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RECHI Proxy Solicitation & Information Statement 2026

May 12, 2026

52399_rns_2026-05-12_c0eb556f-2c08-4808-a77c-a2e23f8abb18.pdf

Proxy Solicitation & Information Statement

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RECHI PRECISION CO., LTD.

Meeting Handbook for 2026 Annual Meeting of Shareholders

創新驅動 營造未來

Time: 9:00 a.m. on June 12 (Friday), 2026.

Address: No. 943, Sec. 2, Chenggong Rd., Guanyin Dist., Taoyuan City

RECHI PRECISION


RECHI PRECISION CO., LTD.

Meeting Handbook for 2026 Annual Meeting of Shareholders

Table of Contents

I. Meeting procedure ... 2
II. Meeting Agendas ... 3
III. Company Reports ... 4
IV. Proposals ... 8
V. Election Matters ... 9
VI. Other Matters ... 11
VII. Questions and Motions ... 11
VIII. Meeting adjourned ... 11
IX. Attachment ... 12
Attachment I 2025 Business report ... 12
Attachment II Audit Committee’s Review Report ... 15
Attachment III Auditor’s Report ... 16
Attachment IV The 2025 Earnings Distribution Statement ... 36
Attachment V List of Directors and Independent Director Candidates concurrently Serving in Other Companies ... 37
X. Appendices ... 40
Appendix I Articles of Incorporation ... 40
Appendix II Rules of Procedure for Shareholders’ Meetings ... 46
Appendix III Regulations Governing Election of Directors ... 51
Appendix IV Director Shareholding Schedule ... 53

※In the event of any discrepancy in the content, the Chinese version shall prevail.


2

I. Meeting procedure

RECHI PRECISION CO., LTD.
Procedure for the 2026 Annual Meeting of Shareholders

I. Call the Meeting to Order
II. Chairperson's Remarks
III. Company Reports
IV. Proposals
V. Election Matters
VI. Other Matters
VII. Questions and Motions
VIII. Meeting adjourned


3

II. Meeting Agendas

RECHI PRECISION CO., LTD.

Agenda of the 2026 Annual Meeting of Shareholders

Time: 9:00 a.m. on June 12 (Friday), 2026.

Method for Convening: Physical Meeting

Address: No. 943, Sec. 2, Chenggong Rd., Guanyin Dist., Taoyuan City

I. Call the Meeting to Order

II. Chairperson’s Remarks

III. Company Reports

  1. The Company’s 2025 Business Report.
  2. Audit Report of the Company’s Audit Committee for Financial Statements for 2025.
  3. Report of the Company for distribution of remuneration to employees and directors for 2025.
  4. Report of the Company for distribution of cash dividends from earnings for 2025.
  5. Report of the Company for guarantees and endorsements for 2025.
  6. Report on the implementation of the repurchase of treasury stocks.
  7. Report on the amendment of the Company’s “Sustainable Development Best-Practice Principles”.

IV. Proposals

  1. The Company’s 2025 business report and financial statements.
  2. Proposal for the Company’s 2025 earnings distribution.

V. Election Matters

Proposal for re-election of all directors of the Company.

VI. Other Matters

Proposal for canceling the non-compete restrictions for new directors and their representatives.

VII. Questions and Motions

VIII. Meeting adjourned


III. Company Reports

  1. Proposal: The Company’s 2025 Business Report is submitted for joint review.
    Explanation: For the Company’s 2025 Business Report, please refer to Page 12 to 14.

  2. Proposal: The Audit Report of the Company’s Audit Committee for Financial Statements for 2025 is submitted for joint review.
    Explanation: Please refer to Page 15 for audit committee’s report on the Company’s 2025 closing statements.

  3. Proposal: The Report of the Company for distribution of remuneration to employees and directors for 2025 is submitted for joint review.
    Explanation: On March 9, 2026, the Board of Directors of the Company resolved to approve the proposed appropriation of directors' remuneration for 2025 in the amount of NTD 20,458,082; the proposed appropriation of employee remuneration for 2025 is NTD 70,921,351, of which the amount proposed for grassroots employees accounts for 19.4%; all of the above amounts are proposed to be distributed in cash.

  4. Proposal: The report of the Company for distribution of cash dividends from earnings for 2025 is submitted for joint review.
    Explanation: In accordance with the Articles of Incorporation, the distribution of cash dividends totaling NT$727,492,658 (NT$1.5 per share) was approved by the Board of Directors on March 9, 2026, and was paid on May 8, 2026.

  5. Proposal: The report for the Company’s guarantees and endorsements for 2025 is submitted for joint review.
    Explanation: The following information was shown in the report for the Company’s guarantees and endorsements as of December 31, 2025:
    (1) The Company’s guarantees and endorsements for subsidiaries (2025/12/31)
    Unit: NTD thousand

The party making the endorsement and/or guarantee The party receiving the endorsement and/or guarantee Company name The limit of endorsements and/or guarantees to a single business entity (Note 1) The highest balance of endorsements and/or guarantees in the current period The ending balance of endorsements and/or guarantees
RECHI PRECISION CO., LTD. Rechi Holdings Co., Ltd. NTD9,840,602 NTD97,350 (USD3,000) NTD89,610 (USD3,000)
Total NTD97,350 NTD89,610

Note 1: Limit amount of guarantee/endorsement for individual target is NTD9,840,602 thousand (net value) × 100% = NTD9,840,602 thousand.
Limit amount of guarantee/endorsement is NTD9,840,602 thousand (net value) × 150% = NTD14,760,903 thousand.

Note 2: Net value is the number audited by CPA in the third quarter of 2025.


(2) Subsidiaries' guarantees and endorsements for subsidiaries (2025/12/31)
Unit: NTD thousand

The party making the endorsement and/or guarantee The party receiving the endorsement and/or guarantee Company name The limit of endorsements and/or guarantees to a single business entity (Note 1) The highest balance of endorsements and/or guarantees in the current period The ending balance of endorsements and/or guarantees
Dyna Rechi Co., Ltd. Ablek Technology Co., Ltd. NTD559,104 NTD15,000 NTD0
Rechi Precision (Jiujiang) Electric Machinery Limited Dyna Rechi Jiujiang Co., Ltd. NTD3,228,776 (CNY753,558) NTD207,584 (CNY46,000) NTD121,394 (CNY28,000)
Rechi Precision (Jiujiang) Electric Machinery Limited Rechi Refrigeration Dongguan Co., Ltd. NTD3,228,776 (CNY753,558) NTD222,280 (CNY50,000) NTD214,235 (CNY50,000)
Total NTD444,864 NTD335,629

Note 1:
- Dyna RECHI Co., Ltd.: Limit amount of guarantee/endorsement for individual target is NTD1,118,208 thousand (net value) × 50% = NTD559,104 thousand
- Dyna RECHI Co., Ltd.: Limit amount of guarantee/endorsement is NTD1,118,208 thousand (net value) × 50% = NTD559,104 thousand.
- RECHI Precision (Jiujiang) Electric Machinery Limited: Limit amount of guarantee/endorsement for individual target is CNY753,558 thousand (net value) × 100% = CNY753,558 thousand
- RECHI Precision (Jiujiang) Electric Machinery Limited: Limit amount of guarantee/endorsement is CNY753,558 thousand (net value) × 150% = CNY1,130,337 thousand.

Note 2: Net value is the number audited by CPA in the third quarter of 2025.

(3) The total amount of endorsements and guarantees of the Company and its subsidiaries as a whole was NTD 425,239 thousand (2025/12/31). The total amount of endorsements and guarantees that the Company and its subsidiaries as a whole can provide shall not exceed 200% of the net value as shown in the Company's latest financial statements, mainly because when the subsidiaries of the Company obtain (apply for) credit lines from financial institutions, they need the endorsements and guarantees of the Company. When the Company's subsidiaries borrow funds in Mainland China, the banks require affiliates guarantees in order to acquire credit facilities. Therefore, the guarantees/endorsements by the Company are necessary and reasonable.

(4) Customs duty endorsement/guarantee

The Company provides a bank guarantee of NTD10,000,000 to the Customs Administration as customs duty endorsement/guarantee.

Dyna RECHI Co., Ltd. provides a bank guarantee of NTD500,000 to the Customs Administration as customs duty endorsement/guarantee.


  1. Proposal: Present the report on the buyback of treasury stock for review.

Explanation: The information in the report on the implementation of the eleventh treasury stock repurchase of the Company is as follows:

April 30, 2026

No. of repurchase 11th repurchase
Purpose To maintain the Company's credit and shareholders' equity and cancel shares
Planned period for the repurchase 2025/11/12~2026/01/11
Price range of planned repurchase NTD 15.85 – NTD 35.50
Types and number of shares to be repurchased Common shares/10,000 thousand shares
The upper limit of the total amount of the shares to be repurchased NTD 5,525,535,656
The percentage of shares to be repurchased to the total of shares issued by the company 1.9806%
Actual repurchase period 2025/11/12~2026/01/08
Types and number of shares actually repurchased Common shares/10,000 thousand shares
Actual repurchase amount NTD 240,158,587
Average price per share of share repurchase NTD 24.02
Accumulated number of shares held by the Company (shares) 19,900 thousand shares
Accumulated no. of shares held as a percentage to the total issued share (%) 3.94%
  1. Proposal: The amendment of the Company's "Sustainable Development Best-Practice Principles" is submitted for joint review.

Explanation: The mapping of the clauses of the "Sustainable Development Best-Practice Principles" before and after the amendment:

After amendment Existing clauses Explanation
Article 13 The Company shall establish a dedicated unit or assign dedicated personnel for drafting, promoting, and maintaining relevant environment management systems and concrete action plans, and should hold environment education courses for their managerial officers and other employees on an irregular basis. Article 13 The Company shall establish a dedicated unit or assign dedicated personnel for drafting, promoting, and maintaining relevant environment management systems and concrete action plans, and should hold environment education courses for their managerial officers and other employees on a periodic basis. Provisions amended in accordance with the current conditions.
Article 14 The Company shall take into account the effect of business operations on ecological efficiency, promote and advocate the concept of sustainable consumption, and conduct research and development, procurement, production, operations, and services in accordance with the Article 14 The Company shall take into account the effect of business operations on ecological efficiency, promote and advocate the concept of sustainable consumption, and conduct research and development, procurement, production, operations, and services in accordance with the Provisions amended in accordance with TWSE Governance Letter No. 11400161181.

| following principles to reduce the impact on the natural environment and human beings from their business operations:
1. Reduce resource and energy consumption of their products and services.
2. Reduce emission of pollutants, toxins and waste, and dispose of waste properly.
3. Improve recyclability and reusability of raw materials or products.
4. Maximize the sustainability of renewable resources.
5. Enhance the durability of products.
6. Improve efficiency of products and services.
7. Enhance the conservation of marine and terrestrial biodiversity and ecosystems, promote the sustainable use of resources, and ensure fair and equitable benefits. | following principles to reduce the impact on the natural environment and human beings from their business operations:
1. Reduce resource and energy consumption of their products and services.
2. Reduce emission of pollutants, toxins and waste, and dispose of waste properly.
3. Improve recyclability and reusability of raw materials or products.
4. Maximize the sustainability of renewable resources.
5. Enhance the durability of products.
6. Improve efficiency of products and services. | |
| --- | --- | --- |
| Article 18 The Company should create an environment conducive to the development of its employees' careers and establish effective training programs to foster career skills. The Company should establish placement programs to cultivate future industry talents. And implement reasonable employee welfare measures (including remuneration, leave and other welfare etc.) and appropriately reflect the business performance or achievements in the employee remuneration, to ensure the recruitment, retention, and motivation of human resources, and achieve the objective of sustainable operations. | Article 18 The Company should establish and implement reasonable employee welfare measures (including remuneration, leave and other welfare etc.) and appropriately reflect the business performance or achievements in the employee remuneration, to ensure the recruitment, retention, and motivation of human resources, and achieve the objective of sustainable operations. | Provisions amended in accordance with TWSE Governance Letter No. 11400161181. |

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IV. Proposals

  1. Proposal: The Company’s 2025 business report and financial statements are submitted for recognition. (Proposed by the Board)

Explanation: The Company’s 2025 business report, parent company only and consolidated financial statements are prepared, approved by the Board of Directors and submitted to and reviewed by the audit committee. For parent company only and consolidated financial statements, CPAs Chang, Ching-Hsia and Cheng, Chin Tsung from Deloitte and Touche performed audit and issued the CPA’s audit report, which is submitted for recognition. (Please refer to Pages 12-14 and Pages 16-35)

Resolutions:

  1. Proposal: The Company’s earnings distribution proposal for the year of 2025 is submitted for recognition. (Proposed by the Board)

Explanation: In accordance with laws and regulations and the Company's Articles of Incorporation, the Company prepared the earnings distribution statement for 2025, which was approved by the Board of Directors and audited by the audit committee, and submits it for recognition. (Please refer to Page 36)

Resolutions:


V. Election Matters

Proposal: Proposal for re-election of all directors of the Company (Proposed by the Board)

Explanation:

  1. The term of office of the Company's 14th Board of Directors will expire on June 14, 2026. A re-election is proposed to be conducted at the 2026 shareholders' meeting. To align with the re-election date at the annual shareholders' meeting, the incumbent directors shall be discharged after the shareholders' meeting on the date of re-election.

