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Ruby Tech Corporation AGM Information 2026

Jun 9, 2026

72751_rns_2026-06-09_f12f9bce-45ed-47f6-a0a9-a41d569061d7.pdf

AGM Information

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Stock Code:8048

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RUBY TECH

RUBY TECH CORPORATION

2026 Annual General Meeting

Meeting Handbook

Convening Method of the Shareholders' Meeting: Physical Shareholders' Meeting

Date of the Shareholders' Meeting: 9:00 a.m., June 9, 2026 (Tuesday)

Location of the Shareholders' Meeting: Nangang Software Park

(International Convention Center, 2F, Building A, No. 19-10, Sanchong Rd., Nangang Dist., Taipei City)


Ruby Tech Corporation
Table of Contents of the Handbook for the 2026 Annual General Meeting

Page No.

I. Meeting Procedure ... 1
II. Meeting Agenda ... 2
1. Reported Matters ... 3
2. Acknowledged Matters ... 5
3. Matters for Discussion ... 7
4. Extemporary Motions ... 9
III. Attachments
1. 2025 Business Report ... 10
2. Audit Committee’s Review Report ... 14
3. Information on Investment in China ... 15
4. Report on the Correlation Between Performance Evaluation and Remuneration for Directors and Managers ... 16
5. Independent Auditors’ Report and 2025 Parent Company Only Financial Statements ... 18
6. Independent Auditors’ Report and 2025 Consolidated Financial Statements ... 26
7. 2025 Earnings Distribution Statement ... 34
8. Comparison Table for Amendments to the “Articles of Incorporation” ... 35
9. Comparison Table for Amendments to the “Procedures for Acquisition and Disposal of Assets” ... 37
IV. Appendices
1. Articles of Incorporation (Before Amendment) ... 41
2. Rules of Procedure for Shareholders’ Meetings ... 48
3. Shareholding of Directors ... 60
4. Explanation of shareholders’ meeting proposals ... 61


1

Ruby Tech Corporation
Procedures for the 2026 Annual General Meeting

I. Call the Meeting to Order
II. Chairman's Remarks
III. Reported Matters
IV. Acknowledged Matters
V. Matters for Discussion
VI. Extemporary Motions
VII. Adjournment


Ruby Tech Corporation
Agenda for the 2026 Annual General Meeting

Convening Method: Physical Shareholders' Meeting
Time: 9:00 a.m., June 9, 2026 (Tuesday)
Location: Nangang Software Park
Address: International Convention Center, 2F, Building A, No. 19-10, Sanchong Rd., Nangang Dist., Taipei City

I. Report the Number of Shares Present and Announce the Start of the Meeting
II. Chairman's Remarks
III. Reported Matters
(I) The Company's 2025 Business Report
(II) The Company's Audit Committee's Review Report on the 2025 Financial Statements
(III) The Company's Report on the Company's Investment in China
(IV) The Company's Report on the Distribution of Employees' and Directors' Remuneration
(V) The Company's Report on the Correlation Between Performance Evaluation and Remuneration of Directors and Managers

IV. Acknowledged Matters
(I) The Company's 2025 Business Report and Financial Statements
(II) The Company's 2025 Earnings Distribution Proposal

V. Matters for Discussion
(I) The Company's 2025 Issuance of New Shares from Capitalization of Earnings
(II) The Company's Amendment to the "Articles of Incorporation"
(III) The Company's Amendment to "Procedures for Acquisition and Disposal of Assets"

VI. Extemporary Motions
VII. Adjournment

2


Reported Matters

Case 1

Subject: The Company’s 2025 Business Report is hereby submitted for your review.

Explanatory Notes: For the Company’s 2025 Business Report, please refer to Attachment 1 on pages 10-13 of this handbook.

Case 2

Subject: The Company’s Audit Committee’s Review Report on the 2025 Financial Statements is hereby submitted for your review.

Explanatory Notes: For the Audit Committee’s Review Report, please refer to Attachment 2 on page 14 of this handbook.

Case 3

Subject: The Company’s report on the Company’s Investment in China is hereby submitted for your review.

Explanatory Notes:

  1. As of December 31, 2025, the Company’s indirectly invested amount approved by the Ministry of Economic Affairs Investment Commission in China totaled USD 1,650,000, which has been fully executed.
  2. For Information on Investment in China, please refer to Attachment 3 on page 15 of this handbook.

Case 4

Subject: The Company’s Report on the Distribution of Employees’ and Directors’ Remuneration is hereby submitted for your review.

Explanatory Notes:

  1. The Company’s pre-tax net profit (before deducting employees’ and directors’ remuneration) for 2025 is NT$ 204,512,001. According to the Company’s Articles of Incorporation, 2% of pre-tax net profit, calculated at NT$ 4,090,240, is allocated as directors’ remuneration, and 10%, calculated at NT$ 20,451,200, is allocated as employees’ remuneration, all of which will be paid in cash.
  2. Out of the aforementioned employees' remuneration, 14.5%, amounting to NT$ 2,965,424, is allocated as remuneration for entry-level employees.

4

Case 5

Subject: The Company’s Report on the Correlation Between Performance Evaluation and Remuneration of Directors and Managers is hereby submitted for your review.

Explanatory Notes: For the Report on the Correlation Between Performance Evaluation and Remuneration of Directors and Managers, please refer to Attachment 4 on page 16-17 of this handbook.


Acknowledged Matters

Case 1

(Proposed by the Board of Directors)

Subject: The Company’s 2025 Business Report and Financial Statements is hereby submitted for acknowledgment.

Explanatory Notes:

  1. The Company’s 2025 business report, parent company only financial statements, and consolidated financial statements have been prepared by our Board of Directors. The parent company only financial statements and consolidated financial statements have been audited and certified by Deloitte Taiwan CPAs Lin, Shu-Ju and Chang, Chun-Yi, who issued unqualified audit reports. The business report, along with the financial statements, has been reviewed by the Audit Committee.

  2. For the Company’s 2025 Business Report, Independent Auditors’ Report, and aforementioned Financial Statements, please refer to Attachment 1, Attachment 5, and Attachment 6 on pages 10-13 and pages 18-33 of this handbook.

  3. It is hereby submitted for acknowledgment.

Resolution:


Case 2
(Proposed by the Board of Directors)

Subject: The Company’s 2025 Earnings Distribution Proposal is hereby submitted for acknowledgment.

Explanatory Notes:

  1. The Company’s total profit for the year 2025 amounted to NT$ 153,857,041. In accordance with the Company’s Articles of Incorporation, the 2025 Earnings Distribution Statement has been prepared. Please refer to Attachment 7 on page 34 of this handbook. Regarding the distribution of dividends to shareholders, it is proposed to distribute a stock dividends of NT$ 0.3 per share and a cash dividends of NT$ 2.0 per share. If the total number of outstanding issued shares is affected due to share buybacks by the Company or other legal factors, causing changes in the shareholder’s stock dividend and cash dividend rates, the Board of Directors is authorized to adjust the shareholder’s stock dividend and cash dividend rates, as well as related matters.

  2. For this cash dividend distribution, the amount will be rounded to the nearest whole number. The total amount of cash dividends less than NT$ 1 will be adjusted and remitted to the Company and recorded as other income.

  3. The date for distributing this profit allocation and other related matters will be fully handled by the Board of Directors upon approval by the Annual General Meeting.

  4. It is hereby submitted for acknowledgment.

Resolution:

6


Matters of Discussion

Case 1

(Proposed by the Board of Directors)

Subject: The Company’s 2025 Issuance of New Shares from Capitalization of Earnings is hereby submitted for discussion.

Explanatory Notes:

  1. To enrich its operating funds, the Company plans to conduct a capital increase through capitalization of earnings. From the 2025 distributable earnings, NT$ 17,311,720 will be capitalized, with each share having a par value of NT$ 10, and 1,731,172 new shares will be issued.

  2. The newly issued shares from this capitalization of earnings will all be ordinary shares with a par value of NT$ 10 each. For every 1,000 shares held, 30 new shares will be distributed without consideration. If the total number of outstanding shares is affected by share buybacks or other factors due to legal requirements, the Board of Directors is authorized to adjust the distribution ratio and related matters accordingly. If any fractional shares remain after the distribution, shareholders may combine them into whole shares within 5 days after the book closure date by contacting the Company’s share transfer agent. Any unclaimed fractional shares will be paid in cash based on the par value (rounded down to the nearest NT dollar) in accordance with Article 240 of the Company Act. The Chairman is authorized to solicit specific persons to subscribe to the fractional shares at par value. Since the Company’s shares are issued in dematerialized form and registered with the securities centralized depository, any cash proceeds from fractional shares will be used to cover the necessary expenses for dematerialized distribution and other related costs.

  3. The rights and obligations of the newly issued shares in this capital increase are the same as those of the ordinary shares already issued, and they will be issued in dematerialized form.

  4. This capital increase plan will be implemented after being approved by the Annual General Meeting and the competent authority. The Board of Directors is authorized to set the ex-rights record date.

  5. If any changes are required by laws, regulations, or competent authorities regarding the aforementioned capital increase matters, the Board of Directors is authorized to handle them accordingly.

  6. It is hereby submitted for discussion.

Resolution:

7


8

Case 2
(Proposed by the Board of Directors)

Subject: The Company’s Amendment to the “Articles of Incorporation” is hereby submitted for discussion.

Explanatory Notes:
1. To attract and retain the talent required by the Company, motivate employees, and enhance employee loyalty to jointly create value for the Company and its shareholders, it is proposed to adjust the upper limit of the employee remuneration allocation ratio to 15%.
2. The partial amendments to the “Articles of Incorporation” are proposed. For the comparison table of the amended articles, please refer to Attachment 8 on page 35-36 of this handbook.
3. It is hereby submitted for discussion.

Resolution:

Case 3
(Proposed by the board of directors)

Subject: The Company’s Amendment to the “Procedures for Acquisition and Disposal of Assets” is hereby submitted for discussion.

Explanatory Notes:
1. In accordance with the letter No. 1140067028 from the Taipei Exchange, partial amendments to the “Procedures for Acquisition and Disposal of Assets” are proposed.
2. For the Comparison Table for Amendments to the “Procedures for the Acquisition and Disposal of Assets,” please refer to Attachment 9 on pages 37-40 of this handbook.
3. It is hereby submitted for discussion.

Resolution:


9

Extemporary Motions

Adjournment


Attachment 1

Ruby Tech Corporation
2025 Business Report

I. Business Policy, Implementation Overview and Business Plan Implementation Results:

In 2025, the Company’s product development strategy continued to focus on building a comprehensive product line and technology service platform. It successfully developed and launched a series of 22 products, including carrier-grade network management switches, 802.3bt PoE++ L3 managed switches, Multi-Gig/10G/25G/40G/100G stackable advanced L3 managed switches, Low Earth Orbit (LEO) satellite communication server, and all 10G/25G/40G fiber optic switches. To consider product competitiveness, component commonality and cost-effectiveness were considered in the early design stage. The newly developed products have significantly lower costs compared to the previous generation, making the Company’s products more price-competitive in the market. In terms of business, in addition to continuously developing ODM customers and telecom operators in Europe and America, the Company has also begun to develop industrial and various vertical application customer groups. With a relatively complete product line and the continuous launch of more competitive new products, along with the introduction of precision marketing, the Company has made significant progress in acquiring new customers. The consolidated annual revenue was NT$ 1,010,651 thousand, and the consolidated net profit after tax was NT$ 153,857 thousand.

Sales

Switch revenue increased by 1% compared to the previous year, and sales volume increased by 7%, as major customers have gradually depleted their inventory and demand for large projects led to a recovery in new orders. Fiber optic converter revenue and sales volume decreased by 16% and 25%, respectively, due to decreased demand for large projects from some customers. Fiber optic interface card revenue and sales volume decreased by 36% and 48%, respectively, due to decreased demand from government projects from customers in the United States. With the introduction of precision marketing, the Company has made significant progress in acquiring new customers. Additionally, by thoroughly analyzing the product and service needs of existing customers, the Company improved its service quality and rapidly expanded the quality of existing orders.

