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Skytech AGM Information 2026

Apr 28, 2026

52670_rns_2026-04-28_df21585c-7e9d-41f9-b492-6baab8c9d04d.pdf

AGM Information

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Stock code 6937

Skytech Inc.

Handbook for the 2026 Annual Meeting of Shareholders

Meeting Venue: No.265, Dong Sec. 1, Guangming 6th Rd., Zhubei City, Hsinchu County 30264, Taiwan (R.O.C.) (Sheraton Hsinchu Hotel, 3F) Physical shareholders’ meeting

9:30 a.m., May 29, 2026

(Summary Translation– In case of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.)

Table of Contents

A. Meeting Procedure ........................................................................................................................ 1 B. Meeting Agenda ............................................................................................................................ 2 I. Chairman’s Opening Remarks .................................................................................................... 2 II. Report Items ............................................................................................................................. 4 III. Matters for Ratification ........................................................................................................... 6 IV. Matters for Discussion ............................................................................................................ 7 V. Matters for Election .............................................................................................................. 11 VI. Other Matters .......................................................................................................................... 11 VII. Extemporary Motions ............................................................................................................ 12 C. Attachments ...................................................................................................................................13 1. Business Report ......................................................................................................................... 13 2. Audit Committee's Review Report ............................................................................................ 16 3. 2025 Directors’ Remuneration ................................................................................................ 17 4. The Regulations for the First Share Repurchase and Transfer to Employees .......................... 18 5. Comparison Table for the Amendments to Procedures for Ethical Management and Guidelines for Conduct ............................................................................................................................... 21 6. Independent Auditors’ Report and Financial Statements ........................................................... 23 7. Earnings Distribution Proposal of 2025 ..................................................................................... 47 8. Comparison Table of Amendments to the Articles of Incorporation ....................................... 48 9. Comparison Table for the Amendments to the Regulations Governing the Acquisition and Disposal of Assets ..................................................................................................................... 50 10. Comparison Table of Amendments to the Rules of Procedure for Shareholders’ Meetings …………………………………………………………………………………..…………..57

  1. Comparison Table of Amendments to the Procedures for Election of Directors ................ 79 12. Regulations Governing the Issuance of 2026 Restricted Stock Awards ............................. 81 13. List of Director Candidates (Including Independent Directors) ......................................... 85 14. Details of Non-Competition Activities of Director Candidates ........................................... 93 D. Appendix 1. Rules of Procedure for Shareholders’ Meetings (Before Amendment) .............................. 95 2. Articles of Incorporation (Before Amendment) ............................................................. 109 3. Regulations Governing the Acquisition and Disposal of Assets (Before Amendment)......... 116 4. Procedures for Election of Directors (Before Amendment) ............................................. 141 5. Shareholding Status of All Directors ....................................................................................... 144

A. Meeting Procedure

  • I. Call the Meeting to Order

  • II. Address by the Chairperson

  • III. Reports

  • IV. Ratification Matters

  • V. Discussion Matters

  • VI. Election Matters

  • VII. Other Matters

  • VIII. Extemporary Motions

  • IX. Adjournment

~ 1 ~

B. Meeting Agenda

Method of Convening the meeting : Physical shareholder’s meeting

Time : 9:30 AM May 29,2026

Location:No.265, Dong Sec. 1, Guangming 6th Rd., Zhubei City, Hsinchu County 30264, Taiwan (R.O.C.) (Sheraton Hsinchu Hotel,3F)

  • I. Announce the start of the meeting (report the number of shares attended)

  • II. Address by the Chairperson

III. Reports

  1. Business Report for FY2025.

  2. Audit Committee Review Report on the FY2025 Financial Statements.

  3. Report on the Distribution of Directors’ Remuneration for FY2025.

  4. Report on the Distribution of Employee Compensation (Including Grassroots Employees) and Directors’ Remuneration for FY2025.

  5. Report on the Distribution of Cash Dividends from FY2025 Earnings.

  6. Report on the Implementation of the Share Repurchase Program.

  7. Report on the Establishment and Amendment of the “First Share Repurchase and Transfer to Employees Regulations”.

  8. Amendments to the “Procedures for Ethical Management and Guidelines for Conduct.”

  9. IV.Ratification Matters

  10. Business Report and Financial Statements for FY2025.

  11. Proposal for the Distribution of FY2025 Earnings.

  12. V. Discussion Matters

  13. Amendment to the Company’s Articles of Incorporation..

  14. Amendment to the Regulations Governing the Acquisition and Disposal of Assets.

  15. Amendment to the Rules of Procedure for Shareholders’ Meetings.

  16. Amendment to the Procedures for Election of Directors.

  17. Proposal for the Issuance of Restricted Stock Awards.

  18. VI.Election Matters

Proposal for the Comprehensive Re-election of Directors (Including Independent Directors).

VII.Other Matters

Proposal to Release the Non-Competition Restrictions on Newly Elected Directors (Including Independent Directors).

~ 2 ~

VIII. Extemporary Motions

IX.Adjournment

~ 3 ~

Report Items

Item 1

Subject: Company's Business Report for fiscal year 2025.

Explanatory Note: Please refer to Attachment 1, page 13~15, for 2025 Business Report.

Item 2

Subject: Audit Committee's Review Report of the Financial Statements for fiscal year 2025. Explanatory Note: Please refer to Attachment 2, page 16, for Audit Committee’s Review Report.

Item 3

Subject: Report of 2025 directors’ compensation. Explanatory Note:

  1. The Board of Directors approved the 2025 directors’ compensation of NT$ 0 on March 6, 2026.

  2. For the directors’ remuneration, including the remuneration policy, the details and amount of the remuneration received by individual directors, please refer to Attachment 3, page 17.

Item 4

Subject: Report of the status of distributable compensation for employees (Including Grassroots Employees) and directors for fiscal year 2025.

Explanatory Note:

  1. Pursuant to Article 21 of the Company’s Articles of Incorporation, if the Company records profits for the year, no less than 1% may be allocated as employee compensation. Of the total employee compensation, no less than 30% shall be distributed to frontline employees, and such compensation shall be distributed in the form of shares or cash as resolved by the Board of Directors; in addition, the Board of Directors may resolve to allocate no more than 2% of the aforementioned profits as directors’ remuneration.

  2. It is proposed to allocate NT$8,477,632 as employee compensation from the Company’s 2025 profits of NT$252,609,855 (profit before tax, excluding employee compensation and directors’ remuneration). Of the total employee compensation, 48%, amounting to NT$4,069,263, shall be distributed to frontline employees. All employee compensation will be distributed in cash. No directors’ remuneration is proposed for the current year.

Item 5

Subject: Status of distribution for cash dividend of 2025 earnings.

Explanatory Note:

  1. In accordance with Article 21-1 of the Articles of Incorporation, distributable dividends

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and bonuses in whole or in part may be paid in cash after a resolution has been adopted by a majority vote at a meeting of the Board of Directors attended by two-thirds of the total number of directors; and in addition thereto a report of such distribution shall be submitted to the shareholders’ meeting.

  1. A cash dividend of NT$1.4 per share will be distributed from distributable earnings, for a total amount of NT$94,465,368. The cash dividend will be calculated to the nearest dollar, with any fractional amounts below one dollar rounded down. Any resulting fractional amounts shall be recognized as other income of the Company.

  2. This proposal has been approved by the Board of Directors, and the Chairman is authorized to determine the record date for dividend distribution and the payment date. If the total number of the Company’s outstanding shares subsequently changes, resulting in a change in the dividend per share, the Chairman is also authorized to make corresponding adjustments.

Item 6

Subject: Report on the Implementation of the Share Repurchase Program.

Explanatory Note: The Company has, pursuant to a resolution of the Board of Directors on April 10, 2025, approved the repurchase of its own shares in accordance with applicable laws and regulations for transfer to employees. The actual implementation of the share repurchase is set forth in the table below:

Batch Order NO.1
Purpose of buy-back Employee stock distribution
Date of Board Resolution 2025/04/10
Scheduled period for the repurchase 2025/04/11~2025/06/09
Price range NT$113.50 ~260.00
Class, quantity of shares bought-back 180,000 common shares
Total monetary amount of shares currently
repurchased
NT$ 31,961,769
Average Repurchase Price per Share NT$177.57
The ratio of the number of shares that were
repurchased to the planned number of shares to
be repurchased
72 %
Quantity of cancelled shares (Note 1) 0 share

~ 5 ~

Cumulative no.of the company's own shares
held
180,000 shares
Cumulative no.of the company's own shares as a
percentage of the total no.of the company's
issued shares
0.2661 %

Item 7

Subject:. Report on the Establishment and Amendment of the “First Share Repurchase and Transfer to Employees Regulations”

Explanatory Note:

  1. On April 10, 2025, the Company’s Board of Directors approved, for the purpose of incentivizing employees and enhancing employee cohesion, the amendment to the Company’s “First Share Repurchase and Transfer to Employees Plan,” and resolved to repurchase shares in accordance with the Securities and Exchange Act.

  2. In accordance with the FSC’s request for amendments, and to clearly define the restricted transfer period, the Company has revised the “First Share Repurchase and Transfer to Employees Plan.” Please refer to Attachment 4 on pages 18 ~ 20 of this handbook.

Item 8

Subject:. Amendments to the “Procedures for Ethical Management and Guidelines for Conduct”.

Explanatory Note: Amendments to certain provisions of the Company’s “Procedures for Ethical Management and Guidelines for Conduct.” For a comparison table of the provisions before and after amendment, please refer to Attachment 5 on page 21~22 of this handbook.

Matters for Ratification

Item 1

Proposed by the Board of Directors

Subject: Adoption of the Business Report and Financial Statements for fiscal year 2025. Explanatory Note:

  1. The Company's 2025 Business Report and consolidated and parent company only Financial Statements were audited by the CPAs of PricewaterhouseCoopers, Taiwan.

  2. 2025 Business Report, Report of Independent Accountants, and the aforementioned Financial Statements please refer to Attachment 1 on page 13~15, Attachments 6 on page 23 ~ 46.

  3. This proposal has been approved by the Audit Committee and resolved by the Board of Directors, and is hereby submitted to the Annual General Meeting for recognition.

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4. Submitted for approval.

Resolution:

Item 2

Proposed by the Board of Directors

Subject: Adoption of the earnings distribution plan for fiscal year 2025. Explanatory Note:

  1. The Company’s net income after tax for 2025 amounted to NT$202,789,200. Together with the beginning unappropriated retained earnings of NT$789,060,524, and after appropriating 10% as legal reserve in the amount of NT$20,278,920 in accordance with applicable laws, the accumulated unappropriated retained earnings available for distribution totaled NT$971,570,804. It is proposed to distribute cash dividends to shareholders in the amount of NT$94,465,368.

  2. The proposed earnings distribution table is attached hereto. Please refer to Attachment 7 on page 47.

  3. This proposal has been approved by the Audit Committee and resolved by the Board of Directors, and is hereby submitted to the Annual General Meeting for recognition.

  4. Submitted for approval.

Resolution:

Matters for Discussion

Item 1

Proposed by the Board of Directors

Subject: Amendment to the Company’s Articles of Incorporation.

Explanatory Note:

  1. Pursuant to Article 4 of the “Directions for the Establishment and Exercise of Powers of the Board of Directors of TWSE-Listed Companies,” the number of independent directors of a listed company shall not be less than one-third of the total number of directors starting from 2027. Accordingly, the Company proposes to amend its Articles of Incorporation.

  2. For a comparison table of the Articles of Incorporation before and after amendment, please refer to Attachment 8 on page 48 ~49 of this handbook.

  3. Submitted for discussion.

Resolution:

Item 2

Proposed by the Board of Directors

Subject: Amendment to the Regulations Governing the Acquisition and Disposal of Assets. Explanatory Note:

  1. Amendments to certain provisions of the Company’s “Regulations Governing the Acquisition and Disposal of Assets” For a comparison table of the provisions before and

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after amendment, please refer to Attachment 9 on pages 50 ~56 of this handbook.

  1. Submitted for discussion..

Resolution:

Item 3

Proposed by the Board of Directors

Subject: Amendment to the Rules of Procedure for Shareholders’ Meetings. Explanatory Note:

  1. The Company has revised its “Rules of Procedure for Shareholders’ Meetings” with reference to the model rules of ○○ Co., Ltd.

  2. For a comparison table of the “Rules of Procedure for Shareholders’ Meetings” before and after amendment, please refer to Attachment 10 on page 57 ~78 of this handbook.

  3. Submitted for discussion..

Resolution:

Item 4

Proposed by the Board of Directors

Subject: Amendment to the Procedures for Election of Directors. Explanatory Note:

  1. . In response to the amendments to certain provisions of the “Directions for the Establishment and Exercise of Powers of the Board of Directors of TWSE-Listed Companies” issued by the Taiwan Stock Exchange Corporation, the Company has revised its “Rules for Election of Directors.”

  2. For a comparison table of the “Rules for Election of Directors” before and after amendment, please refer to Attachment 11 on page 79~80 of this handbook.

  3. Submitted for discussion.

Resolution:

Item 5

Proposed by the Board of Directors

Subject: Proposal for the Issuance of Restricted Stock Awards. Explanatory Note:

  1. In order to enhance the Company’s competitiveness in attracting and retaining professional talent, and to strengthen the Company’s future competitiveness, growth, and profitability, it is proposed to issue restricted stock awards to employees in accordance with the Company Act and the “Regulations Governing the Offering and Issuance of Securities by Issuers” promulgated by the Financial Supervisory Commission, and other relevant regulations.

  2. The principal terms and conditions for the issuance of restricted stock awards are as follows:

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  • I. Total Number of Shares to be Issued

The total number of shares to be issued shall not exceed 200,000 common shares, with a par value of NT$10 per share, totaling NT$2,000,000. The issuance may be carried out in one or multiple tranches within two years from the date the effective notice from the competent authority is received. The actual issuance date shall be determined by the Chairman as authorized by the Board of Directors.

  • II. Issuance Conditions

  • (1) Issue Price

The shares will be issued without consideration, at a price of NT$0 per share.

  • (2) Vesting Conditions

    • Employees shall meet the conditions set forth in the Company’s “2026 Restricted Stock Award Plan” (the “Plan”). After being granted restricted shares, employees who remain employed by the Company after the following periods from the capital increase record date, meet the annual performance evaluation requirements (performance rating of 3 or above), duly perform their duties, and have not violated the Company’s employee handbook, shall vest in the shares in the following proportions:

    • A. After one year: 20% of the granted shares

    • B. After two years: 30% of the granted shares

    • C. After three years: 50% of the granted shares

  • (3) Type of Shares Issued The shares shall be newly issued common shares of the Company. Except as otherwise provided in the Plan, their rights and obligations shall be the same as those of other outstanding common shares.

  • (4) Treatment Where Vesting Conditions Are Not Met Such matters shall be handled in accordance with Paragraphs 4 and 5 of Article 5 of the “2026 Restricted Stock Award Plan.”

  • III. Eligibility of Employees and Allocation of Shares

  • (1) Eligibility is limited to full-time employees of the Company and its domestic and foreign controlled or subordinate companies who are employed on the grant date. The term “controlled or subordinate companies” shall be determined in accordance with the FSC Order No. 1070121068 dated December 27, 2018.

  • (2) The actual employees to be granted shares and the number of restricted shares to be allocated shall be determined based on factors such as years of service, job grade, work performance, overall contribution, special

~ 9 ~

achievements, or other managerial considerations, and in consideration of the Company’s operational needs and business development strategies. The allocation standards shall be approved by the Chairman and submitted to the Board of Directors for resolution.Employees with managerial status shall obtain the consent of the Remuneration Committee prior to issuance; employees without managerial status shall obtain the consent of the Audit Committee prior to issuance.

  • (3) The cumulative number of shares that a single employee may subscribe to under employee stock options issued pursuant to Article 56-1, Paragraph 1 of the Regulations shall be handled in accordance with the “Regulations Governing the Offering and Issuance of Securities by Issuers.”

  • IV. Necessity of the Issuance

To attract and retain the professional talents required by the Company, and to enhance employees’ cohesion and sense of belonging, so as to jointly create benefits for the Company and its shareholders.

  • V. Estimated Expenses, Dilution of EPS, and Impact on Shareholders’ Equity

  • (1) The Company shall measure the fair value of the shares on the grant date (issuance date) and recognize the related expenses over the vesting period on an annual basis.

  • (2) Assuming full vesting is achieved, the estimated expense amounts and impact on earnings per share are as follows:

Estimated for Each Year Year Expense (NT$ thousand) EPS Impact (NT$)
2027 23,095 0.3423
2028 14,155 0.2098
2029 7,450 0.1104
Total 44,700 0.6625

Note 1: Estimated based on the closing price of NT$223.5 on February 25, 2026, and 67,475,263 outstanding shares (including 79,000 restricted shares issued on March 6), assuming issuance at the end of January 2027. The actual expense and EPS impact will depend on the fair value on the actual issuance date.

Note 2: The impact on the Company’s earnings per share is limited and therefore has no material impact on shareholders’ equity.

  1. The “2026 Restricted Stock Award Plan” is attached hereto. Please refer to Attachment

  2. 12 on pages 81 ~ 84 of this handbook.

  3. After approval by the 2026 Annual General Meeting, if any amendments to the issuance of restricted stock awards are required due to changes in laws and regulations, instructions from the competent authority, or changes in objective circumstances, or if there are any matters not covered herein, it is proposed that, within the scope permitted by law, the

~ 10 ~

Chairman be authorized by the shareholders’ meeting to revise this Plan. Such revisions shall be subsequently submitted to the Board of Directors for ratification before issuance. 5. Submitted for discussion..

Resolution:

Election Matters :

Item Proposed by the Board of Directors

Subject: Proposal for the Comprehensive Re-election of Directors (Including Independent Directors). Explanatory Note:

  1. The term of office of the current directors (including independent directors) of the Company will expire on March 2, 2026. It is proposed to submit to the Annual General Meeting for a full re-election of directors (including independent directors). To facilitate the convening of the 2026 Annual General Meeting, the term of the incumbent directors shall be extended, pursuant to Paragraph 2, Article 195 of the Company Act, until the newly elected directors assume office upon completion of the re-election at the said shareholders’ meeting.

  2. In accordance with the Company’s Articles of Incorporation, eight directors (including four independent directors) shall be elected, with a term of three years, from May 29, 2026 to May 28, 2029. Directors may be re-elected. The newly elected directors shall assume office immediately after the shareholders’ meeting.

  3. In accordance with the Company’s Articles of Incorporation, the election of directors (including independent directors) shall adopt the candidate nomination system. Shareholders shall elect directors from among the list of nominated candidates. For their educational background, experience, and other relevant information, please refer to Attachment 13 on pages 85 ~ 92 of this handbook.

  4. This election shall be conducted in accordance with the Company’s “Rules for Election of Directors.”

  5. Submitted for election.

Election Results:

Other Matters :

Item Proposed by the Board of Directors

Subject:.

Explanatory Note: Proposal to Release the Non-Competition Restrictions on Newly Elected Directors (Including Independent Directors).

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  1. Pursuant to Article 209 of the Company Act, a director who engages, either for their own benefit or on behalf of another person, in any act within the scope of the Company’s business shall explain the material details of such act to the shareholders’ meeting and obtain its approval.

  2. Accordingly, it is proposed to submit to the 2026 Annual General Meeting for the release of the non-competition restrictions applicable to the newly elected directors (including independent directors) and their representatives.

  3. The details of the non-competition activities of the director and independent director candidates for whom the restrictions are proposed to be released are set forth in the table in Attachment 14 on page 93 ~ 94 of this handbook; provided that the release shall apply only to those candidates who are actually elected as directors.

  4. Submitted for discussion.

Resolution:

Extemporary Motions

Meeting Adjourned

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Attachment 1

Skytech Inc. Business Report

1.Business Strategy

The Company continues to strengthen its independent R&D and manufacturing capabilities, focusing on the development and enhancement of semiconductor process equipment. Going forward, we will further increase our investments in key technologies and equipment, including Physical Vapor Deposition (PVD), Atomic Layer Deposition (ALD), Wafer Bonders, Wafer Debonders, Plasma Descum systems, Panel-level advanced packaging platforms, and EUV inspection equipment.

