the election at the shareholders' meeting, and the outgoing directors will simultaneously step down. The term of office is calculated from the election day of the 2026 general shareholders' meeting and lasts for three years (from June 16, 2026, to June 15, 2029).

  2. The list of Director candidates has been reviewed and approved by the Board of Directors of the Company itself on May 6, 2026. The list, along with their education, experience, and number of shares held, is as follows:

Category Candidate Education Experience Number of Shares Held
Director Edward Chu PhD in Polymer Science, the University of Akron, USA Chairperson and CEO of Polytronics Technology Corporation.
Chairperson of Polytronics (BVI) Corporation
Chairperson and CEO of TCLAD Inc.
Directors of TCLAD Europe GmbH.
Manager of Electronic Materials and Manufacturing Department, Raychem Corporation 1,618,411
Director Everlight Chemical Industrial Corporation Not applicable Director of Polytronics Technology Corporation 8,000,000
Director Tsai-Ying Investment Co., Ltd. Not applicable Director of Polytronics Technology Corporation 1,822,519
Director Fu-Ming Hsieh Duke University Fuqua School of Business MBA Vice President of Twin Star Trading Co., Ltd.
Head of Kyin Biotechnology Co., Ltd. 293,591
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Department of International Business, National Taiwan University Senior Vice President of Citibank (China) Co., Ltd. Shanghai Branch
Director Tony Yu Master's degree from Electronic Engineering Institute, Chung Yuan Christian University Chief Operating Officer of Polytronics Technology Corporation
Director of Kunshan Polystar Electronics Co., Ltd. 123,679
Independent Director Joseph C.P. Hsieh PhD in Finance, Kent State University
MBA, University of Missouri-Columbia National Taiwan University of Science and Technology Professor, Graduate Institute of Finance
Chairperson, Chunghwa Investment Co., Ltd.
Vice President, Chief Finance Officer, and Spokesperson of Chunghwa Telecom Co., Ltd.
Independent director of Polytronics Technology Corporation
Independent Director, ASMedia Technology Inc. 0
Independent Director Biiing-Jye Lee Ph. D., Institute of Chemical Engineering, National Tsing Hua University Chairperson, Ennostar Inc.
Chairperson, Epistar Corporation
Independent director of Polytronics Technology Corporation
Research fellow/supervisor, Institute of Photonics Technologies in Industrial Technology Research Institute (ITRI) 0
Independent Director Huei-Chu Huang MBA, University of Missouri UBS - Director and President / Head of Taiwan Region, Ultra High Net Worth Department
Merrill Lynch - Director and President
Independent director of Polytronics Technology Corporation
VisEra Technologies Company Ltd. Independent Director
Parade Technologies, Ltd. - Independent Director
Sino Horizon Holdings Limited Independent Director 0
Independent Director Ming-Yung Wang PhD in Law, Graduate Institute of Law, National Chengchi University Managing Lawyer and Director of Dajon Law Firms
Adjunct Associate Professor, Institute of Technology Law, National Tsing Hua University
Judge and Division Chief of the Taiwan Hsinchu District Court 0
  • 10 -

Judge of the Taiwan Hualien District Court

  1. Reasons for continuing to nominate a director who has served as an independent director for three consecutive terms:
    Independent Director Joseph C.P. Hsieh has served as an independent director of The Company itself for three consecutive terms. Considering his professional knowledge and extensive experience in business management and finance, he has consistently maintained a professional and independent stance in previous Board of Directors meetings, offering significant and practical advice to the company's decision-making with pragmatic and objective analysis, which has been evidently beneficial to the company's governance and operational development. He is hereby nominated again as an Independent Director candidate to utilize his expertise, continue to implement Board of Directors oversight, and provide professional guidance.

Election results:

VII. Other Matters

Board of Directors proposal

Proposal to lift the non-competition restrictions on the newly appointed directors and their representatives.

Explanation:

  1. According to Article 209, Paragraph 1 of the Company Act: "A director who engages in activities for themselves or others that fall within the scope of the Company's business operations should explain the significant content of such activities to the shareholders' meeting and obtain its approval." It is proposed to request the 2026 general shareholders' meeting to remove the non-compete restrictions on the newly appointed directors and their representatives of the Company itself following the full re-election in 2026.
  2. For details regarding the proposed removal of non-compete restrictions on the newly appointed directors and their representatives, please refer to Attachment 10 on page 55 of this manual, with actual removals being limited to those elected.
  3. This proposal has been approved by resolution of the Board of Directors of the Company itself.

Resolution:


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VIII. Impromptu Motions

IX. Adjourned

(The chairman may direct all or a part of each proposal or proposals to be discussed and voted on before impromptu motion)


Attachment I

Polytronics Technology Corporation

2025 Business Report

The Comptroller's Office of the Executive Yuan released its latest economic forecast in February 2026. The preliminary statistics show an economic growth rate of 12.65% in the fourth quarter of 2025, with a full-year growth rate of 8.68% for 2025. The forecast for 2026 predicts an economic growth rate of 7.71%, revised up by 4.17 percentage points from the 3.54% forecast in November 2025.

On a global scale, driven by a surge in technology-related investments and the support of more aggressive fiscal and monetary policies by major countries, the global economy has demonstrated a certain level of resilience in the face of tariff impacts. However, geopolitical risks and uncertainty surrounding U.S.A tariff policies still persist. According to the latest forecast data from S&P Global in January, the global economic growth rate is expected to slow from 2.9% in 2025 to 2.7% in 2026. Among these, the growth rate for advanced economies in 2026 is projected to be 1.8%, while for emerging economies, it is expected to be 4.0%. For the U.S.A and Europe, the economic growth rate in 2026 is forecasted to be 2.3% for the U.S.A; for Germany, France, and the United Kingdom, the growth rates are 0.8%, 0.8%, and 0.8%, respectively. In Asia, the economic growth rate in 2026 is predicted to be 4.6% for Mainland China, 2.1% for South Korea, 2.9% for Singapore, 2.5% for Hong Kong, and 0.9% for Japan.

Implementation Result of Business Plans for The Company in 2025 shows that the full-year consolidated operating income is NT$2,852,424 thousand, a decline of approximately 2.5% from 2024; the consolidated after-tax net profit attributable to the parent company is 57,020 thousand dollars, a decrease of 70% from 2024. The after-tax earnings per share (EPS) is approximately NT$0.67.

The Company's consolidated revenue and expenditure budget implementation status: (Not applicable as the financial forecast has not been publicly disclosed).

The Company itself Analysis of Financial Income, Expenditure, and Profitability:

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Item 2025 2024
Financial Structure (%) Debt to assets ratio 45.22 44.65
Long Term Funds to Property, Plant and Equipment Ratio 198.13 211.23
Solvency (%) Current Ratio 171.94 206.99
Profitability (%) Return on Assets 1.85 4.80
Return on Equity 2.52 7.74
Gross Margin 28.20 31.21
Net Margin (0.22) 4.21
Basic Earnings Per Share (NT$) 0.67 2.23

The Company's operating plan is primarily guided by:

  1. Commit to develop new products, applications and markets.
  2. Deepen the process development of core materials and technology of product designs.
  3. Pursue the substantial proportion of new products to annual turnover.
  4. Continue to streamline the cost plan.
  5. Increase the revenue and profit of the subsidiary TCLAD Technology Corp. and TCLAD Inc. regarding the heat dissipation substrate business.
  6. Proactively seek and seize opportunities for industry cooperation.

In 2025, the company continued to implement strategic initiatives in production, research and development, and sales. The key points are as follows:

(I) In terms of sales: In terms of overcurrent and overvoltage protective devices - we plan to expand product market applications, strengthen new products regarding design-in projects of customers, enhance the proportion of customized products accordingly, and proactively deploy the automotive market; in terms of insulated metal thermal conductive board - we plan to adjust the sales packages of various heat dissipation products, and develop new products with different specifications and levels to correspond market needs and eventually promote our products to end customers.

(II) In terms of production: Improve production efficiency through technological advancement and material research and development,


technological advancement and material research and development, and reduce obsolete inventory through lean procurement processes and inventory management; simultaneously, flexibly adjust production bases, sales models, and procurement strategies in response to geopolitics and global supply chain restructuring.

(III) In terms of R&D: Continue with the development and formula adjustment of new generation low resistance materials and related components; strengthen R&D strength of automotive products and break through the barriers set by market pioneers; enhance the development of materials and manufacturing processes for ceramic products.

(IV) In terms of management: Optimize human resource allocation and strengthen the development and cultivation of mid-level managers; implement ISO cybersecurity certification to enhance cybersecurity management efficiency and defense capabilities; establish a Sustainability Development Task Force to timely review and align with the regulatory environment, thereby deepening the effectiveness of corporate governance.

Reflecting on the past year, the Trump administration's tariff policies and the AI wave have driven massive changes across the industry, with these impacts and trends still ongoing. Looking ahead, despite a volatile international industry landscape and geopolitical risks, we will maintain a proactive, innovative attitude and strong execution. We will continue to develop new products and technologies while expanding into new applications and markets to pursue sustained company growth.

Person in Charge: Edward Chu

Manager: Edward Chu

Chief Accountant: Carol Chiu

  • 15 -

Attachment II

Polytronics Technology Corporation
Audit Committee's Review Report

We have audited the 2025 business report, financial statements, and earnings distribution agenda. The financial statements are audited by Li, Tien-Yi and Hsieh, Chih-Cheng, of PwC Taiwan, with an unqualified opinion that these reports are sufficient to express the Company's financial situation, operating result, and cash flows. These statements have been reviewed and checked to be accurate by the Audit Committee.

TO

2026 General Meeting of Shareholders - Polytronics Technology Corporation

Polytronics Technology Corporation

Audit Committee

Convener: Joseph C.P. Hsieh

March 12, 2026

  • 16 -

Attachment III

INDEPENDENT AUDITORS' REPORT TRANSLATED FROM CHINESE

PWCR 25002056

To the Board of Directors and Shareholders of Polytronics Technology Corp.

Opinion

We have audited the accompanying consolidated balance sheets of Polytronics Technology Corp. 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.

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 Auditors' responsibilities for the audit of the consolidated financial statements section of our report. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Accountants in 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.


  • 18 -

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements of the current period. 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.

Key audit matters for the Group during the year 2025 are as follows:

Inventory reserve – allowance for valuation loss

Description

Please refer to Notes 4(12), 5(2), and 6(4) of the consolidated financial statements for the accounting policies on inventories, critical accounting judgements and estimates and the details of inventories.

The Group is primarily engaged in the research, development, manufacture and sale of polymeric positive temperature coefficient thermistors, overvoltage protective devices and its production related semi-finished goods, modules and dies, thermal conductive boards, thermal module, heat dispersing materials and LED lightings and modules. As the Group is in a rapidly changing industry and its products are especially susceptible to market price fluctuations, there is a higher risk of inventory losing value or becoming obsolete. Inventories are evaluated at the lower of cost and net realisable value, and the determination of the net realisable value of inventories aged over a certain period of time and individually identified as obsolete involves subjective judgements. Considering the aforementioned inventories and the allowance for inventory valuation losses are material to the consolidated financial statements, we assessed this as a key audit matter.