Research and Development

The Company’s R&D focus was on developing a competitive and comprehensive product line and technology service platform to provide customers with a one-stop shopping experience and increase customer stickiness and loyalty. A total of 22 products were developed and successfully entered trial/mass production:


(1) 8-P PoE(15W)+2-P 1G RJ45/SFP L3 advanced network managed switch
(2) Industrial 6-P PoE++(90W) 1G RJ45+2-P PoE++(90W) 2.5G RJ45 + 2-P 10G SFP+ L3 advanced network managed switch
(3) 24-P PoE+(30W) 2.5G RJ45 + 24-P PoE++(90W) 2.5G RJ45 + 4-P 10GSFP + 2-P 40GQSFP+ L3 Ultra High-Speed advanced network managed switch
(4) 24-P PoE+(30W) 1G RJ45+2-P 1G RJ45/SFP intelligent network managed switch
(5) 8-P 1G RJ45+2-P 1G RJ45/SFP network managed switch
(6) 8-P PoE(15W) 1G RJ45+2-P 1G RJ45/SFP network managed switch
(7) 24-P PoE(15W) 1G RJ45 + 2-P 1G RJ45/SFP network managed switch
(8) 24-P 1G RJ45 + 4-P 10G SFP+ L3 advanced network managed switch
(9) 24-P PoE+(30W) 1G RJ45 + 4-P 10G SFP+ L3 advanced network managed switch
(10) 24-P 1G RJ45 + 4-P 10G SFP+ L3 advanced network managed switch
(11) 20-P 1G SFP + 4-Port 1G RJ45/SFP + 4-P 10G SFP+ L3 advanced network managed fiber switch
(12) 12-P PoE++(90W) 1G RJ45 + 12-P PoE++(90W) 2.5G RJ45 + 4-P 10G SFP+ L3 advanced network managed switch
(13) 16-P PoE(15W) 1G RJ45 + 2-P 1G RJ45/SFP intelligent network managed switch
(14) 20-P 1G SFP + 4-P 1G RJ45/SFP + 4-P 10G SFP+ L3 advanced network managed fiber switch
(15) 12-P 10G SFP+ + 2-P 25G SFP28 L3 Ultra High-Speed network managed fiber switch
(16) 24-P 1G RJ45 + 4-P 10G SFP+ L3 advanced network managed switch
(17) 48-P PoE+(30W) 1G RJ45 + 4-P 10G SFP+ L3 advanced network managed switch
(18) Industrial 2-P PoE++(90W) 1G RJ45 +2-P 1G SFP outdoor network managed switch
(19) 8-P PoE(30W) 1G RJ45 basic managed switch
(20) Industrial 8-P PoE+ (30W) 1G RJ45 + 2-P 1G SFP L3 advanced network managed fiber switch
(21) 20-P 1G SFP + 4-P 1G RJ45/SFP + 4-P 10G SFP+ L3 advanced network managed fiber switch
(22) 24-P 1G RJ45 + 2-P 1G SFP basic managed switch

11


12

Manufacturing

To emphasize cost control of components, a cost reduction project team was established to regularly review and implement various cost reduction proposals. In order to meet customers' demand for stable delivery dates and cost competitiveness, the Company continues to implement ISO9001, strictly controlling product quality and delivery dates; and strengthening the production and sales coordination mechanism and planned material/production functions, continuously optimizing order management and material management.

Management

Continuously reviewing the efficiency and effectiveness of product development, and implementing personnel performance management accordingly; also continue to strengthen accounting, gross margin analysis, product, customer and salesperson management. The Company has officially obtained ISO27001 and ISO27034 information security certifications, and has also conducted the greenhouse gas inventory for individual entities in accordance with ISO 14064-1. These efforts provide the Company with more opportunities to be certified and adopted by medium and large customers, further strengthening the Company's competitiveness.

II. Budget Execution:

The Company was not required to publicly disclose financial forecasts for 2025.

III. Analysis of Financial Revenue and Expenditure and Profitability

Unit: NT$ thousand

| Year
Analysis Item | 2025 Consolidated | | 2024 Consolidated | | Annual Increase (Decrease) Rate |
| --- | --- | --- | --- | --- | --- |
| | Amount | % | Amount | % | % |
| Operating revenue | $ 1,010,651 | 100.00 | $ 1,018,413 | 100.00 | (0.76) |
| Operating gross profit | 350,357 | 34.67 | 320,055 | 31.43 | 9.47 |
| Net operating profit | 162,541 | 16.08 | 139,128 | 13.66 | 16.83 |
| Profit before tax | 179,970 | 17.81 | 168,314 | 16.53 | 6.93 |
| Net profit of the year | 153,857 | 15.22 | 136,402 | 13.39 | 12.80 |
| Total comprehensive income (loss) | 142,919 | 14.14 | 111,003 | 10.90 | 28.75 |
| Earnings per Share (NT$) | 2.67 | | 2.36 | | |


IV. Research and Development Status

The 2025 product R&D strategy is based on the series of products developed in 2024, with added software and hardware functionalities to extend the design upwards into project-specific network management switches, while also enabling the design of lower-cost switches by scaling down. Additionally, to meet the demands of the higher growth potential 5G infrastructure application market, the industrial-grade smart application market, and the satellite communication applications market, we are developing various switches with leading market specifications to build a comprehensive and competitive product line that allows customers to make one-time purchases and choose from a wide range of options, thereby increasing customer stickiness and loyalty. The related application platforms for network products have also been officially launched and are operational, with new features being developed in response to customer needs, enabling customers to address rapidly changing market demands and enhancing product competitiveness. All products developed this year have been trial/mass-produced and shipped on schedule.

Chairman: Lin, Kuan-Ming
General Manager: Young, Yu-Che
Accounting Supervisor: Chen, Yun-Chen

13


Attachment 2

Ruby Tech Corporation

Audit Committee's Review Report

The Board of Directors has submitted the Company's parent company only financial statements and consolidated financial statements for 2025, which have been audited by Deloitte Taiwan CPAs Lin, Shu-Ju and Chang, Chun-I, who have issued an audit report stating that they fairly present the Company's financial position, operating results, and cash flows. Along with the business report and earnings distribution statement, the Audit Committee has reviewed and found no irregularities. This report, which is in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, is hereby submitted for your inspection.

Ruby Tech Corporation

Audit Committee Convener: Huang, Chin-Tan

March 11, 2026


Attachment 3

Ruby Tech Corporation

Information on Investment in China

2025

Unit: Unless otherwise stated, amounts are in NT$ thousand

Name of the Invested Company in China Major Business Activity Paid-In Capital Method of Investments Accumulated Investment Amount Remitted From Taiwan at the Beginning of the Period Amount of Investments Exported or Recovered This Period Accumulated Investment Amount Remitted From Taiwan at the end of the Period (Note 2) Profit (Loss) of the Invested Company for the Period The Company's Direct or Indirect Investment Shareholding Ratio Investment Profit (Loss) Recognized for the Period (Note 3) Ending Investment Carrying Amount (Note 3) Cumulative Investment Income Repatriated up to the Current Period
Exported Recovered
Ruby Tech (Beijing) Co., Ltd. Computer peripheral equipment trading business. $ 53,471 (Note 1) $ 53,471 $ - $ - $ 53,471 ($ 2) 100% ($ 2) $ 28,823 $ -
Accumulated investment amount remitted from Taiwan to China at the end of the period (Note 2) Investment amount approved by the Investment Commission of the Ministry of Economic Affairs (Note 2) Limit of investment in China in accordance with the regulations of the Investment Commission of the Ministry of Economic Affairs (Note 4)
--- --- ---
$ 53,471 (USD1,650,000) $ 53,471 (USD1,650,000) $ 700,670

Note 1: Reinvested in China through Grand Impact Technology Limited.
Note 2: Investments denominated in foreign currencies were recorded using the exchange rates prevailing at the time of the transactions.
Note 3: Recognized based on the financial statements audited by the certified public accountants engaged by the Company in Taiwan.
Note 4: The investment limit is the higher of 60% of net worth or NT$ 80 million.


Attachment 4

Ruby Tech Corporation

Report on the Correlation Between Performance Evaluation and Remuneration for Directors and Managers

Performance evaluation results of individual directors and managers, and explanation of the correlation and reasonableness between the content and amount of individual remuneration and performance evaluation results:

I. Explanations of Performance Evaluation Standards and Results

  1. In 2025, the Company's directors conducted performance evaluations in accordance with the "Board of Directors Performance Evaluation Procedures":

(1) The Board's internal self-evaluation was based on five major evaluation criteria: "Participation in the Company's Operations," "Enhancing the Quality of Board Decisions," "Board Composition and Structure," "Selection and Continuing Education of Directors," and "Internal Control."

Evaluation results: The converted score is 98 points.

The Company's directors adhere to the diversity policy of corporate governance and continue to receive training to enhance their professional knowledge; they also actively attend board meetings, participate in decision-making discussions, understand and supervise the Company's risks, and fully fulfill the functions of the Board of Directors.

(2) Director members (self or peer) conducted evaluations based on six major evaluation criteria: "Grasp of Company Goals and Tasks," "Awareness of Directors' Responsibilities," "Participation in Company Operations," "Internal Relationship Management and Communication," "Directors' Expertise and Continuing Education," and "Internal Control."

Evaluation results: The converted score ranges from 96 to 99 points.

The Company's directors have a clear grasp of the Company's goals and tasks, fully recognize their responsibilities as directors, actively and effectively participate in the Company's operations, maintain good communication with the management team, other directors, and certified public accountants, continue to receive training, and effectively evaluate and supervise the effectiveness of internal control risk management, fully fulfilling their duties as directors.


  1. The Company’s managers conducted performance evaluations for the first and second half of 2025 in accordance with the “Performance Appraisal Regulations”:

Based on the “Employee Performance Appraisal Form,” evaluations were conducted using three major evaluation criteria: “Attendance,” “Goal Management,” and “Work Performance and Service Spirit.”

Evaluation results: The ratings range from “A” to “A+”.

II. Correlation and reasonableness between the content and amount of individual remuneration and performance evaluation results:

The remuneration for the Company’s directors is linked to the profitability of the year, taking into account future operational risks and development trends to determine the appropriation amount, and individual amounts are distributed based on the performance evaluation results. The appropriation of directors’ remuneration is stipulated in Article 26 of the Company’s Articles of Incorporation as follows:

In case the Company makes a profit in the current year (referring to the net profit before tax after deducting employees’ and directors’ remuneration), 7% to 10% shall be allocated as the employees’ remuneration and no more than 2% as directors’ remuneration. However, when the Company has accumulated losses (including adjustment on non-distributed earnings), the loss should offset first from profits.

At least 5% of the employees’ remuneration in the preceding paragraph shall be allocated to non-executive employees. The employees’ remuneration may be allocated in the form of cash or in the form of shares, and the recipients may include employees of the Company’s subsidiaries meeting specific requirements set by the Board.

Both employees’ and directors’ remuneration shall be resolved by the Board of Directors and reported to the shareholders’ meeting.

In addition to the fixed monthly salary for the Company’s managers, their year-end bonuses and employee compensation are linked to the Company’s profit for the year, taking into account future operational risks and development trends, and individual amounts are granted based on performance evaluation results; the appropriation of employee compensation is stipulated in Article 26 of the Company’s Articles of Incorporation as mentioned above.

17


Attachment 5

INDEPENDENT AUDITORS' REPORT

Ruby Tech Corp.

Audit Opinion

We have audited the accompanying parent company only balance sheet of Ruby Tech Corp. as of December 31, 2025 and 2024, and the parent company only statement of comprehensive income, parent company only statement of changes in equity, parent company only statement of cash flows for the years then ended January 1, 2025 to December 31, 2025 and January 1, 2024 to December 31, 2024, as well as the notes to the parent company only financial statements and a summary of significant accounting policies.

In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of Ruby Tech Corp. as of December 31, 2025 and 2024, 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 conduct our audit in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of Ruby Tech Corp. in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the "Norm"), and we have fulfilled our other ethical responsibilities in accordance with the Norm. 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 of Ruby Tech Corp. for the year ended December 31, 2025. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

The key audit matters relating to the parent company only financial statements of Ruby Tech Corp. for the year ended December 31, 2025 are stated as follows:


19

Revenue Recognition from Specific Customers

Management is under pressure to achieve forecasted financial targets, and therefore auditing standards presume a risk of fraud in revenue recognition. For the year ended December 31, 2025, revenue from sales to specific customers of Ruby Tech Corp. amounted to $652,896 thousand, representing approximately 65% of total operating revenue. We consider the occurrence of revenue from sales to specific customers to be a significant risk and have therefore identified it as a key audit matter. For accounting policies on revenue recognition, please refer to Note 4(12) to the parent company only financial statements.