In addition, the Company will continue to deepen collaboration with strategic partners to jointly develop customized solutions tailored to customers’ specific process requirements. By adhering to our strategy of independent innovation and working closely with leading semiconductor manufacturers, we aim to develop critical production equipment and process technologies.

Through the integration of domestic supply chains in electromechanical systems, materials development, and manufacturing, the Company seeks to realize localized semiconductor equipment production while providing rapid and flexible customization services. This ecosystem enables us to connect semiconductor front-end manufacturers, advanced packaging customers, compound semiconductor manufacturers, optoelectronic semiconductor companies, and various material suppliers, thereby accelerating technological breakthroughs in key processes. Through these efforts, we help customers shorten product development cycles and enhance their market competitiveness.

2.Business Overview

Looking ahead to fiscal year 2026, the global economic outlook remains uncertain. Ongoing geopolitical tensions and trade uncertainties arising from tariff policies introduced by the new U.S. administration continue to pose challenges to global economic growth and corporate operations.

Nevertheless, opportunities continue to emerge amid these uncertainties. The high-tech industry, particularly the Artificial Intelligence (AI) sector, is experiencing strong growth momentum. Driven by the rapid growth in demand for both mainstream and self-developed AI chips, as well as highbandwidth memory (HBM), and supported by the expansion of global data centers and storage infrastructure, the semiconductor industry continues to maintain a positive growth trajectory. At the same time, emerging applications such as autonomous driving systems and robotics are gaining increasing attention.

Against this backdrop, the Company will continue to pursue technological innovation and product differentiation strategies to capture emerging market opportunities.

Meanwhile, the global semiconductor supply chain is undergoing structural adjustments. Although Taiwan continues to maintain a leading position in advanced semiconductor manufacturing, overseas foundries are actively expanding capacity and promoting equipment and materials localization while competing through pricing strategies. These developments present challenges to Taiwan’s maturenode foundries, prompting them to accelerate the development of new application markets.

In response, the Company will continue to focus on niche markets through differentiated

~ 13 ~

technologies and innovative products, while strengthening customer relationships and service capabilities to further consolidate its market position.

In addition, with the rapid development of large language models (LLMs) and robotics technologies, AI is increasingly penetrating across industries. The Company will closely monitor AI technological developments and actively explore their applications in semiconductor processes and advanced packaging equipment to identify new growth opportunities.

In the face of a dynamic and evolving market environment, the Company will continue to adhere to prudent management principles, respond flexibly to market changes, and strive to enhance long-term corporate value.

3. Financial Results

In fiscal year 2025, the Company reported net operating revenue of NT$ 2,244,646 thousand, representing a 13% decrease compared with NT$ 2,587,641 thousand in fiscal year 2024.

Net profit for the year was NT$199,795 thousand, representing a 51% decrease compared with NT$ 406,803 thousand in 2024.

4.Actual Operating Income and Expenses

  • (1) Operating Revenue

Operating revenue in 2025 consisted of product sales revenue and technical service revenue, totaling NT$ 2,244,646 thousand, representing a decrease of NT$ 342,995 thousand (-13%) compared with NT$ 2,587,641 thousand in 2024. The decrease was primarily attributable to a decline in equipment sales of NT$ 574,313 thousand.

(2) Operating Expenses

Total operating expenses in 2025 amounted to NT$ 2,050,600 thousand, representing a decrease of NT$ 128,536 thousand (-6%) compared with NTD 2,179,136 thousand in 2024.

The decrease was mainly due to a reduction in operating costs of NT$ 105,361 thousand (-7%), resulting from lower revenue, as well as a decrease in operating expenses of NT$ 23,175 thousand (-3%).

5.Profitability Analysis

Due to the decline in revenue during 2025, the Company recorded a 52% decrease in operating income compared with 2024, while net income after tax declined by 51% year-over-year.

6.Research and Development

In addition to continuously developing customized components for semiconductor equipment, the Company has established core technologies in high-vacuum semiconductor processing equipment, including PVD, (PE)ALD, CVD, and plasma descum systems, which have been successfully adopted by domestic and international semiconductor manufacturers and research institutions.

During 2025, the Company also developed three new products:

‧ The 310×310 mm PLP system, which has been delivered to customer sites and is progressively establishing comprehensive Panel Level Packaging (PLP) process equipment capabilities.

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‧ The 12-inch wafer bonder, which has also entered the customer verification stage.

‧ The second-generation EUV photomask optical metrology system, which has completed development and is currently undergoing system-level testing.

Leveraging strong market insight and efficient R&D capabilities, the Company remains committed to delivering advanced solutions to customers. Strategically, we will continue to deepen our presence in the advanced packaging equipment market while expanding cooperation with key semiconductor customers.

Regarding new material Atomic Layer Deposition (ALD) equipment, the Company is currently working closely with several leading semiconductor manufacturers to conduct process integration and validation, and such efforts are expected to generate tangible market benefits in the future.

Meanwhile, development of new automated bonder and debonder systems is progressing steadily, with product testing and market introduction actively underway.

In addition to pursuing organic technological growth, the Group continues to evaluate opportunities for strategic alliances and collaborations in order to strengthen its technology portfolio. Looking ahead, the Company will remain focused on forward-looking technologies and innovative applications, reinforcing its value chain from product design and manufacturing development to systematic management, thereby maintaining its competitive advantages in the semiconductor equipment industry.

Chairman: Paul Huang

President: Paul Huang Accounting Officer: Chienya Lin

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Attachment 2

Audit Committee's Review Report

The Board of Directors prepared and submitted the Company's 2025 business report, financial statements (including consolidated financial statements), and the proposal for earnings distribution. The financial statements (including consolidated financial statements) have been audited by CPAs Bai, Shu-Qian and Cheng Ya-Huei of PwC Taiwan, and issued an audit report with an unqualified opinion. The above-mentioned business report, financial statements (including consolidated financial statements) and earnings distribution table have been reviewed by the Audit Committee and found to be correct; therefore, the above is reported according to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.

Skytech.

Convener of the Audit Committee : Bai-Da Shr March 6,2026

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Attachment 3

2025 Directors’ Remuneration

Unit: NT$ thousand; %

Title Name Director's Remuneration Director's Remuneration Director's Remuneration Director's Remuneration Director's Remuneration Director's Remuneration Director's Remuneration Director's Remuneration Ratio of the sum of
(A), (B), (C), and
(D) to net profit after
tax (%)
Ratio of the sum of
(A), (B), (C), and
(D) to net profit after
tax (%)
Compensation rec Compensation rec Compensation rec Compensation rec eived as an employee eived as an employee eived as an employee eived as an employee Ratio of the sum of
(A), (B), (C), (D),
(E), (F) and
(G) to net profit after
tax(%)
Ratio of the sum of
(A), (B), (C), (D),
(E), (F) and
(G) to net profit after
tax(%)
Remunerat
ion
received
from non-
consolidat
ed
affiliates
or parent
company
Base compensation
(A)
Pension (B) Director
compensation
(C)
Business expense
(D)
Salary, bonus and
special allowance
(E)
Pension (F) Employee compensation (G)
Company Consolidated
Entities
Company Consolidated
Entities
Company Consolidated
Entities
Company Consolidated
Entities
Company Consolidated
Entities
Company Consolidated Entities Company Consolidated
Entities
Company Consolidated
Entities
Company Consolidated
Entities
Cash Share Cash Share
Chairman Paul Huang 600 600 - - - - 30 30 630
0.31%
630
0.31%
1,200
1,464
0 0 - - - - 1,830
0.90%
2,094
1.03%
-
Director Wealthwave
International
Investment Co.,
Ltd.

600
600 - - - - 30 30 630
0.31%
630
0.31%
0 0 0 0 - - - - 630
0.31%
630
0.31%
-
Representative:
Pei-Yu LIN
Director George Yi 600 600 - - - - 30 30 630
0.31%
630
0.31%
1,200 1,464 73 73 - - - - 1,903
0.94%
2,167
1.07%
-
Director Jing-Shu
Huang
600 600 - - - - 30 30 630
0.31%
630
0.31%
- - - - - - - - 630
0.31%
630
0.31%
-
Independent
Director
Bai-Da Shr 600 600 - - - - 30 30 630
0.31%
630
0.31%
- - - - - - - - 630
0.31%
630
0.31%
-
Independent
Director
Du-Cheng Li 600 600 - - - - 30 30 630
0.31%
630
0.31%
- - - - - - - - 630
0.31%
630
0.31%
-
Independent
Director
Chuen-Hung
Tsai
600 600 - - - - 30 30 630
0.31%
630
0.31%
- - - - - - - - 630
0.31%
630
0.31%
-
Independent
Director
Ji-Ye Miau 600 600 - - - - 30 30 630
0.31%
630
0.31%
- - - - - - - - 630
0.31%
630
0.31%
-
1. Independent Directors’ remuneration policies, procedures, standards and structure, as well as the linkage to
The Company has performance evaluation policies for the Board of Directors that evaluate the performance
Articles of Incorporation, Directors’ remuneration is authorized by the Board of Directors, and based on the
industry.
2.Except for the above-mentioned figures,the directors of the Companyreceive remuneration forprovidingservices t
responsibilities, risks and time spent:
of the Board of Directors and each functional committee periodically. According to the Company’s
degree of participation in the Company’s operation and contribution, as well as a comparison with the
o all companies in the financial report(such as servingas a consultant for non-employees): None.

Note 1: The board of the company resolved on Mar. 6, 2026, to distribute NT$ 8,478 thousand as employee compensation for the 2025 year, and NT$0 as director compensation, to be reported at 2026 annual shareholders' meeting. Note 2: The disclosed compensation content is different from the concept of income defined in the Income Tax Act. Therefore, this table shall merely be used for the purpose of information disclosure and shall not be used for taxation.

~ 17 ~

Attachment 4

Skytech Inc.

First Share Repurchase and Transfer to Employees Plan

Article 1 : The Company, for the purpose of incentivizing employees and enhancing employee cohesion, hereby establishes the “First Share Repurchase and Transfer to Employees Plan” (hereinafter referred to as the “Plan”) in accordance with Article 28-2, Paragraph 1, Subparagraph 1 of the Securities and Exchange Act and the “Regulations Governing Share Repurchase by TWSE/TPEx-Listed Companies” promulgated by the Financial Supervisory Commission, and other relevant regulations.

The Company’s repurchase of its own shares for transfer to employees shall be handled in accordance with this Plan, in addition to applicable laws and regulations.

(Type of Shares to be Transferred, Rights, and Restrictions)

Article 2 : The shares to be transferred to employees under this Plan shall be common shares. Except as otherwise provided by applicable laws and regulations or this Plan, the rights and obligations thereof shall be the same as those of other outstanding common shares.

(Transfer Period)

Article 3 : The shares repurchased under this Plan may be transferred to employees, in one or multiple tranches, within five years from the date of repurchase, in accordance with this Plan.

(Eligibility of Transferees)

Article 4 : Employees of the Company who are in service as of the subscription record date or who have made special contributions to the Company and have been approved by the Board of Directors shall be eligible to subscribe for treasury shares in accordance with the subscription amount specified in Article 5 of this Plan.

The term “employees” as used in this Plan refers to full-time employees receiving salaries from the Company and its domestic and foreign subsidiaries in which the Company directly or indirectly holds more than 50% of the voting shares. Part-time employees, temporary employees, short-term interns, and outsourced personnel are not eligible under this Plan.

(Transfer Procedures)

Article 5 : The number of shares that employees may subscribe to shall be determined based on factors

~ 18 ~

such as job grade, years of service, special contributions to the Company, the total number of repurchased shares held by the Company as of the subscription record date, and the upper limit of shares subscribable by each employee. The allocation shall be submitted to the Board of Directors for approval.

Where the subscriber is a manager, the proposal shall first be reviewed by the Remuneration Committee before being submitted to the Board of Directors for resolution. Where the subscriber is not a manager, the proposal shall first be reviewed by the Audit Committee before being submitted to the Board of Directors for resolution.

If an employee fails to complete subscription and payment within the designated subscription period, such employee shall be deemed to have waived their rights. Any unsubscribed balance may be reallocated by the Board of Directors to other employees during the same subscription process, subject to review by the Audit Committee or the Remuneration Committee (depending on the subscriber’s status) and approval by the Board of Directors.

Article 6 : Procedures for transferring repurchased shares to employees:

  1. In accordance with the Board of Directors’ resolution, publicly announce, file, and repurchase the Company’s shares within the execution period.

  2. The Board of Directors shall determine and announce the subscription record date, allocation standards, subscription and payment period, rights, and restrictions.

  3. Confirm the number of shares actually subscribed and paid, and complete the share transfer registration.

(Transfer Price per Share)

Article 7 : The transfer price of the shares repurchased and transferred to employees shall be the actual average repurchase price.

However, prior to transfer, if there is an increase or decrease in the number of issued common shares, the transfer price may be adjusted in proportion to such change.

(The transfer price shall be calculated to one decimal place, with the second decimal place rounded.)

Adjustment formula:

Adjusted transfer price = Average repurchase price × (Total number of issued common shares at the time of repurchase filing / Total number of issued common shares prior to transfer to employees)

(Rights and Obligations after Transfer)

Article 8 : After the repurchased shares are transferred to employees and the registration is completed,

~ 19 ~

the rights and obligations shall be the same as those of the original shares, unless otherwise provided.

(Others)

Article 9 : Other matters relating to the rights and obligations between the Company and employees:

  1. For shares transferred to employees under this Plan, employees may not transfer such shares until two years have elapsed from the date of registration of transfer (or the “date of share delivery”).

  2. Employees who meet the eligibility criteria shall lose their right to request share transfer under any of the following circumstances:

  3. (1) Being on unpaid leave during the transfer period without returning to duty.

  4. (2) Death, resignation for any reason, or termination of employment with the Company after the establishment of this Plan.

  5. (3) Failure to apply for transfer before the expiration of the transfer period.

  6. Taxes and expenses arising from the transfer of shares under this Plan shall be handled in accordance with the laws and regulations in effect at the time of transfer and the Company’s relevant procedures.

Article 10 : This Plan shall become effective upon approval by the Board of Directors and may be amended by resolution of the Board of Directors.

Article 11 : This Plan was adopted on April 10, 2025.

First amendment on May 13, 2025.

~ 20 ~

Attachment 5

`

Skytech Inc.

Comparative Table of Amendments to

Procedures for Ethical Management and Guidelines for Conduct

After the Amendment Before the Amendment Note
Article 12
(Special unit in charge of
confidentiality regime and its
responsibilities)
This Corporation’sLegal
Department shall be charged with
formulating and implementing
procedures for managing,
preserving, and maintaining the
confidentiality of this
Corporation's trade secrets,
trademarks, patents, works and
other intellectual properties and it
shall also conduct periodical
reviews on the results of
implementation to ensure the
sustained effectiveness of the
confidentiality procedures.
……(The remainder is omitted.)
Article 12
(Special unit in charge of
confidentiality regime and its
responsibilities)
This Corporation’sHuman Resources
Departmentshall be charged with
formulating and implementing
procedures for managing, preserving,
and maintaining the confidentiality of
this Corporation's trade secrets,
trademarks, patents, works and other
intellectual properties and it shall also
conduct periodical reviews on the
results of implementation to ensure
the sustained effectiveness of the
confidentiality procedures.
……(The remainder is omitted.)
Change
of
the
Responsible Unit
Article 21
(Handling of unethical conduct by
personnel of this Corporation)
… (omitted.)
The responsible unit of this
Corporation, theHuman
Resources Department,shall
observe the following procedure in
Article 21
(Handling of unethical conduct by
personnel of this Corporation)
… (omitted.)
The responsible unit of this
Corporation,the Audit Department,
shall observe the following procedure
in handling whistleblowing matters:
Change
of
the
Responsible Unit

~ 21 ~

After the Amendment Before the Amendment Note
handling whistleblowing matters:
… (omitted.)
2. The responsible unit of this
Corporation and the department
head or personnel being reported
to in the preceding subparagraph
shall immediately verify the facts
and, where necessary, with the
assistance of the legal compliance
or other related department.
… (omitted.)
6. The responsible unit of this
Corporation shall submit to the
board of directors a report on the
whistleblowing case, actions
taken, and subsequent reviews and
corrective measures.
… (omitted.)
2. The responsible unit of this
Corporation,~~the Audit Department~~,
and the department head or personnel
being reported to in the preceding
subparagraph shall immediately
verify the facts and, where necessary,
with the assistance of the legal
compliance or other related
department.
… (omitted.)
6. The responsible unit of this
Corporation,~~the Audit Department,~~
shall submit to the board of directors
a report on the whistleblowing case,
actions taken, and subsequent reviews
and corrective measures.
Article 25
This operational procedure and
code of conduct were established
on March 30, 2023.
First amended on December 19,
2025.
Article 25
This operational procedure and code
of conduct were established on March
30, 2023.
Addition
of
the
Amendment Date

~ 22 ~

Attachment 6

INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

To the Board of Directors and Shareholders of Skytech Inc.

Opinion

We have audited the accompanying consolidated balance sheets of Skytech Inc. and its subsidiaries (the “Group”) as at December 31, 2025 and 2024, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of material accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission.

Basis for opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ responsibilities for the audit of the consolidated financial statements section of our report. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

~ 23 ~

Key audit matters

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

Key audit matters for the Group’s 2025 consolidated financial statements are stated as follows:

Valuation of inventories

Description

Refer to Note 4(12) for accounting policies on inventory valuation, Note 5 for uncertainty of accounting estimates and assumptions in relation to inventory valuation, and Note 6(5) for details of inventories. As at December 31, 2025, the Group’s inventories and allowance for inventory valuation losses amounted to NT$1,604,337 thousand and NT$80,250 thousand, respectively.

The Group is primarily engaged in the producing, manufacturing and rendering maintenance services of semiconductor equipment and related spare parts. Due to the fluctuation of market demand and supply, it may result in the need for the assessment of inventory valuation loss. The Group recognises inventories at the lower of cost and net realisable value. An allowance for inventory valuation losses is provided for those inventories aged over a certain period and those individually identified as obsolete or damaged.

As the amounts of inventories are material, the types of inventories vary, and the estimation of net realisable value for individually obsolete or damaged inventories is subject to management’s judgment, we considered the allowance for inventory valuation losses a key audit matter.

~ 24 ~

How our audit addressed the matter

We performed the following audit procedures in relation to the provision for inventory valuation losses for individually obsolete or damaged inventories:

  1. Ensured consistent application of accounting policies in relation to allowance for inventory valuation losses and assessed the reasonableness of these policies.

  2. Validated the appropriateness of inventory aging report utilised by management to ensure proper classification of inventories aged over a certain period, and verified the effective aging date by examining the supproting documents.

  3. Evaluated and confirmed the reasonableness of net realisable value for inventories through validating respective supporting documents and information.

Other matter - Parent company only financial reports

We have audited and expressed an unmodified opinion on the parent company only financial statements of Skytech Inc. as at and for the years ended December 31, 2025 and 2024.

Responsibilities of management and those charged with governance for the consolidated financial statements

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

In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless

~ 25 ~

management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including the audit committee, are responsible for overseeing the Group’s financial reporting process.

Auditors’ responsibilities for the audit of the consolidated financial statements

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

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

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

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of

~ 26 ~

expressing an opinion on the effectiveness of the Group’s internal control.

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

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

  3. 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.

  4. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within 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.

