Stock Code: 8341

Sunny Friend Environmental Technology Co., Ltd

2026 Annual Meeting of Shareholders

Meeting Handbook

(Translation)

May 28, 2026

THIS IS A TRANSLATION OF THE HANDBOOK FOR THE 2026 ANNUAL SHAREHOLDERS' MEETING (THE "HANDBOOK") OF SUNNY FRIEND ENVIRONMENTAL TECHNOLOGY CO., LTD. (THE "COMPANY"). THIS TRANSLATION IS INTENDED FOR REFERENCE ONLY AND NOTHING ELSE, THE COMPANY HEREBY DISCLAIMS ANY AND ALL LIABILITIES WHATSOEVER FOR THE TRANSLATION. THE CHINESE TEXT OF THE HANDBOOK SHALL GOVERN ANY AND ALL MATTERS RELATED TO THE INTERPRETATION OF THE SUBJECT MATTER STATED HEREIN.

Page

One. Meeting Proceedings 1
Two. Meeting Agenda 2
I. Reports 3
II. Acknowledgments 4
III. Discussions 5
IV. Elections 6
V. Other Items 6
VI. Motions 6
VII. End of Meeting 6

Three. Attachments
I. 2025 business Report 8
II. Audit committee’s Review Report 13
III. 2025 Remuneration paid during the most recent fiscal year to directors 14
IV. 2025 Independent Auditors’ Report and Financial Statements 16
V. 2025 Earnings Appropriation Table 45
VI. “Articles of Incorporation” Comparison of Amendments 46
VII. “Asset Acquisition and Disposal Procedures” Comparison of Amendments 47
VIII. List of director (including independent director) candidates 50
IX. Lifting Restrictions on Non-Compete Clause of Directors (including independent director) and their Representatives 52

Four. Appendices
I. Articles of Incorporation (Before Amendment) 53
II. Shareholders’ Meeting Rules of Procedures 60
III. Rules for Election of Directors 71
IV. Asset Acquisition and Disposal Procedures (Before Amendment) 74
V. Directors’ Shareholding Position 89

Sunny Friend Environmental Technology Co., Ltd.
2026 Annual General Meeting

One. Meeting Proceedings

I. Call the Meeting to Order
II. Chairperson's Opening Remarks
III. Reports
IV. Acknowledgments
V. Discussions
VI. Elections
VII. Other Items
VIII. Special Motion
IX. End of Meeting

Sunny Friend Environmental Technology Co., Ltd.
2026 Annual General Meeting

Two. Meeting Agenda

Time: 11:30 am, May 28, 2026 (Tuesday)

Venue: No. 1-20, Yuandong Road, Yuanzhang Township, Yunlin County (Sunny Friend conference room)

Meeting Type: Physical Meeting

I. Call the Meeting to Order
II. Chairperson's Opening Remarks
III. Reports

Motion 1. The 2025 business report.
Motion 2. Audit Committee's review of the 2025 annual final accounting books and statements.
Motion 3. Report on distribution of 2025 director remuneration.
Motion 4. Report on distribution of 2025 employee remuneration.
Motion 5. Report on 2025 cash dividend distribution.

IV. Acknowledgments

Motion 1. Acknowledgment of the 2025 annual final accounting books and statements.
Motion 2. Acknowledgment of the 2025 Earnings Distribution.

V. Discussions

Motion 1. Amendment to the "Articles of Incorporation."
Motion 2. Amendment to the "Procedures for Acquisition or Disposal of Assets".

VI. Elections

Motion 1. Election of the 12th term of board of directors (including Independent Directors).

VII. Other Items

Motion 1. Lift the restrictions on the non-compete clause of newly elected directors.

VIII. Special Motion
IX. End of Meeting

[Reports]

Motion 1
Summary: Please review the 2025 business report.
Description: Please refer to Attachment I (page8 to 12) of the meeting manual for the Company’s 2025 business report.

Motion 2
Summary: Please review Audit committee’s Review Report on 2025 annual final accounting books and statements.
Description: Please refer to Attachment II (page 13) of the meeting manual for the audit committee’s review report.

Motion 3
Summary: Please review the distribution of 2025 director remuneration.
Description:
I. Pursuant to Article 31 of Articles of Incorporation.
II. The Company’s 2025 audited profits (pre-tax profit before employee/director remuneration) were concluded at NT$793,760,473.
III. The board of directors passed a resolution during the meeting held on March 5, 2026 to distribute 2025 director remuneration at NT$10,041,070 entirely in cash. The amounts resolved were indifferent to the expenses estimated in the corresponding year.
IV. For the remuneration received by directors, including the remuneration policy, content and amount of individual remuneration. Please refer to Attachment III (page 14 to 15).

Motion 4
Summary: Please review the distribution of 2025 employee remuneration.
Description: The board of directors passed a resolution during the meeting held on March 5, 2026 to distribute 2025 employee remuneration at NT$55,563,233 entirely in cash. The amounts resolved were indifferent to the expenses estimated in the corresponding year.

Motion 5

Summary: Please review the report on 2025 cash dividend distribution.

Description:
I. Pursuant to Article 31-1 of the Company's Articles of Incorporation, the Company may authorize the board of directors to distribute dividends, profit-sharing, legal reserve and capital reserve (subject to compliance with Article 241 of The Company Act) wholly or partially in cash. Such decisions must be approved in a board meeting with at least two-thirds of directors present and supported by more than half of attending directors, and reported during a shareholder meeting afterwards.

II. The board resolution on March 5, 2026 decided to issue the 2025 cash dividends at NT$4 per share, and the total amount of cash dividends available is NT$520,000,000. The above distribution of dividends to shareholders is proposed to be prioritized from the 2025 earnings. The amount of cash dividends per shareholder shall be calculated and rounded off to the nearest NT$1. Fractions that do not amount to a full NT$1 shall be added and recognized by the Company as other income.

III. The Chairman is authorized to set another ex-dividend record and payment date. If the number of outstanding shares subsequently changes due to a change in share capital, resulting in a change in the dividend payout ratio, the chairman is also authorized to handle the matter in accordance with the Company Act or other applicable laws and regulations.

[Acknowledgments]

Motion 1 (Proposed by the board of directors)

Summary: Please acknowledge of the 2025 annual final accounting books and statements.

Description:
I. The Company's 2025 financial statements (including consolidated financial statements) audited by CPA Chin-Lien Huang and CPA Chih-Fan Yu of PwC Taiwan, to which they issued an audit report. The financial statements, along with the business report, have been reviewed by the Audit committee and have been approved by the board of directors.

II. For the business report, independent auditors' report and financial statements (including consolidated financial statements), please refer to Attachment I and IV, respectively, of the meeting manual (pages 8~12 and 16~44).

Resolution:

Motion 2 (Proposed by the board of directors)

Summary: Please acknowledge of the 2025 Earnings Distribution.

Description: The Company's proposal for earnings distribution for 2025 has been reviewed by the Audit Committee and approved by the Board of Directors. The Company has prepared the following earnings distribution table for 2025 in accordance with the Company Act and the Company's Articles of Incorporation. Please refer to Attachment V of this meeting manual (page 45) for a copy of the 2025 Earnings Appropriation Chart.

Resolution:

[Discussions]

Motion 1 (Proposed by the board of directors)

Summary: Please discuss the amendment to the "Articles of Incorporation."

Description: According to Article 4 of the Operation Directions for Compliance with the Establishment of Board of Directors by TWSE Listed Companies and the Board's Exercise of Powers, the number of independent directors shall not be less than three. Furthermore, from 2027, the number of independent directors of a public company shall not be less than one-third of the total number of Directors, and therefore the Articles of Incorporation have been amended accordingly. Please refer to Attachment VI (page 46).

Resolution:

Motion 2 (Proposed by the board of directors)

Summary: Please discuss the amendment to the "Procedures for Acquisition or Disposal of Assets."

Description: In accordance with the "Regulations Governing the Acquisition and Disposal of Assets by Public Companies" amended and announced

by the Financial Supervisory Commission on July 24, 2025 (Jin-Guan-Zheng-Fa No. 1140383333), the Company's "Measures for Handling Acquisition or Disposal of Assets" are to be amended. Please refer to Attachment VII (page 47~49).

Resolution:

Election

Motion 1 (Proposed by the board of directors)

Summary: Election of the 12th term of board of directors (including independent directors).

Description:
I. The term of office of the Company's directors (including independent directors) will expire on May 25, 2026. It is proposed to hold an election in accordance with the law in the 2026 shareholders' general meeting.
II. The election will follow the "Rules for Election of Directors." In accordance with the requirements of Article 18 the Company's "Articles of Incorporation," the Company has 7 to 9 directors and adopts the candidate nomination practice. The election this time should have 9 seats of directors (including for independent directors) for a term of three years.
III. The newly-elected directors will immediately take office after the election and the end of the shareholders' general meeting. The term of office will be from May 28, 2026 to May 27, 2029. The term of office of the current directors will immediately expire by the end of the shareholders' general meeting.
IV. The list of candidates for directors (including independent directors) has been passed by the board resolution on March 5, 2026. Shareholders shall elect directors (including independent directors) from the list of candidates. For details regarding their educational background, professional experience, and shareholdings. Please refer to Attachment VIII (page 50~51).
V. Please refer to Appendix III (page 53~59) for the Company's "Rules for Election of Directors."

Election results:

Other Items

Motion 1 (Proposed by the board of directors)

Summary: Please discuss the lifting of restrictions on the non-compete clause of newly elected directors

Description: I. In accordance with Article 209 of the Compact Act, a director who acts for himself or on behalf of another person within the Company's scope of business shall explain to shareholders the essential content of the act and obtain their permission.

II. It is proposed to request for a shareholder ratification in the 2026 shareholders' meeting on lifting the restrictions on the non-compete clause of newly-elected directors (including independent directors) and their representatives who act for themselves or on behalf of other people within the Company's scope of business, provided that the Company's interests are not harmed.

III. Please refer to Attachment IX (page 52) for details on lifting the restrictions on the non-compete clause of newly-elected directors (including independent directors) and their representatives.

Resolution:

[Special Motion]

[End of Meeting]

Three. Attachments

[Attachment I]

Sunny Friend Environmental Technology Co., Ltd.

2025 Business Report

I. Business Guidelines

Sunny Friend is the leading medical and hazardous waste treatment service provider in the Greater China Region. Adhering to the core values of self-directed management, technological innovation, environmental protection awareness, environmental maintenance and continuous improvement, the Company has successfully applied foreign technologies to treatments of various types of hazardous wastes both at home and abroad. These support the Company's goals toward "sustainability, stability, growth, technology and global expansion" while at the same time maximizing shareholders' value.

II. 2025 Business report:

(I) Results of the 2025 business plan

Owing to the support of shareholders and employees, the Company and its subsidiaries delivered consolidated revenues and net income totaling NT$3,990,550 thousand and NT$688,353 thousand, respectively, in 2025. Compared with NT$3,696,692 thousand of consolidated revenues and NT$558,153 thousand of consolidated net income concluded in 2024, they represented growth rates of $7.95\%$ and $23.33\%$ , respectively, and after-tax EPS of NT$4.48. On behalf of the board of directors, we would like to thank all employees for their contribution and the shareholders for their continuous support.

III. Financial performance and budget execution

(1) Financial performance

Unit: NTD/ thousands

Account\Year	2025	2024	YoY growth
Operating revenue	3,990,550	3,696,692	7.95%
Operating costs	(2,266,822)	(2,130,056)	6.42%
Gross profit	1,723,728	1,566,636	10.03%
Operating expenses	(775,780)	(849,180)	(8.64)%
Operating profit	947,948	717,456	32.13%
Non-operating income and expenses	(37,160)	(46,184)	(19.54)%
Profit before income tax	910,788	671,272	35.68%

Account\Year	2025	2024	YoY growth
Net income	688,353	558,153	23.33%
Total of comprehensive income attributable to:
Shareholders of the parent company	582,865	480,203	21.38%
Non-controlling interest	105,488	77,950	35.33%
Earnings per share (NTD)	4.48	3.69	21.41%

Variation compared with the previous year:

Operating revenues increased by NT$293,858 thousand year-on-year:

This was mainly the results of a NT$311,357 thousand increase in industrial waste treatment revenue, a NT$11,039 thousand increase in service fee income, a NT$877 thousand increase in sale and a NT$29,415 thousand decrease in medical waste treatment revenue.

Operating costs increased by NT$136,766 thousand year-on-year:

This was mainly the result of a NT$153,436 thousand increase in industrial waste disposal revenue, a NT$8,208 thousand increase in sales costs, a NT$8,192 thousand increase in labor costs, and a NT$33,070 thousand decrease in medical treatment revenue,.

(2) The Company was not required to make public financial forecasts in 2025 under the prevailing laws. Business performance is generally in line with internal plans.

IV. Profitability analysis

In terms of profitability, the net income before tax for the current year was NT$910,788 thousand, an increase of NT$239,516 thousand from NT$671,272 thousand for the same period last year, representing a growth of 35.68%. In general, the Company's profitability was better this year compared to last year, with improvements in asset utilization efficiency and return on equity. The EPS after tax was NT$4.48, up NT$0.79 from NT$3.69 for the same period last year; net income after tax also grew year-over-year, demonstrating a stable trend in the Company's profitability.

Item	2025	2024
Return on assets	6.93%	5.71%
Return on shareholders’ equity	11.96%	10.18%
Operating margin	23.75%	19.41%
Profit margin	17.25%	15.10%
Earnings per share(NTD)	4.48	3.69

V. Future development strategies

(I) Waste treatment in Taiwan

(1) Medical waste treatment in Taiwan

In recent years, the Ministry of Health and Welfare has actively encouraged medical institutions to implement pollution control measures, reduce waste, and recycle resources. According to energy consumption statistics for Taiwan's non-manufacturing industries, hospitals account for approximately 16.09% of the nation's greenhouse gas emissions. As extreme climate change intensifies and poses a growing threat to global ecosystems and human health, medical institutions are increasingly focused on greenhouse gas management and reduction efforts to collectively achieve net-zero emissions by 2050, aligning with international goals. The Company's Yuanchang Plant applied for a change in its license code in 2024 and received the Environmental Impact Assessment Change Comparison Table approval letter in September. Starting from 2025, we have increased our flexibility in allocating processing capacity to handle general medical waste, expired drugs, expired vaccines, liquid waste, and other industrial waste, actively improving equipment utilization rates.

(2) Industrial waste treatment in Taiwan

According to the business waste treatment volume data of the Resource Circulation Administration, Ministry of Environment, the scale of commissioned or joint treatment of business waste in 2024 reached 2.6 million tons per year. The Company acquired the environmental protection land plot at W3 of Xianxi District, located in Changhua Coastal Industrial Par in 2020. The construction permit was approved on April 28, 2023, and the project was contracted in August and completed in December 2025. The Company is currently awaiting the issuance of the miscellaneous use license from the building management authority.

Asbestos is a natural fibrous crystalline silicate mineral. It is widely used in building materials because of its resistance to fire, high temperature, and wear. In principle, asbestos-containing building materials will not affect the health of residents if they are in good condition and their structures are not damaged. However, asbestos-containing building materials are prone to produce dispersible substances when they are demolished, which can lead to diseases, such as pulmonary fibrosis and cancer.

On June 18, 2024, the Ministry of Environment amended the "Principles of Subsidy for Removal and Treatment of Asbestos Building Material Waste" by expanding the scope of subsidies to include business buildings that have had construction stopped, been closed down, or shut down. Based on the on-site investigation experience, on November 12,

2024, its report was approved by the Executive Yuan to include them in the scope of subsidies for business buildings. Subsequently, "livestock farms" was added in being included in the subsidy program for removal and disposal of asbestos building materials waste. Implementation methods were discussed with environmental protection bureaus of all counties and cities on November 20, 2024, with the program commencing in 2025. We obtained a joint supply contract with the Resource Circulation Administration, Ministry of Environment to implement the "Reduction, Recovery and Resource Recycling Promotion Plan - Asbestos Building Materials Waste Removal and Treatment" in 2025 (covering the North, Central, South, and East regions). We are currently actively cooperating with local governments to carry out the project.

(II) Waste treatment in China

(1) Medical waste treatment in China

Beijing Ruentex is the largest medical waste treatment plant in Beijing, comprising two facilities with an approved annual processing capacity of 47,450 tons. In 2025, Beijing Ruentex's annual disposal volume was approximately 33,700 metric tons, comprising 30,900 metric tons of general medical waste and 2,800 metric tons of other waste. However, with more market participants and adjustments to the clearing mechanism, overall competition is intensifying. This is putting downward pressure on both disposal prices and processing volumes. The Company will carefully assess the potential impact and continue to enhance its operational resilience and maintain stable growth by optimizing its business strategy and improving operational efficiency.

(2) Industrial waste treatment in China

Industrial waste output is affected by intensifying competition within the manufacturing industry. Declining production capacity utilization rates and longer investment payback periods are forcing companies into a race to the bottom on price to maintain cash flow, exacerbating supply-demand imbalances in the sector. Some hazardous waste disposal companies are selling their businesses or closing, leading to the elimination of excess and low-quality capacity. This is gradually narrowing the supply-demand gap and restoring market order and stability. It is expected that the supply and demand of industrial waste will gradually return to equilibrium.

VI. Impact of the competitive environment, regulatory environment, and macroeconomic environment

In order to continue expanding real-time monitoring of air pollutant emissions from stationary sources in public and private facilities, and to enhance the monitoring and control capabilities of these sources, the Ministry of Environment amended the "Fixed Pollution Sources Required to Install Continuous Automatic Monitoring Facilities and

Connect to the Competent Authority" on January 2, 2025. The amendment adds a sixth group of public and private facilities required to install these facilities and connect to the authority, and includes sources that use solid recycled fuels and waste-derived fuels, hazardous waste thermal treatment processes, and facilities that have received serious shutdown orders. This amendment also incorporates small incinerators with a processing capacity of less than 400 kg per hour into the monitoring requirements (with some exclusions), which will encourage technological upgrades within the incineration industry or facilitate market exit for less competitive facilities.

To align with the government's new carbon reduction targets and bolster carbon reduction efforts across all departments, the Ministry of Environment announced a list of "emission sources required to conduct and register greenhouse gas emissions" on March 4, 2025. This list expands the scope of required reporting to include the service industry, transportation industry, medical institutions, and other businesses. Entities meeting the criteria outlined in the announcement must complete their annual greenhouse gas emission inventory and registration by April 30th of each year, starting in 2026. On December 19, 2025, amendments were announced to some provisions of the "Management Regulations for Greenhouse Gas Emissions Inventory, Registration" to simplify the inventory process, reduce inventory costs for businesses, and ensure the full utilization of domestic testing resources.

VII. Future Outlook

In recent years, China has prioritized state-owned enterprises over the private sector, leading to intense internal competition. At present, China is facing overcapacity and difficulties in the transformation of certain industries, while the global economy is also being impacted by the continuing US-China trade war. Looking to the future, we aspire to thrive and adapt in the landscape of global competition.

Lastly, I would like to thank all of you for your continuous support to Sunny Friend Environmental Technology Co., Ltd. and hope for your guidance to Sunny Friend Group in the future.

We give you our best regards for the upcoming future!

Chairman Fang-Chen Chang

Chairman: Fang-Chen Chang

Manager: Fang-Chen Chang

Head of Accounting: Ming-Hung Hsieh

[Attachment II]

Sunny Friend Environmental Technology Co., Ltd.

Audit committee’s Review Report

The board of directors has completed preparation of the 2025 business report, earnings appropriation chart and financial reports (including consolidated financial reports). The balance sheet, statement of comprehensive income, statement of changes in equity and cash flow statement have been audited by accountants Chin-Lien Huang and Chih-Fan Yu of PwC Taiwan, and an unqualified opinion has been issued.

We, the audit committee, have reviewed the above financial statements prepared by the board of directors and found no misstatements. We hereby issue this report in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of The Company Act.