  2. A total of 9 directors (including 3 independent directors) shall be elected at this annual shareholders' meeting. The newly elected directors shall assume office immediately after the shareholders' meeting at which they are elected, for a term of three years from June 12, 2026 to June 11, 2029.

  3. The Company adopts a candidate nomination system for directors, and shareholders shall elect directors and independent directors from the list of candidates.

  4. List of director (independent director) candidates:

Serial number Title Name of candidate Number of shares held Education Experience Current position
1 Director Representative of SAMPO CORPORATION: CHEN, SHENG TIEN 143,180,160 Civil Engineering, Utah State University Chairman of RECHI PRECISION CO., LTD. SAMPO CORPORATION Chairman
2 Director Representative of SAMPO CORPORATION: YANG, CHENG MING Bachelor’s in Engineering Science, National Cheng Kung University Chairman of Xinbao Enterprise (Tianjin) Co., Ltd. 1. Advisor to SAMPO CORPORATION
2. Chairman of Dyna Rechi Co., Ltd.
3 Director Representative of SAMPO CORPORATION: FENG, MING FA Doctoral Degree, Virginia Polytechnic Institute and State University Vice President of RECHI PRECISION CO., LTD. President of RECHI PRECISION CO., LTD.
4 Director Representative of China Steel Corporation: LIU, HUNG YI 23,002,022 PhD, Department of Materials Science and Engineering, National Cheng Kung University Assistant Vice President of Technology Division of China Steel Corporation Vice President of Technology Division of China Steel Corporation
5 Director Representative of Sharp Corporation: AKIHISA MASUO 22,771,289 Department of Electrical Engineering, Osaka Prefectural Higashisumiyoshi Technical High School Representative Director and President of SHARP APPLIANCES (THAILAND) LIMITED General Manager, Air Conditioning Business Department, SAS Business Headquarters, SHARP CORPORATION
6 Director Representative of Chumpower Machinery Corp.: CHEN, SHENG CHUAN 6,147,762 Master’s, Electrical Engineering, University of Cincinnati SAMPO CORPORATION Chairman SAMPO CORPORATION Vice chairman
7 Independent director CHEN, SHENG WANG 0 Master’s, In-service Master President of SHARP Taiwan None

9


Program in Economics, National Taiwan University
8 Independent director HUANG, BAO HUEI 0 Doctor of Business Administration, College of Management, National Taiwan University Director of Want Want Broadband 1. Chairman of Medbio biotechnology international Corporation LTD.
2. Chairman of Midea Co., Ltd.
3. Director of Chinese Television System Corporation
4. Director of Tatung Company
5. Chairman of Shouxi Policy Public Relations and Marketing Co., Ltd
6. Chairman of Richest Power Investment Ltd.
7. Independent director of Locus Cell Co., Ltd.
8. Independent director of Vigor Kobo Company Limited
9 Independent director CHEN, ALAN C 0 Doctor of Education, University of Pennsylvania Executive Director, Wharton School
Senior Director of Business Development, Wharton School Assistant Dean, Cheung Kong Graduate School of Business

Election results:


VI. Other Matters

Proposal: Canceling the non-compete restriction for new directors and their representatives.
(Proposed by the Board)

Explanation:
1. Pursuant to Article 209 of the Company Act: "A director who does any act for himself or on behalf of another person that is within the scope of the Company's business shall explain the material content of such act to the shareholders' meeting and obtain its approval," it is proposed to request the shareholders' meeting to release the newly elected directors and their representatives from the non-competition restrictions in this election.
2. As the election of directors (including independent directors) of the Company adopts a candidate nomination system, the list of directors proposed to be released from non-competition restrictions is provided. (Please refer to pages 37–39.)
3. Submitted for review.

Resolutions:

VII. Questions and Motions

VIII. Meeting adjourned


IX. Attachment

Attachment I

RECHI PRECISION CO., LTD.
2025 Business report

Dear Shareholders,

In 2025, the global political and economic landscape changed rapidly. Affected by the United States' reciprocal tariff policy and geopolitical risks in various countries, global trade protectionism intensified, and global enterprises accelerated the reorganization of supply chains and regional deployment.

According to comprehensive reports and the Company's statistical analysis, China's air conditioner industry sales volume in 2025 was 198 million units, a year-on-year decrease of 1.2%, of which exports decreased by 3.4%, while the domestic sales market increased by 0.7% year on year; sales volume of the rotary compressor industry reached 289 million units, a year-on-year decrease of 2.8%. The air conditioner and compressor markets entered a cyclical correction after a high-base period.

The company achieved the 2025 annual compressor sales of 21.98 million units, a year-on-year increase of 3.5%, and the consolidated revenue of NTD20.27 billion showed a year-on-year decrease of 5.76%.

I. Review of business operation results in 2025:

  1. Profitability:

Consolidated Financial Statements
Unit: NTD thousand

Items 2025 2024 Increase (decrease) in amount Growth rate %
Operating revenue – net 20,278,770 21,517,109 (1,238,339) -5.76%
Operating costs 16,900,184 18,131,326 (1,231,142) -6.79%
Operating gross margins 3,378,586 3,385,783 (7,197) -0.21%
Net operating income 1,368,302 1,278,357 89,945 7.04%
Consolidated profit before tax 1,523,850 1,545,572 (21,722) -1.41%
Consolidated net income 1,103,247 1,073,527 29,720 2.77%
Net income attributable to the company 1,015,991 1,007,539 8,452 0.84%
  1. Research & Development:

Completion of key projects is as follows:

  • Development of 1~3TON Unitary compressor.
  • Development of 18K fixed-frequency high-efficiency models for the Middle East.
  • Iterative development of inverter 1HP pumps.
  • Research and development of high-efficiency inverter dryer models.
  • Iterative development of new pump bodies for dehumidifiers for North America.

  • Sales:


  • Full-year compressor sales volume increased by 3.5% year on year, mainly due to enhanced competitiveness of inverter models, whose sales volume increased by 26.5% year on year
  • Benefiting from breakthroughs in inverter products, procurement CD, and production optimization, the overall gross margin of compressors grew steadily.

II. Summary of Business Plan for 2026:

Looking ahead to 2026, environmental factors affecting the Company’s operations are summarized as follows:

1. Global economic environment

  • In January 2026, the IMF estimated that the global economy would maintain moderate growth of 3.3% as inflation cooled.
  • U.S. trade policy and external risks

The United States is promoting a reciprocal tariff policy and continuing its trade protectionist stance, increasing uncertainty in the global trade environment and accelerating enterprises' strategic adjustments toward diversification of production locations and regional deployment.

  • China market and involution trend

China's economic growth rate in 2026 is estimated at 4.5%, down 0.5% from 2025. Although benefiting from a complete supply chain and export support, the momentum of domestic demand recovery remains insufficient. Coupled with continued capacity investment, this has intensified price competition and sustained the trend of industry involution, placing pressure on overall economic growth.

2. Industry status

  • Clear long-term growth momentum for the industry

Driven by factors such as continuously rising global temperatures, increased consumer demand for comfort products, continued policy promotion of energy conservation and carbon reduction by various countries, and increased consumer awareness of energy conservation, demand for air conditioners has a foundation for long-term growth. In particular, air conditioner penetration rates in emerging markets (Latin America, India, and Africa) generally remain below 20%, leaving substantial room for increased market penetration and a clear medium- to long-term growth outlook for the industry.

  • Intensified competition among competing brands

In recent years, China's first- and second-tier brands have developed rapidly and, leveraging their advantages in cost, scale, and completeness of product lines, have actively expanded into overseas markets, significantly eroding the market share of existing international brands and existing customers, while price competition pressure in the industry continues to increase.

  • Accelerated transformation of China's supply model

China remains a major global producer of air conditioners and compressors. In response to the tariffs and geopolitical uncertainties, the industry supply chain model is gradually shifting from "product exports" to a trend of "localized overseas supply." Some customers have also established joint ventures with competitors to develop localized compressor production capacity in order to strengthen supply stability and cost control. According to Goldman Sachs' estimates, overseas production capacity of Chinese brands will increase by approximately 40% by 2027, which will further intensify competition in the global market.

  • Trend of bulk materials

Copper:

Driven by demand from electric vehicles, AI infrastructure, and power grid construction, copper prices have continued to rise in recent years. In 2025, the cumulative increase was approximately 37%, and LME copper futures once reached a record high of USD11,952/ton. Citi estimates that the average price in Q2 2026 could reach


USD 13,000/ton.

Steel:
The World Steel Association (worldsteel) forecasts that global steel demand will recover slightly by 1.3% in 2026, with the focus of demand continuing to shift from China to India. Affected by structural adjustments in the real estate sector, demand in China remains weak and has exacerbated excess capacity spillover; in India, demand continues to grow, driven by infrastructure investment.

Rare earth:
The rare earth market has shifted from a commodity attribute to a strategic attribute. In addition to supply and demand, prices are more affected by geopolitics, technological competition, and policies. Supported by demand for electric vehicles, AI, and robots, prices are expected to rise moderately in 2026, but short-term volatility risks have increased.

In the face of continued high uncertainty in the global economy, Rechi will continue to strengthen market sensitivity and the speed of decision-making response, and dynamically adjust its operational deployment to ensure the achievement of business objectives and enhance long-term competitiveness. On this basis, the Group's 2026 strategic objectives and operating guidelines are set out as follows:

  1. The target of sales volume of compressors in the whole year is 24.5 million units or more.
  2. Deepen strategic alliance relationships across upstream and downstream, cultivate core customers and strategic partners, and enhance satisfaction and trust.
  3. Increase research and development expenditure, develop high-efficiency inverter products, expand product areas, and improve research and development efficiency.
  4. Promote lean production through horizontal deployment and comprehensively improve customer satisfaction with quality, delivery, and cost.
  5. Build a global operations talent pool and establish key succession pipelines and recruitment, development, and retention mechanisms.
  6. Improve operational efficiency, refine processes, and make good use of AI technology.
  7. Strengthen governance and risk control of investee companies, improve capital utilization efficiency and foreign exchange hedging control, and ensure the Group's steady development.
  8. Continue to promote ESG sustainable development and fulfill corporate social responsibility.

We would like to thank all shareholders, government agencies, customers, suppliers, banking groups, and partners for their trust and support, which have laid the foundation for our success today. Looking ahead to 2026, the Company will continue to strengthen its competitiveness and multinational operating capabilities, continue benchmarking against industry leaders, go all out in approaching the market and securing orders, and improve revenue and profitability. On the basis of stable growth in its core business, it will strategically seek opportunities and pathways to enter the technology industry and continue to maximize corporate value.

Chairman: CHEN, SHENG TIEN
President: FENG, MING FA
Accounting Manager: WU, CHIN MEI


Attachment II

RECHI PRECISION CO., LTD.

Audit Committee’s Review Report

Approved

The board of directors prepared the Company’s 2025 financial statements, earnings distribution proposal, and business report that were audited by Deloitte Taiwan and reviewed by the Audit Committee without any discrepancy identified; therefore, the report is provided pursuant to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.

Yours sincerely,

2026 General Shareholders’ Meeting

RECHI PRECISION CO., LTD.

Convener of the Auditing Committee: SU, CHING YANG

April 27, 2026

15


16

Attachment III

Auditor’s Report

To RECHI PRECISION CO., LTD.:

Audit opinions

We have audited the accompanying consolidated balance sheet of RECHI PRECISION CO., LTD. and subsidiaries as of December 31, 2025 and 2024, and the related consolidated statement of income, consolidated statement of changes in shareholders equity, consolidated statement of cash flows, and Note of the consolidated financial statements (including major accounting policy) for the years then ended.

In my opinion, the financial statements as referred to present fairly, in all material aspects the financial position of RECHI PRECISION CO., LTD. as of December 31, 2025 and 2024, and the results of its operations and cash flows for the years then ended in conformity with the Regulation Governing the Preparation of Financial Reports by Securities Issuers, and applicable IFRS, IAS, SIC, and IFRIC as recognized by the Financial Supervisory Commission.

The basis for opinions

We are engaged to conduct our audit in accordance with the Regulations Governing Auditing and Attestation of Financial statements by Certified Public Accountants and auditing standards. Our responsibilities under those standards are further described in the responsibilities of auditors for the audit of the consolidated financial statements. We are independent of RECHI Group in accordance with the Code of Ethics for certified public accountants in the part relevant to the audit of the consolidated financial statements of RECHI Group, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believed that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matter

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of RECHI Group in 2025. These matters were addressed in the content of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on those matters.


The key audit matters of the 2025 consolidated financial statements of RECHI PRECISION CO., LTD (RECHI Group) and its subsidiaries are described as follows:

The basis for recognition of the revenue on export sales

RECHI Group is mainly engaged in the business focused on the manufacturing and selling of refrigerant compressors, by exporting and importing the product, our market covers a wide range of areas globally, therefore, the terms and conditions apply to different clients might also vary.