  • 19 -

How our audit addressed the matter

Our procedures in relation to the provision for inventory valuation losses for over a certain period or individually obsolete included:

  1. Ensured consistent application of accounting policies in relation to allowance for inventory valuation losses and assessed the reasonableness of these policies.
  2. Validated the appropriateness of system logic of inventory aging report utilised by management to ensure proper classification of inventories aged over a certain period of time.
  3. Evaluated the reasonableness of inventories individually identified as obsolete or damaged with supporting documents, and agreed to information obtained from physical inventory.
  4. Discussed with management the net realisable value of inventories aged over a certain period of time and individually identified as obsolete or damaged, validated respective supporting documents and reperformed the calculation.

Other matter – Parent company only financial reports

We have audited and expressed an unmodified opinion on the parent company only financial statements of Polytronics Technology Corp. 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 Issuer 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 controls as management determines are 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 audit committee, are responsible for overseeing the Group's financial reporting process.

Auditors' responsibilities for the audit of the consolidated financial statements

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

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

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

  2. 20 -


  1. Obtain an understanding of internal controls 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 controls.

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

  3. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.

  4. 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.

  5. 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 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 controls 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

  • 21 -

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

Li, Tien-Yi

Hsieh, Chih-Cheng

For and on behalf of PricewaterhouseCoopers, Taiwan

March 12, 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.

As the financial statements are the responsibility of the management, PricewaterhouseCoopers Taiwan 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.

  • 22 -

POLYTRONICS TECHNOLOGY CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)

Assets Notes December 31, 2025 December 31, 2024
AMOUNT % AMOUNT %
Current assets
1100 Cash and cash equivalents 6(1) $ 710,252 18 $ 690,756 16
1136 Current financial assets at amortised cost 6(2) and 8 429,345 11 631,458 14
1150 Notes receivable, net 6(3) 116,592 3 87,413 2
1170 Accounts receivable, net 6(3) 537,713 14 549,674 13
1180 Accounts receivable - related parties, net 6(3) and 7 91,818 2 112,004 3
1200 Other receivables 15,398 - 21,830 -
130X Inventories 6(4) 568,338 14 625,006 14
1410 Prepayments 56,501 1 63,675 1
1470 Other current assets 6,271 - 1,863 -
11XX Total current assets 2,532,228 63 2,783,679 63
Non-current assets
1535 Non-current financial assets at amortised cost 6(2) and 8 30,816 1 30,790 1
1600 Property, plant and equipment 6(5) and 8 996,142 25 1,100,444 25
1755 Right-of-use assets 6(6) 179,171 4 201,744 5
1760 Investment property, net 6(8) and 8 98,767 2 101,321 2
1780 Intangible assets 109,778 3 130,917 3
1840 Deferred income tax assets 6(27) 19,071 1 17,075 -
1900 Other non-current assets 43,072 1 28,358 1
15XX Total non-current assets 1,476,817 37 1,610,649 37
1XXX Total assets $ 4,009,045 100 $ 4,394,328 100

(Continued)

  • 23 -

POLYTRONICS TECHNOLOGY CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)

Liabilities and Equity Notes December 31, 2025 December 31, 2024
AMOUNT % AMOUNT %
Current liabilities
2100 Short-term borrowings 6(10) $ 550,380 14 $ 417,978 10
2130 Current contract liabilities 6(20) 2,811 - 3,515 -
2150 Notes payable 5,427 - 4,162 -
2170 Accounts payable 206,248 5 233,748 5
2200 Other payables 6(11) 319,418 8 288,886 7
2230 Current income tax liabilities 62,346 2 59,989 2
2280 Current lease liabilities 12,068 - 10,927 -
2320 Long-term liabilities, current portion 6(14) 70,000 2 47,961 1
2399 Other current liabilities, others 6(12) 244,076 6 277,652 6
21XX Total current liabilities 1,472,774 37 1,344,818 31
Non-current liabilities
2540 Long-term borrowings 6(14) 135,000 3 399,935 9
2570 Deferred income tax liabilities 6(27) 7,170 - - -
2580 Non-current lease liabilities 166,535 4 188,668 4
2600 Other non-current liabilities 31,466 1 28,728 1
25XX Total non-current liabilities 340,171 8 617,331 14
2XXX Total liabilities 1,812,945 45 1,962,149 45
Equity
Equity attributable to owners of parent
Share capital 6(16)
3110 Common stock 856,453 21 856,453 19
Capital surplus 6(17)
3200 Capital surplus 528,724 13 528,724 12
Retained earnings 6(18)
3310 Legal reserve 636,525 16 628,813 14
3320 Special reserve 209,752 5 33,220 1
3350 Unappropriated retained earnings 216,192 6 509,788 12
Other equity interest 6(19)
3400 Other equity interest ( 215,273) ( 5) ( 209,751) ( 5)
3500 Treasury stocks 6(16) ( 48,208) ( 1) - -
31XX Equity attributable to owners of parent 2,184,165 55 2,347,247 53
36XX Non-controlling interests 11,935 - 84,932 2
3XXX Total equity 2,196,100 55 2,432,179 55
Significant contingent liabilities and unrecognised contract commitments 9
Significant events after the reporting period 11
3X2X Total liabilities and equity $ 4,009,045 100 $ 4,394,328 100
  • 24 -

POLYTRONICS TECHNOLOGY CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

YEARS ENDED DECEMBER 31, 2025 AND 2024

(Expressed in thousands of New Taiwan dollars except earnings per share amount)

Items Notes Year ended December 31
2025 2024
AMOUNT % AMOUNT %
4000 Operating revenue 6(20) and 7 $ 2,852,424 100 $ 2,925,428 100
5000 Operating costs 6(4) ( 2,048,039) ( 72) ( 2,012,390) ( 69)
5950 Net operating margin 804,385 28 913,038 31
Operating expenses 6(25)(26)
6100 Selling and marketing expenses ( 250,291) ( 9) ( 249,446) ( 9)
6200 General and administrative expenses ( 323,164) ( 11) ( 320,358) ( 11)
6300 Research and development expenses ( 225,988) ( 8) ( 244,214) ( 8)
6450 Expected credit gains (losses) 12(2) 1,084 - 16,844 1
6000 Total operating expenses ( 798,359) ( 28) ( 797,174) ( 27)
6900 Operating profit 6,026 - 115,864 4
Non-operating income and expenses
7100 Interest income 6(21) 18,008 1 17,081 1
7010 Other income 6(22) 96,953 3 107,436 4
7020 Other gains and losses 6(23) ( 27,543) ( 1) ( 15,956) ( 1)
7050 Finance costs 6(24) ( 25,742) ( 1) ( 29,078) ( 1)
7000 Total non-operating income and expenses 61,676 2 79,483 3
7900 Profit before income tax 67,702 2 195,347 7
7950 Income tax expense 6(27) ( 73,865) ( 2) ( 72,043) ( 3)
8200 (Loss) profit for the year ($ 6,163) - $ 123,304 4
Other comprehensive income (loss)
Components of other comprehensive income that will not be reclassified to profit or loss
8311 Actuarial (loss) gain on defined benefit plan 6(15) ($ 874) - $ 11,199 -
8349 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss 6(27) 175 - ( 2,240) -
8310 Components of other comprehensive (loss) gain that will not be reclassified to profit or loss ( 699) - 8,959 -
Components of other comprehensive income (loss) that may be subsequently reclassified to profit or loss
8361 Financial statements translation differences of foreign operations 6(19) ( 30,061) ( 1) 75,191 3
8360 Components of other comprehensive (loss) income that may be subsequently reclassified to profit or loss ( 30,061) ( 1) 75,191 3
8300 Other comprehensive (loss) income for the year, net of income tax ($ 30,760) ( 1) $ 84,150 3
8500 Total comprehensive (loss) income for the year ($ 36,923) ( 1) $ 207,454 7
Profit (loss) attributable to:
8610 Owners of parent $ 57,020 2 $ 190,945 6
8620 Non-controlling interests ( 63,183) ( 2) ( 67,641) ( 2)
Total ($ 6,163) - $ 123,304 4
Total comprehensive income (loss) attributable to:
8710 Owners of parent $ 32,687 1 $ 281,533 10
8720 Non-controlling interests ( 69,610) ( 2) ( 74,079) ( 3)
Total ($ 36,923) ( 1) $ 207,454 7
9750 Basic earnings per share (in dollars) 6(28) $ 0.67 $ 2.23
9850 Diluted earnings per share (in dollars) 6(28) $ 0.66 $ 2.14

  • 20 -

POLYTRONICS TECHNOLOGY CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN JEJUTY
YEARS ENDED DECEMBER 31, 2023 AND 2024
(Expressed in thousands of New Taiwan dollars)

Notes Capital surplus Retained earnings Other equity interest Treasury stocks Total Non-controlling interests Total equity
Common stock Additional paid-in capital Treasury stock transactions Changes in ownership interests in subsidiaries Employee stock options Share options Legal reserve Special reserve Unappropriated retained earnings Financial statements translation differences of foreign operations Other equity, others
Year ended December 31, 2024
Balance at January 1, 2024 $ 856,453 $ 519,716 $ 14,924 $ 5,492 $ 30,563 $ 12,040 $ 618,454 $ 13,449 $ 548,444 ($ 33,220) $ - $ - $ 2,580,315 $ 228,230 $ 2,814,545
Profit (loss) for the year - - - - - - - - 190,945 - - - 190,945 (67,641) 123,304
Other comprehensive income (loss) - - - - - - - - 8,959 81,629 - - 90,588 (6,438) 84,150
Total comprehensive income (loss) - - - - - - - - 199,904 81,629 - - 281,533 (74,079) 207,454
Distribution of 2023 earnings: 6(18)
Legal reserve - - - - - - 10,359 - 10,359 - - - - - -
Special reserve - - - - - - - 19,771 (19,771) - - - - - -
Cash dividends - - - - - - - - 85,645 - - - (85,645) - (85,645)
Cash distributed from surplus 6(18) - (42,823) - - - - - - - - - - (42,823) - (42,823)
Changes in ownership interests 6(12)(19)(in subsidiaries 29) - (5,696) - (5,492) - - - - 122,785 14,288 (272,448) - (392,133) (69,219) (461,352)
Balance at December 31, 2024 $ 856,453 $ 471,197 $ 14,924 $ - $ 30,563 $ 12,040 $ 628,813 $ 33,220 $ 509,788 $ 62,697 ($ 272,448) $ - $ 2,347,247 $ 84,932 $ 2,432,179
Year ended December 31, 2025
Balance at January 1, 2025 $ 856,453 $ 471,197 $ 14,924 $ - $ 30,563 $ 12,040 $ 628,813 $ 33,220 $ 509,788 $ 62,697 ($ 272,448) $ - $ 2,347,247 $ 84,932 $ 2,432,179
Profit (loss) for the year - - - - - - - - 57,020 - - - 57,020 (63,183) (6,183)
Other comprehensive loss 6(19) - - - - - - - - 699 (23,634) - - (24,333) (6,427) (30,760)
Total comprehensive income (loss) - - - - - - - - 56,321 (23,634) - - 32,687 (69,610) (36,923)
Distribution of 2024 earnings: 6(18)
Legal reserve - - - - - - 7,712 - 7,712 - - - - - -
Special reserve - - - - - - - 176,532 (176,532) - - - - - -
Cash dividends - - - - - - - - 149,879 - - - (149,879) - (149,879)
Changes in ownership interests 6(12)(19)(in subsidiaries 29) - - - - - - - - 15,794 (14,288) 32,400 - 2,318 (3,387) (1,069)
Purchase of treasury stocks 6(16) - - - - - - - - - - - (48,208) (48,208) - (48,208)
Balance at December 31, 2025 $ 856,453 $ 471,197 $ 14,924 $ - $ 30,563 $ 12,040 $ 636,525 $ 209,752 $ 216,192 $ 24,775 ($ 240,048) ($ 48,208) $ 2,184,185 $ 11,935 $ 2,196,100