Sincerely,

The 2026 Annual General Meeting

Audit Committee Convener: Su-Ming Lin

March 5. 2026

[Attachment III]

Unit: NT$ 1000

Remuneration paid during the most recent fiscal year to directors and independent directors

Title	Name	Directors' remuneration							Total Remuneration (A + B + C + D) and as a % of the Net Income	Remuneration for concurrent position as an employee								Total Compensation (A + B + C + D + E + F + G) and as a % of the Net Income	Receive remuneration from non-consolidated affiliates or the parent company
		Base Compensation (A)		Severance Pay and Pensions (B)		Compensation to Directors (C)		Allowances for Operations (D)			Base Compensation, Bonuses, and Allowances (E)		Severance Pay and Pensions (F)		Employees' Profit Sharing Bonus (G)
		The Company	From All Consolidated Entities	The Company	From All Consolidated Entities	The Company	From All Consolidated Entities	The Company	From All Consolidated Entities	The Company	From All Consolidated Entities	The Company	From All Consolidated Entities	The Company	From All Consolidated Entities	Cash	Stock	Stock		Cash	Stock
Chairman and General Manager	Ren-Ying Industrial Co., Ltd. Representative Fang-Chen Chang	0	0	0	0	3,345	3,345	60	60	3,405 0.58%	3,405 0.58%	5,308	5,330	0	0	5,001	0	5,001	0	13,714 2.35%	13,736 2.36%
Director	Yuan-Ting Investment Co., Ltd. Representative Ming-Yuan Cheng	0	0	0	0	1,674	1,674	60	60	1,734 0.30%	1,734 0.30%	0	0	0	0	0	0	0	0	1,734 0.30%	1,734 0.30%
Director	Ruentex Development Co., Ltd Representative Tien-Jie Li	0	0	0	0	1,674	1,674	60	60	1,734 0.30%	1,734 0.30%	0	0	0	0	0	0	0	0	1,734 0.30%	1,734 0.30%
Director	Ruentex Development Co., Ltd Representative Chin-Tzu Lin	0	0	0	0	1,674	1,674	30	30	1,704 0.29%	1,704 0.29%	0	0	0	0	0	0	0	0	1,704 0.29%	1,704 0.29%
Director and Vice General Manager	Cheng-Chi Investment Co., Ltd. Representative Yung-Tien Chang	0	0	0	0	1,674	1,674	60	60	1,734 0.30%	1,734 0.30%	4,438	4,438	108	108	861	0	861	0	7,141 1.23%	7,141 1.23%

Title	Name	Directors' remuneration	Total Remuneration (A + B + C + D) and as a % of the Net Income	Remuneration for concurrent position as an employee	Total Compensation (A + B + C + D + E + F + G) and as a % of the Net Income	Receive remuneration from non-consolidated affiliates or the parent company
Base Compensation (A)	Severance Pay and Pensions (B)	Compensation to Directors (C)	Allowances for Operations (D)	Base Compensation, Bonuses, and Allowances (E)	Severance Pay and Pensions (F)	Employees' Profit Sharing Bonus (G)
The Company	From All Consolidated Entities	The Company	From All Consolidated Entities	The Company	From All Consolidated Entities	The Company
Independent Director	Su-Ming Lin	600	600	0	0	0
Independent Director	Wen-Chieh Wang	600	600	0	0	0
Independent Director	Chun-Chung Chen	600	600	0	0	0
Independent Director	Chin-Fa Chiu	600	600	0	0	0

Please state the policy, system, standards and structure of remuneration payments to directors, and describe the relationship between the responsibility, risk, time committed to the organization and other factors and amount of remuneration to them.:
1. The policy on the remuneration for directors is described in the Company's article of incorporation, * Annual profits concluded by the Company are subject to employee remuneration of at least 7%, and of the employee remuneration distributed, no less than 30% shall be distributed to entry-level employees, which the board of directors may decide to distribute in cash or in shares. Employees of subsidiaries may also be entitled to receive remuneration, provided that they meet the criteria specified by the board of directors. Up to 1.4% (inclusive) of the aforementioned profit may be distributed as directors' remuneration at the discretion of the board of directors. Employee's and director's remuneration proposals are to be raised for resolution during the shareholders' meetings. Profits must first be taken to offset against cumulative losses, if any, before the remainder can be distributed as employee/director remuneration in the above percentages."
2. According to the Company's "Measures of Remuneration to Directors, Audit committee and Remuneration Committee," the remuneration for independent directors is restricted in the form of monthly salary and specified amount of transportation allowance, and the independent directors will not participate in the distribution of remuneration for directors. Determine the procedures for specifying the amount for the remuneration of directors. The remuneration committee provides the proposal for the remuneration percentage based on the Company's operating results, performance, and the appraisal of the board for the year to the board for review. The remuneration is distributed in accordance with the "Guidelines on the Remuneration for Directors Audit Committee and Remuneration Committee Members" to provide the directors with a reasonable amount in remuneration.

[Attachment IV]

Sunny Friend Environmental Technology Co., Ltd. and Subsidiaries

Consolidated Financial Statements Declaration

The entities that are required to be included in the combined financial statements of Sunny Friend Environmental Technology as of and for the year ended on December 31, 2024, under the “Criteria Governing the Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises” are the same as those included in the consolidated financial statements prepared in conformity with the International Accounting Standard 10, “Consolidated Financial Statements.” In addition, the information required to be disclosed in the combined financial statements is included in the consolidated financial statements. Consequently, Sunny Friend Environmental Technology and Subsidiaries do not prepare a separate set of combined financial statements.

Very truly yours

Company Name: Sunny Friend Environmental Technology Co., Ltd. and Subsidiaries

Responsible Person: Fang-Cheng Chang

March 5, 2026

Independent Auditors' Report
(2026) Cai-Shen-Bao-Zi No. 25004901

Sunny Friend Environmental Technology Co., Ltd.

Opinions

We have audited the accompanying consolidated balance sheets as of December 31, 2025 and 2024 and the consolidated statements of comprehensive income, changes in equity and cash flows for the years starting January 1 and ending on December 31, 2025 and 2024, as well as the notes to the consolidated financial statements (including the summary of major accounting policies), for Sunny Friend Environmental Technology and subsidiaries (known as Sunny Friend).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Sunny Friend Environmental Technology and subsidiaries as of December 31, 2025 and 2024, and the results of their consolidated operations and their consolidated cash flows for those years then ended in conformity with the Guidelines Governing the Preparation of Financial Reports by Securities Issuers, the International Financial Reporting Standards, International Accounting Standards, interpretation as well as related guidance translated by Accounting Research and Development Foundation endorsed by the Financial Supervisory Commission of the Republic of China with the effective dates.

Basis for Opinions

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in Taiwan. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Consolidated Financial Statements section of our report. We are independent of Sunny Friend in accordance with the Professional Ethics for Certified Public Accountant of the Republic of China and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Issues

Key audit issues are those that, in our professional judgment, were of most significance in our audit of the consolidated financial statements 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 issues.

Key audit matters for the Company’s consolidated financial statements for the year ended December 31, 2025 are stated as follows:

Correctness of Income from Waste Disposal

Description

For the accounting policies on operating revenue, refer to Note IV (XXVII) of the consolidated financial statements. For the description of operating revenue items, refer to Note VI (XX) of the consolidated financial statements.

The business revenue of Sunny Friend mainly comes from waste transportation and waste disposal. In 2025, the revenue from waste disposal totaled NT$2,970,010,000, accounting for 74.43% of the consolidated operating revenue. The revenue is recognized based on the various waste disposal processes (incineration, physicochemical and solidification) commissioned by different clients. The price and quantity are based on the contracts signs with various clients and the reports provided by the waste treatment plants. Due to a large number of clients and medical institutions that commission the Company for waste disposal and that the types, quantities, procedures and pricing are all different, partial manual operations of the handling, recording and maintaining reports and records may result in the incorrect calculation of revenue from waste disposal. The amount can have a significant impact on the consolidated financial statements. Therefore, the accountants believe that the correctness of the waste disposal income shall be one of the most important issues for the audit this year.

Corresponding Audit Procedures

Our key audit procedures performed with respect to the above area included the following:

Based on our understanding of the Company's business and industry, we assessed the reasonableness of revenue recognition policies and procedures and confirmed that these were consistently applied in the financial statements.
We understood the processes of waste collection, management and disposal and assessed and tested relevant internal controls, including the verification of consistency between the quantities commissioned by clients, handled by the processing plants and transported by external transportation firms and inspection of the actual processing volume of and the reported processing volume by the processing plant.
We verified the accuracy of the operating statement that was used in revenue recognition by management, including randomly checking the details of items and quantities of billing charges against the actual contracts and daily processing reports of the plant to recalculate the accuracy and ascertained that these were consistent with the carrying amount of

revenue.

Other matters – Parent company only financial statements

We have audited and expressed an unqualified opinion on the parent company only financial statements of Sunny Friend for the years ended December 31, 2025 and 2024.

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

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

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

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

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in Taiwan will always detect a material misstatement when it exists. Misstatements can arise from fraud or error. Misstatements 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 auditing standards generally accepted in Taiwan,

we exercise professional judgment and maintain professional skepticism throughout the audit. We also conduct the following tasks:

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error as fraud may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal control.
Obtain an understanding of the internal controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal controls.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the corporate group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal 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 for the year ended December 31, 2025 and are, therefore, the key audit matters. We describe these matters in our auditor's report unless the 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.

PricewaterhouseCoopers, Taiwan
Chin-Lien Huang
Accountant
Chih-Fan Yu
Financial Supervisory Commission
Approval Document Number: Jin-Guan-Zheng-Shen-Zi.
No.1100348083
Approval Document Number: Jin-Guan-Zheng-Shen-Zi.
No.1110349013
March 5, 2026

Sunny Friend Environment Technology Co., Ltd. and Subsidiaries
Consolidated Balance Sheet
December 31, 2025 and 2024
Unit: NT$1,000

	Asset	Notes	December 31, 2025		December 31, 2024
			Amount	%	Amount	%
Current assets
1100	Cash and cash equivalents	VI (I)	$ 655,554	7	$ 741,113	7
1110	Financial assets at fair value through profit or loss - Current	VI (II)	167,804	2	280,440	3
1136	Financial assets at amortized cost - Current	VI (I) (III) and VIII	166,594	2	191,164	2
1140	Contract assets - Current	VI (XX) and XII(II)	312,266	3	-	-
1150	Notes receivable, net	VI (IV) and XII (II)	23,588	-	43,947	1
1170	Accounts receivable, net	VI (IV) and XII (II)	339,389	3	561,698	5
1180	Accounts receivable- Related parties	VI (IV) + VII and XII (II)	1,349	-	810	-
1200	Other receivables		3,423	-	4,546	-
130X	Inventories		21,238	-	26,150	-
1410	Prepayments		210,507	2	205,749	2
1470	Other current assets		10,747	-	10,334	-
11XX	Total Current Assets		1,912,459	19	2,065,951	20
Non-current assets
1535	Financial assets at amortized cost - Non-current	VI (I) (III) and VIII	25,158	-	32,494	-
1600	Property, plant and equipment	VI (V) and VIII	6,590,972	66	6,793,271	64
1755	Right-of-use assets	VI (VI) and VII	636,677	6	689,589	6
1780	Intangible assets	VI (VII)	580,294	6	665,745	6
1840	Deferred income tax assets	VI (XXVII)	64,456	1	70,681	1
1900	Other non-current assets	VI (V)(IX)	248,550	2	269,597	3
15XX	Total Non-current Assets		8,146,107	81	8,521,377	80
1XXX	Total Assets		$ 10,058,566	100	$ 10,587,328	100

(Continued on next page)

Sunny Friend Environment Technology Co., Ltd. and Subsidiaries
Consolidated Balance Sheet
December 31, 2025 and 2024

	Liabilities and Stockholders’ Equity	Notes	December 31, 2025		December 31, 2024
			Amount	%	Amount	%
Current liabilities
2100	Short-term debts	VI (X) and VIII	$ 48,116	-	$ 43,448	-
2130	Contract liabilities - Current	VI (XX)	169,703	2	222,000	2
2150	Notes payable		9,246	-	8,675	-
2170	Accounts payable	VII	165,875	2	155,732	2
2180	Accounts payable- Related parties		17,837	-	1,428	-
2200	Other payables	VI (XI)	524,807	5	479,852	5
2230	Current income tax liabilities	VI (XXVII)	165,658	2	139,636	1
2250	Provisions -Current	VI (XIV)	10,873	-	20,707	-
2280	Lease liabilities - Current	VI (VI) and VII	28,267	-	27,336	-
2320	Long-term liabilities - Due within one year	VI (XII) (XV) and VIII	38,463	-	113,227	1
2399	Other current liabilities - Others	VI(IV)	57,611	1	48,011	1
21XX	Total Current Liabilities		1,236,456	12	1,260,052	12
Non-current liabilities
2527	Contract liabilities-Non current	VI (XX)	3,705	-	4,675	-
2540	Long-term borrowings	VI (XII) and VIII	2,482,500	25	2,981,500	28
2550	Provisions - Non-current	VI (XIV)	64,696	-	48,003	1
2570	Deferred income tax liabilities	VI (XXVII)	85,797	1	145,753	1
2580	Lease liabilities - Non-current	VI (VI) and VII	289,197	3	333,918	3
2600	Other non-current liabilities	VI (IV) (XV)	89,213	1	110,988	1
25XX	Total Non-current Liabilities		3,015,108	30	3,624,837	34
2XXX	Total liabilities		4,251,564	42	4,884,889	46
Equity attributable to shareholders of the parent company
	Capital	VI (XVII)
3110	Capital stock		1,300,000	13	1,300,000	12
	Capital surplus	VI (XVIII)
3200	Capital surplus		2,588,427	26	2,588,427	25
	Retained earnings	VI (XIX)
3310	Legal reserve		824,947	8	776,927	7
3320	Special reserve		25,922	-	115,699	1
3350	Unappropriated earnings		619,425	6	488,803	5
	Other equity interests
3400	Other equity interests		( 41,290)	-	( 25,922)	-
31XX	Equity attributable to shareholders of the parent company		5,317,431	53	5,243,934	50
36XX	Non-controlling Interests	IV (III) and VI (XXVIII)	489,571	5	458,505	4
3XXX	Total stockholders’ equity		5,807,002	58	5,702,439	54
	Material contingent liabilities and unrecognized contractual commitments	IX
	Major Subsequent Issues	XI
3X2X	Total Liabilities and Equity		$ 10,058,566	100	$ 10,587,328	100

Please refer to the accompanying notes to the financial statements as they are an integral part of the consolidated financial report.

Chairman: Fang-Cheng Chang
Managerial Officer: Fang-Cheng Chang
Principal Accounting Officer: Ming-Hung Hsieh

Sunny Friend Environment Technology Co., Ltd. and Subsidiaries
Consolidate Statement of Comprehensive Income
January 1 to December 31, 2025 and 2024

Items	Notes	2025		2024
		Amount	%	Amount	%
4000 Operating revenue	VI(XX) · VII and IX	$ 3,990,550	100	$ 3,696,692	100
5000 Operating costs	VI (VII)(XXV) (XXVI) · VII and IX	( 2,266,822)	( 57)	( 2,130,056)	( 58)
5900 Gross profit		1,723,728	43	1,566,636	42
Operating expenses	VI (VII)(XXV) (XXVI)
6100 Marketing expenses		( 194,714)	( 5)	( 225,250)	( 6)
6200 General and administrative expenses		( 558,635)	( 14)	( 577,032)	( 16)
6300 Research and development expenses		( 1,791)	-	( 4,514)	-
6450 Expected loss on credit impairment	VI (XXV) and XII (II)	( 20,640)	-	( 42,384)	( 1)
6000 Total operating expenses		( 775,780)	( 19)	( 849,180)	( 23)
6900 Operating profit		947,948	24	717,456	19
Non-operating income and expenses
7100 Interests income	VI (III)(XXI)	7,144	-	10,525	-
7010 Other income	VI (XXII)	20,568	1	39,039	1
7020 Other benefits and losses	VI (II)(XXIII)	( 28,479)	( 1)	( 47,227)	( 1)
7050 Financial cost	VI (VI)(XXIV) and VII	( 36,393)	( 1)	( 48,521)	( 1)
7000 Total operating income and expenses		( 37,160)	( 1)	( 46,184)	( 1)
7900 Profit before income tax		910,788	23	671,272	18
7950 Income tax expense	VI (XXVII)	( 222,435)	( 6)	( 113,119)	( 3)
8200 Profit for the year		$ 688,353	17	$ 558,153	15
Other comprehensive income for the year (net)
Items that will be re-classified to profit or loss
8361 Exchange differences arising on the translation of foreign operations		($ 15,368)	-	$ 90,986	3
8300 Other comprehensive income for the year (net)		($ 15,368)	-	$ 90,986	3

(Continued on next page)

Sunny Friend Environment Technology Co., Ltd. and Subsidiaries
Consolidate Statement of Comprehensive Income
January 1 to December 31, 2025 and 2024

	Items	Notes	2025		2024
			Amount	%	Amount	%
8500	Total comprehensive income for the year		$ 672,985	17	$ 649,139	18
	Net income attributable to:
8610	Shareholders of the parent company		$ 582,865	14	$ 480,203	13
8620	Non-controlling interest		$ 105,488	3	$ 77,950	2
	Total of comprehensive income attributable to:
8710	Shareholders of the parent company		$ 567,497	14	$ 569,980	16
8720	Non-controlling interest		$ 105,488	3	$ 79,159	2
	Earnings per share	VI (XXIX)
9750	Basic earnings per share		$	4.48	$	3.69
9850	Diluted earnings per share		$	4.46	$	3.68

Unit: NT$1,000
(Except for earnings per share)

Please refer to the accompanying notes to the financial statements as they are an integral part of the consolidated financial report.