~ 27 ~

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

Shu-Chien Pai

[Cheng, Ya-Huei ]

For and on behalf of PricewaterhouseCoopers, Taiwan March 6, 2026


The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

~ 28 ~

SKYTECH INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2025 AND 2024

(Expressed in thousands of New Taiwan dollars)

Assets December31,2025
Notes
AMOUNT

%
6(1)
$
617,505
14
6(3)
53,441
1
6(4)
53,567
1
6(4)
651,813
14
6(9)
14,125
1
726
-
6(5)
1,524,087
33
6(6)
90,436
2
3,005,700
66
6(2)
14,690
-
6(3) and 8
2,000
-
6(7) and 8
1,404,555
31
6(8)
23,209
1
6(10)(32)
48,685
1
6(28)
16,703
-
6(2)(9)
61,362
1
1,571,204
34
$
4,576,904
100
(Continued)
December31,2024 December31,2024
AMOUNT

$
440,665
460,000
26,869
849,007
10,551
213
1,095,170
32,007
2,914,482
-
4,245
1,228,210
26,561
5,944
16,071
24,935
1,305,966
$
4,220,448
%
Current assets
1100
Cash and cash equivalents
1136
Current financial assets at amortised
cost
1150
Notes receivable, net
1170
Accounts receivable, net
1197
Finance lease receivable, net
1200
Other receivables
130X
Inventories
1410
Prepayments
11XX
Total current Assets
Non-current assets
1517
Non-current financial assets at fair
value through other comprehensive
income
1535
Non-current financial assets at
amortised cost
1600
Property, plant and equipment
1755
Right-of-use assets
1780
Intangible assets
1840
Deferred income tax assets
1900
Other non-current assets
15XX
Total non-current assets
1XXX
Total assets
10
11
1
20
-
-
26
1
69
-
-
29
1
-
-
1
31
100

~ 29 ~

SKYTECH INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2025 AND 2024

(Expressed in thousands of New Taiwan dollars)

Liabilities and Equity December31,2025
Notes
AMOUNT
%
6(11)
$
111,200
2
6(21)
22,701
1
6(12)
397,391
9
6(13)
218,439
5
26,623
1
6(17)
49,290
1
11,046
-
6(14)
8,153
-
4,284
-
849,127
19
6(14)
181,961
4
6(17)
8,217
-
6(28)
26,686
1
12,768
-
502
-
230,134
5
1,079,261
24
6(18)
675,763
15
6(19)
1,662,938
36
6(20)
143,730
3
991,850
22
6,352
-
(
31,962) (
1)
3,448,671
75
48,972
1
3,497,643
76
9
11
$
4,576,904
100
December31,2024 December31,2024
AMOUNT

$
11,200
13,585
225,284
217,969
41,262
34,569
9,691
7,997
4,861
566,418
183,584
5,400
31,958
17,188
1,260
239,390
805,808
674,773
1,634,014
103,050
971,443
31,360
-
3,414,640
-
3,414,640
$
4,220,448
%
Current liabilities
2100
Short-term borrowings
2130
Current contract liabilities
2170
Accounts payable
2200
Other payables
2230
Current income tax liabilities
2250
Provisions for liabilities-current
2280
Current lease liabilities
2320
Long-term liabilities, current portion
2399
Other current liabilities
21XX
Total current Liabilities
Non-current liabilities
2540
Long-term borrowings
2550
Provisions for liabilities-non-current
2570
Deferred income tax liabilities
2580
Non-current lease liabilities
2600
Other non-current liabilities
25XX
Total non-current liabilities
2XXX
Total Liabilities
Equity
Share capital
3110
Common stock
Capital surplus
3200
Capital surplus
Retained earnings
3310
Legal reserve
3350
Unappropriated retained earnings
Other equity interest
3400
Other equity interest
3500
Treasury shares
31XX
Equity attributable to owners of
the parent
36XX
Non-controlling interest
3XXX
Total equity
Significant contingent liabilities and
unrecognised contract commitments
Significant events after the balance
sheet date
3X2X
Total liabilities and equity
-
-
6
5
1
1
-
-
-
13
4
-
1
1
-
6
19
16
39
2
23
1
-
81
-
81
100

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

~ 30 ~

SKYTECH INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

YEARS ENDED DECEMBER 31, 2025 AND 2024

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

Items Year ended December 31
2025
2024
Notes
AMOUNT
%
AMOUNT
%
6(21)
$
2,244,646
100 $
2,587,641
100
6(5)(26)(27)
(
1,344,705 ) (
60) (
1,450,066) (
56)
899,941
40
1,137,575
44
6(26)(27)
(
192,240 ) (
9) (
233,567) (
9)
(
255,167 ) (
11) (
221,544) (
8)
(
254,525 ) (
11) (
273,320) (
11)
12(2)
(
3,963 )
- (
639)
-
(
705,895 ) (
31) (
729,070) (
28)
194,046
9
408,505
16
6(22)
14,209
-
17,815
-
6(23)
85,069
4
51,339
2
6(24)
(
45,462 ) (
2)
23,870
1
6(25)
(
4,822 )
- (
5,146)
-
48,994
2
87,878
3
243,040
11
496,383
19
6(28)
(
43,245 ) (
2) (
89,580) (
3)
$
199,795
9 $
406,803
16
($
7,184 )
-$
17,365
-
($
7,184 )
-$
17,365
-
$
192,611
9 $
424,168
16
$
202,789
9 $
406,803
16
(
2,994 )
-
-
-
$
199,795
9 $
406,803
16
$
195,605
9 $
424,168
16
(
2,994 )
-
-
-
$
192,611
9 $
424,168
16
6(29)
$
3.01 $
6.03
6(29)
$
3.01 $
6.02
4000
Operating revenue

5000
Operating costs

5900
Gross profit
Operating expenses

6100
Selling expenses
6200
General and administrative
expenses
6300
Research and development
expenses
6450
Expected credit impairment loss
6000
Total operating expenses
6900
Operating income
Non-operating income and
expenses
7100
Interest income

7010
Other income

7020
Other gains and losses

7050
Finance costs

7000
Total non-operating income
and expenses
7900
Profit before income tax
7950
Income tax expense

8200
Profit for the year
Other comprehensive income
Components of other
comprehensive income that will
be reclassified to profit or loss
8361
Financial statements translation
difference of foreign operations
8300
Other comprehensive income
8500
Total comprehensive income for
the year
Profit attributable to:
8610
Owners of the parent
8620
Non-controlling interests
Total
Total comprehensive income
attributable to:
8710
Owners of parent
8720
Non-controlling interests
Total
9750
Basic earnings per share (in
dollars)

9850
Diluted earnings per share (in
dollars)

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

~ 31 ~

SKYTECH INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2025 AND 2024

(Expressed in thousands of New Taiwan dollars)

2024
Balance at January 1, 2024
Profit for the year
Other comprehensive loss for the year
Total comprehensive income for the year
Appropriations and distributions of 2023 earnings:
Legal reserve
Cash dividends
Employee stock ownership trust returned upon
resignation
Balance at December 31, 2024
2025
Balance at January 1, 2025
Profit (loss) for the year
Other comprehensive loss for the year
Total comprehensive income (loss) for the year
Appropriations and distributions of 2024 earnings:
Legal reserve
Cash dividends
Issuance of restricted stocks to employees
Retirement of restricted stocks to employees
Compensation costs of share-based payments
Changes in ownership interests in subsidiaries
Employee stock ownership trust returned upon
resignation
Treasury shares acquired
Non-controlling interests
Balance at December 31, 2025
Notes Equity attributableto Equity attributableto Equity attributableto o wners of the parent wners of the parent wners of the parent Non-controlling
interest
Total Equity
Common Stock Capital Surplus Retained Earnings Otherequityinterest Treasuryshares Total
Legal Reserve Unappropriated
Retained Earnings
Financial
Statements
Translation
Differences of
Foreign
Operations
Unearned
Compensation
Costs
6(20)
6(20)
6(16)(18)(19)
6(16)(18)(19)
6(16)(27)
6(19)(31)
6(19)
6(18)
6(31)
674,773
$
-
-
-
-
-
-
$
674,773
674,773
$
-
-
-
-
-
1,110
(
120 )
-
-
-
-
-
$
675,763
$ 1,634,005
-
-
-
-
-
$ 1,634,014
$ 1,634,014
-
-
-
-
-
27,362
120
-
534
908
-
-
$ 1,662,938
72,384
$
-
-
-
30,666
-
-
$
103,050
103,050
$
-
-
-
40,680
-
-
-
-
-
-
-
-
$
143,730
$
730,261
406,803
-
406,803
(
30,666
)
(
134,955
)
-
$
971,443
$
971,443
202,789
-
202,789
(
40,680
)
(
141,702
)
-
-
-
-
-
-
-
$
991,850
13,995
$
-
17,365
17,365
-
-
-
$
31,360
31,360
$
-
(
7,184 )
(
7,184 )
-
-
-
-
-
-
-
-
-
$
24,176
$
-
-
-
-
-
-
-
$
-
$
-
-
-
-
-
-
(
28,472
)
-
10,648
-
-
-
-
($
17,824
)
-
$
-
-
-
-
-
-
$
-
-
$
-
-
-
-
-
-
-
-
-
-
(
31,962 )
-
31,962 )
($
$ 3,125,418
406,803
17,365
424,168
-
(
9
$ 3,414,640
$ 3,414,640
202,789
(
7,184 )
-
(
141,702 )
-
-
10,648
534
908
(
-
$ 3,448,671
$
-
-
-
-
-
-
-
$
-
$
-
(
2,994
)
-
(
2,994 )
-
-
-
-
-
-
-
-
51,966
$
48,972
$ 3,125,418
406,803
17,365
424,168
-
(
9
$ 3,414,640
$ 3,414,640
199,795
(
7,184 )
192,611
-
(
141,702 )
-
-
10,648
534
908
(
51,966
$ 3,497,643

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

~ 32 ~

SKYTECH INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2025 AND 2024

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax
Adjustments
Adjustments to reconcile profit (loss)
Share-based payments

Depreciation

Amortisation

Expected credit impairment loss

Interest income

Interest expenses

Loss on disposals of property, plant and
equipment

Gain on disposals of right-of-use assets

Changes in operating assets and liabilities
Changes in operating assets
Notes receivable
Accounts receivable
Finance lease receivable
Other receivables
Inventories
Prepayments
Other current assets
Other financial assets
Changes in operating liabilities
Current contract liabilities
Accounts payable
Other payables
Provisions for liabilities
Other current liabilities
Other non-current liabilities
Cash inflow generated from operations
Interest received
Interest paid
Income tax paid
Net cash flows from operating activities
Year ended December 31
Notes
2025
2024
$
243,040 $
496,383
6(16)(27)
10,648
-
6(7)(8)(26)
70,732
65,105
6(10)(26)
4,758
6,695
12(2)
3,963
639
6(22)
(
14,209 ) (
17,815 )
6(25)
4,822
5,146
6(24)
1
4
6(24)
- (
23 )
(
27,039 )
137,623
189,563 (
531,182 )
10,552
7,941
(
501 )
127
(
542,590 ) (
19,116 )
(
47,980 )
61,434
-
10
-
514
9,305 (
43,672 )
169,667
3,181
(
8,456 )
107,332
17,394
14,097
(
631 ) (
1,775 )
(
16 ) (
213 )
93,023
292,435
14,209
17,815
(
4,813 ) (
5,259 )
(
64,780 ) (
79,546 )
37,639
225,445

(Continued)

~ 33 ~

SKYTECH INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2025 AND 2024

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of Non-current financial assets at fair
value through other comprehensive income
Acquisition of current financial assets at amortised
cost
Proceeds from disposal of current financial assets at
amortised cost
Acquisition of property, plant and equipment

Proceeds from disposals of property, plant and
equipment
Acquisition of a subsidiary (net of cash acquired)

Acquisition of intangible assets
Increase in refundable deposits
Decrease in refundable deposits
Increase in other non-current assets
Net cash flows from (used in) investing
activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from short-term borrowings

Repayments of short-term borrowings

Repayments of long-term borrowings

Repayment of principal portion of lease liabilities

Increase in guarantee deposits received
Decrease in guarantee deposits received
Acquisition of investments accounted for using the
equity method

Cash dividends paid

Purchase of treasury shares

Employee stock ownership trust returned upon
resignation
Net cash flows used in financing activities
Effect of foreign currency exchange
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year

Cash and cash equivalents at end of year
Year ended December 31
Notes
2025
2024
($
14,690 ) $
-
(
591,846 ) (
990,665 )
1,001,265
728,632
6(7)
(
98,821 ) (
83,806 )
-
86
6(32)
(
42,517 )
-
(
10,507 ) (
1,075 )
(
5,957 )
-
4,477
5,000
(
48,300 )
-
193,104 (
341,828 )
6(30)
100,000
-
6(30)
(
11,580 ) (
91,300 )
6(30)
(
8,365 ) (
213,683 )
6(30)
(
12,526 ) (
11,812 )
388
-
(
1,200 ) (
720 )
6(31)
52,500
-
6(20)
(
141,702 ) (
134,955 )
6(18)
(
31,962 )
-
908
9
(
53,539 ) (
452,461 )
(
364 )
4,167
176,840 (
564,677 )
6(1)
440,665
1,005,342
6(1)
$
617,505 $
440,665

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

~ 34 ~

INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

To the Board of Directors and Shareholders of Skytech Inc.

Opinion

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

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

Basis for opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the parent company only financial statements section of our report. We are independent of Skytech Inc. in accordance with the Norm of Professional Ethics for Certified Public Accountants 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.

~ 35 ~

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of Skytech Inc.’s 2025 parent company only financial statements. These matters were addressed in the context of our audit of the parent company only financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

Key audit matters for Skytech Inc.’s 2025 parent company only financial statements are stated as follows:

Valuation of inventories

Description

Refer to Note 4(11) for accounting policies on inventory valuation, Note 5 for uncertainty of accounting estimates and assumptions in relation to inventory valuation, and Note 6(5) for details of inventories. As at December 31, 2025, the Group’s inventories and allowance for inventory valuation losses amounted to NT$1,451,363 thousand and NT$70,568 thousand, respectively.

Skytech Inc. is primarily engaged in the producing, manufacturing and rendering maintenance services of semiconductor equipment and related spare parts. Due to the fluctuation of market demand and supply, it may result in the need for the assessment of inventory valuation loss. Skytech Inc. recognizes inventories at the lower of cost and net realisable value. An allowance for inventory valuation losses is provided for those inventories aged over a certain period and those individually identified as obsolete or damaged.

As the amounts of inventories are material, the types of inventories vary, and the estimation of net realisable value for individually obsolete or damaged inventories is subject to management’s judgment, we considered the allowance for inventory valuation losses a key audit matter.

~ 36 ~

How our audit addressed the matter

We performed the following audit procedures in relation to the provision for inventory valuation losses for individually obsolete or damaged inventories:

  1. Ensured consistent application of accounting policies in relation to allowance for inventory valuation losses and assessed the reasonableness of these policies.

  2. Validated the appropriateness of inventory aging report utilised by management to ensure proper classification of inventories aged over a certain period, and verified the effective aging date by examining the supproting documents.

  3. Evaluated and confirmed the reasonableness of net realisable value for inventories through validating respective supporting documents and information.

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

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

In preparing the parent company only financial statements, management is responsible for assessing Skytech Inc.’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 Skytech Inc. 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 Skytech Inc.’s financial reporting process.

~ 37 ~

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

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

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

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

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

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

~ 38 ~

  1. 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 Skytech Inc.’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause Skytech Inc. to cease to continue as a going concern.

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

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

~ 39 ~

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

Shu-Chien Pai

[Cheng, Ya-Huei ]

For and on behalf of PricewaterhouseCoopers, Taiwan March 6, 2026


The accompanying parent company only financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying parent company only financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

~ 40 ~

SKYTECH INC.

PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2025 AND 2024

(Expressed in thousands of New Taiwan dollars)

Assets Notes
6(1)
6(3)
6(4)
6(4)
6(4) and 7
6(10)
7
6(5)
6(6)
6(2)
6(3) and 8
6(7)
6(8) and 8
6(9)
6(11)
6(29)
6(10)
December31,2025
AMOUNT

%
$
334,775
8
-
-
41,134
1
343,809
8
237,047
6
14,125
-
77
-
454
-
1,380,795
32
61,048
1
2,413,264
56
14,690
-
2,000
-
547,139
13
1,311,102
30
3,942
-
11,546
-
16,703
1
9,335
-
1,916,457
44
$
4,329,721
100
December31,2024 December31,2024
AMOUNT

$
334,775
-
41,134
343,809
237,047
14,125
77
454
1,380,795
61,048
2,413,264
14,690
2,000
547,139
1,311,102
3,942
11,546
16,703
9,335
1,916,457
$
4,329,721
AMOUNT

$
207,035
460,000
826
438,913
306,580
10,551
-
-
1,005,517
25,351
2,454,773
-
4,245
390,966
1,167,286
5,567
5,934
16,071
22,268
1,612,337
$
4,067,110
%
Current assets
1100
Cash and cash equivalents
1136
Current financial assets at amortised
cost
1150
Notes receivable, net
1170
Accounts receivable, net
1180
Accounts receivable - related parties,
net
1197
Finance lease receivable, net
1200
Other receivables
1210
Other receivables due from related
parties
130X
Inventories
1410
Prepayments
11XX
Total current assets
Non-current assets
1517
Non-current financial assets at fair
value through other comprehensive
income
1535
Non-current financial assets at
amortised cost
1550
Investments accounted for using
equity method
1600
Property, plant and equipment
1755
Right-of-use assets
1780
Intangible assets
1840
Deferred income tax assets
1900
Other non-current assets
15XX
Total non-current assets
1XXX
Total assets
5
11
-
11
7
-
-
-
25
1
60
-
-
10
29
-
-
-
1
40
100

(Continued)

~ 41 ~

SKYTECH INC.

PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2025 AND 2024

(Expressed in thousands of New Taiwan dollars)

Liabilities and Equity December31,2025
Notes
AMOUNT
%
6(12)
$
111,200
3
6(22)
18,044
-
6(13)
355,034
8
6(13) and 7
9,459
-
6(14)
109,939
2
23,610
1
6(18)
30,637
1
2,503
-
6(15)
8,153
-
4,562
-
673,141
15
6(15)
175,431
4
6(18)
3,823
-
6(29)
26,686
1
1,603
-
366
-
207,909
5
881,050
20
6(19)
675,763
16
6(20)
1,662,938
39
6(19)
143,730
3
991,850
23
6,352
-
(
31,962) (
1)
3,448,671
80
9
11
$
4,329,721
100
December31,2024 December31,2024
AMOUNT

$
11,200
6,805
217,149
2,148
126,491
35,041
16,357
4,128
7,997
4,592
431,908
183,584
2,112
31,958
1,708
1,200
220,562
652,470
674,773
1,634,014
103,050
971,443
31,360
-
3,414,640
$
4,067,110
%
Current liabilities
2100
Short-term borrowings
2130
Current contract liabilities
2170
Accounts payable
2180
Accounts payable - related parties
2200
Other payables
2230
Current income tax liabilities
2250
Provisions for liabilities - current
2280
Current lease liabilities
2320
Long-term liabilities, current portion
2399
Other current liabilities
21XX
Total current liabilities
Non-current liabilities
2540
Long-term borrowings
2550
Provisions for liabilities - non-current
2570
Deferred income tax liabilities
2580
Non-current lease liabilities
2600
Other non-current liabilities
25XX
Total non-current liabilities
2XXX
Total liabilities
Equity
Share capital
3110
Common stock
Capital surplus
3200
Capital surplus
Retained earnings
3310
Legal reserve
3350
Unappropriated retained earnings
3400
Other equity interest
3500
Treasury shares
3XXX
Total equity
Significant contingent liabilities and
unrecognised contract commitments
Significant events after the balance
sheet date
3X2X
Total liabilities and equity
-
-
6
-
3
1
1
-
-
-
11
4
-
1
-
-
5
16
17
40
2
24
1
-
84
100

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

~ 42 ~

SKYTECH INC.