POLYTRONICS TECHNOLOGY CORP. 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 2024
CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax $ 67,702 $ 195,347
Adjustments
Adjustments to reconcile profit (loss)
Net profit on financial assets at fair value through profit or loss - 2,984
Expected credit gains 12(2) ( 1,084 ) ( 16,844 )
Depreciation 6(25) 190,728 198,946
Amortisation 6(25) 26,195 32,651
Interest expense 6(24) 25,742 29,078
Interest income 6(21) ( 18,008 ) ( 17,081 )
Losses on disposal of property and equipment 6(23) 15,658 1,751
Impairment of non-financial assets 6(10)(23) - 11,051
Foreign exchange net gain or loss ( 1,087 ) 1,264
Changes in operating assets and liabilities
Changes in operating assets
Notes receivable ( 29,179 ) 87,974
Accounts receivable 40,506 ( 112,220 )
Accounts receivable - related parties 20,186 ( 56,876 )
Other receivables 6,432 ( 3,967 )
Inventories 56,668 12,141
Prepayments 7,174 ( 16,473 )
Other current assets ( 4,408 ) ( 389 )
Changes in operating liabilities
Contract liabilities ( 704 ) ( 10,599 )
Notes payable 1,265 ( 34,436 )
Accounts payable ( 27,500 ) 70,737
Other payables 30,256 38,327
Other current liabilities ( 33,576 ) ( 3,694 )
Defined benefit liabilities 1,341 ( 6,700 )
Other non-current liabilities 698 445
Cash inflow generated from operations 375,005 403,417
Interest received 18,008 17,081
Interest paid ( 25,742 ) ( 29,078 )
Income tax paid ( 66,393 ) ( 65,869 )
Net cash flows from operating activities 300,878 325,551

(Continued)

  • 27 -

POLYTRONICS TECHNOLOGY CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)

Year ended December 31
Notes 2025 2024
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of financial assets at amortised cost ($) 616,046) ($ 849,329)
Proceeds from disposal of financial assets at amortised cost 817,842 378,887
Acquisition of property, plant and equipment 6(30) ( 121,125) ( 135,049)
Proceeds from disposal of property, plant and equipment 8,731 7,377
Acquisition of intangible assets ( 10,090) ( 7,576)
Increase in refundable deposits ( 934) ( 1,921)
Net cash flows from (used in) investing activities 78,378 ( 607,611)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from short-term borrowings 6(31) 730,958 1,650,640
Repayment of short-term borrowings 6(31) ( 622,883) ( 1,627,413)
Proceeds from long-term borrowings 6(31) 35,000 600,000
Repayment of long-term borrowings 6(31) ( 277,896) ( 152,104)
Repayment of corporate bonds 6(31) - ( 264,700)
Repayment of lease liabilities 6(31) ( 11,435) ( 11,559)
Cash dividends paid (including cash distributed from capital surplus) 6(18) ( 149,879) ( 128,468)
Change in non-controlling interests 6(29) ( 33,442) ( 199,800)
Purchase of treasury stocks 6(16) ( 48,208) -
Net cash flows used in financing activities ( 377,785) ( 133,404)
Effect of exchange rate 18,025 ( 47,723)
Net increase (decrease) in cash and cash equivalents 19,496 ( 463,187)
Cash and cash equivalents at beginning of year 6(1) 690,756 1,153,943
Cash and cash equivalents at end of year 6(1) $ 710,252 $ 690,756
  • 28 -

Attachment IV

INDEPENDENT AUDITORS' REPORT TRANSLATED FROM CHINESE

PWCR 25000477

To the Board of Directors and Shareholders of Polytronics Technology Corp.

Opinion

We have audited the parent company only balance sheets of Polytronics Technology Corp. (the "Company") as at December 31, 2025 and 2024, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of material accounting policies.

In our opinion, the parent company only financial statements present fairly, in all material respects, the financial position of Polytronics Technology Corp. 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 Auditors' responsibilities for the audit of the parent company only financial statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountants in 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.

  • 29 -

  • 30 -

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the parent company only financial statements of the current period. These matters were addressed in the context of our audit of the parent company only financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

Key audit matters for the Company during the year 2025 are as follows:

Inventory reserve – allowance for valuation loss

Description

Please refer to Notes 4(11), 5(2), and 6(4) of the parent company only financial statements for the accounting policies on inventories, critical accounting judgements and estimates and the details of inventories.

The Company is primarily engaged in the research, development, manufacture and sale of polymeric positive temperature coefficient thermistors, overvoltage protective devices and its production related semi-finished goods, modules and dies, thermal conductive boards, thermal module, heat dispersing materials and LED lightings and modules. As the Company is in a rapidly changing industry and its products are especially susceptible to market price fluctuations, there is a higher risk of inventory losing value or becoming obsolete. Inventories are evaluated at the lower of cost and net realisable value, and the determination of the net realisable value of inventories aged over a certain period of time and individually identified as obsolete involves subjective judgements. Considering the aforementioned inventories and the allowance for inventory valuation losses are material to the parent company only financial statements, we assessed this as a key audit matter.


  • 31 -

How our audit addressed the matter

Our procedures in relation to the provision for inventory valuation losses for over a certain period or individually obsolete included:

  1. Ensured consistent application of accounting policies in relation to allowance for inventory valuation losses and assessed the reasonableness of these policies.
  2. Validated the appropriateness of system logic of inventory aging report utilised by management to ensure proper classification of inventories aged over a certain period of time.
  3. Evaluated the reasonableness of inventories individually identified as obsolete or damaged with supporting documents, and agreed to information obtained from physical inventory.
  4. Discussed with management the net realisable value of inventories aged over a certain period of time and individually identified as obsolete or damaged, validated respective supporting documents and reperformed the calculation.

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

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


In preparing the parent company only financial statements, 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 the management either intends to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company’s financial reporting process.

Auditors’ responsibilities for the audit of the parent company only financial statements

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

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

  • 32 -

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

  2. Obtain an understanding of internal controls 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 controls.

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

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.

  5. 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.

  6. 33 -


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

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal controls 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.

  • 34 -

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

Li, Tien-Yi
Hsieh, Chih-Cheng

For and on behalf of PricewaterhouseCoopers, Taiwan

March 12, 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.

  • 35 -

POLYTRONICS TECHNOLOGY CORP.
PARENT COMPANY ONLY BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)

Assets Notes December 31, 2025 December 31, 2024
AMOUNT % AMOUNT %
Current assets
Cash and cash equivalents 6(1) $ 514,721 16 $ 460,180 12
Current financial assets at amortised cost 6(2) and 8 206,044 6 340,948 9
Accounts receivable, net 6(3) 202,055 6 156,143 4
Accounts receivable - related parties, net 6(3) and 7 134,535 4 187,735 5
Other receivables 2,084 - 2,573 -
Other receivables - related parties 7 62,912 2 100,655 3
Inventories 6(4) 227,384 7 228,263 6
Prepayments 14,086 - 21,447 1
Other current assets 5,354 - 434 -
Total current assets 1,369,175 41 1,498,378 40
Non-current assets
Non-current financial assets at amortised cost 6(2) and 8 8,331 - 8,331 -
Investments accounted for using equity method 1,236,868 37 1,509,156 40
Property, plant and equipment 6(6) and 8 408,245 13 423,890 11
Right-of-use assets 6(7) 167,787 5 189,825 5
Investment property, net 6(9) and 8 98,767 3 101,321 3
Intangible assets 5,804 - 4,444 -
Deferred income tax assets 6(27) 18,874 1 16,878 1
Other non-current assets 8,693 - 8,300 -
Total non-current assets 1,953,369 59 2,262,145 60
Total assets $ 3,322,544 100 $ 3,760,523 100

(Continued)

  • 36 -

POLYTRONICS TECHNOLOGY CORP.
PARENT COMPANY ONLY BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)

Liabilities and Equity Notes December 31, 2025 December 31, 2024
AMOUNT % AMOUNT %
Current liabilities
Short-term borrowings 6(10) $ 69,146 2 $ 113,108 3
Current contract liabilities 6(20) 1,645 - 1,679 -
Notes payable - - 166 -
Accounts payable 111,134 4 130,338 3
Accounts payable - related parties 7 108,030 3 74,268 2
Other payables 6(11) 231,015 7 187,292 5
Current income tax liabilities 62,718 2 59,951 2
Current lease liabilities 11,161 - 10,252 -
Long-term liabilities, current portion 6(14) - - 17,961 1
Other current liabilities, others 6(12) 242,221 7 274,194 7
Total current liabilities 837,070 25 869,209 23
Non-current liabilities
Long-term borrowings 6(14) 100,000 3 329,935 9
Deferred tax liabilities 6(27) 7,170 - - -
Non-current lease liabilities 164,357 5 186,390 5
Other non-current liabilities 6(15) 29,782 1 27,742 1
Total non-current liabilities 301,309 9 544,067 15
Total liabilities 1,138,379 34 1,413,276 38
Equity
Share capital 6(16)
Common stock 856,453 26 856,453 23
Capital surplus 6(17)
Capital surplus 528,724 15 528,724 13
Retained earnings 6(18)
Legal reserve 636,525 19 628,813 17
Special reserve 209,752 6 33,220 1
Unappropriated retained earnings 216,192 7 509,788 13
Other equity interest 6(19)
Other equity interest ( 215,273) ( 6) ( 209,751) ( 5)
Treasury shares 6(16) ( 48,208) ( 1) - -
Total equity 2,184,165 66 2,347,247 62
Significant contingent liabilities and unrecognised contract commitments 9
Significant events after the reporting period 11
Total liabilities and equity $ 3,322,544 100 $ 3,760,523 100
  • 37 -

POLYTRONICS TECHNOLOGY CORP.