Chairman: Fang-Cheng Chang
Managerial Officer: Fang-Cheng Chang
Principal Accounting Officer: Ming-Hung Hsieh

Sunny Friend Environment Technology Co., Ltd. and Subsidiaries
Consolidated Statement of Changes in Equity
January 1 to December 31, 2025 and 2024
Equity attributable to shareholders of the parent company
Unit: NT$1,000

	Notes	Capital stock	Capital surplus	Retained earnings			Exchange differences arising on the translation of foreign operations	Total	Non-controlling interest	Total stockholders' equity
				Legal reserve	Special reserve	Unappropriated earnings
2024
Balance January 1, 2024		$ 1,300,000	$ 2,558,820	$ 736,071	$ 65,986	$ 463,169	($ 115,699)	$ 5,008,347	$ 258,968	$ 5,267,315
Profit for the year VI(XXVIII)		-	-	-	-	480,203	-	480,203	77,950	558,153
Other comprehensive income for the year VI(XXVIII)		-	-	-	-	-	89,777	89,777	1,209	90,986
Total comprehensive income for the year		-	-	-	-	480,203	89,777	569,980	79,159	649,139
Appropriation of 2023 earnings: VI(XIX)
Provisions for Legal reserve		-	-	40,856	-	( 40,856)	-	-	-	-
Provisions for Special reserve		-	-	-	49,713	( 49,713)	-	-	-	-
Cash dividends		-	-	-	-	( 364,000)	-	( 364,000)	-	( 364,000)
Distribution of cash from capital surplus VI(XVIII)(XIX)		-	( 130,000 )	-	-	-	-	( 130,000)	-	( 130,000)
Share-based payment VI(XVII)(XVII)I(XXVIII)		-	3,735	-	-	-	-	3,735	3,735	7,470
The net difference between the fair value of the consideration paid or received from acquiring or disposing of subsidiaries and the carrying amounts of the subsidiaries	IV(III)VII(XVII)I(XXVIII)
Changes in ownership interests in subsidiaries	VI(XVIII)(XXVIII)	-	28,827	-	-	-	-	28,827	( 33,918)	( 5,091)
Cash dividends paid to non-controlling interests	VI(XXVIII)	-	127,045	-	-	-	-	127,045	182,484	309,529
Balance December 31, 2024		$ 1,300,000	$ 2,588,427	$ 776,927	$ 115,699	$ 488,803	($ 25,922)	$ 5,243,934	$ 458,505	$ 5,702,439
2025
Balance January 1, 2025		$ 1,300,000	$ 2,588,427	$ 776,927	$ 115,699	$ 488,803	($ 25,922)	$ 5,243,934	$ 458,505	$ 5,702,439
Profit for the year VI(XXVIII)		-	-	-	-	582,865	-	582,865	105,488	688,353
Other comprehensive income for the year		-	-	-	-	-	( 15,368)	( 15,368)	-	( 15,368)
Total comprehensive income for the year		-	-	-	-	582,865	( 15,368)	567,497	105,488	672,985

(Continued on next page)

Sunny Friend Environment Technology Co., Ltd. and Subsidiaries

Consolidated Statement of Changes in Equity

January 1 to December 31, 2025 and 2024

Equity attributable to shareholders of the parent company

Unit: NT$1,000

	Notes	Capital stock	Capital surplus	Retained earnings			Exchange differences arising on the translation of foreign operations	Total	Non-controlling interest	Total stockholders' equity
				Legal reserve	Special reserve	Unappropriated earnings
Appropriation of 2024 earnings:	VI (XIX)
Provisions for Legal reserve		-	-	48,020	-	( 48,020 )	-	-	-	-
Reversed for Special reserve		-	-	-	( 89,777)	89,777	-	-	-	-
Cash dividends		-	-	-	-	( 494,000 )	-	( 494,000 )	-	( 494,000 )
Cash dividends paid to non-controlling interests	VI(XXVIII)	-	-	-	-	-	-	-	( 74,422)	( 74,422)
Balance December 31, 2025		$ 1,300,000	$ 2,588,427	$ 824,947	$ 25,922	$ 619,425	($ 41,290 )	$ 5,317,431	$ 489,571	$ 5,807,002

Please refer to the accompanying notes to the financial statements as they are an integral part of the consolidated financial report.

Chairman: Fang-Cheng Chang

Managerial Officer: Fang-Cheng Chang

Principal Accounting Officer: Ming-Hung Hsieh

Sunny Friend Environment Technology Co., Ltd. and Subsidiaries
Consolidated Cash Flow Statement
January 1 to December 31, 2025 and 2024

Unit: NT$1,000

Sunny Friend Environment Technology Co., Ltd. and Subsidiaries
Consolidated Cash Flow Statement
January 1 to December 31, 2025 and 2024

	Notes	2025	2024
Cash Flow from Operating Activities
Profit before income tax		$ 910,788	$ 671,272
Adjustment
Adjustments to reconcile profit (loss)
Net gain on financial assets at fair value through profit and loss	VI(II)(XXIII)	( 3,451 )	( 440 )
Expected loss on credit impairment	VI(XXV) and XII (II)	20,640	42,384
Loss on disposal of property, plant and equipment	VI (XXIII)	575	13,117
Depreciation expense	VI (V) (VI) (XXV)	641,291	601,777
Amortization expense	VI(VII) (XXV)	88,077	77,700
Interests income	VI (XXI)	( 7,144 )	( 10,525 )
Interest expenses	VI (XXIV)	36,393	48,521
Employee stock option compensation expense	VI (XVI) (XXVI)	-	7,470
Goodwill impairs loss	VI(VII)(XXIII)	-	81,422
Impairment on property, plant and equipment	VI(V)(VIII)(XXIII)	47,359	-
Changes in operating assets and liabilities
Changes in operating assets
Acquisition of financial assets at fair value through profit or loss		116,087	( 280,000 )
Contract liabilities - Current		( 312,266 )	-
Notes receivable		19,953	( 14,251 )
Accounts receivable		200,190	( 49,498 )
Accounts receivable- Related parties		( 539 )	( 563 )
Other receivables		1,026	( 1,165 )
Inventories		4,154	( 893 )
Prepayments		( 2,939 )	( 679 )
Other current assets		( 280 )	( 896 )
Changes in operating liabilities
Contract liabilities - Current and Non-current		( 50,856 )	59,383
Notes payable		585	1,866
Accounts payable		9,781	21,331
Accounts payable- Related parties		16,394	1,212
Other payables		( 28,063 )	16,055
Other current liabilities		2,407	467
Provisions - Current and Non-current	VI (XIV)	16,692	10,549
(Continued on next page)

Sunny Friend Environment Technology Co., Ltd. and Subsidiaries
Consolidated Cash Flow Statement
January 1 to December 31, 2025 and 2024
Unit: NT$1,000

Notes	2025	2024
Other non-current liabilities	($ 9,516)	($ 11,822)
Cash flow from operating activities	1,717,338	1,283,794
Interest received	7,036	10,538
Interest paid	( 11,751)	( 28,320)
Income tax paid	( 250,574)	( 159,467)
Net cash generated by operating activities	1,462,049	1,106,545
Cash Flow from Investing Activities
Acquisition of financial assets at amortized cost	( 160,542)	( 125,928)
Disposal of financial assets at amortized cost	192,066	124,869
Acquisition of property, plant and equipment	VI (XXX)	( 372,490)
Proceeds from disposal or property, plant and equipment	13,434	17,654
Acquisition of intangible assets	VI (XXX)	( 16,168)
Refundable deposits paid (listed in “Other non-current assets”)	( 46,057)	( 31,070)
Refundable deposits refunded (listed in “Other non-current assets”)	33,367	19,809
Increase in other non-current assets	( 13,421)	( 60,702)
Net cash used in investing activities	( 369,811)	( 616,721)
Cash Flow from Financing Activities
Increase in short-term loans	VI (XXXI)	2,346,518
Decrease in short-term loans	VI (XXXI)	( 2,342,166)
Increase in short-term notes payable	VI (XXXI)	30,000
Decrease in short-term notes payable	VI (XXXI)	( 30,000)
Increase in long-term borrowings	VI (XXXI)	650,000
Re-payment in long-term borrowings	VI (XXXI)	( 1,224,000)
(Continued on next page)

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Sunny Friend Environment Technology Co., Ltd. and Subsidiaries
Consolidated Cash Flow Statement
January 1 to December 31, 2025 and 2024
Unit: NT$1,000

	Notes	2025	2024
Increase in guarantee deposits received (listed in "Other current liabilities" and "Other non-current liabilities")	VI (XXXI)	$ 30,256	$ 14,746
Decrease in guarantee deposits received (listed in "Other current liabilities" and "Other non-current liabilities")	VI (XXXI)	( 20,975 )	( 15,597 )
Re-payment of principal of lease liabilities	VI (XXXI)	( 29,636 )	( 27,469 )
Cash dividends paid	VI (XIX)	( 494,000 )	( 494,000 )
Cash dividends distributed by subsidiaries	VI(XXVIII)	( 74,422 )	( 31,923 )
Cash capital increase in subsidiary	VI(XXVIII)	-	309,529
Acquisition of subsidiary's equity	VI(XXVIII)	-	( 5,091 )
Net cash used in financing activities		( 1,158,425 )	( 471,259 )
Effect of exchange rate changes on cash and cash equivalents		( 19,372 )	( 36,521 )
Net decrease in cash and cash equivalents		( 85,559 )	( 17,956 )
Beginning of year cash and cash equivalents		741,113	759,069
End of year cash and cash equivalents		$ 655,554	$ 741,113

Please refer to the accompanying notes to the financial statements as they are an integral part of the consolidated financial report.

Chairman: Fang-Cheng Chang
Managerial Officer: Fang-Cheng Chang
Principal Accounting Officer: Ming-Hung Hsieh

Independent Auditors' Report
(2026) Cai-Shen-Bao-Zi No. 25004320

Sunny Friend Environmental Technology

Opinions

We have audited the accompanying parent company only balance sheets dated December 31, 2025 and 2024 and the parent company only statements of comprehensive income, changes in equity and cash flows for the years starting January 1 and ending on December 31, 2025 and 2024, as well as the notes to the parent company only financial statements (including the summary of major accounting policies) for Sunny Friend Environmental Technology.

In our opinion, the parent company only financial statements referred to above are published in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and present fairly, in all material respects, the parent company only financial position of Sunny Friend Environmental Technology as of December 31, 2025 and 2024, and the financial performance and cash flow between January 1 and December 31 of 2025 and 2024.

Basis for Opinions

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in Taiwan. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Parent company only Financial Statements section of our report. We are independent of Sunny Friend in accordance with the Professional Ethics for Certified Public Accountant of the Republic of China and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Issues

Key audit issues are those that, in our professional judgment, were of utmost significance in our audit of the parent company only financial statements 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

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separate opinion on these issues.

Key audit matters for the Company’s parent company only financial statements for the year ended December 31, 2025 are stated as follows:

Correctness of Income from Waste Disposal

Description

For the accounting policies on operating revenue, refer to Note IV (XXVI) of the parent company only financial statements. For the description of operating revenue items, refer to Note VI (XIX) of the parent company only financial statements.

The business revenue of Sunny Friend mainly comes from waste disposal. The revenue is recognized based on the various waste disposal processes (incineration, physicochemical and solidification) commissioned by different clients. The price and quantity are based on the contract’s signs with various clients and the reports provided by the waste treatment plants. Due to a large number of clients and medical institutions that commission the Company for waste disposal and that the types, quantities, procedures and pricing are all different, partial manual operations of the handling, recording and maintaining reports and records may result in the incorrect calculation of revenue from waste disposal. The amount can have a significant impact on the financial statements. Therefore, the accountants believe that the correctness of the waste disposal income shall be one of the most important issues for the audit this year.

Corresponding Audit Procedures

Our key audit procedures performed with respect to the above area included the following:

Based on our understanding of the Company's business and industry, we assessed the reasonableness of revenue recognition policies and procedures. We confirmed that these were consistently applied in the financial statements.
We understood the processes of waste collection, management and disposal and assessed and tested relevant internal controls, including the verification of consistency between the quantities commissioned by clients, handled by the processing plants and transported by external transportation firms and inspection of the actual processing volume of and the reported processing volume by the processing plant.

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We verified the accuracy of the operating statement that was used in revenue recognition by management, including randomly checking the details of items and quantities of billing charges against the actual contracts and daily processing reports of the plant to recalculate the accuracy and ascertained that these were consistent with the carrying amount in revenue.

Responsibilities of Management and Those Charged with Governance for the Standalone 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 the 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 Sunny Friend's ability to continue as a going concern, disclosing, as applicable, matters related to a going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations or has no realistic alternative but to do so.

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

Auditors' Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether or not the parent company only financial statements as a whole are free from material misstatements, 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 auditing standards generally accepted in Taiwan will always detect a material misstatement when it exists. Misstatements can arise from fraud or error. They 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 standalone financial statements.

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As part of an audit in accordance with the auditing standards generally accepted in Taiwan, we exercise professional judgment and maintain professional skepticism throughout the audit. We also conduct the following tasks:

Identify and assess the risks of material misstatements 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.
Obtain an understanding of the internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether or not a material uncertainty exists related to events or conditions that may cast a significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the 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 auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures and whether or not the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within Sunny Friend to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the audit for the parent company only entity. We remain solely responsible for our audit opinion.

-34-

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 for the year ended December 31, 2025, and are therefore the key audit matters. We describe these matters in our auditor’s report unless the 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.

Sunny Friend Environment Technology Co.,Ltd.
Standalone Balance Sheet
December 31, 2025 and 2024
Unit: NT$1,000

	Asset	Notes	December 31, 2025		December 31, 2024
			Amount	%	Amount	%
Current assets
1100	Cash and cash equivalents	VI (I)	$ 137,036	2	$ 202,826	2
1140	Contract assets – Current	VI (XIX) and XII(II)	285,620	3	-	-
1150	Notes receivable, net	VI (III) and XII (II)	475	-	5,824	-
1170	Accounts receivable, net	VI (III) and XII (II)	27,255	-	162,105	2
1180	Account receivable - Net from related parties	VI (III) • VII and XII(II)	43,301	1	92,549	1
1200	Other receivables		336	-	373	-
1210	Other receivables - Related parties	VII	4,023	-	2,176	-
1460	Non-current assets available for sale - Net	VI (VIII) and VII	-	-	231,085	2
1470	Other current assets		98,805	1	73,110	1
11XX	Total Current Assets		596,851	7	770,048	8
Non-current assets
1535	Financial assets at amortized cost - Non-current	VI (I) (II) and VIII	9,921	-	11,406	-
1550	Investments accounted for using equity method	VI (IV)(VIII) and VII	4,359,214	50	4,650,497	50
1600	Property, plant and equipment	VI (V) • VII and VIII	3,260,108	38	3,292,745	35
1755	Right-of-use assets	VI (VI)	281,653	3	329,412	4
1780	Intangible assets	VI (IX)	92,229	1	140,224	2
1840	Deferred income tax assets	VI (XXVI)	6,885	-	5,216	-
1900	Other non-current assets	VI (X)	86,639	1	80,944	1
15XX	Total Non-current Assets		8,096,649	93	8,510,444	92
1XXX	Total Assets		$ 8,693,500	100	$ 9,280,492	100

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Sunny Friend Environment Technology Co.,Ltd.
Standalone Balance Sheet
December 31, 2025 and 2024
Unit: NT$1,000

	Liabilities and Stockholders’ Equity	Notes	December 31, 2025		December 31, 2024
			Amount	%	Amount	%
Current liabilities
2130	Contract liabilities - Current	VI (XIX)	$ 36	-	$ 94	-
2150	Notes payable		2,709	-	2,133	-
2170	Accounts payable		94,952	1	93,197	1
2180	Accounts payable - Related parties	VII	17,837	-	1,564	-
2200	Other payables	VI (XI)	267,137	3	212,508	2
2230	Current income tax liabilities		112,654	2	92,199	1
2250	Provisions - Current	VI (XIV)	10,873	-	20,707	-
2280	Lease liabilities - Current	VI (VI)	23,490	-	24,749	-
2310	Advance payments	VI (VIII) and VII	-	-	89,624	1
2320	Long-term liabilities - Current portion	VI (XII) and VIII	24,000	-	99,000	1
2399	Other current liabilities - Other	VI (III)	40,266	1	36,474	1
21XX	Total Current Liabilities		593,954	7	672,249	7
Non-current liabilities
2540	Long-term borrowings	VI (XII) and VIII	2,482,500	29	2,981,500	32
2550	Provisions - Non-current	VI (XIV)	18,391	-	5,373	-
2570	Deferred income tax liabilities	VI (XXVI)	3,527	-	54,855	1
2580	Lease liabilities - Non-current	VI (VI)	277,697	3	322,581	3
25XX	Total Non-current Liabilities		2,782,115	32	3,364,309	36
2XXX	Total Liabilities		3,376,069	39	4,036,558	43
Equity
	Capital	VI (XVI)
3110	Capital stock		1,300,000	15	1,300,000	14
	Capital surplus	VI (XVII)
3200	Capital surplus		2,588,427	30	2,588,427	28
	Retained earnings	VI (XVIII)
3310	Legal reserve		824,947	9	776,927	9
3320	Special reserve		25,922	-	115,699	1
3350	Unappropriated earnings		619,425	7	488,803	5
	Other equity interests
3400	Other equity interests		( 41,290)	-	( 25,922)	-
3XXX	Total Stockholders’ Equity		5,317,431	61	5,243,934	57

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Sunny Friend Environment Technology Co.,Ltd.
Standalone Balance Sheet
December 31, 2025 and 2024
Unit: NT$1,000

	Liabilities and Stockholders’ Equity	Notes	December 31, 2025		December 31, 2024
			Amount	%	Amount	%
	Material contingent liabilities and unrecognized contractual commitments	IX
	Major subsequent issues	XI
3X2X	Total Liabilities and Equity		$ 8,693,500	100	$ 9,280,492	100

Please refer to the accompanying notes to the financial statements as they are an integral part of the consolidated financial report.

Chairman: Fang-Cheng Chang
Managerial Officer: Fang-Cheng Chang
Principal Accounting Officer: Ming-Hung Hsieh

-38-

Sunny Friend Environment Technology Co.,Ltd.
Standalone Statement of Comprehensive Income
January 1 to December 31, 2025 and 2024
Unit: NT$1,000
(Except for earnings per share)

Items	Notes	2025		2024
		Amount	%	Amount	%
4000 Operating revenue	VI (XIX) and VII	$ 2,671,170	100	$ 2,264,184	100
5000 Operating costs	VI (IX) (XXIV) (XXV) · VII and IX	( 1,507,545)	( 57)	( 1,209,118)	( 53)
5900 Gross profit		1,163,625	43	1,055,066	47
Operating expenses	VI (IX) (XXIV) (XXV)
6100 Marketing expenses		( 46,203)	( 2)	( 39,851)	( 2)
6200 General and administrative expenses		( 253,772)	( 9)	( 242,723)	( 11)
6450 Expected loss on credit impairment	XII (II)	( 51)	-	19	-
6000 Total operating expenses		( 300,026)	( 11)	( 282,555)	( 13)
6900 Operating profit		863,599	32	772,511	34
Non-operating income and expenses
7100 Interests income	VI (II)(XX)	1,465	-	1,269	-
7010 Other income	VI(XXI) and VII	6,632	-	10,879	-
7020 Other benefits and losses	VI (XXII)	4,024	-	( 2,482)	-
7050 Financial cost	VI (VI)(XXIII)	( 33,181)	( 1)	( 45,687)	( 2)
7070 Profit and loss of subsidiaries, associates and joint ventures recognized by using equity method	VI (IV)
7000 Total operating income and expenses		( 114,382)	( 4)	( 157,422)	( 7)
7900 Profit before income tax		728,157	27	579,068	25
7950 Income tax expense	VI (XXVI)	( 145,292)	( 5)	( 98,865)	( 4)
8200 Profit for the year		$ 582,865	22	$ 480,203	21
Other comprehensive income for the year (net)
Items that will be reclassified to profit or loss
8361 Exchange differences arising on the translation of foreign operations		($ 15,368)	( 1)	$ 89,777	4
8300 Other comprehensive income for the year (net)		($ 15,368)	( 1)	$ 89,777	4
8500 Total comprehensive income for the year		$ 567,497	21	$ 569,980	25

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Sunny Friend Environment Technology Co.,Ltd.
Standalone Statement of Comprehensive Income
January 1 to December 31, 2025 and 2024
Unit: NT$1,000
(Except for earnings per share)

	Items	Notes	2025		2024
			Amount	%	Amount	%
9750	Earnings per share	VI (XXVIII)
	Total basic earnings per share		$	4.48	$	3.69
9850	Total diluted earnings per share		$	4.46	$	3.68

Please refer to the accompanying notes to the financial statements as they are an integral part of the consolidated financial report.