The primary audit procedures performed were as follows:

  1. We understood and tested the design and operating effectiveness of key internal controls over the revenue recognition process.
  2. We selected samples from sales transactions with specific customers, agreed them to external supporting documents such as customer orders and customs declarations, and examined subsequent receipts to assess the occurrence of the sales transactions.

Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements

Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal 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, management is responsible for assessing the ability of Ruby Tech Corp. to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate Ruby Tech Corp. or to cease its operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the financial reporting process of Ruby Tech Corp.

Auditors' Responsibilities for the Audit of the Parent Company Only Financial Statements

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


or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.

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

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

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of Ruby Tech Corp.

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

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

  5. Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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

20


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

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

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

The engagement partners on the audits resulting in this independent auditors' report are Lin, Shu-Ju and Chang, Chun-I.

Deloitte & Touche
Taipei, Taiwan
Republic of China
March 11, 2026

Notice to Reader

For the convenience of readers, this report has been translated into English from the original Chinese version. The English version has not been audited or reviewed by independent auditors. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors' report and parent company only financial statements shall prevail.

21


RUBY TECH CORPORATION

PARENT COMPANY ONLY BALANCE SHEETS

December 31, 2025 and 2024

Unit: NT$ thousand

Code Assets December 31, 2025 December 31, 2024
Amount % Amount %
Current Assets
1100 Cash and cash equivalents (Notes 4 and 6) $ 353,105 24 $ 268,962 19
1110 Current financial assets measured at fair value through profit or loss (Notes 4 and 7) 28,013 2 23,464 2
1120 Current financial assets measured at fair value through other comprehensive income (Notes 4 and 8) 72,011 5 80,431 6
1136 Current financial assets measured at amortized cost (Notes 4, 9 and 31) 382,800 27 353,750 25
1150 Notes receivable (Notes 4 and 10) - - 528 -
1170 Accounts receivable (Notes 4, 10 and 23) 168,214 12 183,498 13
1200 Other receivables (Notes 4 and 10) 6,047 - 4,059 -
1220 Income tax receivable for the current period (Notes 4 and 25) 162 - 162 -
130X Inventories (Notes 4, 5, and 11) 128,156 9 165,551 12
1470 Other current assets (Note 16) 6,549 - 7,903 1
11XX Total current assets 1,145,057 79 1,088,308 78
Non-Current Assets
1550 Investments accounted for using the equity method (Notes 4 and 12) 28,823 2 28,796 2
1600 Property, plant and equipment (Notes 4 and 13) 243,665 17 250,107 18
1755 Right-of-use assets (Notes 4 and 14) 7,032 1 1,639 -
1780 Other intangible assets (Notes 4 and 15) 4,493 - 4,825 1
1840 Deferred income tax assets (Notes 4 and 25) 9,089 1 11,903 1
1975 Net defined benefit assets - non-current (Notes 4 and 20) 2,746 - - -
1990 Other non-current assets (Note 16) 4,036 - 3,520 -
15XX Total non-current assets 299,884 21 300,790 22
1XXX Total Assets $ 1,444,941 100 $ 1,389,098 100
Code Liabilities and Equity
Current Liabilities
2130 Contract liabilities - current (Notes 4 and 23) $ 27,350 2 $ 26,431 2
2150 Notes payable (Note 17) 61,236 4 48,901 4
2170 Accounts payable (Note 17) 64,820 5 47,893 3
2219 Other payables (Note 18) 92,120 7 96,098 7
2230 Income tax payable for the current period (Notes 4 and 25) 19,561 1 12,247 1
2250 Liability provisions - current (Notes 4 and 19) 1,487 - 2,193 -
2280 Current lease liabilities (Notes 4 and 14) 4,301 - 1,649 -
2399 Other current liabilities (Note 18) 2,467 - 2,347 -
21XX Total current liabilities 273,342 19 237,759 17
Non-Current Liabilities
2570 Deferred income tax liabilities (Notes 4 and 25) 1,042 - 1,335 -
2580 Lease liabilities - non-current (Notes 4 and 14) 2,748 - - -
2640 Net defined benefit liabilities - non-current (Notes 4 and 20) - - 214 -
2670 Other non-current liabilities (Note 18) 25 - 24 -
25XX Total non-current liabilities 3,815 - 1,573 -
2XXX Total Liabilities 277,157 19 239,332 17
Equity (Notes 21 and 27)
3110 Capital - common stock 577,058 40 577,838 42
3200 Capital surplus 39,460 3 38,969 3
Retained earnings
3310 Legal reserve 225,303 16 210,984 15
3320 Special reserve 14,229 1 - -
3350 Undistributed earnings 340,249 23 338,545 24
3300 Total retained earnings 579,781 40 549,529 39
3400 Other equity interest ( 28,515 ) ( 2 ) ( 14,229 ) ( 1 )
3500 Treasury shares (Note 22) - - ( 2,341 ) -
3XXX Total Equity 1,167,784 81 1,149,766 83
Total Liabilities and Equity $ 1,444,941 100 $ 1,389,098 100

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


RUBY TECH CORPORATION

PARENT COMPANY ONLY STATEMENT OF COMPREHENSIVE INCOME

For the years ended December 31, 2025 and 2024

Unit: NT$ thousand Except Earnings Per Share (NTD dollars)

Code 2025 2024
Amount % Amount %
Operating Revenue (Notes 4, 23 and 30)
4100 Sales revenue $ 979,053 97 $ 987,889 97
4800 Other operating revenue 31,598 3 30,524 3
4000 Total operating revenue 1,010,651 100 1,018,413 100
Operating Costs (Notes 4, 11, 20, 24 and 27)
5110 Cost of goods sold 630,956 62 676,413 67
5800 Other operating costs 29,338 3 21,945 2
5000 Total operating costs 660,294 65 698,358 69
5900 Gross Profit 350,357 35 320,055 31
5910 Unrealized Sales Profit ( 21 ) - ( 21 ) -
5920 Realized Sales Profit 21 - 21 -
5950 Gross Operating Profit Realized 350,357 35 320,055 31
Operating Expenses (Notes 20, 24 and 27)
6100 Marketing expenses 60,514 6 58,751 6
6200 Administrative expenses 41,610 4 38,005 3
6300 Research and development expenses 83,780 9 82,206 8
6450 Expected credit impairment losses (reversal gains) (Note 10) 10 - ( 37 ) -
6000 Total operating expenses 185,914 19 178,925 17
6900 Operating Net Profit 164,443 16 141,130 14
Non-Operating Income and Expenses (Note 24)
7010 Other income 2,378 1 2,341 -
7020 Other gains and losses 1,264 - 12,687 1
7050 Finance costs ( 56 ) - ( 48 ) -
7070 Share of losses of subsidiaries accounted for using the equity method ( 2 ) - ( 44 ) -
7100 Interest income 11,943 1 12,248 1
7000 Total non-operating income and expenses 15,527 2 27,184 2
7900 Net Profit Before Tax 179,970 18 168,314 16
7950 Income Tax Expense (Notes 4 and 25) 26,113 3 31,912 3
8200 Net Profit for the Current Year 153,857 15 136,402 13
Other Comprehensive Income (Loss) (Notes 20 and 21)
8310 Items that will not be reclassified subsequently to profit or loss:
8311 Remeasurement of defined benefit plans 1,949 - 3,635 1
8316 Unrealized gains (losses) on investments in equity instruments measured at fair value through other comprehensive income ( 12,520 ) ( 1 ) ( 29,130 ) ( 3 )
8349 Income tax related to items that may not be reclassified (Notes 4 and 25) ( 390 ) - ( 727 ) -
( 10,961 ) ( 1 ) ( 26,222 ) ( 2 )
8360 Items that may be reclassified subsequently to profit or loss:
8361 Exchange differences on translation of foreign operations 29 - 1,028 -
8399 Income tax related to items that may be reclassified (Notes 4 and 25) ( 6 ) - ( 205 ) -
23 - 823 -
8300 Other comprehensive income (after tax) for the year ( 10,938 ) ( 1 ) ( 25,399 ) ( 2 )
8500 Total Comprehensive Income for the Year $ 142,919 14 $ 111,003 11
Earnings Per Share (Note 26)
9750 Basic $ 2.67 $ 2.36
9850 Diluted $ 2.65 $ 2.35

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


RUBY TECH CORPORATION

PARENT COMPANY ONLY STATEMENT OF CHANGES IN EQUITY

For the years ended December 31, 2025 and 2024

Unit: NT$ thousand

Code Capital – Common Stock Capital Surplus Retained Earnings Exchange Differences on Translation of Foreign Operations Unrealized Gains (Losses) On Financial Assets Measured at Fair Value Through Other Comprehensive Income Treasury Shares Total Equity
Share Premium Received Gift(s) Treasury Share Transactions Employee Stock Options Legal Reserve Special Reserve Undistributed Earnings
A1 Balance as of January 1, 2024 $561,030 $26,756 $173 $12,040 $- $185,474 $- $405,749 ($2,498) $20,455 ($2,341) $1,206,838
Appropriation and distribution of earnings for 2023
B1 Legal reserve - - - - - 25,510 - (25,510) - - - -
B5 Shareholders’ cash dividends - - - - - - - (168,075) - - - (168,075)
B9 Shareholders’ share dividends 16,808 - - - - - - (16,808) - - - -
D1 Net profit for 2024 - - - - - - - 136,402 - - - 136,402
D3 Other comprehensive income (loss) after tax for 2024 - - - - - - - 2,908 823 (29,130) - (25,399)
D5 Total comprehensive income for 2024 - - - - - - - 139,310 823 (29,130) - 111,003
Q1 Disposal of investments in equity instruments at fair value through other comprehensive income - - - - - - - 3,879 - (3,879) - -
Z1 Balance as of December 31, 2024 577,838 26,756 173 12,040 - 210,984 - 338,545 (1,675) (12,554) (2,341) 1,149,766
Appropriation and distribution of earnings for 2024
B1 Legal reserve - - - - - 14,319 - (14,319) - - - -
B3 Special reserve - - - - - - 14,229 (14,229) - - - -
B5 Shareholders’ cash dividends - - - - - - - (126,953) - - - (126,953)
D1 Net profit for 2025 - - - - - - - 153,857 - - - 153,857
D3 Other comprehensive income (loss) after tax for 2025 - - - - - - - 1,559 23 (12,520) - (10,938)
D5 Total comprehensive income for 2025 - - - - - - - 155,416 23 (12,520) - 142,919
L3 Retirement of treasury shares (780) (36) - (1,525) - - - - - - 2,341 -
N1 Issuance of employee stock options - - - - 2,052 - - - - - - 2,052
Q1 Disposal of investments in equity instruments at fair value through other comprehensive income - - - - - - - 1,789 - (1,789) - -
Z1 Balance as of December 31, 2025 $577,058 $26,720 $173 $10,515 $2,052 $225,303 $14,229 $340,249 ($1,652) ($26,863) $- $1,167,784

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


RUBY TECH CORPORATION
PARENT COMPANY ONLY STATEMENT OF CASH FLOWS
For the years ended December 31, 2025 and 2024