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME

YEARS ENDED DECEMBER 31, 2025 AND 2024

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

Items Notes Year ended December 31
2025 2024
AMOUNT % AMOUNT %
Operating revenue 6(20) and 7 $ 1,504,451 100 $ 1,321,665 100
Operating costs 6(4) and 7 ( 866,995) ( 57) ( 729,908) ( 55)
Net operating margin 637,456 43 591,757 45
Operating expenses 6(25)(26)
Selling and marketing expenses ( 73,486) ( 5) ( 72,813) ( 6)
General and administrative expenses ( 146,058) ( 10) ( 130,974) ( 10)
Research and development expenses ( 96,298) ( 6) ( 94,961) ( 7)
Expected credit loss 12(2) ( 35) - ( 9) -
Total operating expenses 315,877 ( 21) ( 298,757) ( 23)
Operating profit 321,579 22 293,000 22
Non-operating income and expenses
Interest income 6(21) 14,846 1 15,147 1
Other income 6(22) 72,622 5 67,572 5
Other gains and losses 6(23) ( 18,204) ( 1) 3,231 -
Finance costs 6(24) ( 12,112) ( 1) ( 15,586) ( 1)
Share of profit of subsidiaries and associates 6(5)
accounted for using equity method ( 247,489) ( 17) ( 101,986) ( 7)
Total non-operating income and expenses ( 190,337) ( 13) ( 31,622) ( 2)
Profit before income tax 131,242 9 261,378 20
Income tax expense 6(27) ( 74,222) ( 5) ( 70,433) ( 6)
Profit for the year $ 57,020 4 $ 190,945 14
Other comprehensive income (loss)
Components of other comprehensive income (loss) that will not be reclassified to profit or loss
Actuarial (loss) gain on defined benefit plan 6(15) ($ 874) - $ 11,199 1
Income tax related to components of other comprehensive income (loss) that will not be reclassified to profit or loss 6(27)
Components of other comprehensive (loss) income that will not be reclassified to profit or loss 175 - ( 2,240) -
Components of other comprehensive income (loss) that may be subsequently reclassified to profit or loss ( 699) - 8,959 1
Financial statements translation differences of foreign operations 6(5)(19)
Share of other comprehensive income of associates and joint ventures accounted for using equity method, components of other comprehensive income that may be reclassified to profit or loss 6(5)(19) 1,847 - 40,331 3
Components of other comprehensive (loss) income that may be subsequently reclassified to profit or loss ( 25,481) ( 2) 41,298 3
Other comprehensive (loss) income for the year, net of income tax ($ 24,333) ( 2) $ 90,588 7
Total comprehensive income for the year $ 32,687 2 $ 281,533 21
Basic earnings per share (in dollars) 6(28) $ 0.67 $ 2.23
Diluted earnings per share (in dollars) 6(28) $ 0.66 $ 2.14

(Expressed in thousands of New Taiwan dollars)

POLYTRONICS TECHNOLOGY CORP.
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY
YEARS ENDED DECEMBER 31, 2025 AND 2024

Notes Common stock Capital surplus Retained earnings Other equity interest Treasury shares Total equity
Additional paid-in capital Treasury stock transactions Changes in ownership interests in subsidiaries Employee stock warrants Share options Legal reserve Special reserve Unappropriated retained earnings Financial statements translation differences of foreign operations Other equity, others
Year ended December 31, 2024
Balance at January 1, 2024 $ 856,453 $ 519,716 $ 14,924 $ 5,492 $ 30,563 $ 12,040 $ 618,454 $ 13,449 $ 548,444 ($ 33,220) $ - $ - $ 2,586,315
Profit for the year - - - - - - - - 190,945 - - - 190,945
Other comprehensive income 6(19) - - - - - - - - 8,959 81,629 - - 90,588
Total comprehensive income - - - - - - - - 199,904 81,629 - - 281,533
Distribution of 2023 earnings: 6(18)
Legal reserve - - - - - - 10,359 - ( 10,359) - - - -
Special reserve - - - - - - - 19,771 ( 19,771) - - - -
Cash dividends - - - - - - - - ( 85,645) - - - ( 85,645)
Cash distributed from capital surplus 6(18) - ( 42,823) - - - - - - - - - - ( 42,823)
Changes in ownership interest in subsidiaries 6(12)(19)(29) - ( 5,896) - ( 5,492) - - - - ( 122,785) 14,288 ( 272,448) - ( 392,133)
Balance at December 31, 2024 $ 856,453 $ 471,197 $ 14,924 $ - $ 30,563 $ 12,040 $ 628,813 $ 33,220 $ 509,788 $ 62,697 ($ 272,448) $ - $ 2,347,247
Year ended December 31, 2023
Balance at January 1, 2025 $ 856,453 $ 471,197 $ 14,924 $ - $ 30,563 $ 12,040 $ 628,813 $ 33,220 $ 509,788 $ 62,697 ($ 272,448) $ - $ 2,347,247
Profit for the year - - - - - - - - 57,020 - - - 57,020
Other comprehensive loss 6(19) - - - - - - - - ( 699) ( 23,634) - - ( 24,333)
Total comprehensive income (loss) - - - - - - - - 56,321 ( 23,634) - - 32,687
Legal reserve - - - - - - 7,712 - ( 7,712) - - - -
Special reserve - - - - - - - 176,532 ( 176,532) - - - -
Cash dividends - - - - - - - - ( 149,879) - - - ( 149,879)
Changes in ownership interest in subsidiaries 6(12)(19)(29) - - - - - - - - ( 15,794) ( 14,288) 32,400 - 2,318
Purchase of treasury stocks 6(16) - - - - - - - - - - - ( 48,208) ( 48,208)
Balance at December 31, 2025 $ 856,453 $ 471,197 $ 14,924 $ - $ 30,563 $ 12,040 $ 636,525 $ 209,752 $ 216,192 $ 24,775 ($ 240,048) ($ 48,208) $ 2,184,185

POLYTRONICS TECHNOLOGY CORP.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)

Year ended December 31
Notes 2025 2024
CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax $ 131,242 $ 261,378
Adjustments
Adjustments to reconcile profit (loss)
Net profit on financial assets at fair value through profit or loss - 2,984
Expected credit losses 12(2) 35 9
Depreciation 6(25) 75,692 83,952
Amortisation 6(25) 7,521 8,115
Interest expense 6(24) 12,112 15,586
Interest income 6(21) ( 14,846 ) ( 15,147 )
Losses on disposal of property, plant and equipment 6(23) 204 457
Share of profit of subsidiaries and associates 6(5) 247,489 101,986
accounted for using equity method 1,281 ( 5,947 )
Foreign exchange net gain or loss
Changes in operating assets and liabilities
Changes in operating assets
Notes receivable - 8,383
Accounts receivable ( 45,946 ) ( 20,896 )
Accounts receivable - related parties 53,199 ( 72,999 )
Other receivables 489 2,038
Other receivables - related parties ( 10,545 ) 4,022
Inventories 879 18,040
Prepayments 7,361 ( 8,982 )
Other current assets ( 4,920 ) 179
Changes in operating liabilities
Contract liabilities ( 34 ) ( 1,888 )
Notes payable ( 166 ) 105
Accounts payable ( 19,204 ) 34,263
Accounts payable - related parties 33,762 7,231
Other payables 40,495 33,252
Other current liabilities 427 ( 1,452 )
Defined benefit liabilities 1,341 ( 6,700 )
Cash inflow generated from operations 517,868 447,969
Interest received 14,846 15,147
Interest paid ( 12,112 ) ( 15,586 )
Income tax paid ( 66,281 ) ( 57,675 )
Net cash flows from operating activities 454,321 389,855

(Continued)

  • 40 -

POLYTRONICS TECHNOLOGY CORP.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)

Year ended December 31
Notes 2025 2024
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of financial assets at amortised cost ($) 401,242) ($ 537,359)
Proceeds from disposal of financial assets at amortised cost 536,146 378,887
Increase in other receivables - related parties ( 50,000) ( 112,010)
Decrease in other receivables - related parties 95,663 113,180
Acquisition of investments accounted for using equity method 6(5) ( 32,400) ( 199,800)
Acquisition of property, plant and equipment 6(30) ( 51,121) ( 17,478)
Proceeds from disposal of property, plant and equipment 11,500 782
Acquisition of intangible assets ( 8,881) ( 6,932)
Increase in refundable deposits ( 210) ( 1,113)
Net cash flows from (used in) investing activities 99,455 ( 381,843)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from short-term borrowings 6(31) 424,555 1,003,508
Repayment of short-term borrowings 6(31) ( 467,173) ( 1,091,863)
Proceeds from long-term borrowings 6(31) - 500,000
Repayment of long-term borrowings 6(31) ( 247,896) ( 152,104)
Repayment of corporate bonds 6(31) - ( 264,700)
Repayment of lease liabilities 6(31) ( 10,634) ( 10,890)
Cash dividends paid (including cash distributed from capital surplus) 6(18) ( 149,879) ( 128,468)
Purchase of treasury stocks 6(16) ( 48,208) -
Net cash flows used in financing activities ( 499,235) ( 144,517)
Net increase (decrease) in cash and cash equivalents 54,541 ( 136,505)
Cash and cash equivalents at beginning of year 6(1) 460,180 596,685
Cash and cash equivalents at end of year 6(1) $ 514,721 $ 460,180
  • 41 -

Attachment V

Polytronics Technology Corporation
Earnings Distribution Table
2025

Item Unit: NT$
Opening undistributed earnings 175,664,689
Net profit after tax for the Year 2025 57,019,676
Less: Actuarial gains and losses on retirement pension adjustment (699,048)
Less: Difference between the actual acquisition price of subsidiary equity and book value (15,793,615)
Less: Appropriation of 10% statutory surplus reserve (4,052,701)
Less: Appropriation of special surplus reserve (5,521,418)
Distributable earnings 206,617,583
Distribution Item:
Cash dividend (NT$0.5 per share) (42,322,681)
Ending undistributed earnings 164,294,902

Chairman: Edward Chu
Manager: Edward Chu
Chief Accountant: Carol Chiu

  • 42 -

Attachment VI

Polytronics Technology Corporation

2025 Implementation status of treasury stock repurchase

Repurchase term 5th session
Purpose of repurchase Transfer of shares to employees
Scheduled repurchase period 2025/05/12~2025/07/08
Scheduled repurchase price range NT$35~60
Type and number of shares repurchased 1,000,000 ordinary shares
Amount of shares repurchased NT$48,207,720
Ratio of bought-back quantity to scheduled repurchase quantity (%) 50%
Number of shares canceled and transferred 0 ordinary shares
Cumulative number of shares held by the Company itself 1,000,000 ordinary shares
Cumulative number of shares held by the Company itself relative to the total issued shares (%) 1.17%
  • 43 -

  • 44 -

Attachment VII

Polytronics Technology Corporation

Report on the Improvement Plan for Loans to Others Exceeding the Prescribed Limit by a Subsidiary of the Company

I. Cause of Occurrence: On August 11, 2025, the Board of Directors of the Company approved a loan from its 83.21%-owned joint venture subsidiary, TCLAD Technology Corporation (hereinafter "TCLAD Technology"), to TCLAD Inc., with a credit limit of USD 1 million. TCLAD Technology subsequently approved the loan proposal at its own Board of Directors meeting on August 12 of the same year. As of the end of March 2026, the outstanding balance of this loan was NTD 31,995 thousand. However, due to a decrease in TCLAD Technology's net value, the loan balance exceeded the prescribed limit of NTD 28,429 thousand.

II. Improvement Plan and Execution Status: Given that the loan limit for the subsidiary TCLAD Technology had not been practically drawn down, the Company's Board of Directors resolved on May 6, 2026 to cancel the loan limit for the subsidiary. TCLAD Technology also convened its Board of Directors meeting on May 7 of the same year to complete the cancellation of the credit limit, thereby implementing the improvement plan for loans exceeding the limit.