Chairman: Fang-Cheng Chang
Managerial Officer: Fang-Cheng Chang
Principal Accounting Officer: Ming-Hung Hsieh

~40~

Sunny Friend Environment Technology Co., Ltd.
Standalone Statement of Changes in Equity
January 1 to December 31, 2025 and 2024

Unit: NT$1,000

	Notes	Capital stock	Capital surplus	Retained earnings			Exchange differences arising on the translation of foreign operations	Total
				Legal reserve	Special reserve	Unappropriated earnings
2024
Balance January 1, 2024		$ 1,300,000	$ 2,558,820	$ 736,071	$ 65,986	$ 463,169	($ 115,699)	$ 5,008,347
Profit for the year		-	-	-	-	480,203	-	480,203
Other comprehensive income for the year		-	-	-	-	-	89,777	89,777
Total comprehensive income for the year		-	-	-	-	480,203	89,777	569,980
Appropriation of 2023 earnings:	VI(XVIII)
Provisions for Legal reserve		-	-	40,856	-	( 40,856)	-	-
Provisions for Special reserve		-	-	-	49,713	( 49,713)	-	-
Cash dividends		-	-	-	-	( 364,000)	-	( 364,000)
Distribution of cash from capital surplus	VI(XVII)
	(XVIII)	-	( 130,000)	-	-	-	-	( 130,000)
Share-based payment	VI(XV) (XVII)	-	3,735	-	-	-	-	3,735
The net difference between the fair value of the consideration paid or received from acquiring or disposing of subsidiaries and the carrying amounts of the subsidiaries	VI(IV)(XVII)
	(XXVII)
Changes in ownership interests in subsidiaries	VI(IV)(XXVII)	-	28,827	-	-	-	-	28,827
Balance December 31, 2024		$ 1,300,000	$ 2,588,427	$ 776,927	$ 115,699	$ 488,803	($ 25,922 )	$ 5,243,934
2025
Balance January 1, 2025		$ 1,300,000	$ 2,588,427	$ 776,927	$ 115,699	$ 488,803	($ 25,922 )	$ 5,243,934
Profit for the year		-	-	-	-	582,865	-	582,865
Other comprehensive income for the year		-	-	-	-	-	( 15,368)	( 15,368)
Total comprehensive income for the year		-	-	-	-	582,865	( 15,368)	567,497

(Continued on next page)

Sunny Friend Environment Technology Co.,Ltd.
Standalone Statement of Changes in Equity
January 1 to December 31, 2025 and 2024

				Retained earnings				Unit: NT$1,000
	Notes	Capital stock	Capital surplus	Legal reserve	Special reserve	Unappropriated earnings	Exchange differences arising on the translation of foreign operations	Total
Appropriation of 2024 earnings:	VI(XVIII)
Provisions for Legal reserve		-	-	48,020	-	( 48,020)	-	-
Reversal for Special reserve		-	-	-	( 89,777)	89,777	-	-
Cash dividends		-	-	-	-	( 494,000)	-	( 494,000)
Balance December 31, 2025		$ 1,300,000	$ 2,588,427	$ 824,947	$ 25,922	$ 619,425	($ 41,290)	$ 5,317,431

Please refer to the accompanying notes to the financial statements as they are an integral part of the consolidated financial report.

Chairman: Fang-Cheng Chang

Managerial Officer: Fang-Cheng Chang

Principal Accounting Officer: Ming-Hung Hsieh

Sunny Friend Environment Technology Co.,Ltd.
Standalone Cash Flow Statement
January 1 to December 31, 2025 and 2024

	Notes	2025	Unit: NT$1,000
Cash Flow from Operating Activities			2024
Profit before income tax		$ 728,157	$ 579,068
Adjustment
Adjustments to reconcile profit (loss)
Expected loss (gain) on credit impairment	VI(XXIV)	51	( 19 )
Gain on disposal of property, plant and equipment	VI (XXII)	( 2,048 )	( 453 )
Gain on disposal of non-current assets available for sale	VI (XXII)	( 2,928 )	-
Loss from disposal of investment property	VI(XXII)	-	602
Investments loss recognized by using equity method	VI (IV)	114,382	157,422
Depreciation expense	VI (V) (VI) (XXIV)	338,820	297,350
Amortization	VI (IX) (XXIV)	49,207	37,995
Interests income	VI (XX)	( 1,465 )	( 1,269 )
Interest expenses	VI (XXIII)	33,181	45,687
Employee stock option compensation expense	VI (XV)(XXV)	-	3,735
Changes in operating assets and liabilities
Changes in operating assets
Contract assets – Current		( 285,620 )	-
Notes receivable		5,349	( 3,419 )
Accounts receivable		134,799	( 73,716 )
Account receivable - Related parties		49,248	27,914
Other receivables		181	97
Other receivables - Related parties		( 1,847 )	( 2,160 )
Other current assets		( 30,255 )	3,385
Changes in operating liabilities
Contract liabilities-current and non-current		( 58 )	4
Notes payable		576	( 8,146 )
Accounts payable		1,755	17,959
Accounts payable - Related parties		16,273	1,396
Other payables		( 16,379 )	( 24,595 )
Advance payments		( 800 )	800
Other current liabilities		2	224
Provisions - current and non-current	VI (XIV)	13,017	5,373
Cash flow from operating activities		1,143,598	1,065,234
Dividends received	VI (IV)	100,378	62,075
Interest received		1,321	1,430
Interest paid		( 2,029 )	( 25,134 )
Income tax paid		( 177,834 )	( 114,545 )
Net cash generated by operating activities		1,065,434	989,060

(Continued on next page)

Sunny Friend Environment Technology Co.,Ltd.
Standalone Cash Flow Statement
January 1 to December 31, 2025 and 2024

| | Notes | 2025 | Unit: NT$1,000
2024 |
| --- | --- | --- | --- |
| Cash Flow from Investing Activities | | | |
| Acquisition of financial assets at amortized cost | | ($ 9,242) | ($ 9,906) |
| Disposal of financial assets at amortized cost | | 10,727 | 11,175 |
| Acquisition of property, plant and equipment | VI (XXIX) | ( 234,600) | ( 357,865) |
| Proceeds from disposal or property, plant and equipment | | 13,874 | 2,189 |
| Proceeds from disposal of investment property | | - | ( 10,361) |
| Acquisition of investment property | | - | 372 |
| Advance receipt from disposal of non-current assets held for sale | | 211,037 | 88,824 |
| Acquisition of intangible assets | VI (VIII)(XXIX) | ( 1,212) | ( 996) |
| Refundable deposits paid (listed in “Other non-current assets”) | VI(IX) | ( 6,284) | ( 1,478) |
| Refundable deposits refunded (listed in “Other non-current assets”) | | 5,727 | 10,362 |
| Increase in other non-current assets | | ( 31,716) | ( 26,167) |
| Net cash used in investing activities | | ( 41,689) | ( 293,851) |
| Cash Flow from Financing Activities | | | |
| Increase in short-term loans | VI (XXX) | 1,400,000 | 1,240,000 |
| Decrease in short-term loans | VI (XXX) | ( 1,400,000) | ( 1,240,000) |
| Increase in long-term borrowings | VI (XXX) | 650,000 | 2,212,500 |
| Repayment in long-term borrowings | VI (XXX) | ( 1,224,000) | ( 2,389,500) |
| Increase in guarantee deposits received (listed in “Other current liabilities”and “Other non-current liabilities”) | VI (XXX) | 21,849 | 10,337 |
| Decrease in guarantee deposits received (listed in “Other current liabilities”and “Other non-current liabilities”) | VI (XXX) | ( 18,059) | ( 11,878) |
| Repayment of principal of lease liabilities | VI (XXX) | ( 25,325) | ( 24,419) |
| Cash dividends paid | VI (XVIII) | ( 494,000) | ( 494,000) |
| Net cash used in financing activities | | ( 1,089,535) | ( 696,960) |
| Decrease in cash and cash equivalents | | ( 65,790) | ( 1,751) |
| Beginning of year cash and cash equivalents | | 202,826 | 204,577 |
| End of year cash and cash equivalents | | $ 137,036 | $ 202,826 |

Please refer to the accompanying notes to the financial statements as they are an integral part of the consolidated financial report.

Chairman: Fang-Cheng Chang
Managerial Officer: Fang-Cheng Chang
Principal Accounting Officer: Ming-Hung Hsieh

[Attachment V]

Sunny Friend Environmental Technology Co., Ltd.

Earnings Appropriation Table

2025

Unit: NTD

Items	Sub-total	Total
Opening retained earnings		$36,560,235
Plus: Current net income	$582,864,466
Less: Provisions for legal reserve (Note 1)	(58,286,447)
Less: Provisions for special reserve (Note 2)	(15,368,866)	509,209,153
Earnings available for distribution in the current period		545,769,388
Distributions:
Shareholders’ dividends (Note 3)		(520,000,000)
Closing retained earnings		$25,769,388
(Note 1)When distributing surplus in accordance with Article 237 of the Company Act, 10% of surplus shall be set as a legal reserve. The Ministry of Economic Affairs stipulated in Jin-Shang-Zi No.10802432410 dated January 9, 2020 that companies applying “net income after taxes of the period” as the basis for recognition shall use the “total amount of net income after taxes of the period and other profit items adjusted to the current year’s undistributed earnings other than net income after taxes of the period” as the recognition basis for legal reserve. 582,864,466*10%=58,286,447 (Note 2) In compliance with Letter No. Jin-Guan-Zheng-Fa-1010012865 issued by the FSC on November 21, 2012. The Company provisions the special reserve of NT$15,368,866 from the over-drawn part of deduction in shareholder’s equity - cumulative translation adjustment recognized in 2025. (Note 3) Calculated at NT$520,000,000 based on 130,000,000 shares of NT$4 each, to be distributed in cash.

Chairman: Fang-Cheng Chang

Managerial Officer: Fang-Cheng Chang

Principal Accounting Officer: Ming-Hung Hsieh

[Attachment VI]

Sunny Friend Environmental Technology Co., Ltd.

Articles of Incorporation

Comparison of Amendments

Clause	Amended Articles	Original clauses	Description:
Article 18	The Company shall have seven to nine directors, who are elected using the candidate nomination approach during shareholders' meetings from the candidate list to serve a term of three years. The term of service may be renewed if they are re-elected in the next election. Independent directors shall be included amongst the directors chosen above. There shall be no fewer than three independent directors and they must not represent less than one-third of the board. Restrictions concerning independent directors' term, eligibility, shareholding, concurrent employment, nomination, method of election and all other compliance issues are governed by relevant laws of the securities authority. The board of directors may assemble a Remuneration Committee, Audit Committee or other functional committees as needed to support business activities. The Company establishes an audit committee to replace the powers of supervisors. The audit committee shall be composed of the entire number of independent directors. It shall not be fewer than three persons in number and at least one of them shall have accounting or financial expertise. Director and supervisor elections during shareholder meetings shall proceed only by using the cumulative voting methods.	The Company shall have seven to nine directors, who are elected using the candidate nomination approach during shareholders' meetings from the candidate list to serve a term of three years. The term of service may be renewed if they are re-elected in the next election. Independent directors shall be included amongst the directors chosen above. There shall be no fewer than two independent directors and they must not represent less than one-fifth of the board. Restrictions concerning independent directors' term, eligibility, shareholding, concurrent employment, nomination, method of election and all other compliance issues are governed by relevant laws of the securities authority. The board of directors may assemble a Remuneration Committee, Audit Committee or other functional committees as needed to support business activities. The Company establishes an audit committee to replace the powers of supervisors. The audit committee shall be composed of the entire number of independent directors. It shall not be fewer than three persons in number and at least one of them shall have accounting or financial expertise. Director and supervisor elections during shareholder meetings shall proceed only by using the cumulative voting methods.	According to Article 4 of the Operation Directions for Compliance with the Establishment of Board of Directors by TWSE Listed Companies and the Board's Exercise of Powers, the number of independent directors shall not be less than three. Furthermore, from 2027, the number of independent directors of a public company shall not be less than one-third of the total number of Directors, and therefore the Articles of Incorporation have been amended accordingly.
Article 34	The Articles of Incorporation were established on November 24, 1994; The 1st amendment was made on August 16, 1995; The 2nd amendment was made on December 17, 1996; The 3rd amendment was made on April 21, 1997; The 4th amendment was made on August 25, 1997; The 5th amendment was made on April 28, 1998; The 6th amendment was made on June 30, 1998; The 7th amendment was made on March 1, 1999; The 8th amendment was made on March 22, 1999; The 9th amendment was made on November 22, 1999; The 10th amendment was made on May 23, 2000; The 11th amendment was made on May 10, 2001; The 12th amendment was made on May 14, 2002; The 13th amendment was made on June 24, 2003; The 14th amendment was made on June 2, 2006; The 15th amendment was made on June 12, 2007; The 16th amendment was made on June 10, 2008; The 17th amendment was made on June 17, 2009; The 18th amendment was made on June 1, 2010; The 19th amendment was made on June 4, 2012; The 20th amendment was made on June 17, 2013; The 21st amendment was made on June 30, 2014; The 22nd amendment was made on June 8, 2015; The 23rd amendment was made on June 16, 2016; The 24th amendment was made on June 15, 2017; The 25th amendment was made on May 31, 2019; The 26th amendment was made on May 29, 2020; The 27th amendment was made on May 26, 2023; The 28th amendment was made on May 27, 2025; The 29th amendment was made on May 28, 2026.	The Articles of Incorporation were established on November 24, 1994; The 1st amendment was made on August 16, 1995; The 2nd amendment was made on December 17, 1996; The 3rd amendment was made on April 21, 1997; The 4th amendment was made on August 25, 1997; The 5th amendment was made on April 28, 1998; The 6th amendment was made on June 30, 1998; The 7th amendment was made on March 1, 1999; The 8th amendment was made on March 22, 1999; The 9th amendment was made on November 22, 1999; The 10th amendment was made on May 23, 2000; The 11th amendment was made on May 10, 2001; The 12th amendment was made on May 14, 2002; The 13th amendment was made on June 24, 2003; The 14th amendment was made on June 2, 2006; The 15th amendment was made on June 12, 2007; The 16th amendment was made on June 10, 2008; The 17th amendment was made on June 17, 2009; The 18th amendment was made on June 1, 2010; The 19th amendment was made on June 4, 2012; The 20th amendment was made on June 17, 2013; The 21st amendment was made on June 30, 2014; The 22nd amendment was made on June 8, 2015; The 23rd amendment was made on June 16, 2016; The 24th amendment was made on June 15, 2017; The 25th amendment was made on May 31, 2019; The 26th amendment was made on May 29, 2020; The 27th amendment was made on May 26, 2023; The 28th amendment was made on May 27, 2025.	Add the date of the new amendment. (Pending for approval during the 2026 annual general meeting)

[Attachment VI]

Sunny Friend Environmental Technology Co., Ltd.