Unit: NT$ thousand

Code Cash Flows from Operating Activities 2025 2024
A10000 Net profit before tax for the year $ 179,970 $ 168,314
A20010 Income and expense items:
A20100 Depreciation expense 14,780 14,159
A20200 Amortization expense 1,149 1,528
A20300 Expected credit impairment losses (reversal gains) 10 ( 37)
A20400 Net (gains) losses on financial assets at fair value through profit or loss ( 8,348) 10,330
A20900 Finance costs 56 48
A21200 Interest income ( 11,943) ( 12,248)
A21300 Dividend income ( 1,045) ( 1,355)
A21900 Share-based compensation expense 2,052 -
A22400 Share of losses of subsidiaries accounted for using the equity method 2 44
A22500 Gain on disposal of property, plant and equipment - ( 9)
A23700 (Reversal gain) loss for inventory depreciation and slow-moving inventories ( 12,307) 3,321
A23900 Unrealized sales profit 21 21
A24000 Realized sales profit ( 21) ( 21)
A24100 Unrealized foreign exchange net gains ( 1,928) ( 4,309)
A29900 (Reversal of) provisions for liabilities ( 706) 611
A30000 Net changes in operating assets and liabilities
A31130 Notes receivable 528 3,019
A31150 Accounts receivable 17,552 171,610
A31180 Other receivables ( 293) 29,394
A31200 Inventories 49,702 170,329
A31240 Other current assets 1,383 ( 1,437)
A32125 Contract liabilities - current 919 5,249
A32130 Notes payable 12,335 ( 47,102)
A32150 Accounts payable 16,516 ( 72,820)
A32180 Other payables ( 4,043) ( 26,811)
A32230 Other current liabilities 120 ( 448)
A32240 Net defined benefit plans ( 1,011) ( 8,601)
A33000 Cash generated from operations 255,450 402,779
A33100 Interest income 11,847 12,187
A33300 Interest paid ( 56) ( 48)
A33500 Income tax paid ( 16,674) ( 89,937)
AAAA Net cash flows from operating activities 250,567 324,981
Cash Flows from Investing Activities
B00010 Acquisitions of financial assets at fair value through other comprehensive income ( 13,358) ( 47,733)
B00020 Disposal of financial assets at fair value through other comprehensive income 7,659 13,968
B00040 Acquisitions of financial assets measured at amortized cost ( 318,480) ( 420,741)
B00050 Disposal of financial assets measured at amortized cost 289,430 311,516
B00100 Acquisitions of financial assets at fair value through profit or loss ( 512) ( 173)
B00200 Disposal of financial assets at fair value through profit or loss 4,311 -
B02700 Procurement of property, plant, and equipment ( 4,007) ( 23,649)
B02800 Proceeds from disposal of property, plant, and equipment - 9
B03700 Increase in refundable deposits ( 516) -
B03800 Decrease in refundable deposits - 186
B04500 Procurement of intangible assets ( 817) ( 1,312)
B07600 Receipt other dividends 1,045 1,355
BBBB Net cash flows used in investing activities ( 35,245) ( 166,574)
Cash Flows from Financing Activities
C03000 Guarantee deposits received 1 1
C04020 Repayment of the principal portion of lease liabilities ( 4,324) ( 4,717)
C04500 Distribution of cash dividends ( 126,953) ( 168,075)
CCCC Net cash flows used in financing activities ( 131,276) ( 172,791)
DDDD Effect of exchange rate changes on cash and cash equivalents 97 1,406
EEEE Net increase (decrease) in cash and cash equivalents 84,143 ( 12,978)
E00100 Cash and cash equivalents at the beginning of the year 268,962 281,940
E00200 Cash and cash equivalents at the end of the year $ 353,105 $ 268,962

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


Attachment 6

INDEPENDENT AUDITORS' REPORT

Ruby Tech Corp.

Audit Opinion

We have audited the consolidated balance sheets of Ruby Tech Corp. and its subsidiaries as of December 31, 2025 and 2024, and the consolidated statements of comprehensive income, consolidated statement of changes in equity, consolidated statements of cash flows for the years then ended January 1, 2025 to December 31, 2025 and January 1, 2024 to December 31, 2024, as well as the notes to the consolidated financial statements and a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of Ruby Tech Corp. and its subsidiaries as of December 31, 2025 and 2024, and their consolidated financial performance and consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards ("IFRS accounting standards"), International Accounting Standards ("IASs"), Interpretations developed by the International Financial Reporting Interpretations Committee ("IFRIC") or the former Standing Interpretations Committee ("SIC") endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conduct our audit in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of Ruby Tech Corp. and its subsidiaries in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the "Norm"), and we have fulfilled our other ethical responsibilities in accordance with the Norm. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

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

The key audit matters relating to the consolidated financial statements of Ruby Tech Corp. and its subsidiaries for the year ended December 31, 2025 are stated as follows:


Revenue Recognition from Specific Customers

Management is under pressure to achieve forecasted financial targets, and therefore auditing standards presume a risk of fraud in revenue recognition. For the year ended December 31, 2025, revenue from sales to specific customers of Ruby Tech Corp. and its subsidiaries amounted to $652,896 thousand, representing approximately 65% of total operating revenue. We consider the occurrence of revenue from sales to specific customers to be a significant risk and have therefore identified it as a key audit matter. For accounting policies on revenue recognition, please refer to Note 4(12) to the consolidated financial statements.

The primary audit procedures performed were as follows:

  1. We understood and tested the design and operating effectiveness of key internal controls over the revenue recognition process.
  2. We selected samples from sales transactions with specific customers, agreed them to external supporting documents such as customer orders and customs declarations, and examined subsequent receipts to assess the occurrence of the sales transactions.

Other Matters

We have also audited the parent company only financial statements of Ruby Tech Corp. as of and for the years ended December 31, 2025 and 2024 on which we have issued an unqualified opinion.

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

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

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

Those charged with governance are responsible for overseeing the financial reporting process of Ruby Tech Corp. and its subsidiaries.


Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

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

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

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

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of Ruby Tech Corp. and its subsidiaries.

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

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

  5. Evaluate the overall presentation, structure, and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

28


  1. Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within Ruby Tech Corp. and its subsidiaries to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the audit of Ruby Tech Corp. and its subsidiaries. We remain solely responsible for our audit opinion.

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

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

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

The engagement partners on the audits resulting in this independent auditors' report are Lin, Shu-Ju and Chang, Chun-I.

Deloitte & Touche
Taipei, Taiwan
Republic of China
March 11, 2026

Notice to Reader

For the convenience of readers, this report has been translated into English from the original Chinese version. The English version has not been audited or reviewed by independent auditors. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors' report and consolidated financial statements shall prevail.

29


RUBY TECH CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

December 31, 2025 and 2024

Code Assets December 31, 2025 December 31, 2024
Amount % Amount %
Current Assets
1100 Cash and cash equivalents (Notes 4 and 6) $ 357,349 25 $ 272,248 20
1110 Current financial assets measured at fair value through profit or loss (Notes 4 and 7) 28,013 2 23,464 2
1120 Current financial assets measured at fair value through other comprehensive income (Notes 4 and 8) 72,011 5 80,431 6
1136 Current financial assets measured at amortized cost (Notes 4, 9 and 31) 388,616 27 359,493 26
1150 Notes receivable (Notes 4 and 10) - - 528 -
1170 Accounts receivable (Notes 4, 10 and 23) 168,214 12 183,498 13
1200 Other receivables (Notes 4 and 10) 6,047 - 4,059 -
1220 Income tax receivable for the current period (Notes 4 and 25) 162 - 162 -
130X Inventories (Notes 4, 5, and 11) 128,135 9 165,530 12
1470 Other current assets (Note 16) 6,569 - 7,923 -
11XX Total current assets 1,155,116 80 1,097,336 79
Non-Current Assets
1600 Property, plant and equipment (Notes 4 and 13) 263,621 18 271,065 20
1755 Right-of-use assets (Notes 4 and 14) 7,032 1 1,639 -
1780 Other intangible assets (Notes 4 and 15) 4,493 - 4,825 -
1840 Deferred income tax assets (Notes 4 and 25) 9,089 1 11,903 1
1975 Net defined benefit assets - non-current (Notes 4 and 20) 2,746 - - -
1990 Other non-current assets (Note 16) 4,148 - 3,632 -
15XX Total non-current assets 291,129 20 293,064 21
1XXX Total Assets $ 1,446,245 100 $ 1,390,400 100
Code Liabilities and Equity
Current Liabilities
2130 Contract liabilities - current (Notes 4 and 23) $ 27,350 2 $ 26,431 2
2150 Notes payable (Note 17) 61,236 4 48,901 4
2170 Accounts payable (Note 17) 64,820 5 47,893 3
2219 Other payables (Note 18) 92,211 7 96,187 7
2230 Income tax payable for the current period (Notes 4 and 25) 19,561 1 12,247 1
2250 Liability provisions - current (Notes 4 and 19) 1,487 - 2,193 -
2280 Current lease liabilities (Notes 4 and 14) 4,301 - 1,649 -
2399 Other current liabilities (Note 18) 3,496 - 3,376 -
21XX Total current liabilities 274,462 19 238,877 17
Non-Current Liabilities
2570 Deferred income tax liabilities (Notes 4 and 25) 1,042 - 1,335 -
2580 Lease liabilities - non-current (Notes 4 and 14) 2,748 - - -
2640 Net defined benefit liabilities - non-current (Notes 4 and 20) - - 214 -
2670 Other non-current liabilities (Note 18) 209 - 208 -
25XX Total non-current liabilities 3,999 - 1,757 -
2XXX Total Liabilities 278,461 19 240,634 17
Equity attributable to owners of the Company (Notes 21 and 27)
3110 Capital - common stock 577,058 40 577,838 42
3200 Capital surplus 39,460 3 38,969 3
Retained earnings
3310 Legal reserve 225,303 16 210,984 15
3320 Special reserve 14,229 1 - -
3350 Undistributed earnings 340,249 23 338,545 24
3300 Total retained earnings 579,781 40 549,529 39
3400 Other equity interest ( 28,515 ) ( 2 ) ( 14,229 ) ( 1 )
3500 Treasury shares (Note 22) - - ( 2,341 ) -
3XXX Total Equity 1,167,784 81 1,149,766 83
Total Liabilities and Equity $ 1,446,245 100 $ 1,390,400 100

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


RUBY TECH CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the years ended December 31, 2025 and 2024

Unit: NT$ thousand Except Earnings Per Share (NTD dollars)

Code 2025 2024
Amount % Amount %
Operating Revenue (Notes 4, 23 and 30)
4100 Sales revenue $ 979,053 97 $ 987,889 97
4800 Other operating revenue 31,598 3 30,524 3
4000 Total operating revenue 1,010,651 100 1,018,413 100
Operating Costs (Notes 4, 11, 20, 24 and 27)
5110 Cost of goods sold 630,956 62 676,413 67
5800 Other operating costs 29,338 3 21,945 2
5000 Total operating costs 660,294 65 698,358 69
5900 Gross Profit 350,357 35 320,055 31
Operating Expenses (Notes 20, 24 and 27)
6100 Marketing expenses 60,678 6 58,918 6
6200 Administrative expenses 43,348 4 39,840 4
6300 Research and development expenses 83,780 9 82,206 8
6450 Expected credit impairment losses (reversal gains) (Note 10) 10 - ( 37 ) -
6000 Total operating expenses 187,816 19 180,927 18
6900 Operating Net Profit 162,541 16 139,128 13
Non-Operating Income and Expenses (Note 24)
7010 Other income 4,211 1 4,226 1
7020 Other gains and losses 1,264 - 12,687 1
7050 Finance costs ( 56 ) - ( 48 ) -
7100 Interest income 12,010 1 12,321 1
7000 Total non-operating income and expenses 17,429 2 29,186 3
7900 Net Profit Before Tax 179,970 18 168,314 16
7950 Income Tax Expense (Notes 4 and 25) 26,113 3 31,912 3
8200 Net Profit for the Current Year 153,857 15 136,402 13
Other Comprehensive Income (Loss) (Notes 20 and 21)
8310 Items that will not be reclassified subsequently to profit or loss:
8311 Remeasurement of defined benefit plans 1,949 - 3,635 1
8316 Unrealized gains (losses) on investments in equity instruments measured at fair value through other comprehensive income ( 12,520 ) ( 1 ) ( 29,130 ) ( 3 )
8349 Income tax related to items that may not be reclassified (Notes 4 and 25) ( 390 ) - ( 727 ) -
( 10,961 ) ( 1 ) ( 26,222 ) ( 2 )
8360 Items that may be reclassified subsequently to profit or loss:
8361 Exchange differences on translation of foreign operations 29 - 1,028 -
8399 Income tax related to items that may be reclassified (Notes 4 and 25) ( 6 ) - ( 205 ) -
23 - 823 -
8300 Other comprehensive income (after tax) for the year ( 10,938 ) ( 1 ) ( 25,399 ) ( 2 )
8500 The Consolidated Total Comprehensive Income for the Year $ 142,919 14 $ 111,003 11
8610 Net Profit Attributable to the Owner of the Company $ 153,857 15 $ 136,402 13
8710 The Consolidated Total Comprehensive Income Attributable to the Owner of the Company $ 142,919 14 $ 111,003 11
Earnings Per Share (Note 26)
9750 Basic $ 2.67 $ 2.36
9850 Diluted $ 2.65 $ 2.35