Attachment VIII

Polytronics Technology Corporation

Comparison Table of the Articles of Incorporation

Revised Article Current Article Description
Article 5
The Company's total capital is NT$1.5 billion, divided into 150 million shares (including 5 million shares for employee stock warrants), all of which are ordinary shares, with each share valued at NT$10. The unissued shares are authorized for the Board of Directors to issue in tranches. Article 5
The Company's total capital is NT$1 billion, divided into 100 million shares (including 5 million shares for employee stock warrants), all of which are ordinary shares, with each share valued at NT$10. The unissued shares are authorized for the Board of Directors to issue in tranches. In response to the practical operations and future development needs, a revision is proposed.
Article 27
Not listed
The 22nd revision was made on June 16, 2026. Article 27
Not listed Add the Revision Date.
  • 45 -

Attachment IX

Polytronics Technology Corporation

Evaluation report on the necessity and reasonableness of conducting a private placement of securities

Yongfeng Securities Co., Ltd.

Person in Charge: Justin Chu

April 24, 2026

  • 46 -

Polytronics Technology Corporation (hereinafter referred to as "Polytronics Technology" or the "Company") plans to handle matters related to the private placement of securities for the year 2026 according to Article 43-6 of the Securities and Exchange Act, for the purposes of bolstering operating funds, repaying bank loans, reinvesting in subsidiaries, or supporting other capital needs for the Company's long-term development, all while ensuring the timeliness and convenience of fundraising. The Company intends to convene a Resolution by the Board of Directors on May 6, 2026, to conduct this private placement of securities (hereinafter referred to as "this private placement case"). According to the Motion Content of this Board of Directors meeting, it is planned to raise funds by conducting a private placement of ordinary shares through a cash capital increase, in tranches within an issuance limit of no more than 25,000 thousand shares of ordinary stock. Planning to execute between one to three tranches within one year from the date of the General shareholders' meeting resolution on June 16, 2026, the issue price should be set based on no less than 80% of the reference price or the theoretical price. The selection of specific persons will be limited to those who meet the criteria prescribed in Article 43-6 of the Securities and Exchange Act.

According to the regulations on "Matters to be Noted for Public Companies Conducting Private Placements of Securities," if significant changes in management control occur within one year before the resolution by the Board of Directors to conduct a private placement of securities up to one year after the delivery of such private placement, or after introducing a strategic investor through private placement, a securities underwriter should be consulted to issue an evaluation opinion on the necessity and reasonableness of conducting the private placement. This opinion should be included in the notice of the shareholders' meeting to serve as a reference for shareholders in deciding whether to agree. The Company plans to convene the Board of Directors on May 6, 2026, and after an inquiry, it was found that there was no change of more than one-third of Directors within the past year. Therefore, there have been no significant changes in management control within one year before the resolution by the Board of Directors to conduct the private placement of securities. However, since the Directors of Polytronics Technology's term of office will expire, a

  • 47 -

complete re-election of the Board will occur at the General Shareholders' Meeting on June 16, 2026. At the same time, after introducing a strategic investor through this private placement, there may be significant changes in management control in the future. Hence, a securities underwriter has been commissioned to issue an evaluation opinion on the necessity and reasonableness of the private placement of securities.

The content of this opinion is solely for reference in the resolution of the 2026 Board of Directors and Shareholders' Meeting for this private placement case of Polytronics Technology and may not be used for other purposes. This opinion is based on the financial data provided by Polytronics Technology and the information announced on the Market Observation Post System. The securities underwriter will not provide further updates to this opinion nor bear any legal liability for any future changes to the content of this opinion due to amendments to the private placement plan or other circumstances. Hereby declared by.

I. Company Profile

Polytronics Technology was founded on December 18, 1997, and was listed on the OTC market on January 6, 2003, and transferred to the main board on September 17, 2009. The main operation content includes (1) Protective Devices: including the research, development, manufacture, and sale of over current protection (OCP) and over voltage protection (OVP) devices, related processes, semi-finished products, modules, and tooling and dies. (2) Thermal conductive boards, modules and materials.

The main function of overcurrent and overvoltage protection devices is to protect electronic circuits, active components and ICs in electronic products. When an abnormality with the current and voltage occurs, the component can shut down the power and limit voltage to prevent damage to the main chip of electronic components and further prevent disasters from happening. They can be used from the protection devices of general electric machines and electrical machinery to personal computers, server, battery, industrial control, car, personal medical and internet of things smart living, including semiconductors, IC components, PCBs, power supply equipment, connectors and circuit system

  • 48 -

protection. In recent years, battery protection, portable products, industrial automation and consumer electronics applications have been the main drive for growth.

Thermal conductive boards are PCBs with heat conduction function. Their structure is composed of copper foil circuit layer, an metal substrate, and an insulating layer composed of epoxy resin, thermally conductive ceramics and other additives, providing both power and signals to electronic component and conduct the heat generated by the operation of electronic components, satisfying to purposes of high efficiency operation and at the same time reducing system temperature. Application fields include: LED, high-power ICs package, High Speed Computing, audio, transformers, power supplies, and automotive electronics.

The Company, with its excellent design and development capabilities, continues to develop new generation products. Coupled with flexible delivery times, professional technical support services, superior quality, mastery of core technologies and module integration capabilities, as well as excellent mass production capability, it will help the Company expand its market and continuously improve its operational profitability.

II. Evaluation of the legality of this private placement case

Upon reviewing the minutes of the Board of Directors meeting of Polytronics Technology on May 6, 2026, it is noted that the subscribers are limited to strategic investors. This complies with the exception stipulated in Article 3 of the "Matters to be Noted for Public Companies Conducting Private Placements of Securities," which allows profitable companies to conduct private placements of securities. Additionally, the future selection method of subscribers will comply with the provisions of Article 43-6 of the Securities and Exchange Act, hence there are no significant abnormalities.

III. Evaluation of the necessity and reasonableness of this private placement case

(I) The necessity of conducting a private placement

  • 49 -

The company currently has a diverse product application market. In addition to basic protections for NB (notebooks), mobile phones, and batteries, their product line extends progressively to applications in lighting, home appliances, industrial automation, automotive electronic systems, security products, and energy storage systems. Considering the company's current operational development, industry prospects, issuance costs of the private placement, and the relative timeliness and convenience of the private placement method, it is more conducive to the company's operational planning. Meanwhile, the company is assessing the introduction of strategic investors who can directly or indirectly provide assistance in finance, business, production, technology, procurement, management, or strategic development. This would facilitate vertical or horizontal integration of various operations, which will help the company strengthen competitiveness, enhance operational efficiency, and support long-term development. Therefore, conducting a private placement of securities is deemed necessary.

(II) The reasonableness of conducting a private placement

Polytronics Technology intends to convene a Resolution by the Board of Directors on May 6, 2026, to handle matters related to the private placement of securities and present these at the General Shareholders' Meeting on June 16, 2026. Additionally, it will describe the relevant matters of the private placement of securities in the Cause for convening the meeting of the shareholders' meeting according to Article 43-6 of the Securities and Exchange Act. The relevant private placement will be conducted only after approval by the shareholders' meeting, thus the procedure for handling the private placement of securities is deemed reasonable.

Considering the relative timeliness and convenience of the private placement method, the company can obtain the necessary funds in a short period. The funds raised from this private placement will be entirely used for one or more of the following purposes: enhancing working capital, repaying bank loans, reinvesting in subsidiaries, or supporting other capital needs for the company's long-term development. The funds obtained will be long-term and stable, which can effectively strengthen the financial structure and

  • 50 -

reduce the interest burden from bank loans, thereby lowering financial risks. Upon completing the utilization of the funds, it is expected to strengthen the company's competitiveness and enhance operational efficiency, positively benefiting shareholders' equity. Therefore, the uses of funds raised through the private placement of securities and the anticipated benefits are deemed reasonable.

(III) Evaluation of the feasibility and reasonableness of the selection of subscribers

The Company has not yet finalized the subscribers for this private placement case. According to the minutes of the Board of Directors meeting on May 6, 2026, the subscribers for this private placement will be selected in accordance with the provisions of Article 43-6 of the Securities and Exchange Act. The subscribers for this private placement will primarily be strategic investors who meet the regulations, prioritizing those who can benefit the company's long-term development, competitiveness, and the rights of existing shareholders. The selection of actual subscribers will be conducted in accordance with relevant regulations, making the method for selecting subscribers appropriate.

The funds raised through this private placement of securities by the company will be used to enhance working capital, repay bank loans, reinvest in subsidiaries, or address other capital needs for the company's long-term development. Considering the sustainability and development of the company, to avoid any impact on the company's operations due to changes in management, and based on the consideration of stabilizing the management team, the selection of actual subscribers in the future will be based primarily on the principles of stabilizing management rights and ensuring sustainable operations. Therefore, the inquiry into subscribers for this private placement case is deemed feasible and necessary.

IV. Impact on the Company's business, finances, and shareholder equity after the future transfer of management rights.

  • 51 -

If the company issues the full quota of 25,000 thousand shares through this private placement, the total number of shares subscribed to by participants would account for 22.59% of the total shares following the issuance. It is possible that a strategic investor may acquire a seat on the company's board of directors, leading to significant changes in managerial control. The impact on the Company's business, finances, and shareholder equity is explained as follows:

(I) Impact on the Company's business

The funds obtained from the private placement of securities by the company can be used to support the company's operational and long-term development funding needs. It is expected that after introducing strategic investors, they will directly or indirectly provide assistance in finance, business, production, technology, procurement, management, or strategic development to facilitate business synergies. This will expand the company's operational scale or provide opportunities for business integration, thus enhancing the company's profitability and having a positive effect on the company's business.

(II) Impact on the Company's finances

The company, in this private placement of securities, will use the funds to enhance working capital, repay bank loans, reinvest in subsidiaries, or address other capital needs for the company's long-term development. The funds raised are long-term and stable, effectively strengthening the financial structure, aiding in fund allocation and the use of short- and long-term funds. They also reduce the increased interest burden from bank loans and lower financial risks. Upon completing the utilization of the funds, it is expected to strengthen the company's competitiveness and enhance operational efficiency. Therefore, the timely and effective infusion of private placement funds has a positive impact on the company's financial aspects.

(III) Impact on the Company's shareholders' equity

The counterparties for this private placement are primarily strategic investors who can benefit the company's long-term development, competitiveness, and the interests of existing shareholders. This aims to assist the company in aligning with future market developments, enhancing

  • 52 -

overall competitiveness, and thereby increasing revenue and profitability, which will positively benefit the company's shareholders' equity. Although the introduction of strategic investors may lead to potential significant changes in management control, the restriction on the transfer of private placement of securities within three years ensures a long-term partnership with strategic investors. This contributes to the stability of the company's operations and is expected to positively impact the shareholders' equity. Furthermore, the subscription price for this private placement is set at no less than 80% of the reference price or the theoretical price, complying with relevant regulations, and the impact on shareholder equity is considered limited.

V. Conclusion

For this private placement of securities, the company aims to respond to industry changes and enhance its competitiveness to improve its operational performance and overall shareholders' equity. Introducing strategic investors will assist the company in achieving sustainable operations and long-term development. The current private placement of securities is planned for purposes including augmenting operational capital, repaying bank loans, reinvesting in subsidiaries, or addressing other funding needs necessary for the company's long-term development. After evaluation by this underwriter, considering the potential impact on the company's business, finances, and shareholder equity in the event of significant changes in management rights, the choice and feasibility of subscribers, and the anticipated benefits of conducting the private placement, it is comprehensively determined that the company's decision to proceed with issuing the securities through private placement is both necessary and reasonable.

  • 53 -

Independence statement

The Company itself, appointed by Polytronics Technology Corporation (hereinafter referred to as "Polytronics Technology"), submits an evaluation report on the necessity and reasonableness of conducting a private placement of securities.