Asset Acquisition and Disposal Procedures

Comparison of Amendments

Clause	Amended clauses	Original clauses	Description
Article 11	Information disclosure procedures One. Asset acquisitions and disposals that involve any of the following shall be announced and reported within 2 days of occurrence over the website designated by the FSC using the prescribed format: I. Real estate properties or right-of-use assets thereof acquired from or disposed to related parties, or other non-real estate assets or right-of-use assets thereof acquired from or disposed to related parties that amount to 20% of the Company's paid-up capital, or 10% of total assets, or NTD 300 million or above. This excludes trading of domestic government bond, repurchase/resale agreement and subscription or redemption of money market funds issued by domestic securities investment trust companies. II. Mergers, divestments, business acquisitions or share exchanges. III. Derivative transactions accumulating losses more than the aggregate or individual contract caps prescribed in the relevant procedures. IV. Acquisition or disposal of operating equipment or right-of-use thereof with an unrelated party, and the transaction amount meets any of the following requirements: (I) Transaction amounting to NTD 500 million or above, if the Company's paid-up capital is less than NTD 100 million. (II) Transaction amounting to NTD 1 billion or above, if the Company's paid-up capital is NTD 10 billion or more but less than NTD 500 million or more. V. Acquisition or disposal of equipment or other non-real estate assets or right-of-use assets, or NTD 1 billion or more, if the Company's paid-up capital is NTD 100 million or more. VI. Depreciation or disposal of equipment or other non-real estate assets, or NTD 100 million or more, if the Company's paid-up capital is NTD 100 million or more. VII. Depreciation or disposal of equipment or other non-real estate assets, or NTD 100 million or more, if the Company's paid-up capital is NTD 100 million or more. VIII. Depreciation or disposal of equipment or other non-real estate assets, or NTD 100 million or more, if the Company's paid-up capital is NTD 100 million or more. IX. Depreciation or disposal of equipment or other non-real estate assets, or NTD 100 million or more, if the Company's paid-up capital is NTD 100 million or more. X. Depreciation or disposal of equipment or other non-real estate assets, or NTD 100 million or more, if the Company's paid-up capital is NTD 100 million or more. XI. Depreciation or disposal of equipment or other non-real estate assets, or NTD 100 million or more, if the Company's paid-up capital is NTD 100 million or more. XII. Depreciation or disposal of equipment or other non-real estate assets, or NTD 100 million or more, if the Company's paid-up capital is NTD 100 million or more. XIII. Depreciation or disposal of equipment or other non-real estate assets, or NTD 100 million or more, if the Company's paid-up capital is NTD 100 million or more. XIV. Depreciation or disposal of equipment or other non-real estate assets, or NTD 100 million or more, if the Company's paid-up capital is NTD 100 million or more. XV. Depreciation or disposal of equipment or other non-real estate assets, or NTD 100 million or more. XVI. Depreciation or disposal of equipment or other non-real estate assets, or NTD 100 million or more. XVII. Depreciation or disposal of equipment or other non-real estate assets, or NTD 100 million or more. --- \| Clause \| Amended clauses \| Original clauses \| Description \| \| --- \| --- \| --- \| --- \| \| \| than NT$50 billion. (III) The Company's paid-in capital is NT$50 billion or more, and the transaction amount is equal to or exceeds 5% of the Company's paid-in capital. V. Acquisition of real estate property in the form of development over purchased land, development over leased land, joint development with separate ownership, joint development with proportional holding, or joint development with partial sale, where the counterparty is unrelated and in which the Company expects to invest NTD 500 million or above. VI. The Company's paid-in capital is NT$50 billion or more, and government bonds, common corporate bonds, and general financial bonds not involving equity (excluding subordinated bonds) traded on the stock exchange or through securities firms are not subject to the restrictions in Subparagraph VII, provided that the trading counterparties are not related parties and the transaction amount is equal to or exceeds 5% of the Company's paid-in capital. VII. Transaction of assets other than the ones listed in the VI subparagraphs above, disposal of debt entitlement by a financial institution, or investment into the Mainland that amounts to 20% of the Company's paid-up capital or NTD 300 million or above. However, the following transactions can be excluded: (I) Trading of domestic government bonds or a credit rating no lower than Taiwan's sovereign credit rating of foreign government bonds. (II) Where the company specializes in the investment profession, any securities traded through exchange or through securities firms, or subscription of foreign government bonds through primary market or ordinary bank debentures without equity attribute subscribed in the primary market (excluding subordinated bonds), or subscription/redemption of securities investment/futures trust funds, or subscription/redemption of index investment securities or securities subscribed by a securities firm as part of its underwriting service or counseling service for Emerging Stock Market companies, as regulated by Taipei Exchange. (III) Re-purchase/re-sale agreement, or subscription or redemption of money market funds issued by domestic securities investment trust \| property in the form of development over purchased land, development over leased land, joint development with separate ownership, joint development with proportional holding, or joint development with partial sale, where the counterparty is unrelated and in which the Company expects to invest NTD 500 million or above. VI. Transaction of assets other than the ones listed in the V subparagraphs above, disposal of debt entitlement by a financial institution, or investment into the Mainland that amounts to 20% of the Company's paid-up capital or NTD 300 million or above. However, the following transactions can be excluded: (I) Trading of domestic government bonds or a credit rating no lower than Taiwan's sovereign credit rating of foreign government bonds. (II) Where the company specializes in the investment profession, any securities traded through exchange or through securities firms, or subscription of foreign government bonds through primary market or ordinary bank debentures without equity attribute subscribed in the primary market (excluding subordinated bonds), or subscription/redemption of securities investment/futures trust funds, or subscription/redemption of index investment securities or securities subscribed by a securities firm as part of its underwriting service or counseling service for Emerging Stock Market companies, as regulated by Taipei Exchange. (III) Re-purchase/re-sale agreement, or subscription or redemption of money market funds issued by domestic securities investment trust \| II. Considering the need for the company to make good use of its working capital and to conduct capital allocation through investment in fixed income instruments to improve cash yield rates, the current regulation may cause frequent announcements for large enterprises due to the announcement threshold of NT$300 million per transaction. Based on the consideration of the materiality of information disclosure and the risk attributes of the merchandise, a sixth item is added to Paragraph 1 for public entities with a paid-in capital of NT$50 billion or more. The standard for announcement of government bonds, general corporate bonds, and general financial bonds not involving equity (excluding subordinated bonds) bought and sold in the stock exchange or securities dealer's premises – which are not subject to the circumstances referred to in item VIII and where the trading counterpart is not a related party – is \| 48 --- \| Clause \| Amended clauses \| Original clauses \| Description \| \| --- \| --- \| --- \| --- \| \| \| subscription of foreign government bonds through primary market or ordinary bank debentures without equity attribute subscribed in the primary market (excluding subordinated bonds), or subscription/redemption of securities investment/futures trust funds, or subscription/redemption of index investment securities or securities subscribed by a securities firm as part of its underwriting service or counseling service for Emerging Stock Market companies, as regulated by Taipei Exchange. (III)Re-purchase/re-sale agreement, or subscription or redemption of money market funds issued by domestic securities investment trust companies \| companies \| increased to more than 5% of the paid-in capital. \| \| Article 14 \| The Procedures were established on June 24, 2003; The 1st amendment was made on June 12, 2007; The 2nd amendment was made on June 10, 2008; The 3rd amendment was made on June 4, 2012; The 4th amendment was made on June 30, 2014; The 5th amendment was made on June 8, 2015; The 6th amendment was made on June 16, 2016; The 7th amendment was made on June 15, 2017; The 8th amendment was made on May 31, 2019; The 9th amendment was made on May 29, 2020; The 10th amendment was made on May 27, 2022; The 11th amendment was made on May 28, 2026. \| The Procedures were established on June 24, 2003; The 1st amendment was made on June 12, 2007; The 2nd amendment was made on June 10, 2008; The 3rd amendment was made on June 4, 2012; The 4th amendment was made on June 30, 2014; The 5th amendment was made on June 8, 2015; The 6th amendment was made on June 16, 2016; The 7th amendment was made on May 31, 2019; The 9th amendment was made on May 29, 2020; The 10th amendment was made on May 27, 2022. \| Add the date of the new amendment. (Pending for approval during the 2026 annual general meeting) \| --- [Attachment VIII] # Sunny Friend Environmental Technology Co., Ltd. List of director (including independent director) candidates \| Type \| Name of candidate \| Education \| Experience \| No. of shares held \| \| --- \| --- \| --- \| --- \| --- \| \| Director \| Ren-Ying Industrial Co., Ltd. Representative: Fang-Chen Chang \| 1. Master's degree from the Department of Business Management, Tatung University 2. Master's degree from the College of Law, National Chengchi University \| 1. Assistant General Manager of Ruentex Construction 2. General Manager of Shing-Ye Construction \| 4,367,574 \| \| Director \| Ruentex Development Co., Ltd. Representative: Tien-Jie Li \| Department of Business Management, Tatung University \| 1. Supervisor of Ruentex Resources Integration 2. Supervisor of Ruentex Materials \| 33,370,156 \| \| Director \| Ruentex Development Co., Ltd. Representative: Chin-Tzu Lin \| Master's degree from Institute of Finance, National Taiwan University \| Vice president of Accounting Department of Ruentex Development International \| 33,370,156 \| \| Director \| Yuan-Ting Investment Co., Ltd. Representative: Ming-Yuan Cheng \| Master's degree from College of Management, National Taiwan University \| 1. Chairman of Yuanta Investment Consulting 2. General Manager of Kuan-Hua Investment Trust \| 9,643,750 \| \| Director \| Cheng-Chi Investment Co., Ltd. Representative: Mei-Chun Tsai \| Master of Visual Communication Design, National Yunlin University of Science and Technology \| Manager of Sunny Friend Environmental Technology Co., Ltd \| 3,766,000 \| \| Independent Director \| Shih-Ming Lin \| Ph.D. in Accounting at Arizona State University. \| 1. Dean and director of the Department of Accounting at NTU. 2. Independent director of Ruentex Industries Limited 3. Independent director of Nan \| None \| --- \| Type \| Name of candidate \| Education \| Experience \| No. of shares held \| \| --- \| --- \| --- \| --- \| --- \| \| \| \| \| Shan Life Insurance 4. Director of iPass Corporation 5. Director of China Airlines 6. Consultant to the National Federation of CPA Associations \| \| \| Independent Director \| Wen-Chieh Wang \| Doctor of Law, National Chengchi University \| 1. Dean of College of Law, National Chengchi University 2. Assistant Principal at National Chengchi University 3. Director of Taiwan Business Bank \| None \| \| Independent Director \| Chun-Chung Chen \| Master’s degree from the College of Management at SYSU \| 1. Vice president of the Chemical Business Department, executive vice president of the Office of the President, and manager of the Audit Office at Hopax Chemicals Mfg. Co., Ltd. 2. Lecturer in the operations and management of international businesses at the National Kaohsiung University of Science and Technology \| None \| \| Independent Director \| Mao-Yang Hung \| EMBA Master’s degree in Business Management from National Taipei University of Technology. \| Manager, Development Department, RT-Mart Distribution Business Co., Ltd. \| None \| 51 --- [Attachment IX] # Sunny Friend Environmental Technology Co., Ltd. # Lifting Restrictions on Non-Compete Clause of Directors (including # Independent Directors) and their Representatives \| Type \| Name \| Con-current Position in Other Companies \| \| --- \| --- \| --- \| \| Director \| Ren-Ying Industrial Co., Ltd. Representative: Fang-Chen Chang \| 1. Chairman of Chin Hsin Environ Engineering Co., Ltd. 2. Chairman of Cheng Shin Environmental Engineering Co., Ltd. 3. Chairman of Liang Wei Environmental Engineering Co., Ltd. 4. Chairman of Beijing Ruentex Environmental Technology Co., Ltd. 5. Chairman of Jiangsu Suqian Ruentex Environmental Technology Co., Ltd. 6. Chairman of Yuncheng Ruentex Environmental Technology Co., Ltd. 7. Chairman of Rizhao Panyue Environmental Technology Co., Ltd. \| \| Director \| Ruentex Development Co., Ltd. Representative: Tien-Jie Li \| 1. Vice president of Capital Management Department of Ruentex Industries Limited 2. Chairman of Ruentex Xing Limited Co., Ltd. 3. Director of Jing-Hong Investment Co., Ltd. 4. Director of Ruen Chen Investment Holding 5. Director of Shing-Ye Construction Co., Ltd. \| \| Director \| Ruentex Development Co., Ltd. Representative: Chin-Tzu Lin \| 1. Vice president of Accounting Department of Ruentex Development International Co., Ltd. 2. Director of Ruentex Engineering & Const.Co 3. Director of Ruentex Bai Yi Co., Ltd. 4. Director of Ruentex Construction Co., Ltd. \| \| Director \| Yuan-Ting Investment Co., Ltd Representative: Ming-Yuan Cheng \| 1. Chairman of Cosmactive Broadband Network 2. Chairman of Yuan-Ting Investment 3. Director of Twoway Optoelectronics \| \| Director \| Cheng-Chi Investment Co., Ltd Representative: Mei-Chun Tsai \| Director of Chin Hsin Environ Engineering Co., Ltd. \| \| Independent Director \| Su-Ming Lin \| 1. Independent director of Chunghwa Telecom Co., Ltd 2. Independent director of Taiwan Fertilizer Co Ltd 3. Independent director of AP Biosciences Inc \| \| Independent Director \| Wen-Chieh Wang \| 1. Independent director of Toplus Global Co., Ltd. 2. Independent director of Ableprint Technology \| --- Four. Appendices [Appendix I] Sunny Friend Environmental Technology Co., Ltd. Articles of Incorporation (Before Amendment) Chapter One. General Provisions Article 1: The Company is incorporated in accordance with The Company Act, and is named SUNNY FRIEND ENVIRONMENTAL TECHNOLOGY CO., LTD. Article 2: The Company's industry classifications are: I. CB01030 Pollution Controlling Equipment Manufacturing. II. F199010 Wholesale of Recycling Materials. III. F213110 Retail Sale of Batteries. IV. F401010 International Trade. V. I103060 Management Consulting Services. VI. IZ12010 Manpower Services. VII. J101030 Waste Disposing. VIII. J101040 Waste Collecting. IX. J101050 Sanitary and Pollution Controlling Services. X. J101080 Waste Recycling. XI. JA02990 Other Repair Shops. XII. E103101 Environmental Protection Construction XIII. ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval. Article 2-1: The Company may provide guarantees to outside parties for business-related purposes. Article 2-2: The Company may engage in other businesses and investments for diversification and sustainability. The sum of investments is not subject to the restrictions imposed under Article 13 of The Company Act (i.e. 40% of paid-up capital). Article 3: The Company is headquartered in Yunlin County, Taiwan, and may establish or remove local and foreign branches as deemed necessary, subject to board of directors' resolution. Article 4: Public announcements shall be duly made in accordance with the methods described in Article 28 of The Company Act. 53 --- Chapter Two. Share Capital Article 5: The Company has an authorized capital of One Billion Five Hundred Million New Taiwan Dollars in one hundred and fifty million shares. Each share has a face value of Ten New Taiwan Dollars. Share capital may be raised in multiple issues. Article 5-1: Subject to compliance with The Company Act, the Company may purchase shares from and transfer shares to employees of subsidiaries who meet certain criteria. The Company may issue warrants to its employees, including employees of subsidiaries who satisfy certain criteria. The Company may arrange cash issues for its employees, including employees of subsidiaries who satisfy certain criteria. The Company may issue restricted shares to its employees, including employees of subsidiaries who satisfy certain criteria. These certain criteria are determined by the board of directors. Article 6: The share certificates of the Company are all name-bearing, and signed or stamp-sealed by directors representing the Company after the incorporation or change of capital of the Company, and they are issued upon the authentication by the bank permitted by law to serve as the registrar for the issuance of stocks. Article 7: Shares of the Company may be issued in non-tangible form, subject to registration with the centralized securities depository. Article 8: Should a registered shareholder decide to transfer share ownership by way of endorsement, the Company will consider the transfer to be effective only if the transferee’s name is printed on the share certificate with the transferee’s name and place of residence/domicile recorded in the Company’s shareholder registry. Article 9: Unless otherwise specified by law or securities regulation, all share administration-related affairs shall proceed according to Regulations Governing the Administration of Shareholder Services of Public Companies. Article 10: Delisting of the Company’s shares is subject to board of directors’ approval and shareholder meeting resolution. Article 11: Transfer of share ownership shall be suspended during the 60 days prior to an annual general meeting and during the 30 days prior to an extraordinary shareholder meeting, and during the 5 days prior to the baseline date of any dividend, bonus or rights distribution. Chapter Three. Shareholder Meetings Article 12: The Company holds two types of shareholder meeting: the annual general meeting and extraordinary shareholder meeting. The annual general meeting is held once a year within six months after the end of an accounting period, whereas extraordinary shareholder meetings may be held whenever deemed necessary, subject to 54 --- compliance with the relevant laws. The shareholders' meetings may be held by videoconferencing or other means announced by the central authority. Article 13: Shareholders who are unable to attend shareholder meetings in person may delegate proxy attendants in compliance with Article 177 of The Company Act and "Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies." Article 14: Shareholder meetings shall be chaired by the Chairperson. If the Chairperson is absent for any reason, a person of acting duty shall be appointed. If no person of acting duty is appointed, one shall be appointed among the directors. Shareholder meetings that are convened by other authorized persons shall be chaired by the convener. If there are two or more conveners, one shall be appointed among them to act as chairperson. Article 15: Shareholders are entitled to one vote per share, unless otherwise specified by law. Article 16: Except otherwise regulated by The Company Act or relevant laws, a shareholders' meeting resolution is passed when more than 50% of all outstanding shares are represented in the meeting, and voted in favor by more than 50% of all voting rights represented at the meeting. Shareholders may exercise voting rights in writing or using electronic methods for the Company's shareholder meetings. Article 17: Shareholder meeting resolutions shall be compiled into detailed minutes, signed or sealed by the chairperson and disseminated to each shareholder by no later than 20 days after the meeting. Meeting minutes may also be disseminated by way of public announcements. The minutes shall detail the date and venue of the meeting, the chairperson's name, the method of resolution, the proceeding and results of various motions. Minutes are to be retained indefinitely. Shareholders' attendance logs and proxy forms shall be retained for at least one year, or in the event where shareholders have filed for litigation pursuant to Article 189 of The Company Act, such documents shall be retained until the litigation has concluded. ## Chapter Four. Directors Article 18: The Company shall have seven to nine directors, who are elected using the candidate nomination approach during shareholders' meetings from the candidate list to serve a term of three years. The term of service may be renewed if they are re-elected in the next election. Independent directors shall be included amongst the directors chosen above. There shall be no fewer than two independent directors and they must not represent less than one-fifth of the board. Restrictions concerning independent directors' term, eligibility, shareholding, concurrent employment, nomination, method of election and all other compliance issues are governed by relevant laws of the securities authority. The board of directors may assemble a Remuneration Committee, Audit Committee or other functional committees as 55 --- needed to support business activities. The Company establishes an audit committee to replace the powers of supervisors. The audit committee shall be composed of the entire number of independent directors. It shall not be fewer than three persons in number and at least one of them shall have accounting or financial expertise. Director and supervisor elections during shareholder meetings shall proceed only by using the cumulative voting methods. Article 18-1: The Company may, if required, purchase liability insurance to insure itself against liabilities that may arise as a result of services rendered by the directors, and thereby reduce and diversify the risk of major losses suffered by the Company and its shareholders as a result of mistakes or illegal actions committed by directors. Article 19: If the board loses more than one-third of its directors, the board of directors shall convene an extraordinary general meeting within 60 days to elect new members for the shortfall. In which case, the newly elected members shall serve the remaining term of the existing board. Article 20: The executive duties of directors shall be extended until the re-election if their term expires before the re-election. Article 21: A chairman representing the Company is elected in the board meeting where more than two-thirds of directors are in attendance and more than half of the attending directors agree to the vote, and the chairman is to conduct all matters of the Company in accordance with the laws, Articles of Incorporation and the resolutions of the shareholder meetings and the board. "Every director shall be notified at least seven days before the convening of board meetings. Meetings can be called at any time in case of emergency. Convention of board of directors' meetings may be advised in writing or through e-mail." Article 22: Strategies and key issues concerning the Company's operations shall be resolved by the board of directors. The first meeting of a new board is to be convened according to Article 203 of The Company Act, whereas all subsequent board meetings shall be convened and chaired by the Chairperson. If the Chairperson is unable to perform his/her duties for any reason, the Chairperson may appoint one of the directors to act on behalf. If no delegate is appointed, the remaining directors will appoint one among them to perform the Chairperson's duties on its behalf. Article 23: Unless otherwise regulated by The Company Act, a board of directors' resolution is passed with more than half of the board present in a meeting, and supported by more than half of attending directors. If a director is unable to attend the meeting, another director can be appointed to attend on behalf by issuing a proxy form detailing the scope of delegated authority. One director can only represent one other director. Article 24: The discussed issues should be made into a proceedings record signed or stamped by the chair and then distributed to each director within twenty days after the meeting. 56 --- The meeting minutes shall record the essentials and results of the meetings. The proceedings shall be kept in the Company together with the signature of the attending directors and the power of attorney for the proxies. Article 25: (Deleted) Article 26: The board of directors is authorized to determine the level of independent directors' compensation. Non-independent directors are not entitled to compensation except for salaries received for undertaking other concurrent duties within the Company. Independent directors receive fixed, monthly compensations and do not receive the director remuneration mentioned in Article 31. ## Chapter Five. Managers and Staff Article 27: The Company shall have one President, one Vice President and any number of Assistant Vice President positions. Appointment, dismissal and remuneration of whom shall comply with Article 29 of The Company Act. Article 28: (Deleted) Article 29: Other staff of the Company shall be appointed and dismissed by the President. ## Chapter Six. Year-end Closure Article 30: The Company's board of directors is responsible for preparing the following statements and reports at the end of each financial year; these statements and reports must be submitted to the audit committee for review at least 30 days before the annual general meeting, and presented during the annual general meeting for ratification. (I) Business reports. (II) Financial statements. (III) Earnings appropriation or loss reimbursement proposals. Article 31: Annual profits concluded by the Company are subject to employee remuneration of at least 7%, and of the employee remuneration distributed, no less than 30% shall be distributed to entry-level employees, which the board of directors may decide to distribute in cash or in shares. Employees of subsidiaries are may also be entitled to receive remuneration, provided that they meet the criteria specified by the board of directors. Up to 1.4% (inclusive) of the aforementioned profit may be distributed as directors' remuneration at the discretion of the board of directors. Employee's and director's remuneration proposals are to be raised for resolution during the shareholders' meetings. Profits must first be taken to offset against cumulative losses, if any, before the remainder can be distributed as employee/director remuneration in the above percentages. Article 31-1: Annual surpluses concluded by the Company are first subject to taxation and reimbursement of previous losses, followed by a 10% provision for legal reserves; 57 --- however, no further provision is needed when legal reserves have accumulated to the same amount as the Company's paid-up capital. Any surpluses remaining shall then be subject to provision or reversal of special reserves, as the laws may require. The residual balance can then be added to undistributed earnings carried from previous years and distributed or retained at board of directors' proposal, subject to resolution in a shareholders' meeting. Distributions shall be made by issuing new shares. Pursuant to Article 240 of The Company Act, the Company may authorize the board of directors to distribute dividends, profit-sharing, legal reserve and capital reserve (subject to compliance with Article 241 of The Company Act) wholly or partially in cash. Such decisions must be approved in a board meeting with at least two-thirds of directors present and supported by more than half of attending directors, and reported during a shareholder meeting afterwards. Article 31-2: The Company shall determine its dividend policy based on operating plans, budgets and capital requirements of future years. No less than 50% of the current net income shall be distributed as dividends and no less than 30% of currently year's total dividends shall be paid in cash. ## Chapter Seven. Additional Rules Article 32: The Company's foundation principles and execution rules shall be established by the board of directors in separate policies. Article 33: Any matters that are not addressed in the Articles of Incorporation shall be governed by the Company Act and relevant regulations. Article 34: The Articles of Incorporation were established on November 24, 1994; The 1st amendment was made on August 16, 1995; The 2nd amendment was made on December 17, 1996; The 3rd amendment was made on April 21, 1997; The 4th amendment was made on August 25, 1997; The 5th amendment was made on April 28, 1998; The 6th amendment was made on June 30, 1998; The 7th amendment was made on March 1, 1999; The 8th amendment was made on March 22, 1999; The 9th amendment was made on November 22, 1999; The 10th amendment was made on May 23, 2000; The 11th amendment was made on May 10, 2001; The 12th amendment was made on May 14, 2002; The 13th amendment was made on June 24, 2003; The 14th amendment was made on June 2, 2006; The 15th amendment was made on June 12, 2007; The 16th amendment was made on June 10, 2008; 58 --- The 17th amendment was made on June 17, 2009; The 18th amendment was made on June 1, 2010; The 19th amendment was made on June 4, 2012; The 20th amendment was made on June 17, 2013; The 21st amendment was made on June 30, 2014; The 22nd amendment was made on June 8, 2015; The 23rd amendment was made on June 16, 2016; The 24th amendment was made on June 15, 2017; The 25th amendment was made on May 31, 2019; The 26th amendment was made on May 29, 2020; The 27th amendment was made on May 26, 2023; The 28th amendment was made on May 27, 2025. Sunny Friend Environmental Technology Co., Ltd. Chairperson: Fang-Chen Chang 59 --- [Appendix II] # Sunny Friend Environmental Technology Co., Ltd. # Shareholders Meeting Rules of Procedures Article 1: This policy has been established in accordance with Article 5 of “Corporate Governance Best-Practice Principles for TWSE/TPEX Listed Companies” to enhance shareholders’ governance, supervision and management over the Company. Article 2: Unless otherwise specified by law or the Articles of Incorporation, shareholder meetings of the Company shall proceed according to the terms of this policy. Article 3: Unless otherwise specified by law, shareholders’ meetings are to be convened by the board of directors. The Company shall prepare electronic versions of the shareholders’ meeting notice and proxy forms and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation or the election or dismissal of directors and upload them to the Market Observation Post System (MOPS) at least 30 days before the date of an annual general meeting or 15 days before the date of an extraordinary shareholder meeting. At least 21 days before an annual general meeting or 15 days before an extraordinary shareholders’ meeting, an electronic copy of the shareholders’ meeting handbook and supplementary information shall be prepared and posted onto the MOPS. Physical copies of the shareholders’ meeting handbook and supplementary information shall be prepared at least 15 days before the meeting and made accessible to shareholders upon request. These documents must also be placed within the Company’s premises and at the stock transfer agent. For shareholders’ meetings that are held by video-assisted methods or videoconferencing, the Company shall upload the meeting handbook, supplementary materials to the meeting, annual report, and other relevant information to the videoconferencing platform of the shareholders’ meeting at least 30 minutes before the meetings start and keep them disclosed until the end of the meetings. The meeting advice and announcement shall state clearly the agenda to be discussed during the meeting, and can be issued in electronic form if consented to by the recipient. Discussions concerning election or dismissal of directors, amendment of Articles of Incorporation, capital reduction, delisting, directors’ competing business involvement, capitalization of earnings, capitalization of reserves, dismissal of the Company, merger, divestment and any issues listed in Paragraph 1, Article 185 of The Company Act; Articles 26-1 and 43-6 of the Securities and Exchange Act; and Articles 56-1 and 60-2 of Regulations Governing the Offering and Issuance of Securities by Securities Issuers must be notified in advance with a summary explained as part of the meeting agenda, and cannot be raised in the form of a special motion. The notification for the convening of shareholders’ meeting has announced the re-election of 60 --- directors and inauguration date. After the re-election at the shareholders' meeting, the inauguration date shall not be changed by an extraordinary motion or other means in the same meeting. Shareholders that own more than 1% of the Company's outstanding shares are entitled to propose, in writing, motions for discussion in annual general meetings. However, proposals which aim to urge the Company to promote the public interest or fulfill social responsibilities should still be included in the proposal discussions by the board. The board of directors may disregard shareholders' proposals if the proposed motions exhibit any of the conditions described in Paragraph 4, Article 172-1 of The Company Act. The Company shall announce, before the book closure date for the annual general meeting, the acceptance of shareholders' proposals, the procedures in accepting proposals either in writing or electronic version and the place and time of acceptance. The period of acceptance shall not be less than 10 days. Shareholders shall limit their proposed motions to 300 words only; proposals that exceed 300 words will not be accepted for discussion. Shareholders who have successfully proposed their motions shall attend the annual general meeting in person or through proxy attendance and participate in the discussion. Prior to the date for issuance of notice of a shareholders meeting, this Corporation shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. During the shareholders' meeting, the board of directors shall explain the reasons why certain proposed motions are excluded from the discussion. Article 4: Shareholders may appoint proxies to attend shareholder meetings on their behalf by completing the Company's proxy form and specifying the scope of delegated authority. Each shareholder may issue one proxy form and delegate one proxy only. All proxy forms must be received by the Company at least 5 days before the shareholder meeting. In cases where multiple proxy forms are issued, the one that arrives first shall prevail. However, this excludes situations where the shareholder has issued a proper declaration to withdraw from the previous proxy arrangement. Should the shareholder decide to attend shareholder meeting personally or exercise voting rights in writing or using electronic means after a proxy form has been received by the Company, a written notice must be sent to the Company by no later than 2 days before the meeting commences to withdraw the proxy arrangement. If the shareholder fails to withdraw proxy arrangement before the due date, the vote of the proxy attendant shall prevail. If the Company offers to convene a shareholders' meeting with a video-assisted method, after the proxy mentioned in Paragraph is delivered to the Company, and the shareholder decides to attend the shareholders' meeting by videoconferencing, a written notice must be sent to the Company by no later than two days before the meeting commences to withdraw 61 --- the proxy arrangement. If the shareholder fails to withdraw the proxy arrangement before the due date, the vote of the proxy attendant shall prevail. Article 5: Shareholder meetings shall be held at locations that are suitable and convenient for shareholders to attend. Meetings must not commence anytime earlier than 9AM or later than 3PM. Independent directors' opinions shall be fully taken into consideration when choosing the meeting venue. If the shareholders' meeting is held by videoconferencing, it is not subject to the restriction on the revenue as specified in the preceding paragraph. Article 6: The meeting notice shall specify details such as the check-in time, venue, and other important notes for shareholders, proxy solicitors, and proxies (referred to as shareholders) where relevant. Admission of meeting participants shall begin at least 30 minutes before the meeting commences. The reception area must be clearly labeled and stationed with competent personnel. Check-in to the videoconferencing platform of the shareholders' meeting should be completed at least 30 minutes before the meeting starts, and those who complete the check-in are considered to have attended the meeting in person. Shareholders and representatives thereof (collectively referred to as shareholders) shall attend shareholder meetings by presenting valid conference pass, attendance card or other document of similar nature. The Company may not request shareholders to present additional documentary proof unless specified in advance. Proxy form acquirers are required to bring identity proof for verification. An attendance log shall be provided to record shareholders' attendance; alternatively, shareholders may present attendance cards to signify their presence. Shareholders who attend the meeting shall be given a copy of the meeting manual, annual report, attendance pass, opinion slip, motion ballots and any information relevant to the meeting. Prepare additional ballots if director elections are also being held during the meeting. Where the shareholder is a government agency or corporate entity, more than one proxy may attend the shareholders meeting. Corporate entities that have been designated as proxy attendants can only appoint one representative to attend shareholder meeting. If the shareholders' meeting is held by videoconferencing or a video-assisted method, shareholders who would like to attend the teleconference should register with the Company at least two days before the shareholders' meeting. Article 6-1: The shareholders' meeting notice should specify the following matters if the meeting is also made available through videoconferencing: I. Methods of participation in the meeting through videoconferencing and for exercising their rights. 