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


RUBY TECH CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the years ended December 31, 2025 and 2024

Unit: NT$ thousand

Code Capital – Common Stock Capital Surplus Retained Earnings Exchange Differences on Translation of Foreign Operations Unrealized Gains (Losses) On Financial Assets Measured at Fair Value Through Other Comprehensive Income Treasury Shares Total Equity
Share Premium Received Gift(s) Treasury Share Transactions Employee Stock Options Legal Reserve Special Reserve Undistributed Earnings
A1 Balance as of January 1, 2024 $561,030 $26,756 $173 $12,040 $- $185,474 $- $405,749 ($2,498) $20,455 ($2,341) $1,206,838
Appropriation and distribution of earnings for 2023
B1 Legal reserve - - - - - 25,510 - (25,510) - - - -
B5 Shareholders’ cash dividends - - - - - - - (168,075) - - - (168,075)
B9 Shareholders’ share dividends 16,808 - - - - - - (16,808) - - - -
D1 Net profit for 2024 - - - - - - - 136,402 - - - 136,402
D3 Other comprehensive income (loss) after tax for 2024 - - - - - - - 2,908 823 (29,130) - (25,399)
D5 Total comprehensive income for 2024 - - - - - - - 139,310 823 (29,130) - 111,003
Q1 Disposal of investments in equity instruments at fair value through other comprehensive income - - - - - - - 3,879 - (3,879) - -
Z1 Balance as of December 31, 2024 577,838 26,756 173 12,040 - 210,984 - 338,545 (1,675) (12,554) (2,341) 1,149,766
Appropriation and distribution of earnings for 2024
B1 Legal reserve - - - - - 14,319 - (14,319) - - - -
B3 Special reserve - - - - - - 14,229 (14,229) - - - -
B5 Shareholders’ cash dividends - - - - - - - (126,953) - - - (126,953)
D1 Net profit for 2025 - - - - - - - 153,857 - - - 153,857
D3 Other comprehensive income (loss) after tax for 2025 - - - - - - - 1,559 23 (12,520) - (10,938)
D5 Total comprehensive income for 2025 - - - - - - - 155,416 23 (12,520) - 142,919
L3 Retirement of treasury shares (780) (36) - (1,525) - - - - - - 2,341 -
N1 Issuance of employee stock options - - - - 2,052 - - - - - - 2,052
Q1 Disposal of investments in equity instruments at fair value through other comprehensive income - - - - - - - 1,789 - (1,789) - -
Z1 Balance as of December 31, 2025 $577,058 $26,720 $173 $10,515 $2,052 $225,303 $14,229 $340,249 ($1,652) ($26,863) $- $1,167,784

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


RUBY TECH CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended December 31, 2025 and 2024

Unit: NT$ thousand

Code Cash Flows from Operating Activities 2025 2024
A10000 Net profit before tax for the year $ 179,970 $ 168,314
A20010 Income and expense items:
A20100 Depreciation expense 15,766 15,173
A20200 Amortization expense 1,149 1,528
A20300 Expected credit impairment losses (reversal gains) 10 ( 37)
A20400 Net (gains) losses on financial assets at fair value through profit or loss ( 8,348) 10,330
A20900 Finance costs 56 48
A21200 Interest income ( 12,010) ( 12,321)
A21300 Dividend income ( 1,045) ( 1,355)
A21900 Share-based compensation expense 2,052 -
A22500 Gain on disposal of property, plant and equipment - ( 9)
A23700 (Reversal gain) loss for inventory depreciation and slow-moving inventories ( 12,307) 3,321
A24100 Unrealized foreign exchange net gains ( 1,928) ( 4,309)
A29900 (Reversal of) provisions for liabilities ( 706) 611
A30000 Net changes in operating assets and liabilities
A31130 Notes receivable 528 3,019
A31150 Accounts receivable 17,552 171,610
A31180 Other receivables ( 293) 29,394
A31200 Inventories 49,702 170,329
A31240 Other current assets 1,382 ( 1,435)
A32125 Contract liabilities - current 919 5,249
A32130 Notes payable 12,335 ( 47,102)
A32150 Accounts payable 16,516 ( 72,820)
A32180 Other payables ( 4,041) ( 26,823)
A32230 Other current liabilities 119 ( 368)
A32240 Net defined benefit plans ( 1,011) ( 8,601)
A33000 Cash generated from operations 256,367 403,746
A33100 Interest income 11,914 12,260
A33300 Interest paid ( 56) ( 48)
A33500 Income tax paid ( 16,674) ( 89,937)
AAAA Net cash flows from operating activities 251,551 326,021
Cash Flows from Investing Activities
B00010 Acquisitions of financial assets at fair value through other comprehensive income ( 13,358) ( 47,733)
B00020 Disposal of financial assets at fair value through other comprehensive income 7,659 13,968
B00040 Acquisitions of financial assets measured at amortized cost ( 318,545) ( 423,040)
B00050 Disposal of financial assets measured at amortized cost 289,430 311,516
B00100 Acquisitions of financial assets at fair value through profit or loss ( 512) ( 173)
B00200 Disposal of financial assets at fair value through profit or loss 4,311 -
B02700 Procurement of property, plant, and equipment ( 4,007) ( 23,649)
B02800 Proceeds from disposal of property, plant, and equipment - 9
B03700 Increase in refundable deposits ( 516) -
B03800 Decrease in refundable deposits - 186
B04500 Procurement of intangible assets ( 817) ( 1,312)
B07600 Receipt other dividends 1,045 1,355
BBBB Net cash flows used in investing activities ( 35,310) ( 168,873)
Cash Flows from Financing Activities
C03000 Guarantee deposits received 1 1
C04020 Repayment of the principal portion of lease liabilities ( 4,324) ( 4,717)
C04500 Distribution of cash dividends ( 126,953) ( 168,075)
CCCC Net cash flows used in financing activities ( 131,276) ( 172,791)
DDDD Effect of exchange rate changes on cash and cash equivalents 136 1,560
EEEE Net increase (decrease) in cash and cash equivalents 85,101 ( 14,083)
E00100 Cash and cash equivalents at the beginning of the year 272,248 286,331
E00200 Cash and cash equivalents at the end of the year $ 357,349 $ 272,248

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


Attachment 7

Ruby Tech Corporation
2025 Earnings Distribution Statement
Unit: NT$

Item Amount
Subtotal Total
Undistributed earnings from the previous year 183,044,517
Remeasurements of defined benefit plan 1,558,541
Disposal of investments in equity instruments at fair value through other comprehensive income 1,788,798
Net income of 2025 153,857,041
After-tax net profit plus other profit items included in undistributed earnings of 2025 157,204,380
Less: 10% Legal reserve (15,720,438)
Add(Less): Special reserve (Note 1) (14,285,969)
Earnings in 2025 Available for Distribution 127,197,973
Retained Earnings Available for Distribution as of December 31, 2025 310,242,490
Distribution Items: Shareholder Dividends (Distribution of dividends is based on 57,705,752 shares) (Note 2) - Stock Dividends (NT$ 0.3 per share) - Cash Dividends (NT$ 2.0 per share) 17,311,720
115,411,510 132,723,230
Undistributed earnings 177,519,260

Note: Cash dividends are rounded to the nearest whole number, and the total amount of cash dividends less than NT$ 1 will be adjusted and remitted to the Company and recorded as other income.

Note 1: Special Reserve Items Other Adjustments
As of December 31, 2025

Unrealized gain or loss on financial instrument (26,863,943)

Cumulative translation adjustment (1,651,570)

Totals of other adjustments to as of December 31, 2025 (28,515,513)

Special reserve should have been provided by December 31, 2025 (28,515,513)

Less: Special reserve have been provided as of December 31, 2025 (14,229,544)

Special reserve should be reversed (provided) (14,285,969)

Note 2: The dividend per share was adjusted, as authorized by the Board of Directors, based on the number of actual common shares outstanding on the record date for dividend payment.

Chairman:Lin, Kuan-Ming
General Manager:Young, Yu-Che
Accounting Supervisor: Chen, Yun-Chen


Attachment 8

Ruby Tech Corporation

Comparison Table for Amendments to the "Articles of Incorporation"

Provision After Amendment Current Provisions Explanatory Notes
Article 26
In case the Company makes a profit in the current year (referring to the net profit before tax after deducting employees' and directors' remuneration), 7% to 15% shall be allocated as the employees' remuneration and no more than 2% as directors' remuneration. However, when the Company has accumulated losses (including adjustment on non-distributed earnings), the loss should offset first from profits.
At least 5% of the employees' remuneration in the preceding paragraph shall be allocated to non-executive employees. The employees' remuneration may be allocated in the form of cash or in the form of shares, and the recipients may include employees of the Company's subsidiaries meeting specific requirements set by the Board.
Both employees' and directors' remuneration shall be resolved by the Board of Directors and reported to the shareholders' meeting. Article 26
In case the Company makes a profit in the current year (referring to the net profit before tax after deducting employees' and directors' remuneration), 7% to 10% shall be allocated as the employees' remuneration and no more than 2% as directors' remuneration. However, when the Company has accumulated losses (including adjustment on non-distributed earnings), the loss should offset first from profits.
At least 5% of the employees' remuneration in the preceding paragraph shall be allocated to non-executive employees. The employees' remuneration may be allocated in the form of cash or in the form of shares, and the recipients may include employees of the Company's subsidiaries meeting specific requirements set by the Board.
Both employees' and directors' remuneration shall be resolved by the Board of Directors and reported to the shareholders' meeting. To attract and retain the talent required by the Company, motivate employees, and enhance employee loyalty to jointly create value for the Company and its shareholders, it is proposed to adjust the upper limit of the employee remuneration allocation ratio to 15%.

Provision After Amendment Current Provisions Explanatory Notes
Article 29
The Articles of Incorporation were established on June 27, 1981.
……(Omitted) Article 29
The Articles of Incorporation were established on June 27, 1981.
……(Omitted) Add the revision date of this amendment.
The 32nd amendment was made on June 14, 2022.
The 33rd amendment was made on June 10, 2025.
The 34th amendment was made on June 9, 2026. The 32nd amendment was made on June 14, 2022.
The 33rd amendment was made on June 10, 2025.
(This part has been added.)

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Attachment 9

Ruby Tech Corporation

Comparison Table for Amendments to the Procedures for Acquisition and Disposal of Assets

Provision after amendment Current provisions Explanatory Notes
Article 14:
Procedures for Public Disclosure of Information
1. Items and Standards for Public Announcement and Filing
...(omitted)

(4) Where equipment or right-of-use assets thereof for business use are acquired or disposed of, and furthermore the transaction counterparty is not a related party, and the transaction amount meets any of the following criteria:
A. For a public company whose paid-in capital is less than NT$10 billion, the transaction amount reaches NT$500 million or more.
B. For a public company whose paid-in capital is NT$10 billion, or more but less than NT$50 billion, the transaction amount reaches NT$1 billion or more.
C. For a public company whose paid-in capital is NT$50 billion, the transaction amount reaches 5 percent or more of paid-in capital.

(5) Where land is acquired under an arrangement on engaging others to build on the company's own land, engaging others to build on rented land, joint construction and | Article 14:
Procedures for Public Disclosure of Information
1. Items and Standards for Public Announcement and Filing
...(omitted)

(4) Where equipment or right-of-use assets thereof for business use are acquired or disposed of, and furthermore the transaction counterparty is not a related party, and the transaction amount meets any of the following criteria:
A. For a public company whose paid-in capital is less than NT$10 billion, the transaction amount reaches NT$500 million or more.
B. For a public company whose paid-in capital is NT$10 billion, the transaction amount reaches NT$1 billion or more.