The Company itself declares that, in executing the aforementioned business, none of the following situations occur:

I. The Company itself is not an investee company accounted for using the equity method by Polytronics Technology Corporation.

II. The Company itself is not an investing company applying the equity method for investment in Polytronics Technology Corporation.

III. The Chairperson or President of the Company is not the same person as the Chairperson or President of Jubang Technology, nor do they have a spousal relationship or a relationship within the second degree of kinship.

IV. The Company itself is not a Director of Polytronics Technology Corporation.

V. Polytronics Technology Corporation is not a director of The Company itself.

VI. The Company itself and Polytronics Technology Corporation do not qualify as related parties as stipulated in Article 18 of the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

For the case of evaluating the necessity and reasonableness of conducting a private placement of securities for Polytronics Technology, the evaluation report submitted by The Company itself maintains an impartial and independent spirit.

Declarant: Yongfeng Securities Co., Ltd.

Representative: Justin Chu

April 24, 2026

(For use only in the underwriter's evaluation opinion report on the private placement of securities by Polytronics Technology Corporation for the year 2026)


Attachment X
Description of the content regarding the removal of the non-compete restrictions on the newly-appointed directors and their representatives

Name Title Description of important content Scope of the competitive business activities permitted Period of permission to engage in the competitive conduct
Edward Chu Director It is proposed to request the 2026 general shareholders' meeting to pass a resolution to lift the restriction on directors' non-compete according to Article 209 of the Company Act. (With the scope of removal limited to those elected.) 1). Chairperson and CEO of TCLAD Technology Corporation.
2). Chairperson and President of TCLAD Inc.
3). Directors of TCLAD Europe GmbH.
The company is mainly engaged in the manufacture and sale of metal thermal substrates and related products. Term of Office Period
Dennis Ho Representative for a corporate director 1). Director and Executive Vice President of TCLAD Technology Corporation.
2). Director of TCLAD Inc.
3). Director and CEO of TCLAD Europe GmbH.
4). Director and CEO of Suzhou TCLAD Electronic Technology Co., Ltd.
The company is mainly engaged in the manufacture and sale of metal thermal substrates and related products.
Yen-Cheng Lee Representative for a corporate director Assistant Vice President of the Group R&D Center, Everlight Chemical Industrial Corporation.
The company is mainly engaged in the manufacture and sale of chemical raw materials such as various dyes and textile bleaching and dyeing agents, as well as other fine chemicals and electronic components.
Fu-Ming Hsieh Director 1). Vice President of TMG Trading Co., Ltd.
2). Head of Kyin Biotechnology Co., Ltd.
The company is mainly engaged in general import and export trade, chemical raw material trading, biotechnology services, and research and development services.
Joseph C.P. Hsieh Independent Director Independent Director, ASMedia Technology Inc.
The company is mainly engaged in the design, development, production, and manufacturing of high-speed analog circuits.
Huei-Chu Huang Independent Director 1). VisEra Technologies Company Ltd. Independent Director
2). Parade Technologies Ltd. - Independent Director
The company is mainly engaged in the manufacturing industry of electronic components, as well as the R&D, design, manufacturing, and sales of image sensors and micro-optical components, high-speed signal transmission interfaces, touchscreen control chips, and display chips.
  • 55 -

Appendix I

Polytronics Technology Corporation
Rules of Procedure for Shareholders' Meeting

Date of effect: April 26, 2002
Date of last amendment: June 14, 2013

Article 1 This policy has been established in accordance with Article 5 of "Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies" as a means to enhance shareholders' governance, supervision, and management over the Company.

Article 2 Unless otherwise specified by law or the Articles of Incorporation, shareholder meetings of the Company shall proceed according to the terms of this policy.

Article 3 Unless otherwise specified by law, shareholder meetings are to be convened by the board of directors. The Company shall notify all shareholders 30 days in advance before convening an annual general meeting; for shareholders holding less than 1,000 registered shares, the notification can be served by way of announcement through the Market Observation Post System (MOPS) 30 days in advance. Before convening an extraordinary shareholder meeting, the Company is required to notify all shareholders 15 days in advance; for shareholders holding less than 1,000 registered shares, the notification can be served by way of announcement through the MOPS 15 days in advance. Meeting advices and announcements must clearly indicate the agenda of the meeting. Issues that involve re-election of directors, amendments to the Articles of Incorporation, corporate liquidation, merger, divestment, or any matters listed in Paragraph 1, Article 185 of The Company Act and Articles 26-1 and Article 43-6 of Securities and Exchange Act must be raised as regular motions and can not be raised in the form of special motion.

Article 4 Shareholders may appoint proxies to attend shareholder meetings on their behalf by completing the Company's proxy form and specifying the scope of delegated authority. Each shareholder may issue one proxy form and delegate one proxy only. All proxy forms must be received by the Company at least 5 days before the shareholder meeting. In cases where multiple proxy forms are issued, the one that arrives first shall prevail. However, this excludes situations where a proper declaration is issued to withdraw the previous arrangement.

Article 5 Shareholder meetings shall be held at locations that are suitable and convenient for shareholders to attend. Meetings must not commence anytime earlier than 9AM or later than 3PM.

Article 6 The meeting advice shall specify details such as meeting time, venue, and important notes where relevant. Admission of meeting participants shall begin at least 30 minutes before the meeting commences. The reception area must be clearly labeled and stationed with adequate and competent personnel. Shareholders and representatives thereof (collectively referred to as shareholders) shall attend shareholder meetings by presenting valid conference pass, attendance card or other document of similar nature. Proxy form acquirers are required to bring identity proof for verification. An attendance log shall be prepared to record shareholders' attendance; alternatively, shareholders may present attendance cards to signify their presence. Shareholders who attend the meeting shall be given a copy of the conference handbook, annual report, attendance pass, opinion slip, motion ballot, and any materials relevant to the meeting. Prepare additional ballots if director election is also being held during the meeting. Where the shareholder is a government agency or corporate entity, more than one representative may attend shareholder meetings on their behalf. Corporate entities that have been designated as proxy attendees can only appoint one representative to attend shareholder meeting.

Article 7 Shareholder meetings that are convened by the board of directors shall be chaired by the Chairman. If the Chairman is on leave or is unable to exercise duties for any reason, the Vice Chairman will act on behalf; if there is no Vice Chairman or if the Vice Chairman is also on leave or is unable to exercise duties for any

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reason, the Chairman may appoint one managing director to assume acting duty; if there is no managing director, one of the directors shall be appointed to perform acting duty; if no delegate is appointed by the Chairman, one shall be appointed among managing directors or directors.

Where chairperson position of the preceding Paragraph is to be assumed by a managing director or director, the managing director or director must be on the board for more than six months and possess adequate understanding of the Company's financial and business performance. The same applies if the chairperson is a representative of a corporate director.

For shareholder meetings convened by any authorized party other than the board of directors, the convener shall serve as the chairperson. If there are two or more conveners at the same time, one shall be appointed among themselves to chair the meeting.

The Company may summon its lawyers, certified public accountants, and any relevant personnel to be present at shareholder meetings.

Article 8 The Company shall record non-stop, in audio and video, from the time admission is accepted and throughout the entire meeting proceeding, voting process, and vote count.

These recordings must be retained for at least one year. However, should a shareholder raise a litigious claim against the Company in accordance with Article 189 of The Company Act, the abovementioned documents must be retained until the end of the litigation.

Article 9 Shareholders' presence is determined by the number of shares represented during the meeting. The quantity of shares represented in the meeting is calculated based on records of the attendance log or the attendance cards collected.

The chairperson should announce commencement of meeting as soon as it is due. However, if current attendees represent less than half of the Company's outstanding shares, the chairperson may announce to postpone the meeting up to two times, for a period totaling no more than one hour. The chairperson shall dismiss the meeting if attending shareholders still represent less than one-third of outstanding shares after two postponements.

If attending shareholders still represent more than one-third but less than half of outstanding shares after two postponements, the attending shareholders may reach a tentative resolution according to Paragraph 1, Article 175 of The Company Act. This tentative resolution shall then be communicated to every shareholder, and another shareholder meeting shall be held within the next month.

If the number of shares represented accumulate to more than half of all outstanding shares as the meeting progresses, the chairperson may propose the tentative resolutions for final voting according to Article 174 of 7 Company Act.

Article 10 If the shareholder meeting is convened by the board of directors, the board of directors will determine the meeting proceeding. The proceeding cannot be changed unless resolved during the shareholder meeting.

The above rule also applies to shareholder meetings that are convened by any authorized party other than the board of directors.

In either of the two situations described above, the chairperson cannot dismiss the meeting while a motion (including special motion) is still in progress. If the chairperson violates conference rules by dismissing the meeting when not allowed to do so, other members of the board shall immediately assist attending shareholders in electing another chairperson that has the support of more than half of voting rights represented on-site to continue the meeting.

The chairperson must allow adequate time to explain and discuss various motions, amendments, or special motions proposed during the meeting. The chairperson may announce to discontinue further discussions if the issue in question is considered to have been sufficiently discussed to proceed with voting.

Article 11 Shareholders who wish to speak during the meeting must first produce an opinion slip detailing the topic and shareholder account number (or conference pass serial number). The order of shareholders' comments shall be determined by the chairperson.

Shareholders who submit an opinion slip without actually speaking are considered to have remained silent. If the shareholder's actual comments differ from those stated in the opinion slip, the actual comments expressed shall be taken into record.

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Each shareholder shall speak no more than two times, for 5 minutes each, on the same motion unless otherwise agreed by the chairperson. The chairperson may stop shareholders from speaking if they violate any terms of the policy or speak outside the discussed topic.

While a shareholder is speaking, other shareholders cannot speak simultaneously or interfere in any way unless agreed by the chairperson and the person speaking. Any violators shall be restrained by the chairperson.

Where a corporate shareholder has appointed two or more representatives to attend the shareholder meeting, only one representative may speak per motion.

After a shareholder has finished speaking, the chairperson may answer the shareholder's queries personally or appoint any relevant personnel to do so.

Article 12 Voting rights in a shareholder meeting are calculated based on the number of shares represented.

Shares that do not carry voting rights are excluded from the calculation of outstanding shares when voting for the final resolution.

Shareholders can not vote, or vote on behalf of other shareholders, on any motion that presents a conflict between their own interests and interests of the Company.

The number of shares held by shareholders who are not permitted to vote, as described in the preceding Paragraph, shall be excluded from the calculation of total voting rights.

With the exception of trust enterprises and certain share transfer agencies approved by the authority, a proxy may not represent more than 3% of total voting rights in aggregate when representing two or more shareholders during the meeting. Voting rights that exceed this threshold shall be excluded from calculation.

Article 13 Shareholders are entitled to one vote per share, except for shares that are subject to voting restrictions or are stripped of voting rights.

Unless otherwise regulated by The Company Act or stated in the Articles of Incorporation, a motion is passed when supported by shareholders representing more than half of total voting rights in the meeting. When voting, the chairperson or delegate thereof shall announce the total number of voting rights represented by attending shareholders for every motion discussed.

A motion is considered passed if the chairperson receives no objection from any attending shareholders upon inquiry. This voting method shall carry the same effect as the conventional ballot method.