62 --- II. The handling of issues with the videoconferencing platform or participation in the teleconference due to natural disasters, incidents, or other force majeure events, including at least the following: (I) The time or date when the abovementioned issues cannot be resolved and the meeting needs to be postponed or resumed. (II) Shareholders who have not registered to participate in the shareholders’ meeting by videoconferencing shall not participate in the postponement or resumption of the meeting. (III) If the shareholder teleconference meeting cannot resume, and the total number of shares represented in attendance still meet the statutory quorum for the resolutions conducted after subtracting the number of shares that attended the meeting by videoconferencing, the meeting may still continue without needing a postponement or resumption. For shareholders who originally choose to attend the shareholders’ meeting by videoconferencing, the number of shares is counted in the total of shares of shareholders attending the meeting but is considered abstention in all the motions presented in the meeting. (IV) The handling methods for when the results for all the motions have been announced, and there are no extraordinary motions. III. Alternative measures should be taken for shareholders who may have difficulties joining the meeting by videoconferencing. Article 7: If the shareholders meeting is convened by the directors, the meeting will be chaired by the chairman. The chairman is to appoint the vice-chairman to chair the meeting on his/her behalf if the chairman takes the day off or for any reason cannot exercise the power. The chairman is to appoint a managing director on behalf of the vice-chairman if there is no vice-chairman or if the vice-chairman cannot attend the meeting due to the aforementioned reasons. A director is assigned as the chairperson if there are no managing directors. In the event the chairman does not appoint anyone, the managing directors or the directors are to recommend one person. The chairperson position mentioned above shall be assumed by a managing director or director, who has been on the board for more than six months and possesses adequate understanding of the Company’s financial and business performance. The same applies if the chairperson is a representative of a corporate director. Shareholder meetings that are convened by the board of directors should be chaired by the Chairperson. Attendance of meeting participants shall be recorded in details in the shareholder meeting minutes. For the meeting that is convened by the ones with the convening authority outside of the board, the meeting should be chaired by convening authority. One person should be selected to chair the meeting if there are more than two present. The Company may summon its lawyers, certified public accountants and any relevant personnel to be present at the shareholders’ meetings. 63 --- Article 8: The Company shall record non-stop, in audio or video, from the time admission is accepted and throughout the entire meeting proceeding, voting and vote counting. These recordings must be retained for at least one year. However, if a shareholder raises a litigious claim against the Company according to Article 189 of The Company Act, the abovementioned documents must be retained until the end of the litigation. For the shareholders’ meetings held by videoconferencing, the Company shall retain records of the shareholders’ registration, login, check-in, questioning, voting and vote counting results, etc., and make continuous and uninterrupted audio and video recordings of the entire meeting. The above-mentioned materials and audio and video recordings shall be properly retained by the Company during the period of existence, and they shall be provided to those who are entrusted with handling videoconferencing tasks. Article 9: Shareholders’ presence is determined by the number of shares represented during the meeting. The number of shares in attendance is counted based on the attendance book or the submitted attendance card, and the number of shares shown checked into the videoconferencing platform, together with the shares with the written or electronic voting rights. The chair is to call the meeting to order at the designated meeting time, and at the same time announce the number of non-voting rights and the number of shares present and other relevant information. But is to announce a postponement if the attending shareholders represent less than half of the total issued shares. The number of postponement is limited to two times, totaling no more than 1 hour. The chair is to announce the meeting adjourned if still less than 1/3 of the total issued shares presented at the meeting after the postponement twice. For the shareholders’ meeting held by videoconferencing, the Company shall announce the adjournment of the meeting on the videoconferencing platform. If the quorum is not met after two postponements but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Paragraph 1, Article 175 of the Company Act. All shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within 1 month. Shareholders who wish to attend the shareholders’ meeting which is to be held by videoconferencing shall register with the Company in accordance with Article 6. If the attending shareholders representing more than half of the total issued shares before the end of the meeting, the chair is to make a tentative resolution and re-submit it for a shareholder’s vote in accordance with Article 174 of the Company Act. Article 10: The board should set the agenda for the meetings that it convenes. Relevant motions (including extraordinary motions and amendments to the original motions) shall be decided on a case-by-case basis. The meeting should be carried out based on the agenda and should be not changed without the resolution of the shareholders. The above rule also applies to shareholders’ meetings that are convened by an authorized 64 --- party other than the board of directors. The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting. The chairperson must allow for sufficient time to explain and discuss the various motions, amendments or special motions proposed during the meeting. The chairperson may announce discontinuance of further discussions if the issue in question is considered to have been sufficiently discussed to proceed with the voting and arrange sufficient voting time. Article 11: Shareholders who wish to speak during the meeting must first produce an opinion slip detailing the topic and shareholder account number (or conference pass serial number). The order of shareholders' comments shall be determined by the chairperson. Shareholders who submit an opinion slip without actually speaking are considered to have remained silent. In the event where the content of the statement is inconsistent with the speech note, the content of the statement should prevail. Each shareholder shall not make more than two statements for the same proposals without the chairman's agreement, and each statement shall not exceed five minutes. If shareholder's statement violates the rules or exceeds the scope of the issue, the chairman shall halt the statement. When an attending shareholder is making a statement, other shareholders shall not speak unless given permission by the chairman and the speaking shareholder. Violators shall be halted by the chairman. Where a corporate shareholder has appointed two or more representatives to attend the shareholder meeting, only one representative may speak per motion. After a shareholder has finished speaking, the chairperson may answer the shareholder's queries personally or appoint any relevant personnel to do so. For the shareholders' meetings held by videoconferencing, the shareholders who attend the meetings by videoconferencing may raise their questions in writing on the videoconferencing platform after the chair announces the start of the meeting and before the chair announces the end of the meeting. No more than two questions for the same motion should be allowed, and each question can have a maximum of 200 words. These do not apply to the requirements in Paragraph 1 to 5. The abovementioned questions which do not violate the rules or exceed the scope of the motion should be disclosed on the videoconferencing platform. Article 12: Voting rights in a shareholders' meeting are calculated based on the number of shares represented. 65 --- Shares that do not carry voting rights are excluded from the calculation of outstanding shares when voting for the final resolution. Shareholders cannot vote, or appoint proxies to vote, on any motions that present a conflict between their own interests and interests of the Company. The number of shares held by shareholders who are not permitted to vote shall be excluded from the total voting rights represented in the meeting. Other than the trusts or securities agencies approved by the authorities, a person representing more than two shareholders as a proxy cannot have the shares exceeding three percent of the total voting shares. The exceeded voting rights will not be counted. Article 13: Shareholders are entitled to one vote per share, except for shares that are subject to voting restrictions or situations outlined in Paragraph 2, Article 179 of The Company Act. The Company allows shareholders to exercise voting rights in writing or through the electronic method during shareholder meetings). Instructions for exercising voting rights in writing or through the electronic method must be stated clearly in writing on the advice of the meeting. Shareholders exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person. However, this is also considered to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting. It is therefore recommended that the Company avoids the submission of extraordinary motions and amendments to original proposals. Shareholders exercising voting rights by correspondence or electronic means shall deliver their declaration of intent to the Company at least two days before the shareholders meeting. If there is a repetition of the declaration of intent, whichever delivered the first will be served, except when a declaration is made to cancel the earlier declaration of intent. After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders meeting in person or by videoconferencing, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to the Company, by the same means by which the voting rights were exercised 2 business days before the date of 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. If 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. If the shareholder has exercised written or electronic votes and at the same time delegated a proxy to attend the shareholder meeting, the voting decision exercised by the proxy shall prevail. Unless otherwise regulated by The Company Act or the Articles of Incorporation, a motion is passed when supported by shareholders representing more than half of the total voting rights in the meeting. Details including the number of votes in favor, against, and abstained 66 --- for each discussion shall be uploaded onto MOPS on the same day the shareholder meeting ended. In cases where several amendments or alternative solutions have been proposed at the same time, the chairperson shall determine the order in which the proposals are voted. If one of the proposals has been passed, the other proposals are viewed as denied and no more voting will be conducted. The chairperson shall appoint a ballot examiner and a ballot counter to support the voting process. The ballot examiner must be a shareholder. 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 made into record. After the chairperson announces the start of the meeting, the shareholders who participate in the meeting through videoconferencing shall conduct voting on various motions and elections through the videoconferencing platform and must complete the voting before the chairperson announces the close of voting. Those who do not complete the voting before the announced ending time are considered abstention. For the shareholders' meetings held by videoconferencing, the votes shall be counted once after the chair announces the close of voting, and the results of the voting and election will be announced. For the shareholders' meetings also held by video-assisted methods, shareholders who have already registered to attend the meetings by videoconferencing in accordance with the provisions of Article 6 but wish to attend the physical meetings shall take the procedures same as the registration to cancel their registration at least two days before the meeting. Those who fail to cancel the registration on time can only attend the meetings by videoconferencing. Those who exercise their voting rights by correspondence or by electronic means without withdrawing their declaration of intent and participate in shareholders' meetings by videoconferencing shall not exercise their voting rights on the original motion, propose an amendment to the original motion or exercise their voting rights on the revision of the original motion, except for extraordinary motions. Article 14: Shareholder meetings that involve election of directors shall proceed according to the Company's election policy. Results of the elections, including the list of elected directors and the final tally, must be announced on-site, including the list of those who are not elected and the number of shares they have. All ballots used in the above election shall be sealed and signed by the ballot examiner and held in proper custody for at least one year. However, if a shareholder raises a litigious claim against the Company according to Article 189 of The Company Act, the abovementioned documents must be retained until the end of the litigation. 67 --- Article 15: Shareholder meeting resolutions shall be compiled into detailed minutes, and signed or sealed by the chairperson, and disseminated to each shareholder by no later than 20 days after the meeting. Preparation and distribution of meeting minutes can be made in electronic form. The Company may disseminate meeting minutes by posting details onto MOPS. The resolution proceedings should correctly record the year, month, day, venue, name of the chair, voting method, the essentials of the proceedings and the voting results (including the statistical weights). If there is an election of directors, the votes received by each nominee shall also be disclosed. These records are to be kept permanently during the Company's existence. The minutes of the shareholders' meeting held by videoconferencing should record the items mentioned in the preceding paragraph, the starting and ending time of the meeting, the convening method of the meeting, the name of the chairperson and the meeting minute taker, and the measures taken when the videoconferencing platform or the teleconference experiences natural disasters, incidents, or force majeure. The shareholders' meeting held by videoconferencing should follow the procedures mentioned in the preceding paragraph, and the meeting minutes should also specify the alternative measures taken for shareholders who may have difficulties joining the meeting by videoconferencing. Article 16: During the shareholder meeting, the Company shall publish information regarding the number of shares acquired by acquirers and the number of shares represented by proxies using the prescribed format and number of shares represented by shareholders attending the meeting in person or by electronic means. For shareholders' meetings that are held by videoconferencing, the Company shall upload the abovementioned information to the videoconferencing platform of the shareholders' meeting at least 30 minutes before the meetings start, and keep them disclosed until the end of the meeting. When the shareholders' meeting by videoconferencing is announced to start, the number of voting rights of the attending shareholders is disclosed on the videoconferencing platform. The same applies when the total number of shares of the shareholders in attendance and the number of voting rights in attendance are compiled again during the meeting. For any resolution issues that are related to the law and are considered important by the Taiwan Stock Exchange Corporation, the Company is to deliver the content to the Market Observation Post System within a specified time. Article 17: Staff at the shareholders' meeting shall wear proper identification or arm badges. The chairperson may instruct security staff to help maintain order in the meeting. The proctors or security personnel help maintaining order at the meeting place shall wear an identification card or armband bearing the word "Proctor." The chairperson may stop anyone who attempts to speak using instruments that are not provided by the Company. 68 --- Shareholders in violation of the rules and disobeying correction by the chair to disrupt the meeting are asked to leave the venue and will be escorted out by the proctors or the security personnel. Article 18: The chairperson may put the meeting in recess at appropriate times. In the occurrence of force majeure event, the chairperson may suspend the meeting temporarily and resume at another time. If the meeting venue is no longer available for use before all agenda issues of the shareholders meeting (including extraordinary motions) are addressed, the shareholders meeting shall determine another venue to resume the meeting. Shareholders may also resolve to postpone or resume the meeting within the next 5 days, according to Article 182 of The Company Act. Article 19: For shareholders’ meetings that are held by videoconferencing, the Company immediately discloses the voting results of motions and election results to the videoconferencing platform of the shareholders’ meeting in accordance with the regulations and keeps them disclosed for at least another 15 minutes after the chair announces the ending of the meeting. Article 20: Both the chairperson and the meeting minute keeper shall be at the same domestic location when holding videoconferencing shareholders’ meetings, and the chair should announce the address of the place at the beginning of the meeting. Article 21: For shareholders’ meetings that are held by videoconferencing, the chairperson should announce at the start of the meeting that except when there is no need to postpone or continue the meeting in accordance with Paragraph 4, Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the provisions of Article 182 of the Company Act is not applicable to the date of meeting postponement or resumption within 5 days for the interruption to the videoconferencing platform or the meeting lasting more than 30 minutes due to natural disasters, incidents or force majeure before the chair announces the end of the meeting. In the event of a meeting postponement or resumption in the preceding paragraph, shareholders who have not registered to participate in the shareholders’ meeting by videoconferencing shall not participate in the postponement or resumption of the meeting. In accordance with the provisions of Paragraph 1 for meeting postponement and resumption, shareholders who have registered and completed the check-in to the original meeting by videoconferencing, but do not participate in the postponed or resumed meeting, the shares shown presented at the original shareholders’ meeting, and the voting rights and election rights already exercised shall be included in the total number of shares, and the number of voting rights and election rights of the postponed or resumed meeting. For the shareholders’ meeting that is postponed or resumed in accordance with the provisions of Paragraph 1, it is not necessary to re-discuss or resolve the motions for which 69 --- voting and counting of votes have been completed and the voting results and the election of directors have been announced. If the videoconferencing shareholders' meeting cannot resume as described in Paragraph 1, and the total number of shares represented in attendance still meet the statutory quorum for the convening of the meeting after subtracting the number of shares that attended the meeting by videoconferencing, the meeting should still continue without needing a postponement or resumption in accordance with Paragraph 1. In the event of a meeting to be resumed as described in the preceding paragraph, for shareholders who originally choose to attend the shareholders' meeting by videoconferencing, the number of shares is counted in the total of shares of shareholders attending the meeting, but is considered abstention in all the motions presented in the meeting. If the Company postpones or resumes the meeting according to the provisions of Paragraph 1, the relevant preparation should be conducted based on the date of the original shareholders' meeting in accordance with Paragraph 7 of Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies. In accordance with the period specified by the 2nd half of Article 12 and Paragraph 3, Article 13 of the Regulations Governing the Use of Proxies for Attendance at Shareholders' Meetings of Public Companies and Paragraph 2, Article 44-5, Article 44-15 and Paragraph 1, Article 44-17 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall postpone or resume the date of shareholders' meeting in accordance with the provisions of Paragraph 1. Article 22: Alternative measures should be taken for shareholders who may have difficulties joining the meeting by videoconferencing. Article 23: The above rules shall take effect once approved during a shareholder meeting. The same applies to all subsequent revisions. 70 --- [Appendix III] # Sunny Friend Environmental Technology Co., Ltd. # Rules for Election of Directors Article 1: The Policy has been established in accordance with “Corporate Governance Best-Practice Principles for TWSE/TPEX Listed Companies” to ensure fairness, justice and transparency in director elections. Article 2: Unless otherwise specified by law or the Articles of Incorporation, election of the Company’s directors shall proceed according to the procedures stated herein. Article 3: Directors of the Company shall be elected after taking into account the overall board allocation. The composition of the board of directors shall be determined by taking diversity into consideration and formulating an appropriate policy on diversity based on the company’s business operations, operating dynamics, and development needs. It is advisable that the policy include, without being limited to, the following two general standards: I. Background and value: Gender, age, nationality, culture etc. II. Knowledge and skills: Career background (e.g., law, accounting, industry, finance, marketing or technology), professional skill and industry experience. All board members shall possess the knowledge, skills and characters needed to exercise their duties. The board as a whole shall possess the following capacity: I. Ability to make operating judgments. II. Accounting and financial analysis. III. Business administration. IV. Crisis management. V. Industry knowledge. VI. Vision of the global market. VII. Leadership. VIII. Decision making. More than half of the Company’s board members shall consist of persons who are neither a spouse nor a second-degree relative or closer to any director. Composition of the board of directors shall be determined after taking into consideration the overall performance evaluation. Article 4: Independent directors are subject to the eligibility criteria specified in Articles 2, 3 and 4 of “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.” Elections of independent directors are subject to compliance with Articles 5, 6, 7, 8 and 9 of “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies,” and Article 24 of “Corporate Governance Best-Practice Principles for TWSE/TPEX Listed Companies.” --- Article 5: Election of directors shall proceed according to the nomination system described in Article 192-1 of The Company Act. If the Company has less than five active directors at any given time due to dismissal, a by-election shall be held in the upcoming shareholder meeting to fill the open position. However, if the shortfall amounts to one-third of the minimum seats mentioned in the Articles of Incorporation, the Company shall convene an extraordinary shareholders' meeting within the next 60 days to elect candidates for the shortfall. If the number of independent directors falls short of the requirements stated in Paragraph 1, Article 14-2 of the Securities and Exchange Act, a by-election shall be held in the upcoming shareholder meeting. If all independent directors have been dismissed from duty, the Company shall convene an extraordinary shareholders' meeting within the next 60 days to elect candidates for the shortfall. Article 6: Elections of the Company's directors shall proceed using the cumulative method. Each share is vested with voting rights equal to the number of directors to be elected. These voting rights may be concentrated on one candidate or spread across multiple candidates. Votes are counted as a sum of ballots cast by shareholders and the number of votes exercised in writing and through electronic methods. Article 7: The board of directors shall produce ballots in quantities that match the number of directors to be elected and apply weights before distributing them to shareholder meeting participants. No ballot shall be prepared for voting rights exercised in the electronic method. Conference pass serial number can be printed on the ballot for identification purpose instead of voter's name. Article 8: The number of directors will be as specified in the Company's Articles of Incorporation, with voting rights separately calculated for independent and non-independent director positions. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance. Article 9: Before the election begins, the chairperson shall appoint several shareholders to undertake the roles of ballot examiner and ballot counter to assist in the election. The ballot box will be made available by the board of directors, and shall be opened for inspection by the ballot examiner prior to voting. Article 10: Ballots are considered void in any of the following circumstances: I. Voting without using ballots prepared by the board of directors. II. Casting of blank ballot into the ballot box. III. Ballots with illegible writing or are altered. IV. The candidate number assigned does not match the candidate. V. Ballots contain writings other than the number of voting rights allocated Article 11: Ballots are to be counted openly immediately after voting. The chairperson will announce the 72 --- outcome of the vote, including the names of elected directors and supervisors and the number of votes received. All ballots used in the above election shall be sealed and signed by the ballot examiner and held in proper custody for at least one year. However, if a shareholder raises a litigious claim against the Company according to Article 189 of The Company Act, the abovementioned documents must be retained until the end of the litigation. Article 12: The Procedures shall take effect once approved during a shareholder meeting. The same applies to all subsequent revisions. 73 --- [Appendix IV] # Sunny Friend Environmental Technology Co., Ltd. # Asset Acquisition and Disposal Procedures (Before Amendment) Article 1: The following Procedures have been established for the purpose of enhancing asset management, investment protection and information transparency practices within the Company. Article 2: Legal basis The following procedures have been established in accordance with Article 36-1 of the Securities and Exchange Act (hereinafter referred to as SEA) and "Regulations Governing the Acquisition and Disposal of Assets by Public Companies" of the Financial Supervisory Commission (hereinafter referred to as "FSC"). Article 3: Applicable assets (I) Securities: Including shares, government bonds, corporate bonds, bank debentures, securities that represent fund entitlements, depository receipts, call/put options, beneficiary securities and asset-backed securities. (II) Real estate (including land, building, investment properties, and construction in progress) and equipment. (III) Membership. (IV) Patents, copyrights, trademarks, franchise and other intangible assets. (V) Right-of-use assets. (VI) Debt entitlements of a financial institution (including receivables, bills purchased, discounts, loans, and overdue receivables). (VII) Derivatives. (VIII) Assets acquired or disposed of through a legal merger, divestment, acquisition or share exchange. (IX) Other material assets. The execution unit mentioned here shall refer to the Finance Department for long-term and short-term securities investments, and the department in use and in charge for trading of property, plant and equipment. Article 3-1: Terminologies used in these procedures are defined as follows: (I) Derivatives: Refer to forward contracts, option contracts, futures, leverage contracts, swap contracts, any combination of the above or structured contracts/products with embedded derivatives where values are derived from specific interest rates, prices of financial instruments, commodity prices, exchange rates, prices or price indices, credit ratings, credit indices or other variables. The forward contracts mentioned here do not include insurance 74 --- contract, performance contract, after-sale service contract, long-term lease contract or long-term (purchase) sales contract. (II) Assets acquired or disposed of through legal merger, divestment, acquisition or share exchange: Refer to assets acquired or disposed of during a merger, divestment, or acquisition in accordance with the Business Mergers and Acquisitions Act, Financial Holding Company Act, the Financial Institutions Merger Act or other relevant laws, or new shares issued in exchange of another company's shares (i.e. share exchange) under Article 156-3 of the Compact Act. (III) Related parties and subsidiaries: As defined in Regulations Governing the Preparation of Financial Reports by Securities Issuers. (IV) Professional appraiser: Refers to a real property appraiser or other person duly authorized by law to engage in the value appraisal of real property or equipment. (V) Date of occurrence: Refers to the earliest of the signing date, payment date, deal date, date of ownership transfer, board of directors' resolution date or any other dates when the transaction counterparty and the amount can be verified with certainty. However, for investments that are subject to the approval of the authority, the date of occurrence shall be determined as the earlier between the above dates and the date approved by the authority. (VI) Mainland China area investment: Refers to investments in the mainland China area approved by the Investment Commission, Ministry of Economic Affairs or conducted in accordance with the provisions of the Regulations Governing Permission for Investment or Technical Cooperation in the Mainland Area. Any terminology not defined in the Procedures shall be governed by FSC's "Regulations Governing the Acquisition and Disposal of Assets by Public Companies." Article 4: Professional appraisers and their officers, certified public accounts, attorneys, and securities underwriters that provide with Company with appraisal reports, certified public accountant's opinions, attorney's opinions, or underwriter's opinions shall meet the following requirements: (I) No previous violations against the SEA, the Company Act, the Banking Act, the Insurance Act, the Financial Holding Company Act, or the Regulations on Business Entity Accounting Handling and no conviction of fraud, breach of trust, misappropriation, forgery or any crime relating to business activities resulting in a sentence of one-year imprisonment or higher. This excludes situations where three years have passed since the subject has served the sentence, endured the probation period or is pardoned from the crime. (II) May not be a related party or de facto related party of any party to the transaction. (III) If the company is required to obtain appraisal reports from two or more 75 --- professional appraisers, the different professional appraisers or appraisal officers may not be related parties or de facto related parties of each other. When issuing an appraisal report or opinion, the self-discipline rules of the respective trade associations and the personnel referred to in the preceding paragraph shall comply with the following: (I) Prior to accepting a case, they shall prudently assess their own professional capabilities, practical experience, and independence. (II) Make appropriate plans and procedures, and execute accordingly to form conclusions, reports or opinions. Complete the case working papers with details of the executed procedures, the collected data and the final conclusion. (III) Evaluate the appropriateness and rationality of the data, parameters and information used to issue a valuation report or opinion. (IV) (IV) Issue declarations on the professionalism and independence of relevant personnel, the appropriateness and rationality of information used, and compliance-related matters. Article 5: Asset acquisitions and disposals by the Company shall be supported by independent professional reports prepared in the utmost objectivity and fairness for the category of asset involved before the date of occurrence, in compliance with the following rules: (I) Except for transactions involving domestic government agencies, commissioned development of purchased land, commissioned development of leased land, and acquisition/disposal of equipment relevant to business operations or right-of-use assets thereof, all other acquisitions and disposals of property and equipment or usage rights thereof amounting to 20% of the Company's paid-in capital or NTD 300 million or above shall be supported with valuation reports prepared in the utmost objectivity and fairness by professional valuers prior to the date of occurrence. These valuation reports shall also comply with the following provisions: 1. If, for any reason, the Company is in need of using restrictive, specific or special pricing to serve as reference for the transaction price, the underlying transaction must be approved by the board resolution before proceeding. Any subsequent changes in transaction term shall also be subject to the same procedures. 