The sales revenue from exported goods sold was recognized by the Group when transaction conditions were fulfilled in accordance with that applied to different clients as predetermined and the control over the goods sold was transferred to the buyers. The relatively longer transportation period needed for part of export transactions and the terms and conditions apply to specific clients required human judgment in the process of revenue recognition, which might result in an incorrect time record of sales revenue, thus we have made the timing of recognizing sales revenue from exported goods with specific transaction conditions as one of the most important audit matters of the year.

The main audit procedures that we have implemented for the above timing of sales revenue recognition are as follows:

  1. Understand and evaluate the procedures for the timing of sales revenue recognition plus the policy for internal control, and test the effectiveness of such controls.
  2. Terminate the above test on the sales transactions with specific clients within a certain period before and after the balance sheet date, which includes verification of transaction conditions of the specific transaction, papers like import/export declarations, and inquiry of shipping schedule, in order to be sure if revenue recognition was recorded with a proper period.
  3. Obtain the shipment details of the manual operation summary for a specific period for inspection, and check the relevant vouchers randomly to confirm whether the adjustment of the time point of revenue recognition is correct.

Other information

The Company has also prepared the parent company only financial statements for the years ended December 31, 2025 and 2024, for which we have issued an unqualified opinion.

Responsibilities of Management and Those in Charge with Governance of the Sale or Contribution of Assets between an Investor and its Associate or Joint Venture

The responsibility of management is to prepare fairly presented consolidated financial statements in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reports Standards, International Accounting Standards interpretations, and announcements of interpretations recognized and published by the Financial Supervisory Commission and maintain necessary internal control related to the preparation of consolidation of financial statements in order to ensure the material misstatement caused by fraud or error does not exist in the consolidated financial statements.

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In preparing the consolidated financial statements, the management is responsible for assessing the ability of the Group in continuing as a going concern, disclosing relevant matters, and adopting the going concern basis of accounting unless the management intends to liquidate the Group or cease the operations without other viable alternatives.

The governing body of the Group (including the Audit Committee) are responsible for supervising the financial reporting process.

Auditor’s Responsibilities for the Audit of the Sale or Contribution of Assets between an Investor and its Associate or Joint Venture

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 and auditor’s report. Reasonable assurance is a high level of assurance, but is not a guarantee that and audit conducted in accordance with the accounting principles of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error. If fraud or errors are considered material, 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 accounting principles of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also perform the following works:

  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 risks, and obtain evidence that is sufficient and appropriate to provide a basis of our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal control.

  2. Understand the internal control related to the audit in order to design appropriate audit procedures under the circumstances, while not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.

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

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

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  1. Evaluate the overall presentation, structure, and content of the consolidated statements, including related notes, whether the consolidated statements represent the underlying transactions and events in a matter that achieves fair presentation.

  2. Obtain sufficient and appropriate audit evidence on the financial information of business entities within the Group in order to express an opinion on the consolidated financial statements. We are responsible for guiding, supervising, and performing the audit and forming an audit opinion on the Group.

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

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

From the matters communicated with the governing body, we determined the key audit matters for the audit of the Group's consolidated financial statements for the year ended December 31, 2025. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communications.

Deloitte & Touche
CPA CHANG, CHING HSIA
CPA CHENG, CHIN TSUNG

Financial Supervisory Commission Approval Document No.
Chin-Kuan-Cheng-Shen-Zi No. 1090347472

Financial Supervisory Commission Approval Document No.
Chin-Kuan-Cheng-Shen-Zi No. 1010028123

March 13, 2026


RECHI PRECISION CO., LTD. and its subsidiaries

Consolidated Balance Sheet

December 31, 2025 and 2024

Unit: NTD thousand

Code Assets December 31, 2025 December 31, 2024
Amount % Amount %
Current assets
1100 Cash and cash equivalents (Notes 4 & 6) $ 4,201,413 15 $ 5,839,139 20
1110 Financial assets at fair value through profit or loss (Notes 4 & 7) 1,609,844 6 1,826,786 6
1136 Financial assets at amortised cost – current (Notes 4, 8, & 29) 4,293,159 15 3,815,447 13
1150 Notes receivable – non-related parties (Notes 4, 9 & 29) 4,616,879 16 3,104,750 10
1170 Accounts receivable – non-related parties (Notes 4 & 9) 3,580,543 13 4,293,538 14
1180 Accounts receivable – related parties (Notes 4 & 28) 420 - 1,697 -
1200 Other receivables 124,972 - 152,212 1
1210 Other receivables – related parties (Note 28) 813 - 779 -
130X Inventories (Notes 4 & 10) 2,497,003 9 3,292,966 11
1220 Income tax assets (Notes 4 & 22) 42,500 - 42,500 -
1410 Prepayments (Note 15) 586,259 2 795,224 3
1470 Other current assets 28,978 - 25,223 -
11XX Total current assets 21,582,783 76 23,190,261 78
Non-Current assets
1550 Investment accounted for using equity method (Notes 4 & 12) 289,178 1 195,296 1
1600 Property, plant and equipment (Notes 4, 13 & 29) 5,303,799 19 5,305,175 18
1755 Right-of-use assets (Notes 4 & 14) 132,523 1 136,412 -
1821 Other intangible assets (Note 4) 72,909 - 66,748 -
1840 Deferred income tax assets (Notes 4 & 22) 525,063 2 554,329 2
1990 Other non-current assets (Note 15) 413,284 1 445,634 1
15XX Total non-current assets 6,736,756 24 6,703,594 22
1XXX Total assets $ 28,319,539 100 $ 29,893,855 100
Code Liabilities and equity
Current liabilities
2100 Short-term borrowings (Notes 16 & 29) $ 4,188,487 15 $ 2,750,000 9
2110 Short-term notes payable (Note 16) 798,732 3 479,056 2
2150 Notes payable – non-related party 5,299,315 19 6,632,535 22
2170 Accounts payable – non-related parties 2,635,808 9 3,383,344 11
2180 Accounts payable – related parties (Note 28) - - 516 -
2200 Other payables (Notes 17 & 28) 946,486 3 978,251 3
2230 Income tax liability (Notes 4 & 22) 614,038 2 743,608 3
2250 Provisions – Current (Note 4) 176,609 1 187,158 1
2280 Lease liabilities – current (Notes 4 & 14) 1,809 - 837 -
2320 Long-term liabilities, current portion (Notes 16 & 29) 86,829 - 86,829 -
2365 Refund liabilities – current (Note 20) 829,965 3 1,257,502 4
2399 Other current liabilities (Note 28) 248,736 1 143,394 1
21XX Total of current liabilities 15,826,814 56 16,643,030 56
Non-current liabilities
2541 Long-term borrowings (Notes 16 & 29) 60,483 - 647,312 2
2570 Deferred tax liabilities (Notes 4 & 22) 1,012,778 4 917,923 3
2580 Lease liabilities – non-current (Notes 4 & 14) 3,085 - 871 -
2640 Net defined benefit liabilities (Notes 4 & 18) 21,309 - 35,991 -
2670 Other non-current liabilities 26,254 - 27,330 -
25XX Total non-current liability 1,123,909 4 1,629,427 5
2XXX Total liabilities 16,950,723 60 18,272,457 61
Equity attributable to the company's shareholders (Note 19)
3110 Common shares 5,048,951 18 5,049,151 17
3200 Capital surplus 1,367,666 5 1,367,729 5
Retained earnings
3310 Legal reserve 1,332,787 5 1,231,756 4
3320 Special reserve 556,385 2 1,097,408 4
3350 Unappropriated retained earnings 3,299,666 11 2,576,593 8
3300 Total retained earnings 5,188,838 18 4,905,757 16
3400 Other equity ( 785,064 ) ( 3 ) ( 556,385 ) ( 2 )
3500 Treasury shares ( 451,631 ) ( 1 ) ( 93,573 ) -
31XX Total equity of the company 10,368,760 37 10,672,679 36
36XX Non-controlling interests (Notes 11 & 19) 1,000,056 3 948,719 3
3XXX Total equity 11,368,816 40 11,621,398 39
Total Liabilities and Equity $ 28,319,539 100 $ 29,893,855 100

The notes attached shall constitute an integral part of this Consolidated financial statement.

Chairman: CHEN, SHENG TIEN

Manager: FENG, MING FA

Accounting Manager: WU, CHIN MEI


RECHI PRECISION CO., LTD. and its subsidiaries
Consolidated Statements of Comprehensive Income
For the Years Ended December 31, 2025 and 2024
Unit: NTD thousand, except Earnings Per Share (NTD)

Code 2025 2024
Amount % Amount %
4100 Sales revenue (Notes 4, 20 & 28) $ 20,278,770 100 $ 21,517,109 100
5000 Operating cost (Notes 10, 21 & 28) ( 16,900,184 ) ( 84 ) ( 18,131,326 ) ( 84 )
5900 Operating gross margins 3,378,586 16 3,385,783 16
Operating expenses (Notes 21 & 28)
6100 Marketing expenses ( 529,924 ) ( 3 ) ( 592,892 ) ( 3 )
6200 Administrative expenses ( 745,763 ) ( 4 ) ( 782,580 ) ( 4 )
6300 Research and development expenses ( 725,591 ) ( 3 ) ( 717,465 ) ( 3 )
6450 Expected credit impairment loss (Note 9) ( 9,006 ) - ( 14,489 ) -
6000 Total operating expenses ( 2,010,284 ) ( 10 ) ( 2,107,426 ) ( 10 )
6900 Net operating income 1,368,302 6 1,278,357 6
Non-operating income and expense (Note 21)
7100 Interest income 117,142 1 130,407 1
7010 Other income 123,447 1 98,189 -
7020 Other gains and losses 51,235 - 144,662 1
7050 Finance costs ( 128,338 ) ( 1 ) ( 100,573 ) ( 1 )
7060 The share of profit/loss on associates accounted for using the equity method (Note 12) ( 7,938 ) - ( 5,470 ) -
7000 Total non-operating income and expenses 155,548 1 267,215 1
7900 Net profit before taxation 1,523,850 7 1,545,572 7
7950 Income tax expenses (Notes 4 & 22) ( 420,603 ) ( 2 ) ( 472,045 ) ( 2 )
8200 Net profits of the current year 1,103,247 5 1,073,527 5

(Continued on next page)


(Continued from previous page)

Code 2025 2024
Amount % Amount %
Other comprehensive income
8310 Components of other comprehensive income that will be reclassified to profit or loss:
8311 Determined Benefit Plan Reevaluation (Notes 4 & 18) $ 12,323 - $ 3,474 -
8316 Unrealized gains (losses) on investments in equity instruments at fair value through other comprehensive income or loss (Note 19) - - ( 8,156 ) -
8349 Income tax related to titles not subject to reclassification (Note 22) ( 2,464 ) - ( 695 ) -
9,859 - ( 5,377 ) -
8360 Components of other comprehensive income that will be reclassified to profit or loss:
8361 Exchange differences from the translation of financial statements of foreign operations (Notes 4 & 19) ( 303,841 ) ( 1 ) 713,477 3
8399 Income tax related to items that may be reclassified (Notes 19 & 22) 57,368 - ( 134,324 ) -
( 246,473 ) ( 1 ) 579,153 3
8300 Other comprehensive income of the current year (net amount after taxation) ( 236,614 ) ( 1 ) 573,776 3
8500 Total amount of comprehensive income of the current year $ 866,633 4 $ 1,647,303 8
Profit attributable to:
8610 The company's shareholders $ 1,015,991 5 $ 1,007,539 5
8620 Non-controlling interests 87,256 - 65,988 -
8600 $ 1,103,247 5 $ 1,073,527 5
Total comprehensive income attributable to:
8710 The company's shareholders $ 797,171 4 $ 1,521,375 7
8720 Non-controlling interests 69,462 - 125,928 1
8700 $ 866,633 4 $ 1,647,303 8
Earnings per share (Note 23)
Business units in continuing operation
9710 Basic $ 2.05 $ 2.02
9810 Diluted $ 2.04 $ 2.00

The notes attached shall constitute an integral part of this Consolidated financial statement.