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2025 AND 2024

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

Items Year ended December 31
2025
2024
Notes
AMOUNT
%
AMOUNT
%
6(22) and 7
$
1,960,916
100 $
2,235,989
100
6(5)(27)(28) and
7
(
1,224,439 ) (
63) (
1,351,862) (
61)
736,477
37
884,127
39
(
24,311 ) (
1) (
21,276) (
1)
21,563
1
35,105
2
733,729
37
897,956
40
6(27)(28)
(
103,725 ) (
5) (
115,599) (
5)
(
205,763 ) (
10) (
183,059) (
8)
(
228,492 ) (
12) (
249,308) (
11)
12(2)
522
- (
704)
-
(
537,458 ) (
27) (
548,670) (
24)
196,271
10
349,286
16
6(23)
9,051
-
13,712
-
6(24) and 7
83,283
4
48,128
2
6(25)
(
20,592 ) (
1)
37,056
2
6(26)
(
4,076 )
- (
4,812)
-
6(7)
(
19,805 ) (
1)
46,382
2
47,861
2
140,466
6
244,132
12
489,752
22
6(29)
(
41,343 ) (
2) (
82,949) (
4)
$
202,789
10 $
406,803
18
6(7)
($
7,184 )
-$
17,365
1
$
195,605
10 $
424,168
19
6(30)
$
3.01 $
6.03
6(30)
$
3.01 $
6.02
4000
Operating revenue

5000
Operating costs

5900
Gross profit
5910
Unrealised profit from sales
5920
Realised profit from sales
5950
Net gross profit
Operating expenses

6100
Selling expenses
6200
General and administrative
expenses
6300
Research and development
expenses
6450
Expected credit impairment gain
(loss)

6000
Total operating expenses
6900
Operating income
Non-operating income and
expenses
7100
Interest income

7010
Other income

7020
Other gains and losses

7050
Finance costs

7070
Share of (loss) profit of
subsidiaries, associates and joint
ventures accounted for using
equity method

7000
Total non-operating income
and expenses
7900
Profit before income tax
7950
Income tax expense

8200
Profit for the year
Other comprehensive income
(losses)
Components of other
comprehensive income (losses)
that will be reclassified to profit
or loss
8361
Financial statements translation
difference of foreign operations

8500
Total comprehensive income for
the year
9750
Basic earnings per share(in
dollars)

9850
Diluted earnings per share(in
dollars)

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

~ 43 ~

SKYTECH INC. PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2025 AND 2024

(Expressed in thousands of New Taiwan dollars)

2024
Balance at January 1, 2024
Profit for the year
Other comprehensive income for the year
Total comprehensive income for the year
Appropriations and distribution of 2023
earnings:
Legal reserve appropriated
Cash dividends
Employee stock ownership trust returned
upon resignation
Balance at December 31, 2024
2025
Balance at January 1, 2025
Profit for the year
Other comprehensive income (loss) for the
year
Total comprehensive income
Appropriations and distributions of 2024
earnings:
Legal reserve
Cash dividends
Issuance of restricted stocks to employees
Retirement of restricted stocks to employees
Compensation costs of share-based
payments
Changes in ownership interests in
subsidiaries
Employee stock ownership trust returned
upon resignation
Treasury shares acquired
Balance at December 31, 2025
Notes Commonstock CapitalSurplus Retained Earnings Earnings Otherequityinterest Otherequityinterest Otherequityinterest Treasury Shares Total Equity
Legal Reserve Unappropriated
RetainedEarnings
Financial Statements
Translation Differences
of ForeignOperation
Unearned
CompensationCosts
6(21)
6(20)

6(21)
6(17)(19)(20)
6(17)(19)(20)
6(17)
6(20)
6(20)
6(19)
$
674,773
-
-
-
-
-
-
$
674,773
$
674,773
-
-
-
-
-
1,110
(
120 )
-
-
-
-
$
675,763
$
1,634,005
-
-
-
-
-
9
$
1,634,014
$
1,634,014
-
-
-
-
-
27,362
120
-
534
908
-
$
1,662,938
$
72,384
-
-
-
30,666
-
-
$
103,050
$
103,050
-
-
-
40,680
-
-
-
-
-
-
-
$
143,730
$
730,261
406,803
-
406,803
(
30,666 )
(
134,955 )
-
$
971,443
$
971,443
202,789
-
202,789
(
40,680 )
(
141,702 )
-
-
-
-
-
-
$
991,850
$
13,995
-
17,365
17,365
-
-
-
$
31,360
$
31,360
-
(
7,184 )
(
7,184 )
-
-
-
-
-
-
-
-
$
24,176
$
-
-
-
-
-
-
-
$
-
$
-
-
-
-
-
-
(
28,472 )
-
10,648
-
-
-
($
17,824 )
$
-
-
-
-
-
-
-
$
-
$
-
-
-
-
-
-
-
-
-
-
-
(
31,962 )
($
31,962 )
$
3,125,418
406,803
17,365
424,168
-
(
134,955 )
9
$
3,414,640
$
3,414,640
202,789
(
7,184 )
195,605
-
(
141,702 )
-
-
10,648
534
908
(
31,962 )
$
3,448,671

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

~ 44 ~

SKYTECH INC.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2025 AND 2024

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax
Adjustments
Adjustments to reconcile profit (loss)
Share-based payments

Depreciation

Amortisation

Expected credit impairment (gain) loss

Share of profit of subsidiaries, associates and
joint ventures accounted for using equity
method

Interest income

Interest expenses

Gain on disposals of right-of-use assets

Changes in operating assets and liabilities
Changes in operating assets
Notes receivable
Accounts receivable
Accounts receivable - related parties
Finance lease receivable
Other receivables
Other receivables - related parties
Inventories
Prepayments
Other current assets
Changes in operating liabilities
Current contract liabilities
Accounts payable
Accounts payable - related parties
Other payables
Provisions for liabilities
Other current liabilities
Cash inflow generated from operations
Interest received
Interest paid
Income taxes paid
Net cash flows from operating activities
Year ended December 31
Notes
2025
2024
$
244,132 $
489,752
6(17)(28)
840
-
6(7)(8)(27)
54,458
45,797
6(27)
4,652
6,689
12(2)
(
522 )
704
6(7)
19,805 (
46,382 )
6(23)
(
9,051 ) (
13,712 )
6(26)
4,076
4,812
6(25)
- (
23 )
(
40,308 )
160,820
95,626 (
242,703 )
69,533 (
163,145 )
10,552
7,941
(
77 )
4,182
(
454 )
-
(
487,723 ) (
23,916 )
(
35,697 )
38,585
-
10
11,239 (
33,660 )
137,885
4,771
7,311 (
44,865 )
(
16,561 )
53,741
15,991
5,466
(
30 ) (
818 )
85,677
254,046
9,051
13,724
(
4,067 ) (
4,926 )
(
58,678 ) (
74,346 )
31,983
188,498

(Continued)

~ 45 ~

SKYTECH INC.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2025 AND 2024

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of Non-current financial assets at fair
value through other comprehensive income
Acquisition of current financial assets at amortised
cost
Proceeds from disposal of current financial assets at
amortised cost
Acquisition of investment accounted for using the
equity method

Acquisition of property, plant and equipment

Acquisiton of intangible assets

Increase in refundable deposits
Decrease in refundable deposits
Net cash flows from (used in) investing
activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from short-term borrowings

Repayments of short-term borrowings

Repayments of long-term borrowings

Repayments of principal portion of lease liabilities

Decrease in guarantee deposits
Increase in guarantee deposits
Cash dividends paid

Employee stock ownership trust returned upon
resignation
Purchase of treasury shares
Net cash flows used in financing activities
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year

Cash and cash equivalents at end of year
Year ended December 31
Notes
2025
2024
($
14,690 ) $
-
(
471,020 ) (
989,957 )
933,265
727,924
6(7)
(
175,567 )
-
6(8)
(
78,370 ) (
79,097 )
6(11)
(
10,264 ) (
1,075 )
(
4,886 )
-
3,693
4,121
182,161 (
338,084 )
6(31)
100,000
-
6(31)
- (
91,300 )
6(31)
(
7,997 ) (
213,683 )
6(31)
(
4,817 ) (
4,682 )
(
1,200 ) (
720 )
366
-
6(21)
(
141,702 ) (
134,955 )
908
9
(
31,962 )
-
(
86,404 ) (
445,331 )
127,740 (
594,917 )
6(1)
207,035
801,952
6(1)
$
334,775 $
207,035

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

~ 46 ~

Attachment 7

Skytech Inc.

Earnings Distribution Proposal of

2025

2025


Unit: NT$
Item Amount
Note
$ 789,060,524
Unappropriated retained earnings at January 1, 2025
Plus: Net Income of 2025
202,789,200
Less: Appropriation of legal reserve (20,278,920)
971,570,804
Retained earnings available for distribution as of
December 31, 2025
Distribution Item:

(94,465,368)
(NT$1.4 per share)
Cash dividends to common shareholders
$ 877,105,436
Unappropriated retained earnings at December 31, 2024

Note :

  1. For the purpose of calculating the undistributed earnings subject to the additional 5% profit-seeking enterprise income tax under Article 66-9 of the Income Tax Act, pursuant to the Ministry of Finance Letter Tai-Cai-Shui No. 871941343 dated April 30, 1998, earnings shall be distributed by the specific identification method, with the most recent year's earnings being distributed first.

  2. The aforesaid cash dividend rate is calculated based on the Company’s 67,475,263 issued and outstanding shares as of March 6, 2026, including the 79,000 new restricted employee shares issued on March 6. If, thereafter, any event occurs that affects the total number of the Company’s issued and outstanding shares and consequently impacts the number of outstanding shares, it is proposed that the Chairman be authorized to adjust the distribution ratio based on the actual number of the Company’s issued and outstanding shares on the dividend record date.

Chairman:Paul Huang

President:Paul Huang

Accounting Officer: chienya lin

~ 47 ~

Attachment 8

Skytech Inc.

Comparison Table for the Articles of Incorporation

Before and After Revision

After the Amendment Before the Amendment Note
Article 14: The Company established
seven to nine directors, with three-year
term of office, and elected from these
competent persons by a shareholders’
meeting. The directors may be re-elected
and re-appointed. In case no election of
new directors is effected after expiration
of the term of office of existing directors,
the term of office of out-going directors
shall be extended until the time new
directors have been elected and assumed
their office.
The elections of the Company’s directors
shall adopt the candidate nomination
system. At least three independent
directors, and no fewer than one-thirdof
all director seats, shall be elected. For the
professional
qualifications,
shareholdings, restrictions of concurrent
positions,
nomination
and
election
method, as well as other matters to be
complied with, the regulations of the
securities competent authority shall be
observed.
Article 14: The Company established
seven to nine directors, with three-year
term of office, and elected from these
competent persons by a shareholders’
meeting. The directors may be re-elected
and re-appointed. In case no election of
new directors is effected after expiration
of the term of office of existing directors,
the term of office of out-going directors
shall be extended until the time new
directors have been elected and assumed
their office.
The elections of the Company’s directors
shall adopt the candidate nomination
system. At least three independent
directors, and no fewer than one-fifthof
all director seats, shall be elected. For the
professional
qualifications,
shareholdings, restrictions of concurrent
positions,
nomination
and
election
method, as well as other matters to be
complied with, the regulations of the
securities competent authority shall be
observed.
To comply with Article
4 of the “Guidelines for
the Establishment and
Exercise of Powers of
the Board of Directors
of
TWSE
Listed
Companies,”
which
require
that,
starting
from 2027, the number
of independent directors
shall be no less than
one-third of the total
number of directors.

~ 48 ~

After the Amendment Before the Amendment Note
Article 23:
The Articles were
established on July 16, 2002.
The 1st amendment was made on May
1, 2004.
[...]
The 20th amendment was made on May
29, 2025.
The 21th amendment was made on May
29, 2026.
Article 23:
The Articles were
established on July 16, 2002.
The 1st amendment was made on May
1, 2004.
[...]
The 20th amendment was made on May
29, 2025.
Incorporate in the Date
of this Amendment.

~ 49 ~

Attachment 9

Skytech Inc.

Comparison Table for the Amendments to

Regulations Governing the Acquisition and Disposal of Assets

After the Amendment Before the Amendment Note
Article 4 (excerpt)
When issuing an appraisal report
or
opinion,
the
personnel
referred to in the preceding
paragraph shall comply with the
following provisions:
(1) Omitted.
(2) Omitted.
(3)They shall undertake an item-
by-item
evaluation
of
the
appropriateness
and
reasonableness of the sources of
data used, the parameters, and
the information, as the basis for
issuance of the appraisal report
or the opinion.
(4)They shall issue a statement
attesting to the professional
competence and independence
of the personnel who prepared
the report or opinion, and that
they have evaluated and found
that the information used is
appropriateand reasonable, and
that they have complied with
applicable laws and regulations.
Article 4 (excerpt)
When issuing an appraisal
report or opinion, the personnel
referred to in the preceding
paragraph shall comply with
the following provisions:
(1) Omitted.
(2) Omitted.
(3)They shall undertake an
item-by-item evaluation of the
completeness, appropriateness
and reasonableness of the
sources of data used, the
parameters,
and
the
information, as the basis for
issuance of the appraisal report
or the opinion.
(4)They shall issue a statement
attesting to the professional
competence and independence
of the personnel who prepared
the report or opinion, and that
they have evaluated and found
that the information used is
appropriateand reasonable, and
that they have complied with
applicable
laws
and
regulations.
The
wording
of
the
provision has been revised
in accordance with the
amendments made by the
competent authority.

~ 50 ~

After the Amendment Before the Amendment Note
Article 5 Handling procedures
for acquiring or disposing of real
property, equipment, or right-of-
use assets thereof
… Omitted.
(4)Appraisal reports of real
properties and equipment
… Omitted.
d.
No more than 3 months
may elapse between the date of
the appraisal report issued by a
professional appraiser and the
contract
establishment
date;
provided, where the publicly
announced current value for the
same period is used and not
more than 6 months have
elapsed, an opinion may still be
issued
by
the
original
professional appraiser.
Article 5 Handling procedures
for acquiring or disposing of
real property, equipment, or
right-of-use assets thereof
… Omitted.
(4)Appraisal reports of real
properties and equipment
… Omitted.
d.
No more than 3 months
may elapse between the date of
the appraisal report issued by a
professional appraiser and the
contract
execution
date;
provided, where the publicly
announced current value for the
same period is used and not
more than 6 months have
elapsed, an opinion may still be
issued
by
the
original
professional appraiser.
Editorial amendment to the
wording.
Article 8-1 Scope and Limits of
Asset Acquisition or Disposal
(1) In addition to acquiring
assets for operational use, the
Company may invest in non-
operating real property or right-
of-use
assets
thereof
and
marketable securities. The limits
are as follows:
a. The aggregate amount of non-
operatingrealpropertyor right-
None Added to specify the limits
for investments in non-
operating
real
property,
right-of-use
assets,
and
marketable securities.

~ 51 ~

After the Amendment Before the Amendment Note
of-use assets shall not exceed
30% of the Company’s net
worth.
b. The aggregate amount of
investments
in
marketable
securities shall not exceed 200%
of the Company’s net worth.
c. The limit for investment in
any single marketable security,
except
for
investments
in
subsidiaries, shall not exceed the
Company’s net worth.
(2) For subsidiaries in which the
Company directly or indirectly
holds 50% or more of the voting
shares, the limits are as follows:
a. The aggregate amount of non-
operating real property or right-
of-use assets shall not exceed
30% of the parent company’s net
worth.
b. The aggregate amount of
investments
in
marketable
securities shall not exceed the
parent company’s net worth.
c. The limit for investment in
any single marketable security
shall not exceed the parent
company’s net worth.
(3) When the Company and its
subsidiaries
conduct
group
organizational restructuring,the

~ 52 ~

After the Amendment Before the Amendment Note
limits set forth in Subparagraphs
2 and 3 of the preceding
paragraph shall not apply.
(4) The Company’s subsidiaries
shall establish and implement
their
own
Procedures
for
Acquisition
or
Disposal of
Assets in accordance with these
Procedures. Where a subsidiary
has
not
established
such
procedures, these Procedures
shall apply.
Article 9 Transactions
with
related parties
… Omitted.
(2)Procedures of evaluation and
operation
… Omitted.
g.Restrictive
covenants
and
other
important
stipulations
associated with the transaction.
With respect to the types of
transactions listed below, when
to be conducted between a
public company and its parent or
subsidiaries, or between its
subsidiaries in which it directly
or indirectly holds 100 percent
of
the
issued
shares
or
authorized
capital,
for
transactions with an amount not
exceeding NTD 100 million, the
Article 9 Transactions
with
related parties
… Omitted.
(2)Procedures of evaluation
and operation
… Omitted.
g.Restrictive covenants and
other important stipulations
associated with the transaction.
With respect to the types of
transactions listed below, when
to be conducted between a
public company and its parent
or subsidiaries, or between its
subsidiaries in which it directly
or indirectly holds 100 percent
of
the
issued
shares
or
authorized
capital,
the
Company's board of directors
may pursuant to Articles 5 to 7
To
clearly
specify
the
authorization threshold for
transactions between the
Company
and
its
subsidiaries that may be
approved in advance by the
Board Chairman.

~ 53 ~

After the Amendment Before the Amendment Note
Board Chairman is authorized to
approve
the
transaction
in
advance,and have the decisions
subsequently submitted to and
ratified by the next board of
directors meeting:
a.
Acquisition or disposal of
equipment or right-of-use assets
thereof held for business use.
b.
Acquisition or disposal of
real property right-of-use assets
held for business use.
Where
the
position
of
independent director has been
created in accordance with the
provisions of the Act, when a
matter
is
submitted
for
discussion by the board of
directors pursuant to preceding
paragraph, the board of directors
shall take into full consideration
each
independent
director's
opinions. If an independent
director objects to or expresses
reservations about any matter, it
shall be recorded in the minutes
of
the
board
of
directors
meeting.
If the Company or a subsidiary
thereof that is not a domestic
public company will have a
transaction set out inparagraph
delegate the board chairman to
decide such matters when the
transaction is within a certain
amountand have the decisions
subsequently submitted to and
ratified by the next board of
directors meeting:
a.
Acquisition or disposal of
equipment
or
right-of-use
assets thereof held for business
use.
b.
Acquisition or disposal of
real property right-of-use assets
held for business use.
Where
the
position
of
independent director has been
created in accordance with the
provisions of the Act, when a
matter
is
submitted
for
discussion by the board of
directors pursuant to preceding
paragraph,
the
board
of
directors shall take into full
consideration each independent
director's
opinions.
If
an
independent director objects to
or expresses reservations about
any matter, it shall be recorded
in the minutes of the board of
directors meeting.
If the Company or a subsidiary
thereof that is not a domestic

~ 54 ~

After the Amendment Before the Amendment Note
2 and the transaction amount
will reach 10 percent or more of
the Company’s total assets, the
Company
shall
submit
the
materials
in
all
the
subparagraphs of paragraph 2 to
the shareholders meeting for
approval before the transaction
contract may be entered into and
any payment made. However,
this restriction does not apply to
transactions
between
the
Company and its subsidiaries, or
between its subsidiaries.
… Omitted.
public company will have a
transaction set out in paragraph
2 and the transaction amount
will reach 10 percent or more of
the Company’s total assets, the
Company shall submit the
materials
in
all
the
subparagraphs of paragraph 2
to the shareholders meeting for
approval before the transaction
contract may be entered into
and
any
payment
made.
However, this restriction does
not
apply
to
transactions
between the Company and its
subsidiaries, or between its
subsidiaries.
… Omitted.
Article 20 Public Disclosure of
Information
(1) Items
to
be
announced and reported, and
the standards thereof
… Omitted.
f. Where an asset transaction
other than any of those referred
to
in
the
preceding
five
subparagraphs, a disposal of
receivables
by
a
financial
institution, or an investment in
the mainland China area reaches
20percent or more ofpaid-in
Article 20 Public Disclosure of
Information
(1) Items
to
be
announced and reported,
and the standards thereof
… Omitted.
f. Where an asset transaction
other than any of those referred
to
in
the
preceding
five
subparagraphs, a disposal of
receivables by a financial
institution, or an investment in
the
mainland
China
area
reaches 20percent or more of
To add foreign government
bonds with a credit rating
not lower than the sovereign
credit rating of the Republic
of China (R.O.C.) as an item
exempt from reporting.