Shareholders who wish to propose additional motions or changes or alternatives to existing motions must have their proposals seconded by another shareholder.

In cases where several amendment or alternative solutions have been proposed at the same time, the chairperson shall determine the order in which proposals are to be voted. If any solution is passed, all other proposals shall be deemed rejected and no further voting is necessary.

The chairperson shall appoint ballot examiners and ballot counters to support the voting process. The ballot examiner must be a shareholder.

Motion and election votes are to be counted openly at the shareholder meeting. Results of the vote, including the final tally, shall be announced on-site and recorded in minutes.

Article 14 Shareholder meetings that involve election of directors shall proceed according to the Company's election policy. Results of the election, including the list of elected directors and the final tally, must be announced on-site.

All ballots used in the above election shall be sealed and signed by the ballot examiner and held in proper custody for at least one year. However, should a shareholder raise a litigious claim against the Company in accordance with Article 189 of The Company Act, the abovementioned documents must be retained until the end of the litigation.

Article 15 Shareholder meeting resolutions shall be compiled into detailed minutes, and signed or sealed by the chairperson and disseminated to each shareholder by no later than 20 days after the meeting. Meeting minutes may also be disseminated by way of public announcements.

The minutes shall detail the date and venue of the meeting, the chairperson's name, the method of resolution, the proceeding, and results of various motions. Minutes are to be retained indefinitely for as

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long as the Company exists.

Any resolutions passed by way of the chairperson asking for objections from shareholders and receiving none in return must be remarked as "Passed without objections from any shareholders present in the meeting upon chairperson's inquiry." If shareholders did raise objections, then the resolution must be specified to have been passed through voting, with details on the number and percentage of votes in favor.

Article 16 During the shareholder meeting, the Company shall disclose information on the number of shares acquired by proxy form acquirers and the number of shares represented by proxies using the prescribed format. The Company must disclose on MOPS in a timely manner any shareholder meeting resolutions that constitute material information as defined by law or the rules of Taiwan Stock Exchange Corporation (or Taipei Exchange).

Article 17 Staff of the shareholder meeting shall wear proper identification or arm badges.

The chairperson may instruct picketers or security staff to help maintain order in the meeting. While maintaining order in the meeting, all picketers or security staff are required to wear arm badges that identify their role as "Security."

The chairperson may stop anyone who attempts to speak using instruments that are not provided by the Company.

The chairperson may instruct picketers or security staff to remove shareholders who continue to violate conference rules despite being warned.

Article 18 The chairperson may put the meeting in recess at appropriate times. In the occurrence of force majeure event, the chairperson may suspend the meeting temporarily and resume at another time.

If the shareholder meeting is unable to conclude all scheduled motions (including special motions) before the venue is due for return, participants may resolve to continue the meeting at an alternative location.

Shareholders may also resolve to postpone or resume the meeting within the next 5 days, according to Article 182 of The Company Act.

Article 19 The Rules shall be implemented once approved during a shareholder meeting. The same applies to subsequent amendments.

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Appendix II

Polytronics Technology Corporation Articles of Incorporation (Before Revision)

Effective date: December 3, 1997
Date of last amendment: June 12, 2025

Chapter 1 General Rule

Article 1: The Company has been duly incorporated in accordance with the provisions of the Company Act governing companies limited by shares, under the name of “聚鼎科技股份有限公司”. Its English name is “Polytronics Technology Corporation”.

Article 2: The Company’s business shall include the following:
- CC01080 Electronics Components Manufacturing
- F401010 International Trade

The following products are researched, developed, produced, manufactured, and sold:
1. Resettable thermal resistors, over voltage protection device, related processes, semi-finished products, modules, tooling and dies. Research, development, production, manufacture and sale of the following products.
2. Thermal conductive boards, modules and materials.
3. LED lighting devices and modules.
4. Also engage in export/import trade business in relation to the business of the Company.

Article 3: The Company’s head office is located in Hsinchu Science Park. By resolution of the board of directors and approval by the competent authorities, the Company may establish branches overseas as necessary.

Article 4: The total amount of the Company’s investment is not subject to the restriction listed in Article 13 of the Company Act regarding investment amount not exceeding 40% of the paid-in capital.

Chapter 2 Shares

Article 5: The total amount of the Company’s capital is NT$1billion, divided into 100 million shares (including 5 million shares of employee stock options). These shares are all common shares, with a par value of NT$10 per share; the unissued shares are authorized by the board of directors to be issued in installments.

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Article 6: The shares of the Company are registered. The share certificates shall be affixed with the signatures or personal seals of the director representing the company, and shall be duly certified or authenticated by the bank which is competent to certify shares under the laws before issuance thereof. New shares may be issued with their certificates printed on a consolidated basis in relation to the total number of shares issued or without printing any such certificates, provided that such new shares are kept in custody by or registered with a securities depository body. The Company shall manage its shares and related matters in accordance with the “Regulations Governing the Administration of Shareholder Services of Public Companies” promulgated by the competent authority.

Article 7: The transfer of shares shall cease within 60 days before a regular shareholders’ meeting is convened or 30 days before a special shareholders’ meeting is convened or within 5 days before the record date on which the Company has decided to distribute dividends and bonuses or other benefits.

Article 7-1: In accordance with the Company Act, the shares bought back by the Company may be transferred to employees of parents or subsidiaries of the Company meeting certain specific requirements. The share subscription warrants may be obtained by employees of parents or subsidiaries of the Company meeting certain specific requirements. The additional shares issued by the Company may be subscribed to employees of parents or subsidiaries of the Company meeting certain specific requirements. The restricted stock issued by the Company may be receive by employees of parents or subsidiaries of the Company meeting certain specific requirements.

Chapter 3 Shareholders' meeting

Article 8: The Company's shareholders' meeting shall be two types: Regular meeting of shareholders held at least once every year; and special meeting of shareholders held when necessary. A special meeting shall be held in accordance with relevant laws and regulations when necessary.

Article 9: The Company’s shareholders’ meeting can be held by means of visual communication network or other methods promulgated by the central competent authority, shall be held with the chairman serving as the chairman of the board of directors. In case the chairman of the board of directors is on leave or absent or cannot exercise his/her power and authority for any cause, the vice chairman shall act on his/her behalf. In case there is no vice chairman, or the vice chairman is also on leave or absent or unable to exercise his/her power and authority for any cause, the chairman of the board of directors shall designate one of the directors to act on his/her behalf. In the absence of such a

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designation, the directors shall elect from among themselves an acting chairman of the board of directors.

Where chairperson position of the preceding Paragraph is to be assumed by a director, the director must be on the board for more than six months and possess adequate understanding of the Company's financial and business performance. The same applies if the chairperson is a representative of a corporate director.

Article 10: The Company shall, no later than 30 days prior to the scheduled meeting date of a regular shareholders' meeting or no later than 15 days prior to the scheduled meeting date of a special shareholders' meeting, notify each shareholder the date, location and motions the causes of the meeting.

Article 11: The following matters shall be resolved by the Company's shareholders' meeting:

  1. Amendments to the Articles of Incorporation.
  2. Increase or decrease in the Company's total capital.
  3. Mergers, demergers, or acquisitions of other companies, excluding those resolved by the board of directors as required by law.
  4. Entrusted business.
  5. Company dissolution or liquidation.
  6. Election of directors.
  7. Adoption and revision of dividends for shareholders and remuneration to employees.
  8. Other matters that are subject to resolution by the shareholders' meeting.
  9. To transfer shares to employees at less than the average actual share repurchase price, the Company must have obtained the consent of at least two-thirds of the voting rights present at the most recent shareholders meeting attended by shareholders representing a majority of total issued shares with consent of at least two-thirds of the voting rights present at the shareholders meeting, and must have listed the following matters in the notice of reasons for that shareholders meeting; it may not raise the matter by means of an extraordinary motion:

(I) The exercise price, the valuation percentage, the bases of calculations, and the reasonableness thereof.
(II) The number of shares to be transferred, the purpose, and the reasonableness thereof.
(III)(Qualification requirements for employees subscribing to shares, and the number of shares they are allowed to subscribe for.
(IV) Factors affecting shareholders' equity:

  1. The expenditure amount, and dilution of the company's earnings per share.
  2. Explain what financial burden will be imposed on the company by transferring shares to employees at less than the average actual share repurchase price.

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  1. To issue employee stock options at a price less than the market price, the Company must have obtained the consent of at least two-thirds of the voting rights present at the shareholders meeting attended by shareholders.

  2. When public listing is cancelled.

Article 12: Any shareholder who is unable to attend a shareholders’ meeting for any cause may appoint a proxy to attend the meeting by presenting a letter of attorney which indicates the scope of authorization on a proxy form issued by the Company. In addition to the provisions of Article 177, the appointment of a proxy by any shareholder to attend a meeting shall be subject to the “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies” promulgated by the competent authority.

Article 13: Except in the circumstances otherwise provided for in laws, the Company's shareholders shall have one voting power in respect of each share in his/her/its possession.

Article 14: Resolutions at a shareholders' meeting shall, unless otherwise provided for in laws, be adopted by a majority vote of the shareholders present, who represent more than one-half of the total number of voting shares. As per the requirement of the competent authority, the Company may adopt voting by electronic mean. Shareholders casting their votes electronically shall be construed as their presence in the session in person. Matters pertinent to electronic balloting shall be governed by applicable laws. If there is no objection by any shareholders present following an inquiry by the chair, the proposal shall be deemed passed with the same effect as a poll.

Resolutions adopted at a shareholders' meeting shall be recorded in the minutes of the meeting, which shall be affixed with the signature or seal of the chairman of the meeting and shall be distributed to all shareholders of the company within twenty (20) days after the close of the meeting. The preparation and distribution of the minutes of shareholders' meeting may be affected by means of electronic transmission.

Chapter 4 Directors and managers

Article 15: The Company has 7-11 directors who are election in accordance with the nomination system from a list of candidates at a shareholders’ meeting. The directors shall serve a three-year term and may be re-elected.

Under Article 14-2 of the Securities and Exchange Act, number of independent directors from the preceding paragraph shall be at least three and not less than one-fifth of the total number of directors. The professional competence, shareholdings, restrictions on concurrent positions, methods of nomination and election and other requirements of

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such independent directors shall be subject to the laws of the competent authority of securities.

The total registered shares owned by all directors shall be handled in accordance with the "Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies". In the process of electing directors at a shareholders' meeting, the number of votes exercisable in respect of one share shall be the same as the number of directors to be elected, and the total number of votes per share may be consolidated for election of one candidate or may be split for election of two or more candidates. A candidate to whom the ballots cast represent a prevailing number of votes shall be deemed a director elect. Independent and non-independent directors shall be elected at the same time, but in separately calculated numbers.

Article 15-1:

The Company has set up an audit committee pursuant to Article 14-4 of the Securities and Exchange Act. The audit committee shall be made up by all independent directors (at least 3). The audit committee or members of the audit committee are responsible for performing the duties of supervisors set out in the Company Act, the Securities and Exchange Act and other laws and regulations.

The number of committee members, term of service, responsibilities, conference rules, and resources that the Company is bound to provide as support are set forth separately in the Audit Committee Audit.