Chairman: CHEN, SHENG TIEN Manager: FENG, MING FA Accounting Manager: WU, CHIN MEI


RECHI PRECISION CO., LTD. and its subsidiaries

Consolidated Statements of Changes in Equity

For the Years Ended December 31, 2025 and 2024

Unit: NTD thousand

Code Balance as of January 1, 2024 Equity attributable to the company's shareholders
Share capital Capital surplus Retained earnings Other equity Treasury shares Total Non-controlling interests Total equity
Shares (in thousand shares) Amount Legal reserve Special reserve Unappropriated retained earnings Exchange differences from the translation of financial statements of foreign operations Unrealized gain or loss on financial assets at fair value through other comprehensive income
A1 Balance as of January 1, 2024 504,915 $ 5,049,151 $ 1,355,324 $ 1,156,333 $ 928,988 $ 2,340,079 ($ 1,025,598) ($ 71,810) ($ 93,573) $ 9,638,894 $ 1,162,197 $ 10,801,091
Dividend allocation and distribution for 2023
B1 Legal reserve - - - 75,423 - ( 75,423) - - - - - -
B3 Special reserve - - - - 168,420 ( 168,420) - - - - - -
B5 Cash dividend to the Company's shareholders - - - - - ( 499,995) - - - ( 499,995) - ( 499,995)
O1 Cash dividend to the subsidiary - - - - - - - - - - ( 14,752) ( 14,752)
M5 Difference between consideration and carrying amount of subsidiaries acquired or disposed - - 12,405 - - - - - - 12,405 ( 324,654) ( 312,249)
D1 Net profits of the 2024 - - - - - 1,007,539 - - - 1,007,539 65,988 1,073,527
D3 Other comprehensive net income in 2024 - - - - - 2,779 519,213 ( 8,156) - 513,836 59,940 573,776
D5 Total profit and loss in 2024 - - - - - 1,010,318 519,213 ( 8,156) - 1,521,375 125,928 1,647,303
Q1 Disposal of equity instrument investments measured at fair value through other comprehensive income - - - - - ( 29,966) - 29,966 - - - -
Z1 Balance as of December 31, 2024 504,915 5,049,151 1,367,729 1,231,756 1,097,408 2,576,593 ( 506,385) ( 50,000) ( 93,573) 10,672,679 948,719 11,621,398
Dividend allocation and distribution for 2024
B1 Legal reserve - - - 101,031 - ( 101,031) - - - - - -
B3 Special reserve - - - - ( 541,023) 541,023 - - - - - -
B5 Cash dividend to the Company's shareholders - - - - - ( 742,725) - - - ( 742,725) - ( 742,725)
L1 Purchase of treasury shares - - - - - - - - ( 358,365) ( 358,365) - ( 358,365)
L3 Retirement of treasury shares ( 20) ( 200) ( 63) - - ( 44) - - 307 - - -
O1 Cash dividend to the subsidiary's shareholders - - - - - - - - - - ( 18,125) ( 18,125)
D1 Net profits of the 2025 - - - - - 1,015,991 - - - 1,015,991 87,256 1,103,247
D3 Other comprehensive net income in 2025 - - - - - 9,859 ( 228,679) - - ( 218,820) ( 17,794) ( 236,614)
D5 Total profit and loss in 2025 - - - - - 1,025,850 ( 228,679) - - 797,171 69,462 866,633
Z1 Balance as of December 31, 2025 504,895 $ 5,048,951 $ 1,367,666 $ 1,332,787 $ 556,385 $ 3,299,666 ($ 735,064) ($ 50,000) ($ 451,631) $ 10,368,760 $ 1,000,056 $ 11,368,816

The notes attached shall constitute an integral part of this Consolidated financial statement.

Chairman: CHEN, SHENG TIEN

Manager: FENG, MING FA

Accounting Manager: WU, CHIN MEI


RECHI PRECISION CO., LTD. and its subsidiaries
Consolidated Statements of Cash Flows
For the Years Ended December 31, 2025 and 2024
Unit: NTD thousand

Code Cash flow from operating activities 2025 2024
A10000 Current year net profit before taxation $ 1,523,850 $ 1,545,572
A20010 Profits and loss
A20100 Depreciation expenses 800,577 793,052
A20200 Amortization expenses 24,916 14,674
A20300 Expected credit impairment loss 9,006 14,489
A20400 Net gains on financial assets at fair value through profit or loss ( 84,016 ) ( 70,726 )
A20900 Interest expenses 126,264 94,852
A21200 Interest income ( 117,142 ) ( 130,407 )
A22300 The shares of profit and/or loss at equity method over the associates 7,938 5,470
A22500 Net loss from the disposal and obsolescence of property, plant, equipment and right-of-use assets 5,475 35,134
A24100 Unrealized foreign currency exchange gain ( 11,870 ) ( 80,283 )
A29900 Gains on lease modification - ( 905 )
A30000 Net change in operating assets and liabilities
A31115 Financial assets mandatorily measured at fair value through profit or loss 261,420 ( 339,087 )
A31130 Notes receivable ( 1,525,244 ) 1,569,753
A31150 Accounts receivable 672,106 ( 729,030 )
A31160 Accounts receivable – related parties 1,277 ( 505 )
A31180 Other receivables 17,990 ( 17,886 )
A31200 Inventories 726,849 ( 1,629,916 )
A31230 Prepayments 208,965 ( 87,433 )
A31240 Other current assets ( 3,755 ) 1,767
A32125 Refund liability – current ( 418,611 ) 531,287
A32130 Notes payable ( 1,174,662 ) 1,405,413
A32140 Notes payable – related party - ( 1,724 )
A32150 Accounts payable ( 667,950 ) 978,708
A32160 Accounts payable – related parties ( 516 ) ( 3,214 )
A32180 Other payables ( 24,875 ) 223,358
A32200 Provisions ( 10,549 ) 60,304
A32230 Other current liabilities 105,342 93,737
A32240 Net defined benefit liability ( 2,359 ) ( 530 )
A33000 Cash inflow from operating activities 450,426 4,275,924

(Continued on next page)

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(Continued from previous page)

Code 2025 2024
A33100 Interest received $ 126,560 $ 118,661
A33300 Interest payment ( 121,220 ) ( 93,372 )
A33500 Income tax payment ( 365,430 ) ( 231,322 )
AAAA Net cash inflow from operating activities 90,336 4,069,891
Cash flow from investing activities
B00020 Proceeds from disposal of financial assets at fair value through other comprehensive income - 34
B00040 Acquisition of financial assets at amortised cost ( 583,452 ) ( 1,034,268 )
B00050 Proceeds from disposal of financial assets at amortised cost 43,645 135,613
B01800 Acquisition of investments accounted for using equity method ( 102,773 ) ( 25,047 )
B02700 Purchase of property, plant and equipment ( 641,313 ) ( 410,629 )
B02800 Proceeds from disposal of property, plant and equipment 6,163 29,219
B04500 Purchase of intangible assets ( 31,870 ) ( 27,341 )
B06700 Increase in other non-current assets ( 273,801 ) ( 384,737 )
B09900 Acquisition of government subsidies 34,467 -
BBBB Net cash outflow from investing activities ( 1,548,934 ) ( 1,717,156 )
Cash flow from financing activities
C00100 Increase in short-term borrowings 1,424,039 2,180,000
C00500 Increase in short-term notes payable 319,676 79,852
C01600 Proceeds from long-term borrowings - 500,000
C01700 Repayments of long-term borrowings ( 586,829 ) ( 2,066,830 )
C01900 Decrease in long-term notes payable - ( 350,000 )
C03100 Decrease in guarantee deposits received ( 177 ) ( 4,028 )
C04020 Payments of lease liabilities ( 1,701 ) ( 7,676 )
C04500 Cash dividends paid ( 742,725 ) ( 499,995 )
C04900 Payments to acquire treasury shares ( 358,365 ) -
C05400 Acquisition of equity of subsidiaries - ( 312,249 )
C05800 Cash dividends paid to non-controlling interests ( 18,125 ) ( 14,752 )
CCCC Net cash inflow (outflow) from financing activities 35,793 ( 495,678 )
DDDD Impact of changes in exchange rate on cash and cash equivalents ( 214,921 ) 249,333
EEEE Net increase (decrease) in cash and cash equivalents ( 1,637,726 ) 2,106,390
E00100 Cash and cash equivalents balance – beginning of year 5,839,139 3,732,749
E00200 Cash and cash equivalents balance – end of year $ 4,201,413 $ 5,839,139

The notes attached shall constitute an integral part of this Consolidated financial statement.

Chairman: CHEN, SHENG TIEN Manager: FENG, MING FA Accounting Manager: WU, CHIN MEI


Independent Auditors' Report

To RECHI PRECISION CO., LTD.:

Opinion

We have audited the accompanying parent company only balance sheets of RECHI PRECISION CO., LTD. (the “Company”) as of December 31, 2025 and 2024, and the related parent company only statements of comprehensive income of changes in equity and cash flows for the years then ended, and notes to the parent company only financial statements (including material accounting policy).

In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024 and for the years then ended, and its parent company only financial performance and its parent company only cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinions

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation of Financial Statements by 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 Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

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

26


Key audit matters of the Company’s 2025 parent company only financial statements are stated as follows:

The basis for recognition of the revenue on export sales

The Company is mainly engaged in the manufacture and sale of refrigerant compressors. The sales types are divided into domestic sales and export sales. Among them, export sales targets are located in many regions around the world, and the transaction conditions agreed between different customers may differ.

The export sales revenue of The Company is based on the transaction conditions agreed by individual customers, and the sales revenue is recognized when the transaction conditions are reached and the control of the goods has been transferred to the buyers. The relatively longer transportation period needed for part of export transactions and the terms and conditions apply to specific clients required human judgment in the process of revenue recognition, which might result in an incorrect time record of sales revenue, thus we have made the timing of recognizing sales revenue from exported goods with specific transaction conditions as one of the most important audit matters of the year.

The main audit procedures that we have implemented for the above timing of sales revenue recognition are as follows:

  1. Understand and evaluate the procedures for the timing of sales revenue recognition plus the policy for internal control, and test the effectiveness of such controls.
  2. Terminate the above test on the sales transactions with specific clients within a certain period before and after the balance sheet date, which includes verification of transaction conditions of the specific transaction, papers like import/export declarations, and inquiry of shipping schedule, in order to be sure if revenue recognition was recorded with a proper period.
  3. Obtain the shipment details of the manual operation summary for a specific period for inspection, and check the relevant vouchers randomly to confirm whether the adjustment of the time point of revenue recognition is correct.

Responsibilities of Management and Those in Charge with Governance of 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 control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the parent company only financial statements, the management is responsible for assessing the ability of the Company in continuing as a going concern, disclosing relevant matters, and adopting the going concern basis of accounting unless the management intends to liquidate the Company or cease the operations without other viable alternatives.

The governing body of the Company (including the Audit Committee) are responsible for supervising the financial reporting process.

27


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

Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue and auditor’s report. Reasonable assurance is a high level of assurance, but is not a guarantee that and audit conducted in accordance with the accounting principles of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error. If fraud or errors are considered material, 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 accounting principles of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also perform the following works:

  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 risks, and obtain evidence that is sufficient and appropriate to provide a basis of our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal control.

  2. Understand the internal control related to the audit in order to design appropriate audit procedures under the circumstances, while not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

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

  4. Conclude the appropriateness of the use of the going concern basis of accounting by the management, and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company and its ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the parent company only financial statements or, if such disclosures are inappropriate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of the auditor’s 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 parent company only financial statements, including related notes, whether the parent company only financial statements represent the underlying transactions and events in a matter that achieves fair presentation.

28


  1. Obtain sufficient and appropriate audit evidence on the financial information of business entities within the Company in order to express an opinion on the parent company only financial statements. We are responsible for guiding, supervising, and performing the audit and forming an audit opinion on the Company.

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

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

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

Deloitte & Touche
CPA CHANG, CHING HSIA
CPA CHENG, CHIN TSUNG

Financial Supervisory Commission Approval Document No.
Chin-Kuan-Cheng-Shen-Zi No. 1090347472

Financial Supervisory Commission Approval Document No.
Chin-Kuan-Cheng-Shen-Zi No. 1010028123