~ 55 ~

After the Amendment Before the Amendment Note
capital
or
NT$300
million
However,
these
are
not
applicable to the follows:
(a)Trading
of
domestic
government bondsor foreign
government bonds with a credit
rating not lower than the
sovereign credit rating of the
Republic of China (R.O.C.).
… Omitted.
paid-in capital or NT$300
million However, these are not
applicable to the follows:
(a)Trading
of
domestic
government bonds
… Omitted.
Article 24 By-laws
For anything not mentioned in
the Procedures, the relate laws
shall be complied with.
The Procedures were established
on July 22, 2022.
The 1st amendment was made
on March 3, 2023.
The 2nd amendment was made
on June 29, 2023.
Third amendment made on May
29, 2026.
Article 24 By-laws
For anything not mentioned in
the Procedures, the relate laws
shall be complied with.
The
Procedures
were
established on July 22, 2022.
The 1st amendment was made
on March 3, 2023.
The 2nd amendment was made
on June 29, 2023.
Incorporate in the
Date of this
Amendment.

~ 56 ~

Attachment 10

Skytech INC.

Rules of Procedure for Shareholders Meetings

Before and After Revision

After the Amendment Before the Amendment Note
Article 2
(Convening shareholders meetings
and shareholders meeting notices)
Unless otherwise provided by laws
and regulations, the shareholders’
meeting of the Company shall be
convened by the Board of Directors.
When the Company convenes a
virtual shareholders’meeting, unless
otherwise provided in the Regulations
Governing the Administration of
Shareholder
Services
of
Public
Companies, it shall be specified in the
Articles of Incorporation and resolved
by the Board of Directors. In addition,
the holding of a virtual shareholders’
meeting shall be resolved by the
Board
of
Directors
with
the
attendance of more than two-thirds of
the directors and the approval of a
majority of the attending directors.
Any change in the method of
convening
the
Company’s
shareholders’
meeting
shall
be
resolved by the Board of Directors,
and such change shall be made no
later than before the meeting notice of
the
shareholders’
meeting
is
Article 2
(Convening shareholders meetings
and shareholders meeting notices)
Unless otherwise provided by laws
and regulations, the shareholders’
meeting of the Company shall be
convened by the Board of Directors.
Certain
provisions
are
newly added in accordance
with the amended reference
template for the “Rules of
Procedure
for
Shareholders’ Meetings of
○○ Co., Ltd.” issued by the
Taiwan Stock Exchange,
and have been incorporated
accordingly.

~ 57 ~

After the Amendment Before the Amendment Note
dispatched.
(Omitted)
In accordance with the Regulations
Governing
the
Content
and
Compliance Requirements for the
Shareholders’
Meeting
Agenda
Handbook of Public Companies, the
Company shall prepare electronic
files of the shareholders’meeting
agenda handbook and supplementary
meeting materials and transmit them
to the Market Observation Post
System (MOPS).Fifteen days prior to
the
shareholders’
meeting,
the
Company
shall
prepare
the
shareholders’
meeting
agenda
handbook and supplementary meeting
materials for that meeting, make them
available for shareholders to inspect at
any time, and place them at the
Company and at the professional
shareholder services agent appointed
by
the
Company.The
agenda
handbook and supplementary meeting
materials referred to in the preceding
paragraph shall be made available by
the Company to shareholders for
reference
on
the
day
of
the
shareholders’
meeting
in
the
following manner:
1.
When a physical shareholders’
meeting
is
convened,
the
(Omitted)
In addition, 21 days prior to a regular
shareholders’meeting or 15 days
prior to a special shareholders’
meeting, the Company shall prepare
electronic files of the shareholders’
meeting handbook and supplementary
meeting materials and transmit them
to the MOPS. Fifteen days before the
meeting, the Company shall prepare
the shareholders’meeting handbook
and supplementary meeting materials
for inspection by shareholders at any
time, and shall place them at the
Company
and
the
professional
shareholder services agent appointed
by the Company, and shall distribute
them at the meeting venue.
The notice and public announcement
shall state the reasons for convening
the meeting. With the consent of the
recipient, the notice may be given in
electronic form.
(Omitted)

1.

~ 58 ~

After the Amendment Before the Amendment Note
materials shall be distributed at
the meeting venue.
2.
When a hybrid shareholders’
meeting (with video assistance)
is convened, the materials shall
be distributed at the meeting
venue
and
transmitted
in
electronic form to the virtual
meeting platform.
3.
When
a
fully
virtual
shareholders’
meeting
is
convened, the materials shall be
transmitted in electronic form to
the virtual meeting platform.
The notice and public announcement
shall
state
the
reasons
for
convening the meeting. With the
consent of the recipient, the notice
may be given in electronic form.
(Omitted)
Article 3
(Proxy
Form
for
Shareholders’
Meeting)
(Omitted)
After the proxy form has been
delivered to the Company, if the
shareholder wishes to attend the
shareholders’ meeting in person,
exercise voting rights in writing or by
electronic means,or attend the
shareholders’meeting by virtual
means,the shareholder shall notify
Article 3
(Proxy
Form
for
Shareholders’
Meeting)
(Omitted)
After the proxy form has been
delivered to the Company, if the
shareholder intends to attend the
shareholders’ meeting in person or
exercise voting rights in writing or by
electronic means, the shareholder
shall notify the Company in writing to
revoke theproxytwo daysprior to the

~ 59 ~

After the Amendment Before the Amendment Note
the Company in writing to revoke the
proxy authorization two days prior to
the shareholders’ meeting.
If the revocation is made after the
deadline, the voting rights exercised
by the proxy attending the meeting
shall prevail.
shareholders’ meeting.
If the revocation is made after the
deadline, the voting rights exercised
by the proxy attending the meeting
shall prevail.
Article 4
(Principles determining the time and
place of a shareholders meeting)
The location of the shareholders’
meeting shall be at the place where the
Company is located, or at another
place
that
is
convenient
for
shareholders to attend and suitable for
holding
the
shareholders’
meeting.The meeting shall not begin
earlier than 9:00 a.m. or later than
3:00 p.m.The location and time of the
meeting shall be determined with full
consideration of the opinions of the
independent directors.
When the Company convenes a
virtual shareholders’meeting, it shall
not be subject to the location
restrictions set forth in the preceding
paragraph.
Article 4
(Principles determining the time and
place of a shareholders meeting)
The location of the shareholders’
meeting shall be at the place where the
Company is located, or at another
place
that
is
convenient
for
shareholders to attend and suitable for
holding
the
shareholders’
meeting.The meeting shall not begin
earlier than 9:00 a.m. or later than
3:00 p.m.The location and time of the
meeting shall be determined with full
consideration of the opinions of the
independent directors.

~ 60 ~

After the Amendment Before the Amendment Note
Article 4-1 (Convening a Virtual
Shareholders’Meeting)
When the Company convenes a
virtual shareholders’meeting, the
following matters shall be stated in the
notice of convening the shareholders’
meeting:
1.
Methods for shareholders to
participate in the virtual meeting
and exercise their rights.
2.
The handling methods in the
event that the virtual meeting
platform or participation by
virtual
means
encounters
obstacles
due
to
natural
disasters, incidents, or other
force majeure circumstances,
which shall at least include the
following:
(1) The time at which the meeting
must be postponed or continued if the
aforementioned obstacles persist and
cannot be resolved, and the date for
postponement or continuation of the
meeting, if applicable.
(2) Shareholders who did not register
to
participate
in
the
original
shareholders’meeting by virtual
means shall not participate in the
postponed or continued meeting.
(3) In the case of a hybrid
shareholders’meeting (with video
None.

~ 61 ~

After the Amendment Before the Amendment Note
assistance), if the virtual meeting
cannot continue, and after deducting
the
shares
represented
by
shareholders participating via virtual
means, the total number of shares
present still reaches the statutory
quorum for holding a shareholders’
meeting, the meeting shall continue to
proceed. The shares represented by
shareholders participating via virtual
means shall be counted toward the
total
shares
represented
by
shareholders
present,
and
such
shareholders shall be deemed to have
abstained from voting on all proposals
of that shareholders’meeting.
(4) The handling method in the event
that the results of all proposals have
been
announced
and
temporary
motions have not yet been conducted.
3.
When
convening
a
virtual
shareholders’
meeting,
the
Company shall also state the
appropriate alternative measures
provided for shareholders who
have difficulty participating in
the shareholders’meeting by
virtual means.
Except
for
the
circumstances
specified in Article 44-9, Paragraph 6
of the Regulations Governing the
Administration
of
Shareholder

~ 62 ~

After the Amendment Before the Amendment Note
Services of Public Companies, the
Company shall at least provide
connection equipment and necessary
assistance for shareholders, and shall
state
the
period
during
which
shareholders may apply to the
Company and other related matters
requiring attention.
Article 5
(Preparation of documents such as the
attendance book)
(Omitted)
The registration time for shareholders
referred to in the preceding paragraph
shall begin at least thirty minutes
before
the
meeting
starts;
the
registration desk shall be clearly
marked and staffed with adequate and
qualified personnel.For a virtual
shareholders’meeting, shareholder
registration shall be accepted on the
virtual meeting platform beginning
thirty minutes before the meeting
starts.
Shareholders who have completed the
registration shall be deemed to have
attended the shareholders’meeting in
person.
Shareholders
shall
attend
the
shareholders’
meeting
with
attendance certificates, sign-in cards,
or otherproof of attendance. The
Article 5
(Preparation of documents such as the
attendance book)
(Omitted)
The registration time for shareholders
referred to in the preceding paragraph
shall begin at least thirty minutes
before
the
meeting
starts;
the
registration desk shall be clearly
marked and staffed with adequate and
qualified personnel.
Shareholdersthemselves or their
appointed
proxies
(hereinafter
referred to as“shareholders”)shall
attend the shareholders’ meeting with
attendance certificates, sign-in cards,
or other proof of attendance. The
Company shall not arbitrarily require
shareholders to provide additional
supporting documents beyond those
used to verifyattendance.Persons

~ 63 ~

After the Amendment Before the Amendment Note
Company shall not arbitrarily require
shareholders to provide additional
supporting documents beyond those
used to verify attendance.Persons
soliciting proxy forms shall also carry
identification
documents
for
verification.The
Company
shall
provide a sign-in book for attending
shareholders to sign, or attending
shareholders may submit a sign-in
card in lieu of signing in.
(Omitted)
When the shareholder is a government
entity or a juristic person, the
representative
attending
the
shareholders’ meeting is not limited to
one person. However, when a juristic
person is appointed as a proxy to
attend the shareholders’ meeting, it
may designate only one representative
to attend.
Where the shareholders’meeting is
convened
by
virtual
meeting,
shareholders who wish to attend by
virtual means shall register with the
Company two days prior to the
shareholders’meeting.
Where the shareholders’meeting is
convened by virtual meeting, the
Company shall upload the meeting
handbook, annual report, and other
relevant materials to the virtual
soliciting proxy forms shall also carry
identification
documents
for
verification.The
Company
shall
provide a sign-in book for attending
shareholders to sign, or attending
shareholders may submit a sign-in
card in lieu of signing in.
(Omitted)
When the shareholder is a government
entity or a juristic person, the
representative
attending
the
shareholders’ meeting is not limited to
one person. However, when a juristic
person is appointed as a proxy to
attend the shareholders’ meeting, it
may designate only one representative
to attend.

~ 64 ~

After the Amendment Before the Amendment Note
shareholders’meeting platform at
least thirty minutes before the meeting
begins, and shall continue to disclose
such materials until the meeting is
concluded.
Article 7
(Documentation of a shareholders
meeting by audio or video)
After the Company becomes a public
company, it shall audio-record or
video-record the entire proceedings of
the shareholders’ meeting.The audio
and video recordings shall be retained
for at least one year. However, if a
shareholder files a lawsuit pursuant to
Article 189 of the Company Act, the
recordings shall be retained until the
conclusion of the litigation.
Where the shareholders’meeting is
convened by virtual meeting, the
Company shall record and retain data
relating to shareholders’registration,
sign-up,
attendance,
questions,
voting, and the Company’s vote-
counting
results,
and
shall
continuously audio-record and video-
record the entire virtual meeting
without interruption.
The data and the audio and video
recordings referred to in the preceding
paragraph shall be properly preserved
by the Company during its existence,
Article 7
(Documentation of a shareholders
meeting by audio or video)
After the Company becomes a public
company, it shall audio-record or
video-record the entire proceedings of
the shareholders’ meeting.The audio
and video recordings shall be retained
for at least one year. However, if a
shareholder files a lawsuit pursuant to
Article 189 of the Company Act, the
recordings shall be retained until the
conclusion of the litigation.

~ 65 ~

After the Amendment Before the Amendment Note
and the audio and video recordings
shall also be provided to the party
entrusted with handling the virtual
meeting affairs for preservation.
Article 8
(Attendance at the Shareholders’
Meeting)
Attendance
at
the
shareholders’
meeting shall be calculated based on
shares.The number of shares present
shall be calculated based on the sign-
in book or sign-in cards submitted,
and the number of shares registered
through the virtual meeting platform,
together with the number of shares for
which voting rights are exercised in
writing or by electronic means.
When the meeting time arrives, the
chairperson shall immediately declare
the meeting open and simultaneously
announce
relevant
information,
including the number of shares
without voting rights and the number
of shares present. However, if
shareholders representing more than
one-half of the total issued shares are
not present, the chairperson may
declare a postponement of the
meeting,
provided
that
the
postponement shall be limited to two
times and the totalpostponement time
Article 8
(Attendance at the Shareholders’
Meeting)
Attendance at the shareholders’
meeting shall be calculated based on
shares.The number of shares present
shall be calculated based on the sign-
in book or sign-in cards submitted,
together with the number of shares
for which voting rights are exercised
in writing or by electronic means.
When the meeting time arrives, the
chairperson shall immediately declare
the meeting open and simultaneously
announce
relevant
information,
including the number of shares
without voting rights and the number
of shares present. However, if
shareholders representing more than
one-half of the total issued shares are
not present, the chairperson may
declare a postponement of the
meeting,
provided
that
the
postponement shall be limited to two
times and the totalpostponement time

~ 66 ~

After the Amendment Before the Amendment Note
shall not exceed one hour. If, after two
postponements,
shareholders
representing more than one-third of
the total issued shares are still not
present, the chairperson shall declare
the meeting adjourned. Where the
shareholders’meeting is convened by
virtual meeting, the Company shall
also announce the adjournment of the
meeting on the virtual shareholders’
meeting platform.
If, after two postponements, the
required quorum is still not met but
shareholders representing more than
one-third of the total issued shares are
present, a tentative resolution may be
adopted in accordance with Article
175, Paragraph 1 of the Company Act,
and the tentative resolution shall be
notified to all shareholders, and
another shareholders’ meeting shall
be
reconvened
within
one
month.Where
the
shareholders’
meeting is convened by virtual
meeting, shareholders who wish to
attend by virtual means shall re-
register
with
the
Company
in
accordance with Article 5.
(Omitted)
shall not exceed one hour. If, after two
postponements,
shareholders
representing more than one-third of
the total issued shares are still not
present, the chairperson shall declare
the meeting adjourned.
If, after two postponements, the
required quorum is still not met but
shareholders representing more than
one-third of the total issued shares are
present, a tentative resolution may be
adopted in accordance with Article
175, Paragraph 1 of the Company Act,
and the tentative resolution shall be
notified to all shareholders, and
another shareholders’ meeting shall
be reconvened within one month.
(Omitted)

~ 67 ~

After the Amendment Before the Amendment Note
Article 10
(Shareholder speech)
(Omitted)
Where
a
corporate
shareholder
appoints two or more representatives
to attend the shareholders’ meeting,
only one representative may speak on
the same proposal.After a shareholder
has spoken, the chairperson may
personally
respond
or
designate
relevant personnel to respond.
Where the shareholders’meeting is
convened
by
virtual
meeting,
shareholders participating by virtual
means may, after the chairperson
declares the meeting open and before
the meeting is declared adjourned,
raise questions in text form on the
virtual
shareholders’
meeting
platform.
For each proposal, the number of
questions shall not exceed two, and
each question shall be limited to 200
words. The provisions of Paragraphs
1 through 5 of the preceding article
shall not apply.
Article 10
(Shareholder speech)
(Omitted)
Where
a
corporate
shareholder
appoints two or more representatives
to attend the shareholders’ meeting,
only one representative may speak on
the same proposal.After a shareholder
has spoken, the chairperson may
personally respond
or
designate
relevant personnel to respond.
Article 12 (Voting Rights)
(Omitted)
If a shareholder who has exercised
voting rights in writing or by
electronic means wishes to attend the
shareholders’ meetinginpersonor by
Article 12 (Voting Rights)
(Omitted)
If a shareholder who has exercised
voting rights in writing or by
electronic means wishes to attend the
shareholders’ meetinginperson,the

~ 68 ~

After the Amendment Before the Amendment Note
virtual means,the shareholder shall
revoke the previous expression of
intent in the same manner as the
voting method two days prior to the
meeting; if the revocation is made
after the deadline, the voting rights
exercised in writing or by electronic
means shall prevail.If a shareholder
exercises voting rights in writing or by
electronic means and also appoints a
proxy to attend the shareholders’
meeting, the voting rights exercised
by the proxy shall prevail.
(Omitted)
When the Company convenes a
virtual
shareholders’
meeting,
shareholders participating by virtual
means shall, after the chairperson
declares the meeting open, conduct
voting on each proposal and elections
through the virtual meeting platform,
and shall complete the voting before
the chairperson announces the end of
voting; those who fail to do so within
the time limit shall be deemed to have
abstained.
Where the shareholders’meeting is
convened by virtual meeting, after the
chairperson announces the end of
voting, the Company shall conduct
vote counting in a single process and
announce the voting and election
shareholder shall revoke the previous
expression of intent in the same
manner as the voting method two days
prior to the meeting; if the revocation
is made after the deadline, the voting
rights exercised in writing or by
electronic means shall prevail.If a
shareholder exercises voting rights in
writing or by electronic means and
also appoints a proxy to attend the
shareholders’ meeting, the voting
rights exercised by the proxy shall
prevail.
(Omitted)

~ 69 ~

After the Amendment Before the Amendment Note
results.
When the Company convenes a
hybrid shareholders’meeting (with
video assistance), shareholders who
have
registered
to
attend
the
shareholders’meeting by virtual
means in accordance with Article 6,
and who wish to attend the physical
shareholders’meeting in person, shall
revoke such registration two days
prior to the shareholders’meeting
using the same method as the
registration; if the revocation is made
after the deadline, the shareholder
may only attend the shareholders’
meeting by virtual means.
Where a shareholder has exercised
voting rights in writing or by
electronic means and has not revoked
such expression
of
intent,
and
participates in the shareholders’
meeting
by
virtual
means,
the
shareholder may not exercise voting
rights again on the original proposals,
propose amendments to the original
proposals, or exercise voting rights on
amendments to the original proposals,
except for temporary motions.

~ 70 ~

After the Amendment Before the Amendment Note
Article 14
(Omitted)
Where the shareholders’meeting is
convened by virtual meeting, the
minutes of the meeting, in addition to
the matters that should be recorded in
accordance
with
the
preceding
paragraph, shall also record the start
and end time of the shareholders’
meeting, the method by which the
meeting was convened, the names of
the chairperson and the recorder, and
the
handling
methods
and
circumstances
where
obstacles
occurred in the virtual meeting
platform or in participation by virtual
means due to natural disasters,
incidents, or other force majeure
events.
When the Company convenes a
virtual shareholders’meeting, in
addition to complying with the
provisions
of
the
preceding
paragraph, it shall also state in the
meeting
minutes
the
alternative
measures provided for shareholders
who have difficulty participating in
the shareholders’meeting by virtual
means.
Article 14
(Omitted)

~ 71 ~

After the Amendment Before the Amendment Note
Article 15
(Public disclosure)
he number of shares solicited by
proxy solicitors and the number of
shares represented by proxy agents,
and the number of shares represented
by shareholders attending by written
or electronic meansshall be compiled
by the Company into a statistical
statement in the prescribed format on
the day of the shareholders’ meeting,
and shall be clearly disclosed at the
meeting venue.
Where the shareholders’meeting is
convened by virtual meeting, the
Company
shall
upload
the
aforementioned information to the
virtual
shareholders’
meeting
platform at least thirty minutes before
the meeting begins, and shall continue
to disclose such information until the
meeting is concluded.
When the Company convenes a
virtual shareholders’meeting, at the
time the meeting is declared open, the
Company shall disclose on the virtual
meeting platform the total number of
shares
represented
by
attending
shareholders. If, during the meeting,
there are further statistics regarding
the total number of shares represented
by attending shareholders and the
Article 15
(Public disclosure)
The number of shares solicited by
proxy solicitors and the number of
shares represented by proxy agents
shall be compiled by the Company
into a statistical statement in the
prescribed format on the day of the
shareholders’ meeting, and shall be
clearly disclosed at the meeting
venue.
If the resolutions of the shareholders’
meeting
constitute
material
information as required by applicable
laws and regulations, the Taiwan
Stock Exchange Corporation, or the
Taipei Exchange, the Company shall
transmit the relevant information to
the Market Observation Post System
(MOPS) within the prescribed time
period.