2. For transactions that amount to NTD 1 billion or above, quotations from at least two professional valuers are needed. 3. If the valuation differs from the transaction amount by 20% or higher, of if valuations concluded by 2 professional appraisers differ by 10% or higher, a certified public accountant shall be engaged to provide opinions with regards to the cause of discrepancy and the rationality of the transaction price in accordance with Statement on Auditing Standards No. 20 published by ARDF, except in situations where the valued price is higher than the price of asset acquired or lower than the price of asset sold. 4. Where professional valuation is used, the appraiser's report shall be dated no further than 3 months from the contract date. However, if the report still applies to the same current value announced by the government and is no more than six months old, an opinion can be accepted from the original appraiser instead. 76 --- (II) When acquiring or disposing of securities, the Company shall obtain the latest audited or auditor-reviewed financial statements of the securities issuer prior to the date of occurrence. Transactions that amount to 20% of the Company's paid-in capital or NTD 300 million or above shall be supported by the CPAs' opinion with regards to the rationality of the transaction price prior to the date of occurrence. However, this requirement does not apply to securities that are openly quoted in an active market or in circumstances where the FSC has regulated otherwise. (III) Except in situations where the counterparty is a domestic government agency, acquisition or disposal of intangible assets or right-of-use assets thereof or membership that amount to 20% of the Company's paid-up capital or NTD 300 million or above shall be supported by the CPAs' opinions issued in regards to the rationality of the transaction price. (IV) Transaction amounts in the 3 preceding Sub-paragraphs shall be calculated in accordance with Paragraph 2, Note 1, Article 11. The one-year timeframe mentioned shall date back from the date of occurrence of the current transaction. Transactions that have already been supported with expert's valuation or CPAs' opinions in accordance with the procedures that can be excluded from the calculation. (V) For assets acquired or disposed of through court auctions, a documentary proof issued by the court can be used in place of the valuation report or CPAs' opinions. Article 6: Asset acquisitions and disposals are subject to approval by managers at the appropriate level of approval authority; furthermore, transactions that amount to 20% or more of the Company's paid-in capital must be approved or acknowledged by the board of directors. Transactions that exhibit the conditions described in Article 185 of the Company Act are subject to shareholders' approval before proceeding. Purchase of non-operating real estate and securities is subject to the limits and restrictions below: (I) The sum of non-business real estate property held must not exceed 50% of the Company's net worth. (II) Total investments in securities must not exceed 100% of the Company's net worth. (III) Investment in individual securities must not exceed 40% of the Company's net worth. Article 7: Non-public subsidiaries of the Company are required to establish their own asset acquisition and disposal procedures according to the Procedures. Asset acquisitions or disposals that meet the announcement or reporting criteria described in the Procedures shall be announced, reported and notified by the Company accordingly. Article 8: Acquisition and disposal of assets with related parties are subject to the resolution procedures and rationality assessments of the Procedures, if they amount to 10% or more of the Company's total assets. In addition, a valuation report from a professional valuer or an opinion from a CPA shall be obtained in accordance with the 77 --- Procedures to support the transaction. Calculation of the above amounts shall comply with Sub-paragraph 4, Paragraph 1 Article 5. One. With the exception of domestic government bonds, re-purchase/re-sale agreements and subscription/redemption of money market funds issued by domestic securities investment trust enterprises, acquisition and disposal of real estate properties or usage rights thereof with related parties or non-real estate assets or usage rights thereof with related parties amounting to 20% of the Company's paid-up capital, 10% of total assets or NTD 300 million or more shall have the following information submitted to the audit committee for review and forwarded to the board for approval before the deal is signed or paid: I. The purpose, necessity and expected benefits of the asset acquisition/disposal. II. The reasons for transacting with a related party. III. When acquiring real estate or right-of-use assets thereof with a related party, any information that is relevant to establishing transaction rationality in Notes Two and Three. IV. The date, price and counterparty at/from which the related party had acquired the asset in the first place and the relationship between the Company and the initial counterparty. V. A cash projection report for the next 12 months starting from the contract month, with comments made on the necessity of the transaction and the rationality of capital usage. VI. Professional valuer's report or CPAs' opinion obtained in accordance with the preceding Article. VII. Restrictions and other important terms of this transaction. Calculations for the above transaction amount shall comply with Paragraph 2, Note 1, Article 11. The one-year timeframe mentioned herein shall date back from the date of occurrence. Transactions that have already been approved by the board of directors according to the Procedures can be excluded. Any of the following transactions taking place between the Company and its parent company, its subsidiary, or between subsidiaries in which the Company has 100% direct or indirect shareholding or capital contribution may be carried out at the discretion of the Chairperson, subject to board of directors' prior authorization and up to a certain limit, and raised for acknowledgment afterwards during the latest board meeting: I. Acquisition or disposal of operating equipment or usage rights thereof. II. Acquisition or disposal of operating real estate or usage rights thereof. If the Company has independent directors in place, the independent directors' opinions shall be fully taken into consideration when the transaction is proposed for discussion among the board of directors in accordance with Paragraph 1. Any objections or qualified opinions expressed by independent directors shall be detailed in the board meeting minutes. If the Company has an Audit Committee in place, any issues that are subject to the audit committee's acknowledgment, as mentioned in Paragraph 1, shall be agreed upon by half or more of the Audit Committee members and proposed for resolution by the board of directors. If the Company or any of its non-domestic public subsidiaries has any transactions 78 --- specified in the Paragraph 1 of point 1 and the amount is more than 10% of the Company's total assets, the Company shall submit the relevant information required by the Paragraph 1 of point 1 to the shareholder meeting for approval before signing the transaction contracts and making payments. Exceptions can be made, however, if the transactions are between the Company and its parent and subsidiaries or between the subsidiaries. Paragraph 1 of point 1 and the preceding paragraph. Calculations for the above transaction amount shall comply with Paragraph 2, Note 1, Article 11. The one-year timeframe mentioned herein shall date back from the date of occurrence. Transactions that have already been approved by shareholders meeting and the board of directors according to the Procedures can be excluded. Two. For all real estate properties or right-of-use assets thereof acquired from related parties, the rationality of transaction costs shall be evaluated using the following methods: I. Add interests of necessary funding and any costs legally borne by the buyer onto the price of the related party transaction. Interests on capital is calculated at the weighted average interest rate that the Company would have incurred if it finances the asset purchase in the year acquired. However, this rate shall not exceed the maximum lending rate for non-financial institutions, as regulated by the Ministry of Finance. II. If the related party had once pledged the property as collateral and borrowed from a financial institution, the value estimated by the financial institution should be used as reference, provided that the financial institution had lent more than 70% of the property value for more than 1 year. This does not apply if the financial institution is a related party to one of the counterparties. For purchases or leases that involve both land and buildings, the transaction costs of land and building can be appraised separately using any of the above methods. When acquiring real estate property or right-of-use assets thereof from a related party, the property cost or cost of right-of-use thereof shall be evaluated according to the preceding 2 paragraphs. A certified public accountant should also be engaged to verify and express opinions on the transaction. Acquisition of real estate property or right-of-use assets thereof from a related party that exhibits any of the following shall proceed according to Note 1 and is exempted from the three paragraphs above: (I) The related party had acquired the real estate property or right-of-use assets thereof as a heritage or gift in the first place. (II) 5 years have passed since the related party first acquired the real estate property or right-of-use assets thereof. (III) The real estate property is acquired through a joint construction agreement with related party, or commissioned development of purchased land or commissioned development of leased land with related party. (IV) Acquisition of operating real estate property or right-of-use assets thereof between the Company and its parent company, subsidiary, or between subsidiaries in which the Company holds 100% direct or 79 --- indirect ownership interest. Three. Paragraph 4 shall apply if the valuation methods mentioned in Subparagraph 1 and Subparagraph 2, Paragraph 2, both conclude a value that is lower than the transaction price. However, this excludes the following circumstances where there is objective evidence and opinions from professional property valuers and certified public accountant to support the rationality of the transaction: I. The related party is acquiring or leasing bare land for new construction, in which case evidence can be raised to prove the following: (I) The value of bare land assessed based on the preceding Paragraph plus the value of building, including construction cost and reasonable markup, exceeds the actual transaction price. The term "reasonable markup" is defined as the lower between the average gross profit margin of the related party's construction department in the last 3 years, or the latest gross profit margin of the entire construction industry published by the Ministry of Finance. (II) (II) Units on other floors of the same project or other non-related party transactions taking place in the nearby area in the past year, which were similar in size and the transaction terms were considered to conform with common real estate trading or leasing practices and were on equivalent terms after adjusting for floor or location differences. II. Real estate property purchased or right-of-use assets thereof leased or acquired from related party that involved comparable terms and sizes to other transactions in the neighboring district made by non-related parties in the nearby area in the past year. The term "successful transaction in the neighboring district" refers to properties located in the same or nearby street within a 500-meter radius of the underlying property, or properties with similar government-announced current values. The term "similar-size transaction" refers to non-related transactions of areas that are no smaller than 50% of the underlying property. The one-year timeframe mentioned above dates back one year from the date of occurrence in which the real estate property or right-of-use assets thereof is actually acquired. Four. The following rules shall apply to real estate properties or right-of-use assets thereof acquired from related parties where the valuation methods described in the 2 preceding Notes both conclude a value that is lower than the transaction price: I. The Company shall provide special reserves equal to the difference between the transaction price and the assessed cost of real estate property or usage rights thereof in the same manner as described in Paragraph 1, Article 41 of SEA. This special reserve cannot be distributed as dividends or capitalized into share capital. Public companies that account the Company as an investment using the equity method shall also recognize a portion of the Company's special reserves according to their respective shareholding percentages, as required in Paragraph 1, Article 41 of SEA. II. The independent directors of the audit committee shall comply with Article 218 of the Company Act. III. Outcomes of the preceding 2 Sub-paragraphs are to be reported during a shareholder meeting, whereas transaction details are to be disclosed in the annual report and the prospectus. Where the Company has made provisions for special reserves according to the 80 --- above, the special reserves can only be used if devaluation losses are recognized on the acquired or leased asset during revaluation or disposal, or when the lease contract is terminated, or if compensation or cost is incurred to restore the asset to its original state, or if there is evidence to support the underlying rationale. In which case, the use of special reserves is also subject to approval of the FSC. If there is other evidence to suggest that the acquisition of real estate property or usage rights thereof from a related party is outside business norms, the transaction shall also be subject to the two preceding Paragraphs. Article 9: All derivative transactions within the Company shall proceed according to the Rules. One. The Company shall take into account the following risk management and audit issues when engaging in derivative transactions, and incorporate them into its operating procedures: I. Transaction principles and guidelines: (I) Authorized derivative instruments All derivatives mentioned in Article 3-1 (II) Operating or hedging strategies: The Company engages in derivative transactions mainly to hedge against interest rate and exchange rate risks that may arise from business operations. (III) Areas of responsibility: 1. Finance personnel: (1) Gather market information, identify trends and risks, familiarize with financial instruments, laws and trading techniques, and execute transactions according to the instructions and authorization of the accountable manager for the purpose of mitigating market price volatility. (2) Regular assessment. (3) Regular announcement and reporting. 2. Accounting personnel: (1) Provide information on risk exposures. (2) Bookkeeping and preparation of financial statements according to generally accepted accounting principles. (3) Assessment, monitoring and control of transaction risks (IV) Performance evaluation: Performance is assessed based on the Company's cost exchange rate on-book and the amount of gains/losses incurred on derivatives. To more appropriately monitor and present valuation risks of the underlying transaction, gain/loss on derivative shall be assessed on a monthly basis. The Finance Department shall provide foreign currency position valuation report, foreign currency trend report, and market analysis report to the head of finance, the President and Chairperson for decision-making and further instructions. (V) Contract sum and loss cap: 1. Contract sum Overall sum of hedging contracts shall not exceed the higher of last year's operating revenues or the total amount of foreign currency-denominated assets held. 2. Loss cap 81 --- Realized and unrealized losses on individual contract shall not exceed 20% of the contract sum. Realized and unrealized losses across all contracts shall not exceed 5% of the Company's net worth, as shown in the latest financial statements. (VI) Limit and level of approval authority: \| Approval personnel \| Contract sum \| \| --- \| --- \| \| Head of Finance Department \| US$1 million and below \| \| General manager \| US$10 million and below \| \| Chairman \| US$10 million and above \| II. Risk management measures: (I) Credit risk management: The Company shall transact primarily with banks it has existing business relationships with. (II) Market price risk management: The Company shall constantly manage risks associated with changes in market price that are caused by interest or exchange rate variations or other factors for any derivatives purchased. (III) Liquidity risk management: To ensure liquidity, the Company shall trade mainly financial instruments of high liquidity (meaning that positions that can be closed at any time over the market). The transaction broker must have access to sufficient information and be capable of executing transactions in any given market at any time. (IV) Cash flow risk management: To ensure the stability of the Company's working capital, derivative transactions shall only be funded using proprietary capital and trade decisions must take into account the Company's cash flow forecast and capital requirements for the next 3 months. (V) Operational risk management: 1. Employees shall operate within their authorized limits, follow operating procedures and duly perform internal audits to prevent operational risks. 2. Personnel involved in derivative transactions shall not simultaneously perform trade confirmation or settlement. 3. Personnel involved in risk assessment, monitoring and control must be allocated to departments that are different from those mentioned above, and shall report to the board of directors or to senior managers who are not responsible for making decisions on transactions or positions. (VI) Legal risk management: For the avoidance of legal risks, all bank documents must be reviewed by legal affairs personnel before signing. III. Internal audit system: (I) Internal audit personnel must regularly assess the adequacy of internal controls over derivative transactions, and inspect the trade department and analyze transaction cycle on a monthly basis to evaluate compliance with existing procedures. All findings shall be compiled into audit reports, and any major violation discovered has to 82 --- be reported in writing to the audit committee. (II) Pursuant to "Regulations Governing the Establishment of Internal Control Systems by Public Companies," defects and improvements highlighted in the audit report mentioned in the above Paragraph shall be reported to the Securities and Futures Bureau using the designated reporting system and the specified format. IV. Regular assessments and handling of extraordinary circumstances: (I) The board of directors shall assign senior managers to regularly monitor and evaluate whether derivatives are carried out according to trading procedures, and assess, on a regular basis, whether derivatives perform in line with the Company's existing strategies and whether or not the associated risks are within the Company's tolerance. Any abnormality discovered shall be reported immediately to the board of directors with appropriate response measures taken. (II) Derivative exposures should be evaluated at least once a week, except for hedging transactions conducted in relation to business activities, which are subject to evaluation at least twice a month. All evaluation reports shall be presented for review by board-authorized senior managers. Two. The board of directors shall supervise the Company's derivative transactions based on the following principles: I. Delegate senior managers to exercise risk supervision and control over derivative transactions at all times. II. Evaluate on a regular basis whether or not performance of derivative transactions are consistent with the existing business strategies, and whether or not the risks undertaken are within the Company's tolerance. Board-delegated senior managers shall supervise derivative transactions according to the following principles: I. Evaluate on a regular basis whether existing risk management measures are adequate, and are carried out according to the Procedures as well as the Company's derivative procedures. II. Monitor trading activities, gains and losses, while taking necessary responsive measures and reporting to the board of directors upon discovering any abnormalities. Independent directors, if available, should be present at board meetings to express opinions. Derivative transactions performed by personnel who have been authorized under the Company's derivative procedures shall be reported during the upcoming board of directors meeting. Three. The Company shall maintain a transaction log that details the type and amount of derivatives traded, the board's approval date, and various issues subject to due diligence assessment under Item 2, Sub-paragraph 4, Note 1, and Sub-paragraph 2, Paragraph 1 and Sub-paragraph 1, Paragraph 2 of Note 22. Article 10: Prior to commencing business merger, divestment, acquisition or share exchange, the Company shall engage a certified public accountant, lawyer, or securities underwriter to provide opinions with regards to the exchange ratio, the acquisition price, or the amount of cash or other properties distributed to shareholders before the proposal is presented for board of directors' resolution. These opinions are subject to discussion and resolution by the board of directors. However, experts' 83 --- opinions are not required for mergers between the Company and subsidiaries in which it holds 100% direct or indirect ownership interest, and mergers between subsidiaries in which the Company holds 100% direct or indirect ownership interest. One. Public companies engaged in a business merger, divestment or acquisition shall compile important details of the business merger, divestment or acquisition into public reports and present them to their respective shareholders along with meeting advices and experts' opinions before the shareholder meetings. These documents will serve as reference for shareholders' decision on whether to support the merger, divestment or acquisition. This excludes circumstances where the Company is exempted by law to resolve the business merge, divestment, or acquisition through a shareholders' meeting. If any participant of the business merger, divestment, or acquisition is unable to convene a shareholder meeting or produce a resolution, or if the motion is voted down by shareholders due to insufficient attendants, insufficient votes, or other legal restrictions, participants of the business merger, divestment, or acquisition shall immediately announce to the public the causes of the discontinuance, any follow-up actions, and the estimated date of the next shareholders' meeting. Two. Unless otherwise regulated by law or approved by FSC in advance under special circumstances, all participants of a business merger, divestment, or acquisition shall convene a board of directors' meeting and a shareholders' meeting on the same day to resolve the business merger, divestment or acquisition. Unless otherwise regulated by law or approved by FSC in advance under special circumstances, all participants of a share exchange shall convene a board of directors meeting on the same day to resolve the decision. Where a merger, divestment, acquisition, or share exchange involves a TWSE or TPEX-listed company, the following information must be documented and kept for 5 years: I. Personnel profile: The title, name and ID card number (or passport number for foreigners) of any person involved in the planning or execution of merger, divestment, acquisition or share exchange before the information is made public. II. Important dates: Including the date when the letter of intent or memorandum of understanding is signed, the date of engagement with financial or legal consultants, the date of contract and the date of board of directors meeting. III. Important documents and minutes: Including the merger/divestment/acquisition/share exchange plan, letter of intent or memorandum of understanding, major contracts and board of directors meeting minutes. Where a merger, divestment, acquisition, or share exchange involves a TWSE or TPEX-listed company, all information listed in Sub-paragraphs 1 and 2 of the preceding Paragraph shall be reported to the FSC over the online system using the prescribed format within 2 days from the board resolution date. If a participant of the business merger, divestment, acquisition or share exchange is a non-public listed company, all TWSE/TPEX-listed companies involved shall sign an 84 --- agreement with the non-public listed company and execute the transaction according to the 2 preceding Paragraphs. Three. All parties involved or possessing knowledge of a merger, divestment, acquisition or share exchange shall issue a written commitment not to disclose any information until the plan is made public. The written commitment shall also prohibit the trading of shares or securities of equity nature pertaining to the deal, whether in own name or in the names of others. Four. When the Company engages in a business merger, divestment, acquisition or share exchange, terms including the share exchange ratio and the acquisition price cannot be changed except under the circumstances described below. Furthermore, these exceptional circumstances shall also be specified in the business merger, divestment, acquisition or share exchange contract: I. Cash issue and issuance of convertible bond, stock dividends, corporate bond with warrant, preferred share with warrant, warrant and any securities of equity nature. II. Disposal of major assets or other behaviors capable of influencing the Company's financial or business performance. III. Major disasters, technological changes and other events capable of impacting shareholders' equity or securities prices. IV. Adjustment for treasury stocks purchased by any participant of the business merger, divestment, acquisition or share exchange. V. Changes to the organization or number of participants in a business merger, divestment, acquisition or share exchange. VI. Other circumstances specified in the contract under which the Company is permitted to make such changes, provided that the terms have been disclosed to the public. Five. When the Company engages in a business merger, divestment, acquisition or share exchange, the underlying contract shall address the Company's rights and obligations in the merger, divestment, acquisition or share exchange, and specify the following details. I. Handling of default. II. Treatment for any securities of equity nature issued by the non-surviving party of a merger or by the divested company, or any treasury stocks purchased. III. Amounts of treasury stock that participating companies may purchase after setting the exchange ratio and exchange date, and how the treasury stocks are treated. IV. Treatment for any changes in the organization or the number of participating companies. V. The expected execution progress and the estimated date of completion. VI. The estimated date of the shareholders' meeting and relevant procedures in case the project is not completed on the due date. If a participant of the business merger, divestment, acquisition or share exchange intends to engage in another business merger, divestment, acquisition or share exchange with another company after the initial deal is made public, all procedures or legal actions completed on the initial deal must start afresh by all participants. However, this excludes situations where the 85 --- total number of participants has decreased as a result of the second deal, and that a resolution has been made in a shareholders' meeting to authorize the board of directors to change the terms of the initial deal; in which case, participants need not convene another shareholders' meeting to resolve the board's decision. Six. If the merger, divestment, acquisition, or share exchange involves a party that is not a public company, all public companies involved shall sign a separate agreement with that particular party and execute the transaction according to the terms outlined in the Procedures. Article 11: Information disclosure procedures One. Asset acquisitions and disposals that involve any of the following shall be announced and reported within 2 days of occurrence over the website designated by the FSC using the prescribed format: I. Real estate properties or right-of-use assets thereof acquired from or disposed to related parties, or other non-real estate assets or right-of-use assets thereof acquired from or disposed to related parties that amount to 20% of the Company's paid-up capital, or 10% of total assets, or NTD 300 million or above. This excludes trading of domestic government bond, repurchase/resale agreement and subscription or redemption of money market funds issued by domestic securities investment trust companies. II. Mergers, divestments, business acquisitions or share exchanges. III. Derivative transactions accumulating losses more than the aggregate or individual contract caps prescribed in the relevant procedures. IV. Acquisition or disposal of operating equipment or right-of-use thereof with an unrelated party, and the transaction amount meets any of the following requirements: (I) Transaction amounting to NTD 500 million or above, if the Company's paid-up capital is less than NTD 100 million. (II) Transaction amounting to NTD 1 billion or above, if the Company's paid-up capital is NTD 100 million or higher. V. Acquisition of real estate property in the form of development over purchased land, development over leased land, joint development with separate ownership, joint development with proportional holding, or joint development with partial sale, where the counterparty is unrelated and in which the Company expects to invest NTD 500 million or above. VI. Transaction of assets other than the ones listed in the 5 subparagraphs above, disposal of debt entitlement by a financial institution, or investment into the Mainland that amounts to 20% of the Company's paid-up capital or NTD 300 million or above. However, the following transactions can be excluded: (I) Trading of domestic government bonds or a credit rating no lower than Taiwan's sovereign credit rating of foreign government bonds. (II) Where the company specializes in the investment profession, any securities traded through exchange or through securities firms, or subscription of foreign government bonds through primary market or ordinary bank debentures without equity attribute subscribed in the primary market (excluding subordinated bonds), or subscription/redemption of securities investment/futures trust funds, or subscription/redemption 86 --- of index investment securities or securities subscribed by a securities firm as part of its underwriting service or counseling service for Emerging Stock Market companies, as regulated by Taipei Exchange. (III) Re-purchase/re-sale agreement, or subscription or redemption of money market funds issued by domestic securities investment trust companies. Amounts of the above transactions shall be calculated based on the following: I. Amount of each transaction. II. Cumulative amount of similar assets acquired from or disposed to the same counterparty over the past one year. III. Cumulative amount of the same development project or right-of-use assets thereof acquired or disposed (acquisitions and disposals accumulate separately) in the past one year. IV. Cumulative amount of the same securities acquired or disposed (acquisitions and disposals accumulate separately) over the past one year. The "one-year" timeframe mentioned in the preceding Paragraph dates back one year from the date of occurrence. Transactions that have already been announced according to the Procedures can be excluded. The Company shall provide monthly reports on all derivative transactions undertaken by the Company and non-public domestic subsidiaries up until the end of the previous month and submit such reports to the website designated by the FSC before the 10th calendar day of each month using the prescribed format. If errors or omissions are discovered in the mandatory announcements where rectifications are required, the Company shall start afresh and announce/report all items again within 22 days from the date of knowledge. All contracts, meeting minutes, transaction logs, valuation reports and accountant's, lawyer's, or securities underwriter's opinions relevant to the acquisition or disposal of assets shall be retained within the Company for at least 5 years unless otherwise specified by law. Two. Should any of the following circumstances arise after the Company has announced or reported its transactions according to the terms of the preceding Article, the Company shall update all relevant information to the website designated by the FSC within 2 days after the date of occurrence: I. Any change, termination or annulment of the original contract. II. The merger, divestment, acquisition or share exchange is not completed before the scheduled date. III. Changes to the initially reported/announced details. Three. For non-public domestic subsidiaries, all asset acquisitions and disposal affairs subject to announcement and regulatory reporting under Article 11 shall be made by the Company instead. The subsidiaries' announcement and reporting criteria, as mentioned in Note 1, Article 11, particularly with respect to paid-in capital or total assets, shall refer to paid-in capital and total assets of the Company. Article 12: All personnel governed by the Procedures shall perform duties in compliance with the terms of the Procedures. Violators will be disciplined according to the Company's personnel policy, and may be subject to judicial procedures depending on severity. Article 13: The Procedures have been verified by the audit committee, approved by the board of 87 --- directors and ratified by shareholders. The same applies to all subsequent revisions. Article 14: The Articles of Incorporation was established on June 24, 2003; The 1st amendment was made on June 12, 2007; The 2nd amendment was made on June 10, 2008; The 3rd amendment was made on June 4, 2012; The 4th amendment was made on June 30, 2014; The 5th amendment was made on June 8, 2015; The 6th amendment was made on June 16, 2016; The 7th amendment was made on June 15, 2017; The 8th amendment was made on May 31, 2019; The 9th amendment was made on May 29, 2020; The 10th amendment was made on May 27, 2022. May 27, 2022 88 --- [Appendix V] # Directors' Shareholding Positions I. As at the book closure date of annual general meeting (March 30, 2026), the Company had paid-up capital amounting to NT$1,300,000,000, available in 130,000,000 shares. II. According to Article 26 of the Securities and Exchange Act, Pursuant to Article 2 of "Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies," minimum shareholdings of non-independent directors and supervisors may be reduced to 80% of the required percentage if the Company has elected at least 2 independent directors. Directors of the Company (excluding independent directors) are required to maintain an aggregate shareholding of at least 8,000,000 shares. III. Directors' actual shareholding positions are as follows: \| Title \| Name \| No. of shares held \| Percentage \| \| --- \| --- \| --- \| --- \| \| Chairperson \| Ren Ying Enterprise Co., Ltd. - Representative: Fang-Chen Chang \| 4,367,574 \| 3.36% \| \| Director \| Ruentex Development Co., Ltd. - Representative: Tien-Chieh Li \| 33,370,156 \| 25.67% \| \| Director \| Ruentex Development Co., Ltd. - Representative: Chin-Tzu Lin \| \| \| \| Director \| Yuan Ting Investment Co., Ltd. - Representative: Ming-Yuan Cheng \| 9,643,750 \| 7.41% \| \| Director \| Cheng-Chi Investment Co., Ltd. - Representative:Yung-Tien Chang \| 3,766,000 \| 2.90% \| \| Independent Director \| Su-Ming Lin \| - \| - \| \| Independent Director \| Wen-Chieh Wang \| - \| - \| \| Independent Director \| Chun-Chung Chen \| - \| - \| \| Independent Director \| Chin-Fa Chiu \| - \| - \| \| Total \| \| 51,147,480 \| 39.34% \| Note : The Company has established the Audit Committee, and the requirement that the number of shares held by supervisors shall not be less than a certain percentage does not apply.