(This part has been added.)

(5) Where land is acquired under an arrangement on engaging others to build on the company's own land, engaging others to build on rented land, joint construction and | In accordance with the letter No. 1140067028 from the Taipei Exchange, partial amendments to the “Procedures for Acquisition and Disposal of Assets” are proposed. |


Provision after amendment Current provisions Explanatory Notes
allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and furthermore the transaction counterparty is not a related party, and the amount the company expects to invest in the transaction reaches NT$500 million.

(6) In the case of a public company with paid-in capital reaching NT$50 billion or more, transactions in government bonds, ordinary corporate bonds, and general bank debentures without equity characteristics (excluding subordinated debt) traded on securities exchanges or OTC markets, which do not fall under any of the circumstances listed in the proviso of subparagraph 7, and where furthermore the transaction counterparty is not a related party, and the transaction amount reaches 5 percent or more of paid-in capital.

(7) Where an asset transaction other than any of those referred to in the preceding six subparagraphs, a disposal of receivables by a financial institution, or an investment in the mainland China area reaches 20 percent or more of paid-in capital or NT$300 million; provided, this shall not apply to the following circumstances:
...(omitted)

(8) The calculation of the transaction amounts in the preceding subparagraphs (1) through (7) shall | allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and furthermore the transaction counterparty is not a related party, and the amount the company expects to invest in the transaction reaches NT$500 million.

(This part has been added.)

(6) Where an asset transaction other than any of those referred to in the preceding five subparagraphs, a disposal of receivables by a financial institution, or an investment in the mainland China area reaches 20 percent or more of paid-in capital or NT$300 million; provided, this shall not apply to the following circumstances:
...(omitted)

(7) The calculation of the transaction amounts in the preceding subparagraphs (1) through (6) shall | |

38


Provision after amendment Current provisions Explanatory Notes
be as follows. The term "Within the preceding year" as used in the preceding paragraph refers to the year preceding the date of occurrence of the current transaction. Items duly announced in accordance with these Procedures need not be counted toward the transaction amount. ...(omitted) be as follows. The term "Within the preceding year" as used in the preceding paragraph refers to the year preceding the date of occurrence of the current transaction. Items duly announced in accordance with these Procedures need not be counted toward the transaction amount. ...(omitted)
Article 16:
For the calculation of 10 percent of total assets under these Procedures, the total assets stated in the most recent parent company only financial report or individual financial report prepared under the Regulations Governing the Preparation of Financial Reports by Securities Issuers shall be used. In the case of a company whose shares have no par value or a par value other than NT$10, for the calculation of transaction amounts of 20 percent of paid-in capital under these Procedures, 10 percent of equity attributable to owners of the parent shall be substituted; for the calculation of transaction amounts of 5 percent of paid-in capital under these Procedures, 2.5 percent of equity attributable to owners of the parent shall be substituted; for calculations under the provisions of these Procedures regarding transaction amounts relative to paid-in capital of NT$10 billion, NT$20 billion of equity attributable to owners of the parent shall be substituted; for calculations under the Article 16:
For the calculation of 10 percent of total assets under these Procedures, the total assets stated in the most recent parent company only financial report or individual financial report prepared under the Regulations Governing the Preparation of Financial Reports by Securities Issuers shall be used. In the case of a company whose shares have no par value or a par value other than NT$10, for the calculation of transaction amounts of 20 percent of paid-in capital under these Procedures, 10 percent of equity attributable to owners of the parent shall be substituted; for calculations under the provisions of these Procedures regarding transaction amounts relative to paid-in capital of NT$10 billion, NT$20 billion of equity attributable to owners of the parent shall be substituted; for calculations under the In accordance with the letter No. 1140067028 from the Taipei Exchange, partial amendments to the “Procedures for Acquisition and Disposal of Assets” are proposed.

39


Provision after amendment Current provisions Explanatory Notes
provisions of these Procedures regarding transaction amounts relative to paid-in capital of NT$50 billion, NT$100 billion of equity attributable to owners of the parent shall be substituted.
Article 20:
Revision Date
These Procedures were established on April 25, 1998.
The first amendment was made on May 30, 2000.
...(omitted)
The 16th amendment was made on June 14, 2022.
The 17th amendment was made on June 19, 2024.
The 18th amendment was made on June 9, 2026. Article 20:
Revision Date
These Procedures were established on April 25, 1998.
The first amendment was made on May 30, 2000.
...(omitted)
The 16th amendment was made on June 14, 2022.
The 17th amendment was made on June 19, 2024.
(This part has been added.) To add the date of amendment.

40


Appendix 1

Ruby Tech Corporation
Articles of Incorporation

Revision Date: June 10, 2025

Chapter 1 General Provisions

Article 1 The Company is organized and named Ruby Tech Corporation. in accordance with the provisions of the Company Act.

Article 2 The business operations of the Company are as follows:

  1. CC01060 Wired Communication Mechanical Equipment Manufacturing.
  2. CC01070 Wireless Communication Mechanical Equipment Manufacturing.
  3. CC01080 Electronics Components Manufacturing.
  4. CC01110 Computer and Peripheral Equipment Manufacturing.
  5. E605010 Computer Equipment Installation.
  6. F113070 Wholesale of Telecommunication Apparatus.
  7. F119010 Wholesale of Electronic Materials.
  8. F213060 Retail Sale of Telecommunication Apparatus.
  9. I501010 Product Designing.
  10. F401021 Restrained Telecom Radio Frequency Equipment and Materials Import.
  11. CC01101 Controlled Telecommunications Radio-Frequency Devices and Materials Manufacturing.
  12. ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.

Article 3 The Company shall have its head office in Taipei City, and may, pursuant to a resolution adopted at the Board of Directors meeting, establish branch offices domestically and internationally when deemed necessary.

Article 4 The Company’s matters requiring public announcement shall be made in accordance with applicable laws and regulations or published in a daily newspaper circulating at the location of the Company’s head office.

Article 5 The Company must provide external guarantees for import and export trade as well as its business operations.

Article 6 The total amount of investment by the Company shall not be subject to the restrictions of Article 13 of the Company Act.


Chapter 2 Shares

Article 7
The total capital of the Company is set at NT$1 billion, divided into 100 million shares, with a par value of NT$ 10 per share, and the board of directors is authorized to issue the shares in installments.
The preceding total amount of shares reserves NT$30 million, divided into 3 million shares with a par value of NT$10 each, for issuance upon the exercise of employee stock option. The Board of Directors is authorized to issue them in installments.

Article 7-1
To transfer shares to employees at less than the average actual share repurchase price, or issue employee stock warrants at lower than the closing price of the company stocks as of the issuing date, the company must have obtained the consent of at least two-thirds of the voting rights present at shareholders meeting attended by shareholders representing a majority of total issued shares.

Article 8
The Company’s share certificate is registered, which is issued after being signed or sealed by a director representing the Company and attested in accordance with laws.
The Company is exempt from printing certificates for shares issued, but the centralized securities depository institution should be contacted for registration.

Article 9
With regard to the handling of shareholder affairs such as the transfer, establishment of rights, pledge, loss report, inheritance, and gifting of shares by shareholders of the Company, unless otherwise stipulated by laws and securities regulations, all procedures shall be handled in accordance with the “Regulations Governing Handling of Stock Affairs by Public Companies.”

Article 10
The transfer of stock ownership and name change shall be suspended within 60 days before the annual general meeting, within 30 days before the extraordinary general meeting, or within 5 days before the record date for distribution of dividends, bonuses, or other benefits by the Company.

Article 11
When the Company intends to withdraw its publicly issued shares, it should be resolved at the shareholders’ meeting, and this provision shall remain unchanged during the over-the-counter period and the listed period.

Chapter 3 Shareholders’ Meetings

Article 12
The Company’s shareholders’ meetings consist of annual general meetings and extraordinary general meetings. Annual general meetings shall be convened by the board of directors within 6 months after the end of each fiscal year.
Extraordinary general meetings shall be convened as necessary in accordance with relevant laws and regulations. A notice of the time, venue, and the proposal of the meeting shall be given to each shareholder 30 days in advance of convening an annual general meeting, or 15 days in advance of convening an extraordinary general meeting, and the notice shall be publicly announced.

42


Article 12-1 Shareholders' meetings of the Company may be held through remote video conferencing, or in other forms as and to the extent permitted by relevant government authorities in charge.

Article 13 If a shareholder is unable to attend the shareholders' meeting for any reason, that shareholder may appoint a proxy agent to attend by presenting a power of attorney printed by the Company specifying the scope of power authorized to the proxy agent. The procedures for shareholders to appoint proxies to attend meetings, in addition to the provisions of Article 177 of the Company Act, shall be handled in accordance with the "Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies" promulgated by the competent authority.

Article 14 Each share held by a shareholder of the Company carries one vote, but no vote shall be cast in circumstances described in Article 179 of the Company Act. When a company convenes a shareholders' meeting, it shall adopt the exercise of voting rights in writing or by electronic means; A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, But as for the extempore motions and amendments to the original motions at the shareholders' meeting, they shall be deemed as abstentions.

Article 15 Except as otherwise provided in relevant laws and regulations, the adoption of a proposal in a shareholders' meeting shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders, and the attending shareholders require the representation of a majority of all shares issued by the Company.

Article 16 The resolutions of the shareholders' meeting shall be recorded in the minutes, and such minutes shall be signed by or sealed with the chop of the chairperson. The minutes of meeting should record the year, month, date, venue, summary of proceedings and results, the chairperson's name, and the method of resolution. The minutes should be distributed to all shareholders within 20 days after the meeting and shall be permanently preserved during the Company's existence. The distribution of the minutes of shareholders' meeting may be made by means of public announcement.

Chapter 4 Directors

Article 17 The Company shall have 7 to 11 directors, who shall be elected from among the candidates for directors by the shareholders through a nomination system, with a term of office of 3 years, and they may be re-elected consecutively. Among the number of directors of the Board prescribed in the preceding article, the number of independent directors of the Company shall be no less than three or no less than one third of the total number of directors, whichever is higher. The professional qualifications, shareholding, concurrent serving

43


restrictions, nomination and election methods and other matters related to the independent directors shall be handled in accordance with relevant regulations of competent security authorities.

Article 18
The election of directors of the Company adopts the single-name cumulative voting method. Each share has the same number of voting rights as the number of directors to be elected. The voting rights can be concentrated to elect one person or distributed to elect multiple persons. Those who receive the most votes representing the most voting rights shall be elected. If there is a need to amend this method, in addition to complying with Article 172 of the Company Act and other regulations, the main content should be listed and explained in the convening reasons.

When the term of directors shall be prolonged till the directors for next term take up such positions when the term is complete and those of next term cannot be elected in time.

Article 18-1
The Company has set up an Audit Committee, which is composed of all independent directors, in accordance with relevant regulations of the Securities and Exchange Act.

Regarding the number, term of office, authority, and rules of procedure for the Audit Committee, these matters shall be separately stipulated in the Audit Committee Organization Rules in accordance with the relevant provisions of the Regulations Governing the Exercise of Powers by Audit Committees of Public Companies.

Article 19
The Company shall purchase liability insurance for the directors for the compensation liabilities they should bear in accordance with the law in the course of performing their duties upon the resolution of the Board of Directors.

Article 20
Directors shall organize the Board of Directors, and a chairman of the board shall be elected by two thirds or more of the directors and by the consent of more than half of the directors present, and represent the Company externally.

Article 21
If the Chairman asks for leave or is unable to exercise his powers for any reasons, his representative shall act on his behalf in accordance with Article 208 of the Company Act. When a director is unable to attend for some reason, they must issue a letter of authorization listing the scope of authority for the convening matters and designate another director as their proxy to attend the board meeting, with the limitation that each person can accept the appointment from only one other person.

If a Board of Directors meeting is conducted by means of video conferencing, directors who participate in the meeting by such means shall be deemed to have attended the meeting in person.

Article 21-1
A notice of the reasons for convening a board meeting shall be given to each director and supervisor before 7 days before the meeting is convened. In emergency circumstances, however, a board meeting may be called on shorter

44


notice. The notice for convening a board meeting may be given in writing, by fax, or by email.