~ 72 ~

After the Amendment Before the Amendment Note
number
of
voting
rights,
such
information
shall
likewise
be
disclosed.
Article 18
Where the shareholders’meeting is
convened by virtual meeting, the
Company shall, immediately after the
completion of voting, disclose the
voting results of each proposal and the
election
results
on
the
virtual
shareholders’meeting platform in
accordance
with
the
relevant
regulations, and shall continue to
disclose such results for at least fifteen
minutes
after
the
chairperson
announces the adjournment of the
meeting.
None.
Article 19
When the Company convenes a
virtual shareholders’meeting, the
chairperson
and
the
recording
personnel shall be located at the same
place within the territory of the
Republic of China (Taiwan).
None.

~ 73 ~

After the Amendment Before the Amendment Note
Article 20
Where the shareholders’meeting is
convened by virtual meeting, the
chairperson shall, at the time of
declaring
the
meeting
open,
additionally announce that, except for
circumstances under Article 44-20,
Paragraph 4 of the Regulations
Governing the Administration of
Shareholder
Services
of
Public
Companies where postponement or
continuation is not required, if prior to
the chairperson declaring the meeting
adjourned, due to natural disasters,
incidents, or other force majeure
events, the virtual meeting platform or
participation
by
virtual
means
encounters obstacles for a continuous
period of thirty minutes or more, the
meeting shall be postponed or
continued within five days, and the
provisions of Article 182 of the
Company Act shall not apply.
Where the meeting must be postponed
or continued under the preceding
paragraph, shareholders who did not
register to participate in the original
shareholders’meeting by virtual
means shall not participate in the
postponed or continued meeting.
Where the meeting is postponed or
continued pursuant to Paragraph 1,
None.

~ 74 ~

After the Amendment Before the Amendment Note
shareholders who have registered to
participate
in
the
original
shareholders’meeting by virtual
means
and
have
completed
registration, but do not participate in
the postponed or continued meeting,
the number of shares represented,
voting rights exercised, and election
rights exercised at the original
meeting shall be included in the total
number of shares represented, voting
rights,
and
election
rights
of
shareholders attending the postponed
or continued meeting.
Where the shareholders’meeting is
postponed or continued in accordance
with Paragraph 1, proposals for which
voting and vote counting have already
been completed and the voting results
or the list of elected directors have
already been announced need not be
discussed or resolved again.
When the Company convenes a
hybrid shareholders’meeting (with
video assistance) and the situation
described in Paragraph 1 occurs such
that the virtual meeting cannot
continue, if after deducting the shares
represented by shareholders attending
via virtual means, the total number of
shares present still meets the statutory
quorum for holding the shareholders’

~ 75 ~

After the Amendment Before the Amendment Note
meeting, the meeting shall continue to
proceed, and there is no need to
postpone or continue the meeting
under Paragraph 1.
Where the meeting continues under
the preceding paragraph, the shares
represented
by
shareholders
participating via virtual means shall
be included in the total number of
shares
represented
by
attending
shareholders;
however,
for
all
proposals
of
that
shareholders’
meeting, such shareholders shall be
deemed to have abstained.
Where the Company postpones or
continues the meeting in accordance
with Paragraph 1, it shall handle the
relevant preparatory procedures based
on the original shareholders’meeting
date and in accordance with Article
44-20, Paragraph 7 of the Regulations
Governing the Administration of
Shareholder
Services
of
Public
Companies.
For the periods specified in the second
half of Article 12 and Paragraph 3 of
Article
13
of
the
Regulations
Governing the Use of Proxies for
Attendance at Shareholder Meetings
of Public Companies, and in Article
44-5, Paragraph 2, Article 44-15, and
Article 44-17, Paragraph 1 of the

~ 76 ~

After the Amendment Before the Amendment Note
Regulations
Governing
the
Administration
of
Shareholder
Services of Public Companies, the
Company shall handle the relevant
matters based on the date of the
postponed or continued shareholders’
meeting in accordance with Paragraph
1.
Article 21
When the Company convenes a
virtual shareholders’meeting, it shall
provide
appropriate
alternative
measures for shareholders who have
difficulty attending the shareholders’
meeting by virtual means.
Except
for
the
circumstances
specified in Article 44-9, Paragraph 6
of the Regulations Governing the
Administration
of
Shareholder
Services of Public Companies, the
Company shall at least provide
shareholders
with
connection
equipment and necessary assistance,
and shall state the period during which
shareholders may apply to the
Company and other related matters
requiring attention.
None.
Article 22
Any matters not provided for in these
Rules shall be handled in accordance
with the relevant provisions of the
Company Act and other applicable
None.

~ 77 ~

After the Amendment Before the Amendment Note
laws and regulations, as well as the
Company’s Articles of Incorporation.
Article23
These Rules shall take effect after
having been submitted to and
approved by a shareholders meeting.
Subsequent amendments thereto shall
be effected in the same manner.
This rule was established on July
22nd, 2022.
First amended on May 29, 2026.
Article18
These Rules shall take effect after
having been submitted to and
approved by a shareholders meeting.
Subsequent amendments thereto shall
be effected in the same manner.
This rule was established on July
22nd, 2022.
Renumber
the
articles
sequentially and add the
revised amendment date.

~ 78 ~

Attachment 11

Skytech INC.

Procedures for Election of Directors

Before and After Revision

After the Amendment Before the Amendment Note
Article 4
Elections
of
directors
at
this
Corporation shall be conducted in
accordance
with
the
candidate
nomination system and procedures set
out in Article 192-1 of the Company
Act.
If the Company is in violation of
Paragraphs 2 to 4, Article 4 of the
Directions for the Establishment and
Exercise of Powers of Boards of
Directors of Listed Companies, or if
the number of directors falls below
five due to dismissal for any reason,
the Company shall conduct a by-
election at the next shareholders’
meeting. However, if the number of
vacant director seats reaches one-third
of the number of seats prescribed in
the Articles of Incorporation, the
Company shall convene a special
shareholders’ meeting within sixty
(60) days from the date of occurrence
to conduct a by-election.
If the number of independent directors
falls below the requirement set forth
in Paragraph 1, Article 4 of the
Directions for the Establishment and
Article 4
Elections
of
directors
at
this
Corporation shall be conducted in
accordance
with
the
candidate
nomination system and procedures set
out in Article 192-1 of the Company
Act.
Whenthe number of directors falls
below five due to the dismissal of a
director
for
any
reason,
this
Corporation shall hold a by-election
to fill the vacancy at its next
shareholders meeting. When the
number of directors falls short by one
third of the total number prescribed in
this
Corporation’s
articles
of
incorporation, this Corporation shall
call a special shareholders meeting
within 60 days from the date of
occurrence to hold a by-election to fill
the vacancies.
Whenthe number of independent
directors falls belowthat required
under the proviso of Article 14-2,
paragraph 1 of the Securities and
Exchange Act,a by-election shall be
held at the next shareholders meeting
to fill the vacancy. When the
Revised in accordance with
Article 8 of the Directions
for the Establishment and
Exercise of Powers of
Boards of Directors of
Listed
Companies
as
amended by the Taiwan
Stock
Exchange
Corporation.

~ 79 ~

After the Amendment Before the Amendment Note
Exercise of Powers of Boards of
Directors of Listed Companies or the
Articles of Incorporation, a by-
election shall be conducted at the next
shareholders’
meeting.
If
all
independent directors are dismissed,
the Company shall convene a special
shareholders’meeting within sixty
(60) days from the date of occurrence
to conduct a by-election.
independent directors are dismissed
en masse, a special shareholders
meeting shall be called within 60 days
from the date of occurrence to hold a
by-election to fill the vacancies.
Article 12
These Procedures, and any
amendments hereto, shall be
implemented after approval by a
shareholders meeting.
These regulations were established
during the shareholders' meeting on
July 22nd, 2022 .
First amended on March 3nd, 2023.
Second amended on May 29nd,
2026.
Article 12
These Procedures, and any
amendments hereto, shall be
implemented after approval by a
shareholders meeting.
These regulations were established
during the shareholders' meeting on
July 22nd, 2022 .
First amended on March 3nd, 2023.
Insert the updated revision
date.

~ 80 ~

Attachment 12

Skytech Inc.

2026 Restricted Stock Award Plan

Article 1Purpose of Issuance

The Company, for the purpose of attracting and retaining the professional talents required by the Company, and to incentivize employees and enhance their cohesion, so as to jointly create benefits for the Company and its shareholders, hereby formulates the 2026 Restricted Stock Award Plan (hereinafter referred to as the “Plan”) in accordance with Article 267 of the Company Act and the “Regulations Governing the Offering and Issuance of Securities by Issuers” promulgated by the Financial Supervisory Commission (hereinafter referred to as the “Regulations”), and other relevant regulations.

Article 2Issuance Period

Within one year after the resolution of the shareholders’ meeting, the Company may file for issuance in one or multiple tranches, and within two years from the date the effective notice from the competent authority is received, the issuance may be carried out in one or multiple tranches depending on actual needs. The actual issuance date shall be determined by the Chairman as authorized by the Board of Directors.

Article 3Eligibility of Employees and Number of Shares to be Granted

(1) Eligibility is limited to full-time employees of the Company and its domestic and foreign controlled or subordinate companies who are employed on the grant date of the restricted stock awards. The term “controlled or subordinate companies” shall be determined in accordance with the standards set forth in the FSC Order No. 1070121068 dated December 27, 2018.

(2) The actual employees to whom shares are granted and the number of restricted shares to be allocated shall be determined based on factors such as years of service, job grade, work performance, overall contribution, special achievements, or other managerial considerations. The allocation standards shall also take into account the Company’s operational needs and business development strategies, and shall be approved by the Chairman and submitted to the Board of Directors for resolution. For managers or directors who also hold employee status, prior approval from the Remuneration Committee is required. For employees who are neither directors nor managers, prior approval from the Audit Committee is required.

(3) The total number of shares that a single employee may subscribe to under employee stock options issued pursuant to Article 56-1, Paragraph 1 of the Regulations, together with the cumulative number of restricted shares granted, shall not exceed three-thousandths of the Company’s total issued shares. In addition, when combined with employee stock options issued pursuant to Article 56, Paragraph 1 of

~ 81 ~

the Regulations, the total number shall not exceed one percent of the Company’s total issued shares. However, where special approval is obtained from the competent authority, such limits shall not apply.

Article 4: Total Number of Shares to be Issued

The total number of restricted shares to be issued under this Plan is 200,000 shares, with a par value of NT$10 per share, totaling NT$2,000,000.

Article 5: Vesting Conditions and Restrictions on Shareholder Rights

(1) Issue Price: The shares will be issued without consideration, at NT$0 per share.

(2) The shares issued and granted to employees shall be common shares, and except as otherwise provided herein, shall carry the same rights and obligations as other outstanding common shares.

(3) Vesting Conditions:

After being granted restricted shares, employees who remain employed by the Company after the following periods from the capital increase record date, meet annual performance evaluation requirements (rating of 3 or above), fulfill their job responsibilities, and have not violated the Company’s employee handbook, shall vest in the shares as follows:

  • After 1 year: 20%

  • After 2 years: 30%

  • After 3 years: 50%

(4) Failure to Meet Vesting Conditions:

If vesting conditions are not met, the unvested shares previously granted shall be repurchased by the Company without consideration and cancelled.

(5) Treatment upon Resignation, Retirement, Occupational Injury, Death, Transfer, or Leave without Pay:

  1. In cases of voluntary resignation, leave without pay, retirement, dismissal, or layoff, any unvested shares shall be forfeited from the date of such event, and the Company shall repurchase such shares without consideration and cancel them.

  2. In cases of occupational injury resulting in disability or death, or death due to other causes:

(1) If the employee becomes disabled due to occupational injury and is unable to continue employment, all unvested shares shall immediately vest upon resignation.

(2) If the employee dies, all unvested shares shall be deemed fully vested on the date of death, and the heirs may claim the inherited shares or related rights upon completion of required legal procedures and submission of supporting documents.

~ 82 ~

3. Transfer:

Where employees are transferred to affiliated companies due to operational needs, the Chairman or authorized personnel may determine the vesting ratio and timing within the scope specified in Article 5(3).

(6) If, prior to vesting, an employee violates Article 5(8) and terminates or revokes the Company’s authorization, the Company shall repurchase the shares without consideration and cancel them.

(7) Restrictions Prior to Vesting:

  1. Except for inheritance, employees may not sell, pledge, transfer, gift, encumber, or otherwise dispose of the shares during the vesting period.

  2. Prior to vesting, employees are entitled to participate in capital increases and dividend distributions, and such entitlements are not subject to vesting restrictions.

  3. Before vesting, shareholders’ rights (including attendance, proposals, speaking, voting, and other rights) shall be exercised by a trust or custodial institution on behalf of the employees.

  4. The shares shall be placed in trust or custody immediately after issuance, and employees may not request their return before vesting.

  5. In the event of capital reduction during the vesting period, the shares shall be cancelled proportionally. Any cash returned shall be held in trust and delivered without interest upon vesting; if vesting is not achieved, such cash shall be reclaimed by the Company.

(8) Other Provisions:

During the trust/custody period, the Company shall act on behalf of employees in dealings with the trust or custodial institution, including negotiation, execution, amendment, extension, termination of agreements, and instructions regarding trust/custody assets.

Article 6: Confidentiality

Employees granted restricted shares shall comply with confidentiality obligations and shall not inquire about or disclose information regarding others’ allocations or their own rights. Any holder of restricted shares or related rights shall comply with this Plan. If any violation is identified, the Company may repurchase unvested shares without consideration and cancel them.

Article 7: Other Important Matters

(1) This Plan shall become effective upon approval by more than two-thirds of directors present at a meeting attended by a majority of directors, and after approval by the competent authority. Prior to issuance, the Chairman is authorized to amend this Plan as necessary due to practical circumstances or regulatory requirements, provided such amendments do not affect the substance of the shareholders’ resolution. Such amendments shall be subsequently ratified by the Board of Directors.

(2) Any matters not provided herein shall be handled by the Board of Directors or its authorized personnel in accordance with applicable laws and regulations.

~ 83 ~

(3) This Plan was adopted on March 6, 2026.

~ 84 ~

Attachment 13

Skytech Inc.

List of Director (Including Independent Director) Candidates

I. Director Candidates

The list of director candidates is as follows:

No. Name / Entity Shares Held
Education
Experience (Current
Positions)
1 Paul Huang 2,196,399
shares
1.
M.S., Mechanical
Engineering, National
Taiwan University of
Science and
Technology
2.
B.S., Mechanical
Engineering, National
Cheng Kung
University
1.
Chairman and General
Manager, Skytech Inc.
2.
Chairman of Skylead
Inc.
3.
Chairman of Jantech
Semiconductor , Inc.
4.
Chairman of Topview
International
Investment Co., Ltd.
5.
Supervisor of Welltech
Semiconductor, Inc.
6.
Director, Gimtek
(Singapore) Pte. Ltd.
7.
Supervisor of
Tradegenic Electronic
(Shanghai) Co., Ltd.
8.
Chairman of Cellotech
INC.
9.
Chairman of Sky-EUV
Inc.
10. Enspection Technology
CO., LTD.
11. Independent Director of
E-CHEM
ENTERPRISE CORP.

~ 85 ~

No. Name / Entity Shares Held
Education
Experience (Current
Positions)
12. Deputy Director,
Applied Materials
Taiwan
2 Wealthwave International
Investment Co.,
Ltd.Representative: Lin,
Pei-Yu
4,268,904
shares
Queensland University of
Technology, Australia
(Business)
1.
Supervisor of Celetech
Semiconductor, Inc.
2.
Supervisor,
Wealthwave
International
Investment Co., Ltd.
3.
Director, Skytech Inc.
4.
Director of Welltech
Semiconductor, Inc.
5.
The Chairman of NPC,
INC.
6.
Director of Limo
System Technology
Co., Ltd.
7.
Senior Business
Analysis Specialist at
LITE-ON Technology
Corporation
3 George Yi 1,454,552
shares
1.
M.S., Mechanical
Engineering, National
Taiwan University
2.
B.S., Mechanical
Engineering, National
Taiwan University
1.
Chief Executive
Officer, Skytech Inc.
2.
Director, Skytech Inc.
3.
Chairman of Leading
International
Investment Co. Ltd.
4.
Chairman, Jin Hong
International
Investment Co.,Ltd.

~ 86 ~

No. Name / Entity Shares Held
Education
Experience (Current
Positions)
5.
Director of Welltech
Semiconductor, Inc.
6.
The Chairman of
Skysemi (Xiamen)
Technology Co., Ltd.
7.
Global Vice President,
Applied Materials,Inc.
4 Jing-Shu Huang 20,000
shares
B.S., Accounting, National
Chengchi University
1.
Supervisor of Realtech
Semiconductor, Inc.
2.
Supervisor of Mega
International
Investment Co., Ltd.;
3.
Director of Npc, Inc.
4.
Director of Skytech Inc.
5.
Ernst & Young,
Certified Public
Accountants, Audit
Department Team
Leader.
6.
Senior Auditor at Ernst
& Young, Certified
Public Accountants.

II. Independent Director Candidates Skytech

The list of independent director candidates is as follows:

Name Shares Held Education Experience Current Positions
Pai-Ta Shr 0 shares 1. Ph.D. in
Economics
from the
University
1. Professor of
Finance at
National Taiwan
University
1. Professor of
Finance at
National Taiwan
University

~ 87 ~

of Texas at
Austin.
2. Master's in
Electrical
Engineering
from
National
Taiwan
University.
Department of
Finance.
2. Independent
Director of Nan
Shan Life
Insurance
Company, Ltd.
3. Chairperson of
the Taiwan
Insurance
Guaranty Fund
4. Independent
Director of
Taiwan High-
Speed Rail
Corporation
Limited.
5. Independent
Director of
Yuqing Metals
Co., Ltd., a
Cayman Islands
company.
6. Independent
Director, Central
Reinsurance
Corporation
7. Independent
Director of
Darwin
Precisions
Corporation
Department of
Finance.
2. Chairperson of the
Taiwan Insurance
Guaranty Fund
3. Independent
Director of Taiwan
High-Speed Rail
Corporation
Limited.
4. Independent
Director of Yuqing
Metals Co., Ltd., a
Cayman Islands
5. Independent
Director of
Skytech Inc.