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SF — AGM Information 2026

52735_rns_2026-04-27_5b39f843-2d43-47c0-8efd-bf325ee9e749.pdf

Table of Contents

Two. Meeting Agenda

Motion 5

[Acknowledgments]

Election

Other Items

Sunny Friend Environmental Technology Co., Ltd.

2025 Business Report

I. Business Guidelines

II. 2025 Business report:

III. Financial performance and budget execution

IV. Profitability analysis

VII. Future Outlook

Sunny Friend Environmental Technology Co., Ltd.

Audit committee’s Review Report

Sunny Friend Environmental Technology Co., Ltd. and Subsidiaries

Consolidated Financial Statements Declaration

Opinions

Basis for Opinions

Key Audit Issues

Correctness of Income from Waste Disposal

Description

Corresponding Audit Procedures

Other matters – Parent company only financial statements

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

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

Sunny Friend Environment Technology Co., Ltd. and Subsidiaries

Consolidated Statement of Changes in Equity

Correctness of Income from Waste Disposal

Description

Corresponding Audit Procedures

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

Auditors' Responsibilities for the Audit of the Standalone Financial Statements

Sunny Friend Environmental Technology Co., Ltd.

Earnings Appropriation Table

Sunny Friend Environmental Technology Co., Ltd.

Articles of Incorporation

Sunny Friend Environmental Technology Co., Ltd.

Asset Acquisition and Disposal Procedures

More from SF

SF AGM Information 2026