Article 16: The Company's board of directors shall elect from among themselves a chairman, and depending on the needs of the business, a vice-chairman. The chairman of the board of directors shall internally preside the shareholders' meeting and the meeting of the board of directors; and shall externally represent the company

In case the chairman of the board of directors is on leave or absent or cannot exercise his/her power and authority for any cause, the vice chairman shall act on his/her behalf. In case there is no vice chairman, or the vice chairman is also on leave or absent or unable to exercise his/her power and authority for any cause, the chairman of the board of directors shall designate one of the directors to act on his/her behalf. In the absence of such a designation, the directors shall elect from among themselves an acting chairman of the board of directors.

Article 17: Except as otherwise provided by the Company Act, any meeting of the board of directors shall be convened by the chairman. In case the chairman of the board of directors is on leave or absent or cannot exercise his/her power and authority for any cause, its proxy is handled in accordance with the Company Act. The directors shall attend a meeting of the board of directors in person. If he/she is unable to attend for any cause, he/she may appoint another director to attend the meeting. Each proxy attendee,

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as described in preceding paragraph, may only represent the presence of one absent member. The Board may convene via teleconferencing and the directors participating in the teleconference shall be deemed attending the Board session in person.

Article 18: The board shall be organized by board of directors and shall meet at least quarterly. In emergency circumstances, however, a meeting may be called on shorter notice. The notice may be affected by means of letters, emails or fax, after obtaining prior consent from the recipients thereof. 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. However, resolutions for the following matters shall be adopted by two-thirds of the directors at a meeting of the board of directors attended by at least a majority of the entire directors of the company:

  1. Resolution for domestic and international investments.
  2. Review of the Company’s important internal regulations and major contracts that have been effective for more than 3 years.
  3. Election of director.
  4. Review of budgets and final accounts.
  5. Matters for determination of borrowings.
  6. Motion to propose to the shareholders’ meeting for amendments to the Articles of Incorporation, change in capital and company dissolution or consolidation.
  7. Motion to propose to the shareholders’ meeting for earnings distribution or loss recovery.
  8. Appointment of CPAs.
  9. Establishment and abolition of branch offices.
  10. Formulation of an operating policy, review of a business plan and supervision of implementation.
  11. Convening of shareholders’ meeting.

Article 19: Deleted.

Article 20: The Company’s remuneration to directors is authorized to the board of directors for determination based on the degree of the director’s involvement in the Company’s operations as well their contribution and value, with reference to standard remuneration paid by peers. The Company shall purchase all directors and important employees liability insurance policies with respect to liabilities resulting from exercising their duties during their terms of service. Once the Company has purchased or renewed director liability insurance, main details such as the sum assured, scope of coverage and the premium rate shall be reported in the upcoming board meeting.

Article 21: The Company has a chief executive officer, a president and several vice presidents. Their appointment and dismissal are handled in accordance with the Company Act.

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The chief executive officer is responsible for making decisions on all major business strategies of the Company and affiliates as well as submitting an annual operational plan and regular financial statements to the board of directors. The president is responsible for implementing, supervising and controlling the Company's business and administrative operations as a whole in accordance with the Company's policy as well as reporting to the board of directors.

Chapter 5 Accounting

Article 22: The Company's accounting year runs from January 1 to December 31 each year. The board of directors shall prepare the following statements by the end of each accounting year and submit them to the shareholders' meeting for acknowledgement.

  1. Business report.
  2. Financial statements.
  3. Proposal for earnings distribution or loss recovery.

Where other related non-financial statements submitted to the shareholders' meeting have been submitted to the audit committee and board meeting for resolution, they are not required to be submitted to the audit committee for review after resolution has been adopted by the board of directors. The review of the financial statements is handled in accordance with the Securities and Exchange Act.

Article 23: If the Company has an annual profit, it should allocate no less than 6% of the profit as remuneration to employees and 1.5% of the profit as remuneration to directors. Where the Company still has accumulated losses, the profit should be reserved to make up for the loss.

Employee remuneration shall include an allocation of no less than 1.5% of the Company's annual profit, specifically for distribution to grassroots employees.

The term "profit" mentioned above refers to the pre-tax net profit of the current year before deducting the remuneration allocated to employees and directors.

Where the remuneration to employees in the preceding paragraph is paid in the form of shares or cash, the employees must be parents or subsidiaries of the Company meeting certain specific requirements.

Article 23-1

The Company's earnings, if any, in its annual final account shall be first used to pay taxes and make compensation for its accumulated losses, and then 10% of the said profits shall be set aside as legal reserves, unless the amount of such legal reserves has reached the paid-up capital of the Company. The remaining amount of the said profits

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shall be set aside or reversed as special reserves as required by law or the competent authority. Any balance thereof still available shall, together with the undistributed earnings accumulated from previous years, be submitted by the Board of Directors in the form of a proposal for distribution to the shareholders' meeting for ratification.

The Company may determine whether to authorize the distributable dividends and bonuses in whole or in part may be paid in cash after a resolution has been adopted by a majority vote at a meeting of the board of directors attended by two-thirds of the total number of directors; and in addition thereto a report of such distribution shall be submitted to the shareholders' meeting. The requirement in the preceding paragraph regarding resolution of the shareholders' meeting shall not apply.

The industry the Company is in is changeable and the Company's life cycle is at a growing stage. Taking into consideration of the Company's long-term financial plans while pursuing long-term interests of shareholders and stabilizing business performance goals, cash dividend distribution may not be less than 10% of the total number of dividends issued.

Article 24: Payment of shareholder dividends is limited to those shareholders whose names are recorded in the register of shareholders five days prior to the base date of payment of dividends and bonuses.

Chapter 6 Supplemental provisions

Article 25: The Company may provide guarantees externally in accordance with government regulations.

Article 26: Matters not covered by the Charter are handled in accordance with the Company Act and by-laws.

Article 26-1: The Company's organizational rules and enforcement rules are separately established by the board of directors.

Article 27: This Charter was established on December 3, 1997.

The 1st amendment was made on June 10, 1998.

The 2nd amendment was made on June 20, 2000.

The 3rd amendment was made on May 8, 2001.

The 4th amendment was made on April 26, 2002.

The 5th amendment was made on June 27, 2003.

The 6th amendment was made on May 25, 2004.

The 7th amendment was made on May 31, 2005.

The 8th amendment was made on June 26, 2007.

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The 9th amendment was made on June 6, 2008.
The 10th amendment was made on June 10, 2009.
The 11th amendment was made on June 14, 2010.
The 12th amendment was made on June 10, 2011.
The 13th amendment was made on June 15, 2012.
The 14th amendment was made on June 14, 2013.
The 15th amendment was made on June 23, 2016.
The 16th amendment was made on June 22, 2019.
The 17th amendment was made on June 19, 2020.
The 18th amendment was made on June 24, 2021.
The 19th amendment was made on June 23, 2022.
The 20th amendment was made on June 21, 2023.
The 21th amendment was made on June 12, 2025.

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Appendix III

Polytronics Technology Corporation

Directors Election Policy

Date of effect: April 26, 2002
Date of last amendment: June 10, 2011

Article 1. Election of the Company's directors shall proceed according to this policy unless otherwise specified in the Company Act or Articles of Incorporation.

Article 2. Non-independent directors of the Company shall be elected in a shareholder meeting from persons of adequate capacity.

Election of independent directors shall proceed according to the nomination system mentioned in Article 192-1 of The Company Act.

The registered cumulative voting method shall be used when voting for the Company's directors. When electing directors, each share shall be vested with voting rights equal to the number of directors to be elected. These voting rights may be concentrated on one candidate or spread across multiple candidates.

Article 3. Once the election commences, the chairperson shall designate ballot examiners and ballot counters to perform ballot examination and counting.

Article 4. Candidates who receive the highest number of votes are assigned the role of director, until the number of director seats mentioned in the Articles of Incorporation are fully filled. Elections for independent directors and non-independent directors shall be held at the same time, and have positions allocated separately. If two or more candidates receive the same number of votes, they shall draw for the remaining seats available. The chairperson will draw on behalf of those who are absent during the meeting.

Article 5. Ballots shall be prepared by the Company with conference pass ID and the number of votes pre-printed on the ballot.

Article 6. If the candidate is a shareholder, voters will have to specify both the candidate's account number and name on each ballot; if the candidate is a government agency or corporate entity, the "candidate" field of the ballot shall be filled in with the name of the government agency or corporate entity, or names of the government agency/corporate entity and representative thereof. If the candidate is not a shareholder, voters will have to specify the name and ID card number of the candidate on each ballot. Domestic natural persons shall present original national ID card, whereas foreign natural persons shall present original passport, as proof of identity. Voters shall fill in their ballots using the unique identification numbers as printed on the identity proofs.

Article 7. Ballots are considered void in any of the following circumstances.

(I) Use of ballot that does not conform with the formats specified in this policy.
(II) Casting of blank ballot into the ballot box.

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(III) Illegible writing.

(IV) Where the candidate is a shareholder, any detail including candidate's name, account number, or allocated votes is omitted or altered, or that the name and account number specified do not match the shareholder registry.

Where the candidate is not a shareholder, any detail including candidate's name, ID number, or allocated votes is omitted or altered, or that the name and ID number specified do not match the original documents.

(V) Ballots that contain writings other than the candidate's name, shareholder account number or ID number, and allocated votes.

(VI) Ballots that specify more candidates than the number to be elected.

Article 8. Ballots are to be counted openly on-site after voting. The chairperson will announce the outcome of the vote.

Article 9. Any details that are not addressed in this policy shall be governed by the Company Act and relevant regulations.

Article 10. This Policy shall be implemented once approved in a shareholder meeting. The same applies to subsequent amendments.

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Appendix IV

Shareholding of All Directors

  1. The minimum numbers of shares required to be held by the entire bodies of directors :
Title The minimum numbers of shares The minimum numbers of shares ratio shareholding shareholding ratio
Directors 6,851,629 8% 13,036,930 15.22%

Note1: The book closure date : form April 18,2026 to June 16,2026
Note2 : As of April 18, 2026, the total shares issued consists of 85,645,361 common shares.
Note3 : According to Article 2, Paragraph 1, Subparagraph 2, and Paragraph 2 of the "Regulations Governing the Shareholding Percentage of Directors and Supervisors of Publicly Issued Companies and the Implementation of Audits". For companies with a paid-in capital exceeding NT$300 million but not exceeding NT$1 billion, the total shareholding of all directors holding registered shares shall not be less than 10%. If two or more independent directors are appointed, the shareholding percentage calculated by all directors and supervisors excluding independent directors shall be reduced to 80% according to the ratio specified in the preceding clause.

  1. The details shares held by the Directors.

April 18, 2026

Title Name shareholding shareholding ratio (%)
Chairman Edward Chu 1,618,411 1.89
Director Everlight Chemical Industrial Corporation Representative: Colline Chen 8,000,000 9.34
Director Charng Hui Ltd. Representative: Te-Fung Tsao 1,596,000 1.86
Director Tsai Ying Investment Co., Ltd. Representative: Dennis Ho 1,822,519 2.13
Independent Director Joseph C.P. Hsieh 0 0
Independent Director Po-Yong Chu 0 0
Independent Director Biing-Jye Lee 0 0
Independent Director Huei-Chu Huang 0 0
Total 13,036,930 15.22

Note 1: The Company has established an Audit Committee; therefore, the statutory shareholding requirements for Supervisors are not applicable.
Note 2: Littelfuse Europe GmbH, a corporate director, resigned on March 27, 2026.