March 13, 2026


Parent Company Only Balance Sheet

December 31, 2025 and 2024

Unit: NTD thousand

Code Assets December 31, 2025 December 31, 2024
Amount % Amount %
Current assets
1100 Cash (Notes 4 & 6) $ 355,802 2 $ 266,280 1
1150 Notes receivable – non-related parties (Notes 4 & 7) 105,506 1 229,187 1
1170 Accounts receivable – non-related parties (Notes 4 & 7) 1,893,139 10 2,232,304 12
1180 Accounts receivable – related parties (Notes 4 & 23) 3,451 - 4,424 -
1200 Other receivable 1,026 - 419 -
1210 Other receivables – related parties (Note 23) 188,086 1 465,730 3
1220 Current tax assets (Notes 4 & 18) 42,500 - 42,500 -
130X Inventories (Notes 4 & 8) 387,979 2 589,001 3
1410 Prepayments 34,584 - 50,804 -
1470 Other current assets 1,120 - 717 -
11XX Total current assets 3,013,193 16 3,881,366 20
Non-Current assets
1550 Investment accounted for using equity method (Note 4 and 9) 14,512,756 79 14,303,257 76
1600 Property, plant and equipment (Notes 4, 10 & 24) 623,355 4 635,514 3
1755 Right-of-use assets (Notes 4 & 11) 4,018 - 768 -
1780 Other intangible assets (Note 4) 17,918 - 17,052 -
1840 Deferred tax assets (Note 4 and 18) 125,153 1 80,179 1
1990 Other non-current assets 582 - 20,418 -
15XX Total non-current assets 15,283,782 84 15,057,188 80
1XXX Total assets $ 18,296,975 100 $ 18,938,554 100
Code Liabilities and equity
Current liabilities
2100 Short-term borrowings (Note 12) $ 4,188,487 23 $ 2,750,000 15
2110 Short-term notes payable (Note 12) 798,732 4 479,056 3
2170 Accounts payable – non-related parties 42,432 - 99,706 1
2180 Accounts payable – related parties (Note 23) 1,048,436 6 2,395,367 13
2200 Other payables (Notes 13 & 23) 362,431 2 365,480 2
2230 Current tax liabilities (Notes 4 & 18) 118,580 1 107,849 1
2250 Provisions – Current (Note 4) 82,615 - 86,154 -
2280 Lease liabilities – current (Notes 4 & 11) 1,622 - 650 -
2320 Long-term liabilities, current portion (Notes 12 & 24) 86,829 1 86,829 -
2365 Refund liabilities – current (Note 16) 158,822 1 264,604 1
2399 Other current liabilities 11,126 - 70,654 -
21XX Total current liabilities 6,900,112 38 6,706,349 36
Non-current liabilities
2541 Short-term borrowings (Notes 12 & 24) 60,483 - 647,312 3
2570 Deferred tax liabilities (Notes 4 & 18) 943,309 5 875,639 5
2580 Lease liabilities – non-current (Notes 4 & 11) 2,418 - - -
2640 Net defined benefit liabilities (Notes 4 & 14) 21,309 - 35,991 -
2670 Other non-current liabilities 584 - 584 -
25XX Total non-current liabilities 1,028,103 5 1,559,526 8
2XXX Total liabilities 7,928,215 43 8,265,875 44
Equity (Notes 15 & 20)
3110 Common shares 5,048,951 28 5,049,151 27
3200 Capital surplus 1,367,666 7 1,367,729 7
Retained earnings
3310 Legal reserve 1,332,787 7 1,231,756 6
3320 Special reserve 556,385 3 1,097,408 6
3350 Unappropriated retained earnings 3,299,666 18 2,576,593 14
3300 Total retained earnings 5,188,838 28 4,905,757 26
3400 Other equity interest ( 785,064 ) ( 4 ) ( 556,385 ) ( 3 )
3500 Treasury shares ( 451,631 ) ( 2 ) ( 93,573 ) ( 1 )
3XXX Total equity 10,368,760 57 10,672,679 56
Total Liabilities and Equity $ 18,296,975 100 $ 18,938,554 100

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

Chairman: CHEN, SHENG TIEN

Manager: FENG, MING FA

Accounting Manager: WU, CHIN MEI


RECHI PRECISION CO., LTD.

Parent Company Only Statements of Comprehensive Income

For the Years Ended December 31, 2025 and 2024

Unit: NTD thousand, except Earnings Per Share (NTD)

Code 2025 2024
Amount % Amount %
4110 Sales revenue (Notes 4, 16 & 23) $ 6,892,740 100 $ 8,652,938 100
5000 Operating costs (Notes 4, 17 & 23) ( 6,115,498 ) ( 88 ) ( 7,774,859 ) ( 90 )
5900 Gross profit 777,242 12 878,079 10
Operating expenses (Notes 17 & 23)
6100 Marketing expenses ( 266,509 ) ( 4 ) ( 250,164 ) ( 3 )
6200 Administrative expenses ( 266,625 ) ( 4 ) ( 239,846 ) ( 3 )
6300 Research and development expenses ( 213,192 ) ( 3 ) ( 227,227 ) ( 2 )
6450 Expected credit impairment loss (Note 7) ( 14,714 ) - ( 10,296 ) -
6000 Total operating expenses ( 761,040 ) ( 11 ) ( 727,533 ) ( 8 )
6900 Net operating income 16,202 1 150,546 2
Non-operating income and expense (Notes 17 & 23)
7100 Interest income 8,541 - 13,054 -
7010 Other income 11,003 - 14,854 -
7020 Other gains and losses ( 28,534 ) - 118,636 1
7050 Finance costs ( 106,720 ) ( 2 ) ( 82,471 ) ( 1 )
7070 Share of profit (loss) of subsidiaries accounted for using equity method 1,372,001 20 999,437 12
7000 Total non-operating income and expenses 1,256,291 18 1,063,510 12
7900 Profit before income tax 1,272,493 19 1,214,056 14
7950 Income tax expenses (Notes 4 & 18) ( 256,502 ) ( 4 ) ( 206,517 ) ( 2 )
8200 Profit for the year 1,015,991 15 1,007,539 12

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Code 2025 2024
Amount % Amount %
8310 Other comprehensive income
Components of other
comprehensive income that will
be reclassified to profit or loss:
8311 Remeasurements of defined
benefit plans (Note 14) $ 12,323 - $ 3,474 -
8330 Share of other comprehensive
Income (loss) of subsidiaries
accounted for using equity
method (Note 15) - - ( 8,156 ) -
8349 Income tax related to
components of other
comprehensive income that
will not be reclassified to
profit or loss (Note 18) ( 2,464 )
9,859 - ( 695 )
5,377 -
8360 Components of other
comprehensive income that
will be reclassified to profit or
loss:
8361 Exchange differences from
the translation of
financial statements of
foreign operations (Note
15) ( 269,091 ) ( 4 ) 625,260 7
8370 Share of other
comprehensive income
of affiliates and joint
ventures accounted for
using the equity method
(Note 15) ( 13,406 ) - 19,005 -
8399 Income tax related to
components of other
comprehensive income
(loss) that may be
reclassified (Notes 15 & 18) 53,818
( 228,679 ) 1
( 3 ) ( 125,052 )
519,213 ( 1 )
6
8300 Total other comprehensive
income (loss), net of tax ( 218,820 ) ( 3 ) 513,836 6
8500 Total amount of comprehensive
income for the year $ 797,171 12 $ 1,521,375 18
Earnings per share (Note 19)
Business units in continuing
operation
9710 Basic $ 2.05 $ 2.02
9810 Diluted $ 2.04 $ 2.00

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

Chairman: CHEN, SHENG TIEN Manager: FENG, MING FA Accounting Manager: WU, CHIN MEI


RECHI PRECISION CO., LTD.

Parent Company Only Statements of Changes in Equity

For the Years Ended December 31, 2025 and 2024

Unit: NTD thousand

Code Share capital Retained earnings Other equity
Shares (in thousand shares) Amount Capital surplus Legal reserve Special reserve Unappropriated retained earnings Exchange differences from the translation of financial statements of foreign operations Unrealized gain on financial assets at fair value through other comprehensive income or loss Treasury shares Total equity
A1 Balance as of January 1, 2024 504,915 $ 5,049,151 $ 1,355,324 $ 1,156,333 $ 928,988 $ 2,340,079 ($ 1,025,598) ($ 71,810) ($ 93,573) $ 9,638,894
Dividend allocation and distribution for 2023
B1 Legal reserve - - - 75,423 - ( 75,423 ) - - - -
B3 Special reserve - - - - 168,420 ( 168,420 ) - - - -
B5 Cash dividend to shareholders - - - - - ( 499,995 ) - - - ( 499,995 )
M5 Difference between consideration and carrying amount of subsidiaries acquired or disposed - - 12,405 - - - - - - 12,405
D1 Profits of the 2024 - - - - - 1,007,539 - - - 1,007,539
D3 Other comprehensive income after tax in 2024 - - - - - 2,779 519,213 ( 8,156 ) - 513,836
D5 Total profit and loss in 2024 - - - - - 1,010,318 519,213 ( 8,156 ) - 1,521,375
Q1 The subsidiary's disposal of equity instrument investment measured at fair value through other comprehensive income - - - - - ( 29,966 ) - 29,966 - -
Z1 Balance as of December 31, 2024 504,915 5,049,151 1,367,729 1,231,756 1,097,408 2,576,593 ( 506,385 ) ( 50,000 ) ( 93,573 ) 10,672,679
Dividend allocation and distribution for 2024
B1 Legal reserve - - - 101,031 - ( 101,031 ) - - - -
B3 Special reserve - - - - ( 541,023 ) 541,023 - - - -
B5 Cash dividend to shareholders - - - - - ( 742,725 ) - - - ( 742,725 )
L1 Purchase of treasury shares - - - - - - - - ( 358,365 ) ( 358,365 )
L3 Retirement of treasury shares ( 20 ) ( 200 ) ( 63 ) - - ( 44 ) - - 307 -
D1 Profits of the 2025 - - - - - 1,015,991 - - - 1,015,991
D3 Other comprehensive income after tax in 2025 - - - - - 9,859 ( 228,679 ) - - ( 218,820 )
D5 Total profit and loss in 2025 - - - - - 1,025,850 ( 228,679 ) - - 797,171
Z1 Balance as of December 31, 2025 504,895 $ 5,048,951 $ 1,367,666 $ 1,332,787 $ 556,385 $ 3,299,666 ($ 735,064 ) ($ 50,000 ) ($ 451,631 ) $ 10,368,760

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

Chairman: CHEN, SHENG TIEN

Manager: FENG, MING FA

Accounting Manager: WU, CHIN MEI


RECHI PRECISION CO., LTD.

Parent Company Only Statements of Cash Flows

For the Years Ended December 31, 2025 and 2024

Unit: NTD thousand

Code 2025 2024
Cash flow from operating activities
A10000 Current year net profit before tax $ 1,272,493 $ 1,214,056
A20010 Profits and loss
A20100 Depreciation expenses 58,760 58,020
A20200 Amortization expenses 6,900 5,686
A20300 Expected credit impairment loss 14,714 10,296
A20900 Interest expenses 106,720 82,471
A21200 Interest income ( 8,541 ) ( 13,054 )
A22300 Share of profit (loss) of subsidiaries accounted for using equity method ( 1,372,001 ) ( 999,437 )
A22500 Net losses (gains) on disposal of property, plant and equipment ( 393 ) 1,133
A24100 Unrealized foreign currency exchange gain ( 13,080 ) ( 38,291 )
A30000 Net change in operating assets and liabilities
A31130 Notes receivable 124,633 ( 117,878 )
A31150 Accounts receivable 339,939 ( 507,917 )
A31160 Accounts receivable – related parties 822 9
A31180 Other receivables ( 610 ) ( 8 )
A31190 Other receivables – related parties ( 1,271 ) ( 2,117 )
A31200 Inventories 201,022 ( 274,255 )
A31230 Prepayments 16,220 ( 18,673 )
A31240 Other current assets ( 403 ) 1,086
A32125 Refund liability – current ( 96,857 ) 106,335
A32150 Accounts payable ( 56,867 ) 64,344
A32160 Accounts payable – related parties ( 1,342,958 ) 944,353
A32180 Other payables 1,014 72,368
A32200 Provisions ( 3,539 ) 46,351
A32240 Net defined benefit liability ( 2,359 ) ( 530 )
A32230 Other current liabilities ( 59,528 ) 47,480
A33000 Cash inflow (outflow) from operating activities ( 815,170 ) 681,828
A33100 Interest received 10,353 12,723
A33300 Interest paid ( 101,676 ) ( 80,991 )
A33500 Income tax paid ( 171,721 ) ( 65,872 )
AAAA Net cash inflow (outflow) from operating activities ( 1,078,214 ) 547,688

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Code 2025 2024
Cash flow from investing activities
B01800 Acquisition of long-term equity investments accounted for using equity method ($ 102,773) ($ 658,725)
B02700 Purchase of property, plant and equipment ( 34,098) ( 32,422)
B02800 Proceeds from disposal of property, plant and equipment 610 48
B04300 Increase in other receivables – related parties ( 172,680) ( 447,100)
B04400 Decreased in other receivables – related parties 447,100 479,160
B04500 Purchase of intangible assets ( 7,766) ( 5,492)
B06700 Increase in other non-current assets - ( 19,859)
B06800 Decrease in other non-current assets 291 -
B07600 Dividends received 982,778 371,120
BBBB Net cash inflow (outflow) in investing activities 1,113,462 ( 313,270)
Cash flow from financing activities
C00100 Increase in short-term borrowings 1,424,039 2,180,000
C00500 Increase in short-term notes payable 319,676 79,852
C01600 Proceeds from long-term borrowings - 500,000
C01700 Repayments of long-term borrowings ( 586,829) ( 2,066,830)
C01900 Decrease in long-term notes payable - ( 350,000)
C04020 Payments of lease liabilities ( 1,522) ( 1,508)
C04500 Dividends paid ( 742,725) ( 499,995)
C04900 Payments to acquire treasury shares ( 358,365) -
CCCC Net cash inflow (outflow) from financing activities 54,274 ( 158,481)
EEEE Net increase in cash and cash equivalents 89,522 75,937
E00100 Cash and cash equivalents balance – beginning of year 266,280 190,343
E00200 Cash and cash equivalents balance – end of year $ 355,802 $ 266,280

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

Chairman: CHEN, SHENG TIEN Manager: FENG, MING FA Accounting Manager: WU, CHIN MEI


Attachment IV

RECHI PRECISION CO., LTD. The 2025 Earnings Distribution Statement

Unit: NTD

Items Amount
Undistributed earnings at the beginning of year
Effect of retrospective application and retrospective restatement 2,273,859,580
Undistributed earnings at the beginning of the adjustment period 2,273,859,580
Cancelled treasury shares and debited retained earnings (42,441)
The defined benefit plans re-measured amount is recognized in the “retained earnings” account. 9,858,727
Unappropriated adjusted earnings 2,283,675,866
Add: Net income 1,015,990,232
Less: Legal reserve appropriated (102,580,652)
Less: Legally appropriated special reserve (228,678,641)
Current distributable earnings 2,968,406,805
Distribution:
Shareholders’ dividends
- Cash (NTD 1.5 per share)
- Stock share (NTD0.0 per share) (727,492,658)
0
Undistributed earnings at the end of the year 2,240,914,147

Note 1: The proposal for earnings distribution is calculated according to the outstanding 484,995,105 shares (excluding treasury shares) on the date the resolution was reached by the Company's board of directors. However, if the issued convertible corporate bonds are converted into common stock shares or the treasury shares are repurchased before the cash dividend distribution base date, causing the number of outstanding shares to go up or down on the Company's cash dividends distribution base date, the Chairman shall be authorized to adjust the cash dividends per share according to the cash dividend amount resolved for current earnings distribution proposal and the actual number of outstanding shares on the cash dividend distribution base date.
Note 2: The cash dividends are calculated according to the distribution ratio up to NTD1 and the amount below NTD1 will be rounded off. The total amount of irregularities distributed less than NTD1 will be included in other non-operating income.