Unless otherwise provided by law or the Company’s articles of incorporation, a resolution of the board of directors shall be adopted by a majority of the directors present at a meeting attended by more than half of the directors.

Article 22 The Board of Directors is authorized to determine the directors’ remuneration according to the extent of their participation in the operation of the Company and the value of their contribution while with reference to the general industry standards.

Article 23 The functions and responsibilities of the Board of Directors:

  1. The establishment, adjustment and abolition of important organizations of the Company.
  2. Preparation of business reports.
  3. Review of budgets and final accounts.
  4. Appointment and dismissal of the Company’s general manager and important personnel matters.
  5. Proposal for distribution of earnings or deficit compensation.
  6. Proposal for capital increase and capital reduction.
  7. Formulation and amendment of important rules and regulations.
  8. Exercise of other powers conferred by statutory regulations and shareholders’ resolutions.

Chapter 5 Managers

Article 24 The Company shall appoint managerial officers, whose appointment, dismissal, and remuneration shall be handled in accordance with Article 29 of the Company Act.

Chapter 6 Accounting

Article 25 At the end of each fiscal year, the Board of Directors shall prepare the following documents: (1) a business report, (2) financial statements, (3) a proposal concerning the distribution of earnings or covering of losses, and submit them to the annual general meeting for approval in accordance with the law.

Article 26 In case the Company makes a profit in the current year (referring to the net profit before tax after deducting employees’ and directors’ remuneration), 7% to 10% shall be allocated as the employees’ remuneration and no more than 2% as directors’ remuneration. However, when the Company has accumulated losses (including adjustment on non-distributed earnings), the loss should offset first from profits.

45


At least 5% of the employees' remuneration in the preceding paragraph shall be allocated to non-executive employees. The employees' remuneration may be allocated in the form of cash or in the form of shares, and the recipients may include employees of the Company's subsidiaries meeting specific requirements set by the Board.

Both employees' and directors' remuneration shall be resolved by the Board of Directors and reported to the shareholders' meeting.

Article 27

After the Company's annual settlement of accounts shows a surplus, taxes shall be paid in accordance with the law, accumulated losses shall be made up, and then a legal reserve of 10% shall be set aside in accordance with the law; however, when the legal reserve exceeds the registered capital of the Company, it is not subject to this limitation. After appropriating or reversing special reserve as required by laws or the competent authority, the Board of Directors shall propose a profit distribution proposal for the undistributed profits at the beginning of the period and submit it to the shareholders' meeting for resolution.

The Company's dividend policy is as follows:

In order to maintain a sound financial structure, meet capital expenditure requirements, and ensure sustainable development to protect the interests of investors, the Company comprehensively considers factors such as retained earnings, capital reserves, financial structure, and operating conditions when distributing surplus. Each year, at least 30% of the distributable surplus will be distributed as shareholder dividends. However, if the accumulated distributable surplus is less than 30% of the paid-in capital, no dividends may be distributed. The Company's dividends will be distributed in the form of stock dividends and cash dividends. Cash dividends shall account for no less than 10% of the total dividend payout. However, the distribution method and ratio may be adjusted by resolution of the shareholders' meeting.

Chapter 7 Supplementary Provisions

Article 28

Matters not covered in these Articles of Incorporation shall be handled in accordance with the Company Act and relevant laws and regulations.

Article 29

The Articles of Incorporation were established on June 27, 1981.

The first amendment was made on December 14, 1984.

The second amendment was made on January 4, 1985.

The third amendment was made on June 20, 1985.

The fourth amendment was made on December 11, 1985.

The fifth amendment was made on August 28, 1986.

The sixth amendment was made on December 24, 1987.

The seventh amendment was made on December 1, 1989.

The eighth amendment was made on August 18, 1993.

The ninth amendment was made on May 12, 1997.

46


The 10th amendment was made on June 25, 1997.
The 11th amendment was made on December 25, 1997.
The 12th amendment was made on April 25, 1998.
The 13th amendment was made on June 5, 1999.
The 14th amendment was made on May 30, 2000.
The 15th amendment was made on May 21, 2001.
The 16th amendment was made on November 30, 2001.
The 17th amendment was made on May 28, 2002.
The 18th amendment was made on May 28, 2002.
The 19th amendment was made on June 27, 2003.
The 20th amendment was made on June 23, 2006.
The 21st amendment was made on June 25, 2007 (first time).
The 22nd amendment was made on June 25, 2007 (second time).
The 23rd amendment was made on June 9, 2008.
The 24th amendment was made on June 2, 2009.
The 25th amendment was made on June 14, 2010.
The 26th amendment was made on June 15, 2011.
The 27th amendment was made on June 12, 2012.
The 28th amendment was made on June 13, 2013.
The 29th amendment was made on June 14, 2016.
The 30th amendment was made on June 14, 2017.
The 31st amendment was made on August 10, 2021.
The 32nd amendment was made on June 14, 2022.
The 33rd amendment was made on June 10, 2025.

Ruby Tech Corporation
Chairman: Lin, Kuan-Ming

47


Appendix 2

Ruby Tech Corporation
Rules of Procedure for Shareholders’ Meetings

Revision Date: June 19, 2024

Article 1
Unless otherwise provided by law, the shareholders’ meetings of this Company shall be conducted in accordance with these Rules.

Article 2
The venue for a shareholders’ meeting shall be the premises of the Company or a suitable location. The meeting may begin no earlier than 9:00 a.m. and no later than 3:00 p.m.

When the Company convenes a visual communication shareholders’ meeting, both the chairperson and secretary shall be in the same location, and the chairperson shall declare the address of their location when the meeting is called to order.

For shareholders who have difficulty in attending a visual communication shareholders’ meeting, appropriate alternative measures should be provided. Except in the circumstances set out in Article 44-9, paragraph 6 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the shareholders shall at least be provided with connection facilities and necessary assistance, and the period during which shareholders may apply to the company and other related matters requiring attention shall be specified.

Unless otherwise provided in the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company that will convene a shareholders' meeting with video conferencing shall expressly provide for such meetings in its Articles of Incorporation and obtain a resolution of its board of directors. Furthermore, convening of a virtual-only shareholders' meeting shall require a resolution adopted by a majority vote at a meeting of the board of directors attended by at least two-thirds of the total number of directors. Changes to how the Company convenes its Shareholders’ Meetings shall be resolved by the Board of Directors and shall be made no later than the mailing date of the Shareholders’ Meeting notice.

Article 3
Where a shareholders’ meeting is convened by the Board, the Meeting Agenda shall be set by the Board, related resolutions (including extempore motions and amendments of original resolutions) shall be resolved by way of voting. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders’ meeting.


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

The chairperson may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extempore motions), except by a resolution of the shareholders meeting. If the chairperson violates the meeting policy by dismissing the meeting when not authorized to do so, other members of the board shall immediately assist the attending shareholders to elect another chairperson with the support of more than half of the voting rights there represented and shall continue the meeting. The shareholders cannot designate any other person as chairperson and continue the Meeting in the same or other place after the Meeting is adjourned.

Article 4 For convening an annual general meeting, the meeting handbook should be prepared and all shareholders should be notified 30 days in advance; for convening an extraordinary general meeting, all shareholders should be notified 15 days in advance; for shareholders holding less than 1,000 registered shares, the meeting notice may be given by posting on the Market Observation Post System (MOPS).

For the meeting handbook mentioned in the preceding paragraph, the Company shall provide it to shareholders for review on the date of the shareholders' meeting in the following manner:

  1. For physical shareholders' meetings, to be distributed on-site at the meeting.
  2. For visual communication assisted shareholders' meetings, to be distributed on-site at the meeting and shared on the visual communication meeting platform.
  3. For visual communication shareholders' meetings, electronic files shall be shared on the visual communication meeting platform.

In the event of a visual communication shareholders' meeting, the Company shall upload the meeting agenda book, annual report, and other meeting materials to the visual communication meeting platform at least 30 minutes before the meeting's start and shall keep this information disclosed until the end of the meeting.

When the Company holds a shareholders meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders' meeting notice.

Article 4-1: To convene a visual communication shareholders meeting, the Company shall include the following particulars in the shareholders meeting notice:

  1. Participation of shareholders in visual communication conferences and methods of exercising their rights.
  2. Actions to be taken if the visual communication meeting platform or participation in the visual communication meeting is obstructed due to

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natural disasters, accidents or other force majeure events, at least covering the following particulars:

(1) The time of adjournment or continuation of the meeting and, if so, the date of the adjournment or continuation of the meeting cannot be ruled out by the continuation of the pre-occurrence impediment.

(2) Shareholders not having registered to attend the affected visual communication shareholders meeting shall not attend the postponed or resumed session.

(3) Where a visual communication assisted shareholders' meeting is held, if the visual communication assisted shareholders' meeting cannot be continued, after deducting the number of shares represented at the meeting by visual, and the total number of shares attending the shareholders' meeting reaches the statutory quota, the shareholders' meeting shall continue to participate in the shareholders' meeting by visual, and the number of shares represented at the meeting shall be included in the total number of shares attending the shareholders' meeting, and all resolutions of the shareholders' meeting shall be deemed to be abstained.

(4) Actions to be taken if the outcome of all proposals has been announced and an extempore motion has not been carried out.

  1. To convene a visual communication shareholders meeting, appropriate alternative measures available to shareholders with difficulties in attending a visual communication shareholder meeting shall be specified. Except in the circumstances set out in Article 44-9, paragraph 6 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the shareholders shall at least be provided with connection facilities and necessary assistance, and the period during which shareholders may apply to the company and other related matters requiring attention shall be specified.

Article 5 Before the book closure date prior to the convening of the annual general meeting, the Company shall make a public announcement of the place and a period for shareholders to submit proposals to be discussed at the meeting. Proposals shall be submitted in writing or by way of electronic transmission; the period for submission of shareholder proposals may not be less than 10 days. The number of words of a proposal to be submitted by a shareholder shall be limited to not more than 300 words. The shareholder who has submitted a proposal shall attend, in person or by a proxy, the annual general meeting where his proposal is to be discussed and shall take part in the discussion of such proposal. The Company shall, prior to the date of issuance of the notice of the shareholders' meeting, inform the proposing shareholder of the result of handling, and shall list in the meeting notice the proposals conforming to the requirements. For the proposals not included, the board of directors shall explain the reasons for exclusion at the shareholders' meeting.

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Article 5-1: For each shareholders’ meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the Company and stating the scope of the proxy’s authorization.

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

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

If, after a proxy form is delivered to the Company, a shareholder wishes to attend the shareholders meeting online, a written notice of proxy cancellation shall be submitted to the Company 2 business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.

Article 6: The Company shall specify in its shareholders meeting notices the time during which attendance registrations for shareholders, solicitors, and proxies (collectively “shareholders”) will be accepted, the place to register for attendance, and other matters for attention.

The time during which shareholder attendance registrations will be accepted shall be at least 30 minutes prior to the time the meeting commences; The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations. For visual communication shareholders’ meetings, shareholders may begin to register on the visual communication meeting platform 30 minutes before the meeting starts. Shareholders completing registration will be deemed as attend the shareholders’ meeting in person.

The Company shall provide an attendance book in which to record the attendance of shareholders; alternatively, attendance cards may be presented instead of requiring shareholders to register their attendance in the attendance book. The number of shares in attendance shall be calculated based on the attendance book, submitted sign-in cards, and the number of shares reported to have joined the visual communication conference, as well as the number of shares exercising voting rights in writing or by electronic means. Shareholders who exercise their voting rights in writing or by electronic means shall be deemed to have attended the shareholders’ meeting in person. But as for the extempore motions and amendments to the original motions at the shareholders’ meeting, they shall be deemed as abstentions.

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A shareholder intending to exercise voting rights by correspondence or electronic means shall deliver a written declaration of intent to the Company before 2 days before the date of the shareholders’ meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail. except when a declaration is made to cancel the earlier declaration of intent. If a shareholder intends to attend the shareholders’ meeting in person or by visual after exercising voting rights in writing or by electronic means, the shareholder shall revoke the declaration of intent to exercise voting rights in the same manner as the exercise of voting rights two days prior to the shareholders’ meeting; If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders’ meeting, the voting rights exercised by the proxy in the meeting shall prevail.