~ 88 ~

8. Independent
Director of
Skytech Inc.
Du-Cheng Li 0 shares Bachelor’s
Degree in
Business
Administration,
Feng Chia
University
1. General Manager
of Zen
VoceCorporation
2. Director of MPI
Corporation
3. Chairman of
Kashtek
Corporation
4. Chairman of
Morningstar
Investment
Limited
5. Chairman of
Scientek Corp.
6. Chairman of Zen
Voce (PG) Sdn
Bhd.
7. Chairman of Zen
Voce
Manufacturing
Pte Ltd
8. Chairman of
Solution
Integration Pte
Ltd
9. Director of Zen
VoceCorporation
(Suzhou)
10. Director of
Wangxi
1. General Manager
of Zen
VoceCorporation
2. Director of MPI
Corporation
3. Chairman of
Kashtek
Corporation
4. Chairman of
Morningstar
Investment
Limited
5. Chairman of
Scientek Corp.
6. Chairman of Zen
Voce (PG) Sdn
Bhd.
7. Chairman of Zen
Voce
Manufacturing Pte
Ltd
8. Chairman of
Solution
Integration Pte Ltd
9. Director of Zen
VoceCorporation
(Suzhou)
10. Director of
Wangxi
Investment

~ 89 ~

Investment
Corporation
Limited.
11. Director of Maji
Investment
Corporation
Limited.
12. Director of G&B
Brewery
Development
(Asia) Corp.
13. Director of
Cheng Yeh
Industrial Co.,
Ltd.
14. Director of
Ableprint
Technology Co.,
Ltd..
15. Independent
Director of
Skytech Inc
Corporation
Limited.
11. Director of Maji
Investment
Corporation
Limited.
12. Director of G&B
Brewery
Development
(Asia) Corp.
13. Director of Cheng
Yeh Industrial Co.,
Ltd.
14. Director of
Ableprint
Technology Co.,
Ltd..
15. Independent
Director of
Skytech Inc.
Chuen-Hung
Tsai
0 shares Ph.D. in
Nuclear
Engineering,
University of
California,
Berkeley
1. Minister, Atomic
Energy Council,
Executive Yuan,
and Member of
the Nuclear
Facilities Safety
Advisory
Committee
2. Professor,
Department of
Engineeringand
Independent Director
of Skytech Inc.

~ 90 ~

System Science, National Tsing Hua University 3. Consultant, Materials and Chemical Research Laboratories & Energy and Environment Research Laboratories, Industrial Technology Research Institute (ITRI) 4. Professor and Dean, Department of Engineering and System Science, National Tsing Hua University 5. Professor, Department of Nuclear Engineering and Engineering Physics, National Tsing Hua University 6. Professor and Dean of Student

~ 91 ~

Affairs, Institute
of Nuclear
Engineering,
National Tsing
Hua University
7. Professor,
Director of the
Institute, and
Chair of the
Department,
Institute of
Nuclear
Engineering,
National Tsing
Hua University
8. Ph.D. in Nuclear
Engineering,
University of
California,
Berkeley
Ji-Ye Miau 0 shares Master’s
Degree in Law,
Graduate
Institute of
Law, National
Taiwan
University
1. Managing
Attorney at
Success
International Law
Firm
2. Independent
Director of
Skytech Inc
1. Managing
Attorney at
Success
International Law
Firm
2. Independent
Director of
Skytech Inc

~ 92 ~

Attachment 14

Details of Non-Competition Activities of Director Candidates

(Pursuant to Article 209 of the Company Act)

Name Position in Other
Companies
Principal Business Activities
Paul Huang 1. Chairman of Skylead
Inc.
2. Chairman of Jantech
Semiconductor , Inc.
3. Director, Gimtek
(Singapore) Pte. Ltd.
4. Chairman of Cellotech
INC.
5. Chairman of Sky-EUV
Inc
6. Enspection Technology
CO., LTD.
7. Independent Director of
E-CHEM ENTERPRISE
CORP.
1.
Trading of equipment components
2.
Retail of computers and office machinery
3.
Maintenance and sales of semiconductor
equipment and components
4.
Real estate leasing
5.
Wholesale of electronic materials and
automation engineering
6.
Manufacturing of machinery and equipment
7.
Semiconductor process chemicals and
materials
Wealthwave
International
Investment Co., Ltd.
(Representative:
Lin, Pei-Yu)
1. Director of Welltech
Semiconductor, Inc.
2. The Chairman of NPC,
INC.
3. Director of Limo System
Technology Co., Ltd.
1.
Retail of agricultural products and machinery
2.
Retail of computers and office machinery
3.
Wholesale of chemical raw materials
George Yi 1. Director of Welltech
Semiconductor, Inc.
2. The Chairman of
Skysemi (Xiamen)
Technology Co., Ltd.
1.
Retail of agricultural products and machinery
2.
Manufacturing and sales of semiconductor
equipment and components

~ 93 ~

Name Position in Other
Companies
Principal Business Activities
Jing-Shu Huang Director of Npc, Inc. Retail of computers and office machinery
Pai-Ta Shr 1.
Independent Director,
Taiwan High Speed
Rail Corporation
2.
Independent Director,
Yuqing Metal Co., Ltd.
1.
High-speed railway operations R&D,
2.
manufacturing and sales of display racks and
smart equipment components
Du-Cheng Li 1.
General Manager of
Zen VoceCorporation
2.
2. Director of MPI
Corporation
3.
3. Chairman of
Kashtek Corporation
4.
4. Chairman of
Scientek Corp.
5.
5.. Chairman of Zen
Voce (PG) Sdn Bhd.
6.
6. Chairman of Zen
Voce Manufacturing
Pte Ltd
7.
7. Director of Zen
VoceCorporation
(Suzhou)
8.
8. Director of
Ableprint Technology
Co., Ltd..
1.
Manufacturing of electronic components,
manufacturing of machinery and equipment,
and wholesale and retail of electronic parts
and materials.
2.
Processing, maintenance, and manufacturing
of semiconductor testing components, and
trading of machinery and related parts.
3.
Manufacturing and trading of machinery,
construction materials, and handicrafts.
4.
Manufacturing of machinery and equipment.
5.
Design, research and development, and after-
sales services of semiconductor-related
equipment and consumables.
6.
Manufacturing and sales of testing equipment,
general equipment, and engineering systems.
7.
Design, research and development, and after-
sales services of semiconductor-related
equipment and consumables.
8.
Pneumatic and thermal process technologies,
and automation system solutions.

~ 94 ~

Appendix 1

Skytech Inc.

Rules of Procedure for Shareholders Meetings (Before Amendment) Article 1

To establish a strong governance system and sound supervisory capabilities for this Corporation's shareholders meetings, and to strengthen management capabilities, these Rules are adopted pursuant to Article 5 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.

The rules of procedures for this Corporation's shareholders meetings, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in these Rules. This rule is subject to revision under the responsibility of the General Manager's Office.

Article 2

(Convening shareholders meetings and shareholders meeting notices)

Unless otherwise provided by law or regulation, this Corporation's shareholders meetings shall be convened by the board of directors.

Changes to how this Corporation convenes its shareholders meeting shall be resolved by the board of directors, and shall be made no later than mailing of the shareholders meeting notice.

This Corporation 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 or supervisors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a special shareholders meeting. This Corporation shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders meeting or before 15 days before the date of the special shareholders meeting. If, however, this Corporation has the paid-in capital of NT$10 billion or more as of the last day of the most current fiscal year, or total shareholding of foreign shareholders and PRC shareholders reaches 30% or more as recorded in the register of shareholders of the shareholders meeting held in the immediately preceding year, transmission of these electronic files shall be made by 30 days before

~ 95 ~

the regular shareholders meeting. In addition, before 15 days before the date of the shareholders meeting, this Corporation shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at this Corporation and the professional shareholder services agent designated thereby.

This Corporate shall make the meeting agenda and supplemental meeting materials in the preceding paragraph available to shareholders for review in the following manner on the date of the shareholders meeting:

  1. For physical shareholders meetings, to be distributed on-site at the meeting.

  2. For hybrid shareholders meetings, to be distributed on-site at the meeting and shared on the virtual meeting platform.

  3. For virtual-only shareholders meetings, electronic files shall be shared on the virtual meeting platform.

The reasons for convening a shareholders meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.

Election or dismissal of directors or supervisors, amendments to the articles of incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 of the Company Act, Articles 26-1 and 43-6 of the Securities Exchange Act, Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out and the essential contents explained in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extraordinary motion.

Where re-election of all directors and supervisors as well as their inauguration date is stated in the notice of the reasons for convening the shareholders meeting, after the completion of the re-election in said meeting such inauguration date may not be altered by any extraordinary motion or otherwise in the same meeting.

A shareholder holding one percent or more of the total number of issued shares may submit to this Corporation a proposal for discussion at a regular shareholders meeting. The number of items so proposed is limited to one only, and no proposal containing more than one item will be included in

~ 96 ~

the meeting agenda. When the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda. A shareholder may propose a recommendation for urging the corporation to promote public interests or fulfill its social responsibilities, provided procedurally the number of items so proposed is limited only to one in accordance with Article 172-1 of the Company Act, and no proposal containing more than one item will be included in the meeting agenda.

Prior to the book closure date before a regular shareholders meeting is held, this Corporation shall publicly announce its acceptance of shareholder proposals in writing or electronically, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.

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

Prior to the date for issuance of notice of a shareholders meeting, 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. At the shareholders meeting the board of directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.

Article 3

For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by this Corporation and stating the scope of the proxy's authorization.

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

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

~ 97 ~

proxy shall prevail.

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

Article 4

(Principles determining the time and place of a shareholders meeting)

The venue for a shareholders meeting shall be the premises of this Corporation, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.

The restrictions on the place of the meeting shall not apply when this Corporation convenes a virtualonly shareholders meeting.

Article 5

(Preparation of documents such as the attendance book)

This Corporation shall specify in its shareholders meeting notices the time during which attendance registrations for shareholders, solicitors and proxies (collectively "shareholders") will be accepted, the place to register for attendance, and other matters for attention.

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

Shareholders shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. This Corporation may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy

~ 98 ~

forms shall also bring identification documents for verification.

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

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

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

In the event of a virtual shareholders meeting, shareholders wishing to attend the meeting online shall register with this Corporation two days before the meeting date.

In the event of a virtual shareholders meeting, this Corporation shall upload the meeting agenda book, annual report and other meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.

Article 6

(The chair and non-voting participants of a shareholders meeting)

If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the vice chairperson shall act in place of the chairperson; if there is no vice chairperson or the vice chairperson also is on leave or for any reason unable to exercise the powers of the vice chairperson, the chairperson shall appoint one of the managing directors to act as chair, or, if there are no managing directors, one of the directors shall be appointed to act as chair. Where the chairperson does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chair.

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

It is advisable that shareholders meetings convened by the board of directors be chaired by the

~ 99 ~

chairperson of the board in person and attended by a majority of the directors, at least one supervisor in person, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes.

If a shareholders meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.

This Corporation may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders meeting in a non-voting capacity.

Article 7

(Documentation of a shareholders meeting by audio or video)

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

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

Where a shareholders meeting is held online, this Corporation shall keep records of shareholder registration, sign-in, check-in, questions raised, votes cast and results of votes counted by this Corporation, and continuously audio and video record, without interruption, the proceedings of the virtual meeting from beginning to end.

The information and audio and video recording in the preceding paragraph shall be properly kept by this Corporation during the entirety of its existence, and copies of the audio and video recording shall be provided to and kept by the party appointed to handle matters of the virtual meeting.

In case of a virtual shareholders meeting, this Corporation is advised to audio and video record the back-end operation interface of the virtual meeting platform.

Article 8

Attendance at shareholders meetings shall be calculated based on numbers of shares. The number of

~ 100 ~

shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in, and the shares checked in on the virtual meeting platform, plus the number of shares whose voting rights are exercised by correspondence or electronically.

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

However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned. In the event of a virtual shareholders meeting, this Corporation shall also declare the meeting adjourned at the virtual meeting platform.

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

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

Article 9

(Discussion of proposals)

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

The provisions of the preceding paragraph apply mutatis mutandis to a shareholders meeting

~ 101 ~

convened by a party with the power to convene that is not 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 chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote, and schedule sufficient time for voting.

Article 10

(Shareholder speech)

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

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

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

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

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

After an attending shareholder has spoken, the chair may respond in person or direct relevant

~ 102 ~

personnel to respond.

Where a virtual shareholders meeting is convened, shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform from the chair declaring the meeting open until the chair declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. The regulations in paragraphs 1 to 5 do not apply.

As long as questions so raised in accordance with the preceding paragraph are not in violation of the regulations or beyond the scope of a proposal, it is advisable the questions be disclosed to the public at the virtual meeting platform.

Article 11

(Calculation of voting shares and recusal system)

Voting at a shareholders meeting shall be calculated based the number of shares.

With respect to resolutions of shareholders meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.

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

The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.

With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed three percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.

Article 12

A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.

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

A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to this Corporation before two days before the date of the shareholders meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.

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 online, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to this Corporation, by the same means by which the voting rights were exercised, before two 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. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders meeting, the voting rights exercised by the proxy in the meeting shall prevail.

Except as otherwise provided in the Company Act and in this Corporation's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.

When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected,

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and no further voting shall be required.

Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of this Corporation.

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

When this Corporation convenes a virtual shareholders meeting, after the chair declares the meeting open, shareholders attending the meeting online shall cast votes on proposals and elections on the virtual meeting platform before the chair announces the voting session ends or will be deemed abstained from voting.

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

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

When shareholders exercise voting rights by correspondence or electronic means, unless they have withdrawn the declaration of intent and attended the shareholders meeting online, except for extraordinary motions, they will not exercise voting rights on the original proposals or make any amendments to the original proposals or exercise voting rights on amendments to the original proposal.

Article 13

(Election of directors and supervisors)

The election of directors or supervisors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by this Corporation, and the voting results shall be announced on-site immediately, including the names of those elected as directors and supervisors and the numbers of votes with which they were elected, and the names of directors and

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supervisors not elected and number of votes they received.

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

Article 14

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

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

The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including the number of voting rights), and disclose the number of voting rights won by each candidate in the event of an election of directors or supervisors. The minutes shall be retained for the duration of the existence of this Corporation.

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

When convening a virtual-only shareholder meeting, other than compliance with the requirements in the preceding paragraph, this Corporation shall specify in the meeting minutes alternative measures available to shareholders with difficulties in attending a virtual-only shareholders meeting online

Article 15

(Public disclosure)

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On the day of a shareholders meeting, this Corporation shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation, the number of shares represented by proxies and the number of shares represented by shareholders attending the meeting by correspondence or electronic means, and shall make an express disclosure of the same at the place of the shareholders meeting. In the event a virtual shareholders meeting, this Corporation shall upload the above meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.

During this Corporation's virtual shareholders meeting, when the meeting is called to order, the total number of shares represented at the meeting shall be disclosed on the virtual meeting platform. The same shall apply whenever the total number of shares represented at the meeting and a new tally of votes is released during the meeting.

If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation (or Taipei Exchange Market) regulations, this Corporation shall upload the content of such resolution to the MOPS within the prescribed time period.

Article 16

(Maintaining order at the meeting place)

Staff handling administrative affairs of a shareholders meeting shall wear identification cards or arm bands.

The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."

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

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

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Article 17

(Recess and resumption of a shareholders meeting)

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

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

A resolution may be adopted at a shareholders meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act.

Article 18

These Rules shall take effect after having been submitted to and approved by a shareholders meeting. Subsequent amendments thereto shall be effected in the same manner.

This rule was established on July 22nd, 2022.

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Appendix 2

Skytech Inc.

Articles of Incorporation (Before Amendment)

Chapter One General Principles

Article 1: The Company is incorporated pursuant to the Company Act, under the name “ 天虹科技 股份有限公司 ” or “Skytech Inc, ” in English.

Article 2: The Company operates the following businesses:

01 F119010 Wholesale of Electronic Materials
02 E603050 Automatic Control Equipment Engineering
03 F113030 Wholesale of Precision Instruments
04 E604010 MachineryInstallation
05 CB01010 Mechanical Equipment Manufacturing
06 CC01080 Electronics Components Manufacturing
07 EZ05010 Instrument and Meters Installation Engineering
08 F113010 Wholesale of Machinery
09 F213080 Retail Sale of Machineryand Tools
10 F219010 Retail Sale of Electronic Materials
11 F401010 International Trade
12 I103060 Management Consulting
13 I301010 Information Software Services
14 F107200 Wholesale of Chemical Feedstock
15 F107990 Wholesale of Other Chemical Products
16 F207200 Retail Sale of Chemical Feedstock
17 F207990 Retail Sale of Other Chemical Products
18 ZZ99999 All business activities that are not prohibited or restricted by law,
except those that are subject to special approval.

Article 3: Company headquarters is in Hsinchu County, and if necessary, branches may be established both domestically or internationally upon resolution by the board of directors. Article 4: The Company makes announcements in the manner specified in Article 28 of the Company Act..

Article 4-1: The Company may make guarantees to external parties, in compliance with Company

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“Regulations Making of Endorsements/Guarantees.”

  • Article 4-2: The upper limit of Company reinvestment is not subject to 40 percent of the paid-in capital, the normal limit specified in Article 13 of the Company Act.

Chapter Two Shares

  • Article 5: The Company’s capital is NT$1,000,000,000, divided into 100,000,000 shares, for NT$10 per share; the board of directors is authorized to issue shares in batches.

  • Where the Company execute the employee treasury shares, employee warrants, or new shares to be subscribed by employees, restricted new employee shares, and employee remuneration, the eligible receivers may include the employees of the companies controlled or subordinated to the Company meeting certain qualifications which are determined by the board of directors.

  • Article 6: Deleted

  • Article 7: All the shares of the Company are registered, and signed or sealed by the directors representing the Company, and attested by the banks qualified as attesters for share issuance pursuant to laws before the issuance. The shares issued by the Company may be exempted from printing, but shall be registered with the centralized securities depositary enterprise.

  • Article 8: Changes to the records in the shareholder roster are suspended since 60 days prior to the regular shareholders’ meeting, 30 days prior to the special shareholders’ meeting, or five days prior to base dates when the Company decides to distribute dividends, bonuses, or other interests.

  • Article 8-1: Unless the laws and the competent authority of securities stipulates otherwise, the Company handle its shareholder services pursuant to the “Regulations Governing the Administration of Shareholder Services of Public Companies.”

Chapter Three Shareholders’ Meetings

  • Article 9: Shareholders' meeting shall be of two kinds. The regular meetings are held by the board of directors within six months after close of each fiscal year. The special meeting of shareholders are held when necessary.

  • Unless the Company Act provided otherwise, the shareholders shall be convened by the board of directors. The notice of shareholders’ meeting shall specify the meeting date, location, and reason of convening; by obtaining a prior consent from the recipient(s) thereof, the notice may, be given by means of electronic transmission.

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The Company’s shareholders’ meeting can be held by means of visual communication network or other methods promulgated by the central competent authority. In case a shareholders’ meeting is proceeded via visual communication network, the shareholders taking part in such a visual communication meeting shall be deemed to have attended the meeting in person.

The chairperson of the board of directors chairs shareholders’ meetings In case the chairperson is on leave or absent or can not exercise his power and authority for any cause, one of the directors to act on his/her behalf. In the absence of such a designation, the directors shall elect from among themselves an acting on his/her behalf.

Article 10: A shareholder, if unable to attend a shareholders’ meeting, may appoint a proxy to attend a shareholders’ meeting in his/her/its behalf by executing a power of attorney stating therein the scope of power authorized to the proxy, with his/her/its signature or seal.

To appoint proxies and use power of attorney, other than Article 177 of the Company Act, the “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies” shall also be complied with.

Article 11: Unless the laws provided otherwise, each shareholder owns one voting right for each share held; however, this is not applicable if the voting right is restricted, or these who have no voting right, as specified in Article 179 of the Company Act. After the Company applies to registered in the emerging stock market, or becomes listed in TWSE or TPEx, the electronic means shall be listed as one of the way to exercise voting rights by shareholders.

Article 12: The resolutions of the shareholders’ meeting, unless provided otherwise, shall be approved by the shareholders representing the majority of the attending voting rights in a shareholders’ meeting attended by shareholders representing majority of the issued shares. A shareholder who exercises his/her/its voting power at a shareholders meeting in writing or by way of electronic transmission shall be deemed to have attended the said shareholders’ meeting in person, but shall be deemed to have waived his/her/its voting power in respective of any extemporary motion(s) and/or the amendment(s) to the contents of the original proposal(s) at the said shareholders’ meeting. The related matters shall comply with the laws.

  • Article 13: Resolutions adopted at a shareholders' meeting shall be recorded in the minutes of the meeting, which shall be affixed with the signature or seal of the chair of the meeting and shall be distributed to all shareholders within twenty (20) days after the close of the meeting. The preparation and distribution of the minutes of shareholders' meeting may be effected

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by means of electronic transmission.