Chairman: CHEN, SHENG TIEN Manager: FENG, MING FA Accounting Manager: WU, CHIN MEI


Attachment V
List of Directors and Independent Director Candidates concurrently Serving in Other Companies

Identity Name Representative (individual)/Job Position Address Main business operations Note
Director SAMPO CORPORATION Rep.: CHEN, SHENG TIEN Chairman of SAMPO CORPORATION
Chairman of Rechi Investments Co., Ltd.
Chairman of Rechi Holdings Co., Ltd
Chairman of AMIGO LOGISTICS CORPORATION
Chairman of Sampo Japan Co., Ltd.
Director of Magnet Industry Ltd. No. 26, Dinghu Rd., Dahua Village, Guishan Dist., Taoyuan City 333008
9F.-1, No. 374, Sec. 2, Bade Rd., Songshan Dist., Taipei City 105404
Palm Grove House, P.O. Box 438, Road Town Tortola, British Virgin Islands
No. 18-1, Dinghu 5th St., Dahua Village, Guishan Dist., Taoyuan City 333008
11F, Iwatani 2nd Building, 2-14, Azuchi-cho, Chuo-ku, Osaka, Japan
No. 6, Zhongxing Rd., Zhongxing Industrial Park, Zhongping Village, Tongluo Township, Miaoli County 366005 Manufacturing and sales of home appliance
Investment business
Investment business
Warehousing and Logistics
Sales of home appliances and electronic products
Electronic components (magnetic materials)
Director SAMPO CORPORATION Representative: YANG, CHENG MING Chairman of Dyna Rechi Co., Ltd.
Director of Rechi Investments Co., Ltd. No. 943, Sec. 2, Chenggong Rd., Guanyin Dist., Taoyuan City 328002
9F.-1, No. 374, Sec. 2, Bade Rd., Songshan Dist., Taipei City 105404 Design and manufacture of BLDC motors
Investment business
Director SAMPO CORPORATION Rep.: FENG, MING FA Director/President of Rechi Investments Co., Ltd.
Director of Rechi International Holdings Co., Ltd
Director of Rechi Investments Holdings Co., Ltd.
Chairman of GR Holdings (Hong Kong) Limited
Director of Rechi Refrigeration Dongguan Co., Ltd.
Director of Dongguan Rechi Compressor Co., Ltd.
Director of TCL Rechi (Huizhou) 9F.-1, No. 374, Sec. 2, Bade Rd., Songshan Dist., Taipei City 105404
Palm Grove House, P.O. Box 438, Road Town Tortola, British Virgin Islands
Palm Grove House, P.O. Box 438, Road Town Tortola, British Virgin Islands
Room 1610-1611, No. 302-308 Hennessy Road, Wan Chai, Hong Kong
No. 38, Gaokesan Road, Xinliangao High-Tech Zone, Humenzhen, Dongguan City, Guangzhou, 523917 China
No. 38, Gaokesan Road, Xinliangao High-Tech Zone, Humenzhen, Dongguan City, Guangzhou, 523917 China
No. 36, Huifeng 4th Rd., Huicheng District, Huizhou Investment business
Investment business
Investment business
Manufacture of motors
Manufacture of compressor motors
Compressor assembly

| | | Refrigeration Equipment Company Limited
Director of Rechi Precision (Huizhou)
Mechanism Company
Director of Qingdao Rechi Electric
Machinery Sales Company
Director of Dyna Rechi Co., Ltd.
Director of Ablek Technology Co., Ltd. | City, Guangdong Province, 516006
No. 36, Huifeng 4th Rd., Huicheng District, Huizhou
City, Guangdong Province, 516006
(Assembly shop 3F) No. 500, Fenjin Road,
Huangdao District, Qingdao City, Shangdong
Province, 266555 China.
No. 943, Sec. 2, Chenggong Rd., Guanyin Dist.,
Taoyuan City 328002
No. 943, Sec. 2, Chenggong Rd., Guanyin Dist.,
Taoyuan City 328002 | Compressors and
components
Sales of compressors and
components
Design and manufacture of
BLDC motors
Purchase and sales of
motors and components | |
| --- | --- | --- | --- | --- | --- |
| Director | Chumpower
Machinery Corp.
Representative:
CHEN, SHENG
CHUAN | Chairman of NUCOM INTERNATIONAL
CORPORATION
Vice Chairman of SAMPO
CORPORATION
Director of Sunpo International Investment
Co., Ltd.
Director of AMIGO LOGISTICS
CORPORATION
Director of DongGuan Sheng Bo
Electronics Co., Ltd.
Synvision Technology Service Corporation | 2F., No.58, Sec. 1, Minsheng E. Rd., Songshan Dist.,
Taipei City 104011
No. 26, Dinghu Rd., Dahua Village, Guishan Dist.,
Taoyuan City 333008
Omar Hodge Building, Wickhams Cay I, P.O. Box
362, Road Town, Tortola, British Virgin Islands
No. 18-1, Dinghu 5th St., Dahua Village, Guishan
Dist., Taoyuan City 333008
Building B, Shintai Industrial Park, Du-Lun Road,
Chisha Village, Shatian Township, Dongguan City,
Guangdong Province 523997
3 F., No. 9, Datong St., Tucheng Dist., New Taipei
City 236044 | Holdings
Manufacturing and sales of
home appliance
Investment holdings and
trading
Warehousing and Logistics
Manufacturing and sales of
electronic products
After-sales service of home
appliances and electronic
products | |
| Director | Sharp Corporation
Representative:
AKIHISA MASUO | Department manager of Air Conditioning
Business Unit of Sharp Corporation | No. 72, 3-chome, 1, Kitakaicho, Yao City, Osaka
Prefecture (581-8585) | Production and
development of “white
goods” (major appliance)
and “PCI air” purification
products | |
| Director | China Steel
Corporation
Representative:
LIU, HUNG YI | Vice President of Technology Division of
China Steel Corporation
Director of CHINA STEEL CHEMICAL
CORPORATION
Director, Chung Fa Holding Co., Ltd. | No. 1, Zhonggang Rd., Xiaogang Dist., Kaohsiung
City 812401
25F., No. 88, Chenggong 2nd Rd., Qianzhen Dist.,
Kaohsiung City 806618
15F., No. 88, Chenggong 2nd Rd., Qianzhen Dist.,
Kaohsiung City 806618 | Manufacturing and
processing of various
carbon steels and low-alloy
steels
Chemical industry
Investment business | |

38


Director of China Steel Power Corporation No. 45, Lugong Rd., Lukang Township, Changhua County 505029 Power generation
Director of Honley Auto. Parts Co., Ltd. No. 32, Jingjian Rd., Qianjin Village, Pingtung City, Pingtung County 900525 Motor vehicles and parts manufacturing
Director of Infochamp Systems Corporation 19F., No. 88, Chenggong 2nd Rd., Qianzhen Dist., Kaohsiung City 806618 Computer equipment installation
Director, HC&C AUTO PARTS CO., LTD. No. 88 Tonggui 3rd Road, Yufengshan Town, Yubei District, Chongqing, China Motor vehicle parts manufacturing
Director, CSC TOURS TRAVEL SERVICE CO., LTD. 3 F., No. 282, Zhonghua 4th Rd., Qianjin Dist., Kaohsiung City 801756 Travel Agency
Independent director HUANG, BAO HUEI Chairman of Midea Co., Ltd. 2F.-3, No. 93, Lequn 2nd Rd., Zhongshan Dist., Taipei City 104052 Energy and equipment industry
Director of Chinese Television System Corporation No. 100, Guangfu S. Rd., Da’an Dist., Taipei City 106451 Television, Broadcast Program Production
Director of Tatung Company No. 22, Sec. 3, Zhongshan N. Rd., Jiying Vil., 21 Neighborhood, Zhongshan Dist., Taipei City 104427 Manufacturing and sales of home appliance
Chairman of Shouxi Policy Public Relations and Marketing Co., Ltd 2F.-3, No. 93, Lequn 2nd Rd., Zhongshan Dist., Taipei City 104052 Investment Advisor
Chairman of Richest Power Investment Ltd. 2F.-3, No. 93, Lequn 2nd Rd., Zhongshan Dist., Taipei City 104052 Investment Advisor, Broadcast, Television Program
Chairman of Medbio biotechnology international Corporation LTD. 3F., No. 136, Sec. 3, Ren'ai Rd., Da’an Dist., Taipei City 106465 Biotechnology Services
Independent Director/Audit Committee/Remuneration Committee of Locus Cell Co., Ltd. 19 F.-12, No. 97, Sec. 1, Xintai 5th Rd., Xizhi Dist., New Taipei City 221416 Cosmetics Manufacturing
Independent Director/Audit Committee/Remuneration Committee of Vigor Kobo Company Limited No. 87, Sec. 1, Chengtai Rd., Wugu Dist., New Taipei City 248009 Food, beverage manufacturing, retail, and wholesale industry
Independent director CHEN, ALAN C Assistant Dean, Cheung Kong Graduate School of Business 230 Park Ave., 3rd and 4th floor West, New York, NY 10169 Education and scientific research industry
Board Member, Association to Advance Collegiate Schools of Business 3305 Garfield St. NE Minneapolis, Minnesota 55418 USA Education and scientific research industry

X. Appendices

Appendix I

RECHI PRECISION CO., LTD.
Articles of Incorporation

Chapter 1 General Principles

Article 1 The Company is organized as a stock limited company in accordance with the Company Act and is named RECHI PRECISION CO., LTD.

Article 2 The Company operates below businesses:

  1. CB01990 Other Machinery Manufacturing
  2. CC01010 Manufacture of Power Generation, Transmission and Distribution Machinery.
  3. CC01030 Electrical Appliances and Audiovisual Electronic Products Manufacturing.
  4. E601020 Electric Appliance Installation.
  5. E603050 Automatic Control Equipment Engineering
  6. E801070 Kitchenware and Sanitary Fixtures Installation Engineering
  7. F113020 Wholesale of Electrical Appliances
  8. IG03010 Energy Technical Services
  9. ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.

Article 2-1 The total amount of investment by the Company is not subject to the limit under Article 13 of the Company Act.

Article 3 The Company may provide business guarantees as required for business.

Article 4 The Company’s headquarters is in Taoyuan City and it may set up branch organizations in other suitable locations as required, the incorporation and closure of which shall be determined by the board of directors.

Article 5 The Company makes public announcements in accordance with Article 28 of the Company Act.

Chapter 2 Shares

Article 6 The Company’s total capital is NTD6,000,000,000, divided into 600,000,000 shares at NTD10 per share, which are all ordinary shares. The board of directors is authorized to issue unissued shares as required for the Company’s business through multiple issuances.

Article 6-1 The price at which the Company issues employee stock options is not subject to the limits imposed by applicable laws. However, the issuance must be approved by shareholders representing 2/3 of the voting rights represented in a shareholders’ meeting that is attended by shareholders representing the majority of outstanding shares. Multiple filings may be made within one year from the date of the shareholders’ resolution.

Article 6-2 The Company may transfer treasury shares that it has repurchased to employees at a price that is lower than the average actual share repurchase price, subject to the applicable laws and consent of the shareholders’ meeting.

Article 7 The Company’s shares may be issued without share certificates, subject to registration with the centralized securities custodian institution.

Article 8 The Company shall process stock matters in accordance with applicable laws and the regulations of the government authority. Shareholder service matters may be handled by

40


shareholder service institutions designated by the Company.

Article 9 Share transfer registration is suspended during a period of 60 days before general meeting of shareholders, 30 days before special meeting of shareholders and 5 days before the record date determined by the Company for distribution of dividends, bonus or other interests.