In the event of a visual communication shareholders’ meeting, shareholders wishing to attend the meeting shall register with the Company 2 days before the meeting date.

Article 7

The number of shares solicited by solicitors, the number of shares entrusted by proxies, and the number of shares attended by shareholders in writing or electronically, the Company shall prepare statistical tables in the prescribed format on the day of the shareholders’ meeting, and display them clearly at the venue of the shareholders’ meeting. If the shareholders’ meeting is held via visual communication conference, the Company shall upload the aforementioned information to the visual communication conference platform for shareholders’ meetings at least thirty minutes before the start of the meeting, and keep it disclosed until the end of the meeting.

The chairperson shall call the meeting to order at the appointed meeting time and disclose information concerning the number of nonvoting shares and number of shares represented by shareholders attending the meeting.

During the Company’s visual communication shareholders meeting, when the meeting is called to order, the total number of shares represented at the meeting shall be disclosed on the visual communication meeting platform. The same shall apply whenever the total number of shares represented at the meeting and a new tally of votes is released during 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, with the number of postponements limited to two and the total postponement time not exceeding one hour. If a quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chairperson shall declare the meeting adjourned. In the event of a visual communication shareholders’ meeting, the Company

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shall also declare the meeting adjourned on the visual communication meeting platform.

If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders' meeting shall be convened within 1 month. If the shareholders' meeting is convened by visual communication conference, shareholders wishing to attend by visual communication conference shall re-register with the Company in accordance with Article 6.

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

Article 8 If the shareholders' meeting is convened by the board of directors, the chairperson shall be assumed by the chairperson of the board of directors. If the chairperson is on leave or unable to exercise their duties for any reason, their proxy shall be determined in the following order: the vice chairperson, a managing director or director designated by the chairperson, or a managing director or director elected by managing directors or directors.

When a managing director or a director serves as the chairperson, as referred to in the preceding paragraph, the managing director or 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 Meeting is convened by any other person entitled to convene the Meeting, such person shall be the chairperson to preside at the Meeting.

Article 9 When a meeting is in progress, the chairperson may announce a break based on time considerations. If a force majeure event occurs, the chairperson may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.

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

According to Article 182 of the Company Act, shareholders may resolve to postpone the meeting and to reconvene it within the next 5 days without the need for further notification or announcement.

Article 10 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

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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.

For the same proposal, each shareholder may speak no more than twice without the chairperson’s consent, and each time shall not exceed 5 minutes. However, with the chairperson’s permission, the speaking time may be extended for 3 minutes. If the speaking time is exceeded, the speech violates regulations, or goes beyond the scope of the proposal, the chairperson may stop the shareholder from speaking.

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.

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.

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

Where a visual communication shareholders’ meeting is convened, shareholders attending the visual communication meeting online may raise questions in writing at the visual communication meeting platform from the time that the chairperson declares the meeting open until such time as the chairperson declares the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. The regulations in paragraphs 1 through 5 of this Article do not apply. As long as questions raised in accordance with the preceding paragraph are not in violation of the regulations nor beyond the scope of a proposal, it is advisable that the questions be disclosed to the public at the visual communication meeting platform.

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

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

Article 11

The chairperson shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extempore 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

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chairperson may announce the discussion closed, call for a vote, and schedule sufficient time for voting.

Article 12 Except as otherwise provided in the Company Act and in the Company's Articles of Incorporation, the adoption of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. Each shareholder has one voting right. Shareholders who entrust a proxy to attend shall handle the regulations regarding the proxy in accordance with the "Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies."

Article 13 When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of the Company, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.

Article 14 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. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.

Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chairperson, provided that all monitoring personnel shall be 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 vote.

When the Company convenes a visual communication shareholders meeting, after the chairperson declares the meeting open, shareholders attending the meeting online shall cast votes on proposals and elections on the visual communication meeting platform before the chairperson announces the voting session ends or will be deemed to have abstained from voting.

In the event of a visual communication shareholders' meeting, votes shall be counted at once after the chairperson announces the voting session ends, and results of votes and elections shall be announced immediately.

When the Company convenes a hybrid shareholders' meeting, if shareholders who have registered to attend the meeting online in accordance with Article 6 decide to attend the physical shareholders' meeting in person, they shall revoke their registration 2 days before the shareholders' meeting in the same manner as they registered. If their registration is not revoked within the time limit, they may only attend the shareholders' meeting online.

When shareholders exercise voting rights by correspondence or electronic means, unless they have withdrawn the declaration of intent and attended the shareholders' meeting online, except for extempore motions, they will not

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exercise voting rights on the original proposals or make any amendments to the original proposals or exercise voting rights on amendments to the original proposal.

Article 15
In the event of a visual communication shareholders’ meeting, the Company shall disclose real-time results of votes and election immediately after the end of the voting session on the visual communication meeting platform according to the regulations, and this disclosure shall continue at least 15 minutes after the chairperson has announced the meeting adjourned.

Article 16
The election of directors at a shareholders meeting shall be held in accordance with the “Rules for Director Elections” established 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 ballots 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. However, if a shareholder initiates a lawsuit pursuant to the Company Act, the records shall be preserved until the conclusion of the litigation.

Article 17
The Company should make an uninterrupted audio and video recording of the entire proceedings of the shareholders’ meeting.

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

Where a Shareholder’s Meeting is held by visual, the Company shall keep information of shareholder registration, sign-in, check-in, questions raised, votes cast, and results of votes counted, and it shall continuously and without interruption record both audio and video of the proceedings of the visual communication meeting.

All information and audio and video recordings specified in the preceding paragraph shall be properly kept by the Company for the entirety of its existence, and copies of the audio and video recordings shall be provided to and kept by the party appointed to handle the matters of the visual communication meeting.

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

Article 18
Matters relating to the resolutions of a shareholders’ meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chairperson of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form.


The distribution of the minutes of shareholders’ meeting specified in the preceding paragraph may be made by means of public announcement.

The minutes must faithfully record the meeting’s date (year, month, day), place, chairperson’s name, resolution method, summary of proceedings, voting results (including the statistical tallies of the numbers of votes). When there is an election of directors, the number of votes for each candidate shall be disclosed. The minutes shall be kept permanently during the existence of the Company.

Where a visual communication shareholders meeting is convened, in addition to the particulars to be included in the meeting minutes as described in the preceding paragraph, the start time and end time of the shareholders meeting, how the meeting is convened, the chairperson’s and secretary’s full names, and actions to be taken in the event of disruption to the visual communication meeting platform or participation in the meeting online due to natural disasters, accidents, or other force majeure events, and how issues are dealt with shall also be included in the minutes.

When convening a visual communication shareholder meeting, in addition to compliance with the requirements in the preceding paragraph, the Company shall specify in the meeting minutes alternative measures available to shareholders with difficulties in attending a visual communication shareholders meeting online.

Article 19

In the event of a visual communication shareholders’ meeting, the Company may offer a simple connection test to shareholders prior to the meeting, and provide relevant real-time services before and during the meeting to help resolve technical issues with communication.

In the event of a visual communication shareholders’ meeting, when declaring the meeting open, the chairperson shall also declare, unless under a circumstance where a meeting is not required to be postponed to or resumed at another time under Article 44-20, Paragraph 4 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if the visual communication meeting platform or participation in the visual communication meeting is obstructed due to natural disasters, accidents, or other force majeure events before the chairperson has announced the meeting adjourned, and the obstruction continues for more than 30 minutes, the meeting shall be postponed to or resumed on another date within 5 days, in which case Article 182 of the Company Act shall not apply.

For a meeting postponed or resumed as described in the preceding paragraph, shareholders who have not registered to participate in the affected visual communication shareholders’ meeting shall not attend the postponed or resumed session.

For a meeting that has been postponed or resumed under the second paragraph of this Article, the number of shares represented by and the voting rights and election rights exercised by the shareholders who registered to participate in

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the affected Shareholders’ Meeting and who successfully signed into the meeting but who do not then go on to attend the postponed or resumed session shall nevertheless be counted towards the total number of shares, number of voting rights, and number of election rights represented at the postponed or resumed session.

During a postponed or resumed session of a shareholders meeting held per the second paragraph, no further discussion or resolution is required for proposals for which votes have been cast and counted and results have been announced, nor for the list of elected directors.

When the Company convenes a visual communication assisted shareholders’ meeting and the visual communication meeting cannot continue as described in second paragraph, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the visual communication shareholders’ meeting, still meets the minimum legal requirement for a shareholder meeting, then the shareholders’ meeting shall continue, and no postponement or resumption thereof under the second paragraph is required.

Under circumstances where a meeting should continue as described in the preceding paragraph, the shares represented by shareholders attending the visual communication meeting shall be counted towards the total number of shares represented by shareholders present at the meeting, provided these shareholders shall be deemed to have abstained from voting on all proposals on the meeting agenda of that Shareholders’ Meeting.

When postponing or resuming a meeting according to the second paragraph, the Company shall handle the preparatory work based on the date of the original shareholders meeting in accordance with the requirements listed under Article 44-20, paragraph 7 of the Regulations Governing the Administration of Shareholder Services of Public Companies.

For dates or period set forth under Article 12, second half, and Article 13, Paragraph 3 of the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, and Article 44-5, Paragraph 2; Article 44-15; and Article 44-17, Paragraph 1 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall handle the matter based on the date of the shareholders meeting that is postponed or resumed under the second paragraph.

Article 20 Matters not provided for in this rule shall be governed by the Company Law and other relevant laws and regulations.

Article 21 These Rules and any amendments hereto shall be implemented after being resolved in the shareholders’ meetings.

Article 22 These rules were established on April 25, 1998.

The first amendment was made on May 28, 2002.

The second amendment was made on June 24, 2005.

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The third amendment was made on June 23, 2006.
The fourth amendment was made on June 25, 2007.
The fifth amendment was made on June 09, 2008.
The sixth amendment was made on June 12, 2012.
The seventh amendment was made on June 13, 2013.
The eighth amendment was made on June 09, 2020.
The ninth amendment was made on August 10, 2021.
The 10th amendment was made on June 14, 2022.
The 11th amendment was made on June 19, 2024.

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Appendix 3

Ruby Tech Corporation

Shareholding of Directors

  1. The class and number of shares issued by the Company: 57,705,752 common shares.
  2. Minimum number of shares to be held by all directors according to the law: 4,616,460 shares
  3. The Company has three independent directors on the board. According to Article 2 of the "Regulations Governing the Share Ownership Ratios and Audits of Directors and Supervisors of Public Companies," the minimum number of shares they should hold should be calculated based on 80% of the requirement stipulated in Article 2, paragraph 1.
  4. The actual number of shares held by all directors of the Company:
Title Name As of the Book Closure Date of April 11, 2026
Shares Held Shareholding Percentage
Chairman Lin, Kuan-Ming 1,522,193 2.64%
Director Hui Yu Investment Co., Ltd. Representative: Lin, Ling-Yu 2,538,317 4.40%
Director Fu Ho Investment Co., Ltd. Representative: Chiu, Chi-Hsin 464,408 0.80%
Director Tung, Chin-Chuan 72,936 0.13%
Director Young, Yu-Che 466,628 0.81%
Total shareholding of all directors (excluding independent directors) 5,064,482 8.78%
Independent Director Huang, Chin-Tan 0 0
Independent Director Wu, Yung-Sheng 0 0
Independent Director Wang, Chi-Chiao 27,415 0.05%
Independent Director Lin, Hsin-Piao 0 0
Total shareholding of all independent directors 27,415 0.05%

Appendix 4

Ruby Tech Corporation

Explanation of shareholders' meeting proposals

At this Annual General Meeting, an explanation of the handling of shareholder proposals:

  1. In accordance with Article 172-1 of the Company Act, a shareholder holding one percent or more of the total number of issued shares may submit a written proposal for discussion to the Company at an annual general meeting. The number of items so proposed, however, is limited to one only, and should be no more than 300 words.

  2. The Company has set the period from April 3, 2026 to April 13, 2026 (until 9:00 a.m.) as the application period for shareholders to submit proposals, and it will be announced on the Market Observation Post System (MOPS) in accordance with the law.

  3. As of the end of the acceptance period, the Company has not received any shareholder proposals.