Chapter 3 Shareholders' Meeting

Article 10 The Company's meetings of shareholders are divided into general meetings and special meetings. General meetings of shareholders are held once every year and shall be convened by the board of directors within 6 months from the end of each accounting year. Special meetings of shareholders are convened in accordance with the law as required.

Article 10-1 Shareholders should be informed of the meeting date, place and subject 30 days in advance for the Annual Meeting of Shareholders and 15 days in advance for the extraordinary meeting of shareholders. A shareholder holding 1 percent or more of the total number of issued shares may submit to the Company a written proposal for discussion at a regular shareholders' meeting. Such proposals, however, are limited to one item only, and no proposal containing more than one item will be included in the meeting agenda. The Board of Directors may disregard shareholder proposals if the proposed agendas exhibit any of the conditions described in Paragraph 4, Article 172-1 of the Company Act. Prior to the book closure date before a regular shareholders' meeting is held, the Company shall publicly announce that it will receive shareholder proposals and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days. Shareholder-submitted proposals are limited to 300 words and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders' meeting and take part in discussion of the proposal. Prior to the date for issuance of notice of a shareholders' meeting, the Company shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders' meeting the board of directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.

Article 11 Each shareholder of the Company has one vote per share, but there are no voting rights, in event of the occurrence of such events stated in Article 179 of the Company Act.

Article 12 If a meeting of shareholders is convened by the board of directors, it shall be chaired by the chairman. If the chairman is on leave or cannot exercise his/her duties due to any reason, the vice-chairman shall act on the chairman's behalf. If the vice-chairman is also unavailable due to any reason, one director designated by the chairman shall act on the chairman's behalf.

If the shareholders' meeting is convened by any person entitled to convene the meeting other than the board of directors, such person shall chairperson the meeting.

Article 13 Except otherwise regulated by The Company Act, a shareholders' meeting resolution is passed when more than half of all outstanding shares are represented in the meeting, and is approved by more than half of all voting rights represented during the meeting.

According to the authority's instructions, shareholders of the Company may vote using electronic means. Shareholders who vote using the electronic method are considered to have attended the shareholder meeting in person. Electronic voting shall proceed as regulated by law.

Article 13-1 Resolutions of shareholder's meetings shall be recorded in the minutes, specifying the year, month, date and location of the meetings, the main proceedings and results of the meetings, the chairperson's name, the method of resolution, number of shareholders present and number of shares represented. The minutes shall be affixed with the

41


chairperson's signature or seal and distributed to all shareholders within 20 days from the meeting. The minutes may be distributed by public announcements. The minutes shall be kept in custody on permanent basis during the existence of the Company. The attendance registry for the signature of the attending shareholders or the proxy of the representative should be reserved for at least one year.

Chapter 4 Directors and the Board of Directors

Article 14 The Company has 9 directors to form the board of directors, to be elected by the shareholders' meeting from among persons of legal capacities. The term is 3 years and the same person may be reelected upon expiry of the term. The Company may purchase liability for directors and officers to protect the interest of all shareholders and to lower the operating risk of the Company.

Article 14-1 No more than half of the directors of the Company shall have any of the following relationships among them.

  1. Spouse.
  2. A familial relationship within the second degree of kinship.

Article 14-2 Among the number of directors under the previous article, the Company has three independent directors in accordance with Article 14-4 of the Securities and Exchange Act. Matters related to the exercise of duties by independent directors are in accordance with applicable provisions of the Securities and Exchange Act.

Article 14-3 The Company's directors and independent directors are elected under candidate nomination system. Shareholders holding 1% or more of all outstanding shares and the board of directors may propose a list of candidates for directors and independent directors. Following review of the conditions required of directors and independent directors by the board of directors, the list shall be submitted to the shareholders' meeting. The shareholders shall elect the directors and independent directors from the candidate list.

Matters related to the director and independent director nomination acceptance manner and public announcements shall be in accordance with applicable provisions of the Company Act and the Securities and Exchange Act.

Article 15 All total number of shares held by all directors of the Company shall be in accordance with Article 2 of the "Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies."

Article 16 The directors form the board of directors. One chairman and once vice-chairman shall be elected by 2/3 directors attending a meeting that is attended by the majority of directors. The chairman serves as the Company's representative. If the chairman cannot perform his/her duties due to any reason, the vice-chairman shall act on the chairman's behalf. If the vice-chairman also cannot perform his/her duties due to any reason, one director appointed by the chairman shall act on the chairman's behalf.

Article 17 The board of directors has the following duties:

  1. Drafting of the articles of association of the Company.
  2. Approval and amendment of organizational charters of the Company.
  3. Approval of annual budget and review of annual closing, including the review of annual business plan and supervision of its execution.
  4. The Company's application for financing, guarantee, acceptance of notes within a certain amount or price (determined by the board of directors under authorization) from financial institution or any third party, as well as other lending, indebtedness or non-business advance of funds.
  5. Hiring and dismissal of important employees.
  6. Approval for endorsement, guarantee or acceptance of notes in the name of the Company.

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  1. Establishment and closing of branch organizations.
  2. Approval for the Company’s investment in other companies.
  3. Proposal of lien, sale, lease, pledge, mortgage or other disposition of all or important parts of Company properties.
  4. Approval of application to list the Company’s shares.
  5. Approval for plant establishment or expansion investment plans and the amendments or terminations thereof.
  6. Approval for signature for acquisition, transfer, license of know-how or patent or technical cooperation contract and the amendments or terminations thereof.
  7. Distribution of profit.
  8. Proposal to increase or decrease the capital of the Company.
  9. Approval for major operational or organizational matters.

Article 18 Board meetings are convened and chaired by the chairman. If the chairman is absent, the vice chairman shall act on the chairman’s behalf. If the vice chairman is also unavailable, one director designated by the chairman shall act on the chairman’s behalf. Board meetings are held once every 3 months. The chairman may convene special meetings as required. Board meetings of the Company may be convened electronically if agreed by the counterparties. During the intersessional period of the board of directors, other than matters that should be discussed by the board of directors in accordance with the law, the board of directors may authorize the chairman to exercise the duties of the board of directors in accordance with the law.

Article 19 Unless otherwise provided by law, board resolutions shall be approved by the majority of directors attending a meeting that is attended by the majority of directors.

Article 20 Any director who cannot attend a board meeting may designate another director to attend the meeting on his/her behalf. However, a director shall represent no more than one other director in attending a board meeting.

Chapter 5 Audit Committee

Article 21 The Company has an audit committee in accordance with the law, which is formed by all independent directors.

Article 22 The duties to be exercised by the supervisors in accordance with the Company Act, the Securities and Exchange Act and other laws shall be exercised by the audit committee.

Article 23 The number of members of the audit committee, their term, the rules for their performance of duties and the resources that should be provided by the Company when they exercise their duties shall be further provided in the organizational charter of the audit committee in accordance with the law.

Chapter 6 Managers

Article 24 If deemed necessary for the operation and organization of the group by the board of directors, the Company may have a CEO, COO, president, vice-president or other officers in accordance with the Company’s operating or management needs.

Each of the above officers may include one or multiple persons. Each officer shall follow the policies and operating guidelines resolved by the board of directors and the orders of the chairman and execute to manage all business within the scope of their allocated responsibilities.

Article 25 The CEO, COO and president report to the chairman, the hiring, dismissal and remuneration of which shall be in accordance with Article 29 of the Company Act.

Chapter 7 Accounting

Article 26 The Company’s accounting year is from 1 January to 31 December.


Article 27 The board of directors shall prepare below statements after the annual closing of the Company, which shall be submitted to the shareholders’ meeting for approval.

  1. Business report
  2. Financial statements
  3. Profit distribution or loss compensation proposal.

Article 27-1

If the Company has profit in a year, no more than 3% shall be provisioned as director remuneration and no less than 1% and no more than 8% as employee remuneration. The remuneration to employees and directors shall be submitted to the shareholders’ meeting for review.

However, profits must first be taken to offset against cumulative losses if any, then used for appropriation of remuneration to employees and directors based on the preceding percentage.

The employee remuneration referred to in the preceding paragraph shall have no less than 15% of the amount allocated as remuneration for entry-level employees. Remuneration to employees can be paid in the form of cash or shares to employees of affiliated companies that satisfy certain criteria. The criteria shall be determined by the Board of Directors or other authorized personnel.

Article 27-2

When the Company issues employee treasury shares, employee stock options, employee remuneration, new share subscription by employees and new shares with restrictive employee rights, the targets may include employees of controlled companies or subsidiaries who meet certain conditions. If there are rules about the scope of target employees under the previous paragraph by the securities authorities, such rules shall be complied with.

Article 28 The Company’s dividend policy is established to satisfy the needs for the Company’s sustainable operations and business growth, while in consideration of the maintenance of its profitability.

  1. Condition and timing of distribution: If there is profit at the annual closing, after taxes are paid and accumulated losses are compensated, 10% shall be provisioned as legal reserve. Then special reserve shall be provisioned or recycled in accordance with the law or the rules of the competent authority. If there is profit remaining, 25% to 99% shall be provisioned as shareholders’ bonus.
  2. Provision of special reserve: other than provision made in accordance with the Company’s actual needs, pursuant to Paragraph 1, Article 41 of the Securities and Exchange Act, for the net deduction of equity in the current year, the equivalent amount of special reserve shall be set from the net surplus after tax of the current year, and the amount other than the net surplus after tax of the current year shall be included in the undistributed surplus. If there remains any shortfalls, it shall be withdrawn from the undistributed surplus of the previous year; the special reserve of the equivalent amount shall be set from the undistributed surplus of the previous year. If there is still any shortfalls, the current after-tax net surplus shall be added to the current after-tax net surplus and the items other than the current after-tax net profit shall be included in the undistributed surplus of the current years for allowance.

If the amount of shareholders’ equity is reversed later, the profit may be distributed from the reversed portion of the special reserve.

  1. Amount and type of distribution: The board of directors shall propose shareholder bonus distribution in accordance with the law every year and submit it to the shareholders’ meeting. For stock dividends, the board of directors shall formulate a proposal for the distribution of earnings and submit a resolution to the shareholders’ meeting to distribute dividends to shareholders. If cash dividends are proposed to

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be distributed, a resolution from a board meeting with more than two-thirds of the directors of participating in and consent of more than half of the directors present and shall be submitted to the shareholders' meeting. If the distribution of dividends to shareholders is conducted in a mixture of cash dividends and stock dividends, the cash dividends shall not be less than 10%, and the rest shall be in stock dividends.

Article 29
The board of directors is authorized to determine and pay to directors remuneration for the performance of their duties for the Company based on the common standard of the industry, regardless of whether or not the Company is profit-making or loss-making.

Chapter 8 Additional notes

Article 30
The organizational charters and bylaws of the Company shall be further established.

Article 31
Any matter that is not stipulated in these articles of association shall be governed by the Company Act.

Article 32
The Articles of Association was established on December 8, 1989.

The 1st amendment was made on December 10, 1990.

The 2nd amendment was made on February 23, 1991.

The 3rd amendment was made on July 1, 1991.

The 4th amendment was made on July 24, 1991.

The 5th amendment was made on September 20, 1991.

The 6th amendment was made on September 30, 1991.

The 7th amendment was made on May 22, 1992.

The 8th amendment was made on April 16, 1993.

The 9th amendment was made on April 20, 1994.

The 10th amendment was made on November 24, 1994.

The 11th amendment was made on May 18, 1995.

The 12th amendment was made on May 10, 1996.

The 13th amendment was made on May 8, 1997.

The 14th amendment was made on April 20, 1998.

The 15th amendment was made on November 15, 1999.

The 16th amendment was made on June 7, 2000.

The 17th amendment was made on June 27, 2002.

The 18th amendment was made on June 10, 2003.

The 19th amendment was made on June 15, 2004.

The 20th amendment was made on June 7, 2005.

The 21st amendment was made on June 22, 2006.

The 22nd amendment was made on June 13, 2007.

The 23rd amendment was made on June 13, 2008.

The 24th amendment was made on June 19, 2009.

The 25th amendment was made on June 18, 2010.

The 26th amendment was made on June 15, 2012.

The 27th amendment was made on June 17, 2013.

The 28th amendment was made on June 11, 2014.

The 29th amendment was made on June 18, 2015.

The 30th amendment was made on June 7, 2016.

The 31st amendment was made on June 22, 2017.

The 32nd amendment was made on June 16, 2020.

The 33rd amendment was made on June 15, 2022.

The 34th amendment was made on June 11, 2025.

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Appendix II

RECHI PRECISION CO., LTD.

Rules of Procedure for Shareholders' Meetings

Article 1 The rules of procedures for the Company's shareholders' meetings, except as otherwise provided by law, regulations or the articles of incorporation, shall be as provided in these Rules.

Article 2 The Company shall accept shareholder attendance registration at least 30 minutes before the meeting. The location for attendance registration shall be clearly identified and staffed by sufficient and suitable staff.

The shareholders or their representatives (hereinafter referred to as the "shareholders") shall attend the shareholders' meeting with the evidence of the attendance card, attendance register or other attendance documents; the proxy solicitors should bring proof of identity with them for examination.

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

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

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

The number of shares represented in the meeting shall be calculated based on the attendance register or the number of attendance cards collected.

Article 3 Attendance and votes in shareholder meetings shall be calculated based on shares. The number of shares in attendance shall be calculated according to the shares indicated by the sign-in cards handed in plus the number of shares whose voting rights are exercised by correspondence or electronically.

Article 4 The place of meeting of shareholders should be at the Company's or any suitable location or for shareholders to attend the meeting conveniently; also, the meeting of shareholders shall not be started before 9:00 or after 15:00.

Article 5 If the shareholders' meeting is convened by the board of directors, the meeting shall be chaired by the chairman. If the chairman is on leave or cannot exercise his/her duties due to any reason, the vice-chairman shall act on the chairman's behalf. If the vice-chairman is also unavailable due to any reason, one director designated by the chairman shall act on the chairman's behalf.

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

If the shareholders' meeting is convened by any person entitled to convene the meeting other than the board of directors, such person shall chair the meeting.

Article 5-1 30 days before a shareholders' meeting or 15 days before a special shareholders' meeting, the shareholders' meeting notice, proxy form, relevant proposals for recognition, discussion, election or dismissal of directors, etc. and explanation information shall be prepared as electronic files and sent to the Market Observation Post System. The Company shall prepare electronic versions of the shareholders' meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the

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date of the regular shareholders' meeting or before 15 days before the date of the special shareholders' meeting. The Annual Meeting Handbooks and the supplementary information are made available to shareholders fifteen days prior to the annual meeting of shareholders; also, on display at the Company's and its Stock Agent's and distributed to shareholders at the meeting place.

Article 5-2 The reasons for convening the meeting should be stated in the notice and announcement. The notice with the consent of the counterparty can be issued electronically.

Article 5-3 Matters pertaining to election or discharge of directors, alteration of the Articles of Incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the Company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, dissolution, merger, spin-off, or any matters as set forth in Paragraph 1, Article 185 hereof shall be itemized in the causes or subjects to be described and the essential contents shall be explained in the notice to convene a meeting of shareholders, and shall not be brought up as extemporary motions.

Article 5-4 Where reelection of all directors as well as their inauguration date is stated in the "reasons for convening the shareholders' meeting" of the notice, after the completion of the reelection in said meeting, such inauguration date may not be altered by any extraordinary motion or any other way in the same meeting.

Article 5-5 Shareholder(s) holding one percent (1%) or more of the total number of outstanding shares of a company may propose to the company a proposal for discussion at a regular shareholders' meeting, provided that only one matter shall be allowed in each single proposal, and in case a proposal contains more than one matter, such proposal shall not be included in the agenda. A shareholder proposal proposed for urging a company to promote public interests or fulfill its social responsibilities may still be included in the list of proposals to be discussed at a regular meeting of shareholders by the board of directors. In addition, when the circumstances of any sub-paragraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda.

Article 5-6 Prior to the book closure date before a regular shareholders' meeting is held, the Company shall publicly announce that it will receive shareholder proposals, correspondence or electronic means, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.

Article 5-7 Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders' meeting and take part in discussion of the proposal.

Article 5-8 Prior to the date for issuance of notice of a shareholders' meeting, the Company shall inform the shareholders who submitted proposals of the proposal screening results and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders' meeting the board of directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.

Article 6 The Company may assign its attorney, accountant or relevant staff to attend the shareholders' meeting. The shareholders' meeting staffs shall wear identification card or armbands.

Article 7 The resolutions reached in the shareholders' meeting must be documented in the minutes of meeting for the signature or seal of the Chairman. The minutes of meeting must be distributed to the shareholders in 20 days. The meeting minutes may be produced and distributed in electronic form. The Company may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS.

The meeting minutes shall accurately record the year, month, day and place of the meeting, the chairperson's full name, the methods by which resolutions were adopted

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and a summary of the deliberations and their voting results (including the number of voting rights), and disclose the number of votes won by each candidate in the event of an election of director. It should be permanently reserved throughout the duration of the Company.

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

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

Article 8 The chairperson should announce the commencement of the meeting as soon as it is due and announce relevant information such as the number of non-voting shares and the number of shares represented in the meeting. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chairperson may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If attending shareholders 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. If the number of shares represented accumulates 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 The Company Act.

Article 9 If a shareholders' meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. Votes shall be casted on each separate proposal in the agenda (including extraordinary motions and amendments to the original proposals). The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders' meeting.

If the meeting of shareholders is convened by an authorized person other than the Board, the provision referred to above is applicable. Before the agenda scheduled under the previous two paragraphs (including motions) is completed, the chairman shall not declare the meeting closed without resolution.

Once the meeting has been dismissed, shareholders cannot extend the meeting, either in the current or in another location, by appointing another chairman.

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

Article 10 The chairperson may call the meeting into recess at a suitable time.

Article 11 Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chairperson.

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

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

Article 12 Except with the consent of the chairperson, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes.

When a shareholder speaks in breach of the above rules or beyond the scope of the agenda, the chairman may stop the shareholder's statement.

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Article 13 When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.

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

Article 14 After an attending shareholder has spoken, the chairperson may respond in person or direct relevant personnel to respond.

Article 15 A Chairman who believes that the proposal under discussion is ready for voting may at his discretion stop the discussion and call for a vote.

Article 16 Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chairperson, provided that all monitoring personnel shall be shareholders of the Company.

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

The election of directors at a shareholders’ meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes with which they were elected, the names of those not elected as directors, supervisors and the number of votes received.

Article 17 For the resolution of proposals, unless otherwise provided in the Company Act and the Company Corporate Charter (Articles of Incorporation), the consent of a majority vote of the attending shareholders shall prevail. The shareholders are entitled to one vote per share, provided that the Company has no voting right for its own shares that it holds.

When a shareholder attends a shareholders’ meeting by proxy, unless it is a trust enterprise, if a person acts as the proxy for two or more shareholders, the voting rights represented shall not exceed 3% of the voting rights represented by all outstanding shares. Any voting right in excess of such limit shall be excluded from calculation.

Shareholders cannot vote, or appoint proxies to vote, on any agenda items that present conflicting interests, if doing so may compromise The Company’s interests.

Article 17-1 When this Corporation holds a shareholders’ meeting, it may allow the shareholders to exercise voting rights by correspondence or electronic means. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders’ meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that the Company avoid the submission of extraordinary motions and amendments to the original proposals.

Article 18 When there is an amendment or an alternative to a proposal, the chairperson shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. If any solution is passed, all other proposals shall be deemed rejected and no further voting is necessary.

Article 19 The meeting chairperson may instruct picketers (or security staffs) to help maintain order in the meeting. While maintaining order in the meeting, all scrutineers or security staff shall wear arm badges that identify their role as “Scrutineer.”

Article 20 In case of air strike alarm during a meeting, the meeting shall be suspended immediately and the participants shall be evacuated. The meeting shall resume one hour after the alarm is lifted.

Article 21 Any matter that is not provided in these Rules shall be governed by the Company Act and the Articles of Association of the Company.

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Article 22 These Rules and any amendments hereto shall be implemented after adoption by shareholders’ meetings.

(The amendments to these Rules have been approved by annual general meeting of shareholders on August 26, 2021)

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Appendix III

RECHI PRECISION CO., LTD.
Regulations Governing Election of Directors

Article 1: The election of directors of the Company shall be conducted in accordance with the provisions of these Regulations.

Article 2: The election of directors of the Company shall be conducted at the shareholders' meeting.

Article 3: Any person with legal capacity may be elected as a director of the Company in accordance with the provisions of these Regulations.

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

Article 3-1: More than half of the directors shall be persons who have neither a spousal relationship nor a relationship within the second degree of kinship with any other director.

Article 4: The cumulative voting method shall be used for election of the directors at this Corporation. Each share will have voting rights in number equal to the directors to be elected, and may be cast for a single candidate or split among multiple candidates.

The election of directors of the Company shall adopt the candidate nomination system from the time period specified in the Company's Articles of Incorporation. Shareholders holding more than 1% of the total number of issued shares and the Board of Directors may separately submit lists of candidates for general directors and independent directors. After the Board of Directors reviews the required qualifications, the lists shall be submitted to the shareholders' meeting, where the shareholders shall elect directors from the respective lists of candidates for general directors and independent directors.

Matters related to the director nomination acceptance manner and public announcements shall be in accordance with applicable provisions of the Company Act and the Securities and Exchange Act.

Article 4-1: Director ballots shall be cast for independent directors and general directors in a single election, counted separately, and the elected persons shall be determined separately.

Article 4-2: When the number of directors falls below five due to the dismissal of a director for any reason, the Company shall hold a by-election to fill the vacancy at its next shareholders meeting. When the number of directors falls short by one third of the total number prescribed in the Company's Articles of Incorporation, the Company shall call a special shareholders meeting within 60 days from the date of occurrence to hold a by-election to fill the vacancies.

Article 4-3: If the number of independent directors falls below the number required under the proviso to Paragraph 1 of Article 14-2 of the Securities and Exchange Act and the relevant regulations of the Taiwan Stock Exchange Corporation Rules Governing the Review of Listings, a by-election shall be held at the next shareholders' meeting; if all independent directors are dismissed, a special shareholders' meeting shall be convened within 60 days from the date of occurrence to hold a by-election.

Article 5: The directors of the Company shall, according to the number of seats prescribed in the Articles of Incorporation and based on the ballot counting results, be elected separately as independent directors and general directors by those receiving the highest numbers of voting rights represented by the ballots. If two or more persons receive the same number of voting rights and the number exceeds the prescribed quota, the matter shall be determined by drawing lots among those with the same number of voting rights, and the chairperson shall draw on behalf of any person not present.

If, upon verification, an elected director is confirmed to have personal information that is inconsistent, or if the election becomes invalid pursuant to the relevant laws and regulations, the vacancy shall be announced and filled at the same shareholders' meeting

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by the unelected candidate who received the next highest number of votes in the original election.

Article 6: The Board of Directors shall print the ballots, and in addition to being affixed with the Company seal, the ballots shall also state the voter's shareholder account number and the number of voting rights.

Article 7: Before the election begins, the chairperson shall designate a number of scrutineers and vote counters to perform the relevant duties, provided that the scrutineers shall be shareholders.

Article 8: The ballot boxes shall be prepared by the Board of Directors and shall be opened for public inspection by the scrutineers before voting.

Article 9: If the candidate is a shareholder, the voter shall fill in the candidate's account name and shareholder account number in the "Candidate" column of the ballot; if the candidate is not a shareholder, the voter shall fill in the candidate's name and identification document number. However, when a government or juristic-person shareholder is a candidate, the candidate account name column of the ballot shall be filled in with the name of such government or juristic person, and may also be filled in with the name of such government or juristic person and the name of its representative; where there are several representatives, the names of the representatives shall be filled in separately.

Article 10: A ballot shall be deemed invalid under any of the following circumstances:

(1) A ballot not prescribed under these Regulations.
(2) A blank ballot is placed in the ballot box.
(3) Illegible handwriting.
(4) Any alteration to the filled-in candidate's name, account number, or allocated voting rights.
(5) Where the filled-in candidate is a shareholder and the account name or shareholder account number does not match the shareholder register, or where the filled-in candidate is not a shareholder and the name or national identification card number does not match upon verification.
(6) Any words are written in addition to the candidate's account name (name) or shareholder account number (national identification card number) and the allocated voting rights.
(7) The number of candidates filled in exceeds the prescribed number of persons to be elected.
(8) The total number of allocated voting rights exceeds the number of voting rights held by the voter.
(9) Under the candidate nomination system, the filled-in director candidate is not included in the list of director candidates.

Article 11: When the total number of allocated voting rights is less than the number of voting rights held by the voter, the reduced number of voting rights shall be deemed abstained.

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

Article 12: After voting is completed, the ballots shall be opened and counted on the spot, and the chairperson shall announce the list of elected directors and the number of voting rights with which they were elected.

Article 13: Any matters not provided for in these Regulations shall be handled in accordance with the Company Act, the Company's Articles of Incorporation, and relevant laws and regulations.

Article 14: These Procedures, and any amendments hereto, shall be implemented after approval by a shareholders meeting.

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Appendix IV

RECHI PRECISION CO., LTD.

Director Shareholding Schedule

Date: April 14, 2026

Title Name Shareholding
Number of shares
Chairman Sampo Corporation
Representative.: CHEN, SHENG TIEN 143,180,160
Vice chairman Sampo Corporation
Representative: YANG, CHENG MING
Director Sampo Corporation
Representative.: FENG, MING FA
Director Chumpower Machinery Corp.
Representative: CHEN, SHENG CHUAN 6,147,762
Director Sharp Corporation
Representative: AKIHISA MASUO 22,771,289
Director China Steel Corporation
Representative: LIU, HUNG YI 23,002,022
Independent director SU, CHING YANG 0
Independent director CHEN, SHENG WANG 0
Independent director HUANG, BAO HUEI 0
Subtotal of shares held by all directors 195,101,233
Minimum number of shares to be held by all directors 16,000,000

Note: As of the record date, the capital includes 494,895,105 shares.