  • Article 13-1:In case the Company to withdraw its public offering, the related provisions of the Company Act shall be complied with.

    • Chapter Four Board of Directors and Audit Committee
  • Article 14: The Company established seven to nine directors, with three-year term of office, and elected from these competent persons by a shareholders’ meeting. The directors may be reelected and re-appointed. In case no election of new directors is effected after expiration of the term of office of existing directors, the term of office of out-going directors shall be extended until the time new directors have been elected and assumed their office. The elections of the Company’s directors shall adopt the candidate nomination system. At least three independent directors, and no fewer than one-fifth of all director seats, shall be elected. For the professional qualifications, shareholdings, restrictions of concurrent positions, nomination and election method, as well as other matters to be complied with, the regulations of the securities competent authority shall be observed.

  • Article 14-1: The Company establishes the Audit Committee pursuant to Article 14-4 of the Securities and Exchange Act, and the Audit Committee execute the powers of supervisors specified in the Company Act, the Securities and Exchange Act, and other related laws.

  • The Audit Committee shall be composed by all independent directors who are no fewer than three. One of them serves as the convener, and at least one of them shall have the expertise of accounting or finance. The resolutions of the Audit Committee shall be approved by the majority of all members.

  • Article 14-2: The Company may establish functional committees under the board of directors; their establishment and powers shall comply with the regulations promulgated by the competent authorities.

  • Article 15: The board of directors is organized by directors; the chairperson is elected by the majority of attending directors in the meeting attending by two-third or more directors. The chairperson represents the Company externally. The Company may elect the vice chairman in the same manner.

  • Article 16: In case the chairperson is on leave or absent or can not exercise his power and authority for any cause, his/her deputy shall comply with Article 208 of the Company Act.

  • Unless the Company Act provided otherwise, the resolutions of the board of directors shall be approved by the majority of the attending directors in a board meeting by the majority of the directors. In case a director is absent from a board meeting for any cause, he/she may

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appoint a director as his/her proxy to attend a shareholders’ meeting on his/her/its behalf by executing a power of attorney stating therein the scope of power authorized to the proxy. One proxy may only be appointed by one director. In case a board meeting is proceeded via visual communication network, the directors taking part in such a visual communication meeting shall be deemed to have attended the meeting in person. Board meetings may be convened in the manners of writing, e-mail, or fax.

Article 17: Regardless operating profit or loss, the remunerations of all directors will be paid. The board of directors is authorized to determine such remunerations, based on their involvement in the Company’s operations and the value of their contributions, while referring to the level in the domestic and foreign industries, to pay the remunerations at the common level of the peers.

During the directors’ terms of office, the Company may insure them for their statutory liabilities within the scope of their execution of business, pursuant to Article 193-1, and report to the soonest board meeting.

Chapter Five Managerial Officers

  • Article 18: The Company may assign several presidents and vice presidents. Their appointment, discharge, and remunerations shall comply with Article 29 of the Company Act

  • Chapter Six Accounting

  • Article 19: At the end of each fiscal year, the board of directors shall prepare (I) business report (II) financial statements, and (III) statement of earning distribution or deficit compensation, among various statements and books, and submit such to the regular shareholder meetings for ratification pursuant to laws.

Article 20: Deleted.

Article 21: Where the Company makes a profit for a year, no less than 1 percent may be provided as the employee remuneration, the total amount of employee compensation allocated shall not be less than 30% for the distribution of compensation to non-executive employees, and the board of directors resolve to distribute the remunerations in shares or cash. The Company may also, from the aforesaid profit, provide no more than 2 percent as the director remuneration.

The proposal of distributing employee and director remunerations shall be submitted to the shareholders’ meetings to report first.

However, where the Company still has accumulated loss, the amount to compensate such

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loss shall be set aside, before provide the employee and director remunerations at the ratios said in the preceding paragraph.

Article 21-1: Where the Company has a net profit after tax for the period after settling the annual accounts, the accumulated loss shall be compensated first, and then provide 10 percent as the legal reserve pursuant to laws. However, where the legal reserve has reached the paidin capital, the provision may be suspended. Next the special reserve may be provided or reversed based on the laws or business needs. Shall there be any remaining, with the beginning undistributed earnings, the board of directors may propose the earning distribution, and submit such to the shareholders’ meeting for resolving the shareholders’ dividends and bonus.

Where the dividends and bonus said in the preceding paragraph are paid with all or part of the capital reserve or legal reserve, the board of directors is authorized to adopt the resolution made by the majority of the attending directors in a board meeting attending by two-third or more of directors, and report such to the shareholders’ meeting. If this is done by issuing new shares, the resolution of the shareholders’ meeting is required.

The Company’s dividend distribution policy shall depend on the current and future investment environment, capital needs, domestic and international competitions, and capital budgets of the Company, while considering the long-term financial planning of the Company. The total amount of the shareholders’ dividends and bonus distributed shall not be lower than 10 percent of the balance of the net profit after tax for then-current year deducting the reserve provided pursuant to laws. However, where the distributable amount per share is lower than NT$0.1 after the net profit after tax for then-current year deducting the reserve provided pursuant to laws, the earning may be exempted from distribution. The shareholders’ dividends and bonus may be distributed in cash or shares, and the cash dividends shall not be lower than 10 percent of the total amount of dividends.

Chapter Seven By-Laws

Article 22: Anything not mentioned in the Articles shall comply with the Company Act. Article 23: The Articles were established on July 16, 2002. The 1st amendment was made on May 1, 2004.

The 2nd amendment was made on June 28, 2005. The 3rd amendment was made on November 20, 2005. The 4th amendment was made on November 1, 2014.

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The 5th amendment was made on July 20, 2015. The 6th amendment was made on April 28, 2016. The 7th amendment was made on March 10, 2017. The 8th amendment was made on May 15, 2017. The 9th amendment was made on June 21, 2017. The 10th amendment was made on October 16, 2017. The 11th amendment was made on April 5, 2018. The 12th amendment was made on December 2, 2020. The 13th amendment was made on January 15, 2021. The 14th amendment was made on February 2, 2021. The 15th amendment was made on March 18, 2021. The 16th amendment was made on May 10th, 2021. The 17th amendment was made on July 22, 2022. The 18th amendment was made on March 3, 2023. The 19th amendment was made on June 29, 2023. The 20th amendment was made on May 29, 2025.

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Appendix 3

Skytech Inc.

Regulations Governing the Acquisition and Disposal of Assets

Article 1 Legal basis

The Company shall handle the acquisition or disposal of assets in compliance with the Procedures. For anything not mentioned in the Procedures, the relate laws and regulations shall be complied with.

Article 2 Scope of assets

  • (1) Negotiable securities: investments in stocks, government bonds, corporate bonds, financial bonds, securities representing interest in a fund, depositary receipts, call (put) warrants, beneficial interest securities, and asset-backed securities.

  • (2) Real property (including land, houses and buildings, investment property) and equipment.

  • (3) Memberships.

  • (4) Intangible assets: patents, copyrights, trademarks, franchise rights, and other intangible assets.

  • (5) Right-of-use assets.

  • (6) Claims of financial institutions (including receivables, bills purchased and discounted, loans, and overdue receivables).

  • (7) Derivatives.

  • (8) Assets acquired or disposed of in connection with mergers, demergers, acquisitions, or transfer of shares in accordance with law.

  • (9) Other major assets.

  • Article 3 The definitions of all terms used in the Procedures comply with the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” of the competent authority.

  • Article 4 Professional appraisers and their officers, certified public accounts, attorneys, and securities underwriters that provide the Company with appraisal reports, certified public accountant's opinions, attorney's opinions, or underwriter's opinions shall meet the following requirements:

  • (1) May not have previously received a final and unappealable sentence to imprisonment

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for 1 year or longer for a violation of the Securities and Exchange Act, the Company Act, the Banking Act of The Republic of China, the Insurance Act, the Financial Holding Company Act, or the Business Entity Accounting Act, or for fraud, breach of trust, embezzlement, forgery of documents, or occupational crime. However, this provision does not apply if 3 years have already passed since completion of service of the sentence, since expiration of the period of a suspended sentence, or since a pardon was received.

  • (2) May not be a related party or substantive related party of any party to the transaction.

  • (3) If the company is required to obtain appraisal reports from two or more professional appraisers, the different professional appraisers or appraisal officers may not be related parties or substantive related parties of each other.

When issuing an appraisal report or opinion, the personnel referred to in the preceding paragraph shall comply with the following provisions:

  • (1) Prior to accepting a case, they shall prudently assess their own professional capabilities, practical experience, and independence.

  • (2) When conducting a case, they shall appropriately plan and execute adequate working procedures, in order to produce a conclusion and use the conclusion as the basis for issuing the report or opinion. The related working procedures, data collected, and conclusion shall be fully and accurately specified in the case working papers.

  • (3) They shall undertake an item-by-item evaluation of the completeness, appropriateness and reasonableness of the sources of data used, the parameters, and the information, as the basis for issuance of the appraisal report or the opinion.

  • (4) They shall issue a statement attesting to the professional competence and independence of the personnel who prepared the report or opinion, and that they have evaluated and found that the information used is appropriate and reasonable, and that they have complied with applicable laws and regulations.

  • Article 5 Handling procedures for acquiring or disposing of real property, equipment, or right-of-use assets thereof

  • (1) Procedures of evaluation and operation

The acquisitions and disposals of real property, equipment, or right-of-use assets thereof

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shall comply with the fixed asset circulation of the Company’s internal control system.

  • (2) Procedures to determine the transaction terms and authorized limits.

  • a. In acquiring or disposing of real property and right-of-use assets thereof, the announced current value, assessed value, actual transaction prices of properties in the neighborhood shall be referred to, and the heads of relevant units shall handled such by hierarchy based on the Company’s approval authorities. Where the amount is under NT$100 million, the approval of the chairperson is required; for more than NT$100 million, the resolution of the Board is required before implementation.

  • b. In acquiring or disposing of equipment and right-of-use assets thereof, one among price inquiry, price comparison, price negotiation, or tendering shall be opted, and the heads of relevant units shall handled such by hierarchy based on the Company’s approval authorities. Where the amount is under NT$100 million, the approval of the chairperson is required; for more than NT$100 million, the resolution of the Board is required before implementation.

  • c. Where the preceding subparagraph 2 is the circumstances specified in Article 185 of the Company Act, the prior approval of the shareholders’ meeting is required.

  • (3) Execution unit

  • In acquiring or disposing of real property, equipment, or right-of-use assets thereof, after being approved pursuant to the approval procedures specified in the preceding paragraph, shall be implemented by the user unit and relate unit responsible for management.

  • (4) Appraisal reports of real properties and equipment

  • In acquiring or disposing of real property, equipment, or right-of-use assets thereof where the transaction amount reaches 20 percent of the Company's paid-in capital or NT$300 million or more, the company, unless transacting with a domestic government agency, engaging others to build on its own land, engaging others to build on rented land, or acquiring or disposing of equipment or right-of-use assets thereof held for business use, shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser and shall further comply with the following provisions:

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  • a. Where due to special circumstances it is necessary to give a limited price, specified price, or special price as a reference basis for the transaction price, the transaction shall be submitted for approval in advance by the board of directors; the same procedure shall also be followed whenever there is any subsequent change to the terms and conditions of the transaction.

  • b. Where the transaction amount is NT$1 billion or more, appraisals from two or more professional appraisers shall be obtained.

  • c. Where any one of the following circumstances applies with respect to the professional appraiser's appraisal results, unless all the appraisal results for the assets to be acquired are higher than the transaction amount, or all the appraisal results for the assets to be disposed of are lower than the transaction amount, a certified public accountant shall be engaged in accordance with the provisions of Statement of Auditing Standards published by the ROC Accounting Research and Development Foundation (ARDF) to render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price:

  • (a) The discrepancy between the appraisal result and the transaction amount is 20 percent or more of the transaction amount.

  • (b) The discrepancy between the appraisal results of two or more professional appraisers is 10 percent or more of the transaction amount.

  • d. No more than 3 months may elapse between the date of the appraisal report issued by a professional appraiser and the contract execution date; provided, where the publicly announced current value for the same period is used and not more than 6 months have elapsed, an opinion may still be issued by the original professional appraiser.

Article 6 Procedures for acquiring and disposing of negotiable securities

  • (1) Procedures of evaluation and operation

In acquiring and disposing of negotiable securities, the method to determine prices, references, and trading process shall comply with the Company’s related approval authorities and operating regulations. The Company acquiring or disposing of securities shall, prior to the date of occurrence of the event, obtain financial statements of the issuing company for the most recent period, certified or reviewed by a CPA, for reference in appraising the transaction price. This requirement does not apply, however,

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to publicly quoted prices of securities that have an active market, or where otherwise provided by regulations of FSC.

  • (2) Procedures to determine the transaction terms and authorized limits.

  • a. The negotiable securities traded in centralized exchange market or OTC shall be determined by the related responsible units after researching the market conditions.

    • (a) Where the amount of the single transaction is under NT$100 million, the Company’s approval authorities and operating regulations shall be complied with.

    • (b) Where the amount of the single transaction is over NT$100 million, the approval resolved by the Board is required before implementation.

  • b. For the negotiable securities not traded in centralized exchange market or OTC, the NAV per share, profitability, and potential of future development shall be considered:

    • (a) Where the amount of the single transaction is under NT$100 million, the Company’s approval authorities and operating regulations shall be complied with.

    • (b) Where the amount of the single transaction is over NT$100 million, the approval resolved by the Board is required before implementation.

(3) Execution unit

For matters related to acquiring and disposing of negotiable securities by the Company or its subsidiary, within the aforesaid limits, the officer of the President’s Office is responsible to convene the finance unit to implement such with the related staff.

(4) Expert’s opinions

  • a. In acquiring or disposing of securities, if the dollar amount of the transaction is 20 percent of the Company's paid-in capital or NT$300 million or more, the Company shall additionally engage a CPA prior to the date of occurrence of the event to provide an opinion regarding the reasonableness of the transaction price. If the CPA needs to use the report of an expert as evidence, the CPA shall do so in accordance with the provisions of Statement of Auditing Standards No. 20 published by the ARDF. This requirement does not apply, however, to publicly

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quoted prices of securities that have an active market, or where otherwise provided by regulations of the FSC.

  - b. Where the Company acquires or disposes of assets through court auction procedures, the evidentiary documentation issued by the court may be substituted for the appraisal report or CPA opinion.
  • Article 7 Handling procedures for acquiring or disposing of intangible assets or right-of-use assets thereof, or memberships

  • (1) Procedures of evaluation and operation

As a principle, the Company is not engaged in acquiring or disposing of memberships; where acquiring or disposing of memberships is intended in the future, the approval of the Board will be obtained before establishing the evaluation and operational procedures

Acquisitions and disposals of intangible assets and right-of-use assets thereof shall comply with the Company’s related approval authorities and operating regulations.

  • (2) Procedures to determine the transaction terms and authorized limits.

  • a. Acquisitions of intangible assets and right-of-use assets: for acquiring or disposing of intangible assets or right-of-use assets thereof, the operational process of procurement shall be followed; where the amount is under NT$100 million, the approval of the chairperson is required; for more than NT$100 million, the resolution of the Board is required.

  • b. Procedures for disposing of intangible assets and right-of-use assets: when disposing of or selling the Company’s intangible assets and right-of-use assets, the original user unit shall present the reason, and the unit in charge of properties conducts price inquiry, price comparison, or price negotiation. Where the book value or appraised value under NT$100 million, the approval of the chairperson is required; for more than NT$100 million, the resolution of the Board is required.

  • c. Where the two preceding subparagraphs are the circumstances specified in Article 185 of the Company Act, the prior approval of the shareholders’ meeting is required.

  • (3) Execution unit

When acquiring or disposing of intangible assets or right-of-use assets thereof, after

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approved by the approval authorities specified in the preceding subparagraph, the officer of the President’s Office is responsible to convene the related staff for implementation.

(4) Report of expert’s assessment and opinion for intangible assets or right-of-use assets thereof

Where the Company acquires or disposes of memberships, intangible assets, or the right-of-use assets thereof, and the transaction amount reaches 20 percent or more of paid-in capital or NT$300 million or more, except in transactions with a government agency, the company shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price; the CPA shall comply with the provisions of Statement of Auditing Standards published by the ARDF.

Article 8 The calculation of the transaction amounts referred to in the preceding three articles shall be done in accordance with Article 20, paragraph 1, subparagraph (7) herein, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items for which an appraisal report from a professional appraiser or a CPA's opinion has been obtained need not be counted toward the transaction amount.

Article 9 Transactions with related parties

  • (1) When the Company engages in any acquisition or disposal of assets from or to a related party, in addition to ensuring that the necessary resolutions are adopted and the reasonableness of the transaction terms is appraised, if the transaction amount reaches 10 percent or more of the company's total assets, the company shall also obtain an appraisal report from a professional appraiser or a CPA's opinion in compliance with the provisions of the preceding Section and this Section.

The calculation of the transaction amounts shall be done in accordance with Article 20, paragraph 1, subparagraph (7) herein.

When judging whether a transaction counterparty is a related party, in addition to legal formalities, the substance of the relationship shall also be considered.

  • (2) Procedures of evaluation and operation

When the Company intends to acquire or dispose of real property or right-of-use assets thereof from or to a related party, or when it intends to acquire or dispose of assets other

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than real property or right-of-use assets thereof from or to a related party and the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the company's total assets, or NT$300 million or more, except in trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises, the Company may not proceed to enter into a transaction contract or make a payment until the following matters have been approved by the board of directors and recognized by the Audit Committee:

  • a. The purpose, necessity and anticipated benefit of the acquisition or disposal of assets.

  • b. The reason for choosing the related party as a transaction counterparty.

  • c. With respect to the acquisition of real property or right-of-use assets thereof from a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance with Article 13 and Article 14.

  • d. The date and price at which the related party originally acquired the real property, the original transaction counterparty, and that transaction counterparty's relationship to the company and the related party.

  • e. Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the funds utilization.

  • f. An appraisal report from a professional appraiser or a CPA's opinion obtained in compliance with the preceding article.

  • g. Restrictive covenants and other important stipulations associated with the transaction.

With respect to the types of transactions listed below, when to be conducted between a public company and its parent or subsidiaries, or between its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital, the Company's board of directors may pursuant to Articles 5 to 7 delegate the board chairman to decide such matters when the transaction is within a certain amount and have the decisions subsequently submitted to and ratified by the next board of directors meeting:

  • a. Acquisition or disposal of equipment or right-of-use assets thereof held for business use.

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b. Acquisition or disposal of real property right-of-use assets held for business use. Where the position of independent director has been created in accordance with the provisions of the Act, when a matter is submitted for discussion by the board of directors pursuant to preceding paragraph, the board of directors shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting.

If the Company or a subsidiary thereof that is not a domestic public company will have a transaction set out in paragraph 2 and the transaction amount will reach 10 percent or more of the Company’s total assets, the Company shall submit the materials in all the subparagraphs of paragraph 2 to the shareholders meeting for approval before the transaction contract may be entered into and any payment made. However, this restriction does not apply to transactions between the Company and its subsidiaries, or between its subsidiaries.

The calculation of the transaction amounts referred to of paragraph 2 and the preceding paragraph shall be done in accordance with Article 20, paragraph 1, subparagraph (7) herein, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items that have been approved by the shareholders meeting or board of directors and recognized by the Audit Committee need not be counted toward the transaction amount.

  • (3) Evaluating the reasonableness of the transaction costs

  • a. Where the Company acquires real property or right-of-use assets thereof from a related party, it shall evaluate the reasonableness of the transaction costs by the following means:

    • (a) Based upon the related party's transaction price plus necessary interest on funding and the costs to be duly borne by the buyer. "Necessary interest on funding" is imputed as the weighted average interest rate on borrowing in the year the company purchases the property; provided, it may not be higher than the maximum non-financial industry lending rate announced by the Ministry of Finance.

    • (b) Total loan value appraisal from a financial institution where the related party has previously created a mortgage on the property as security for a loan;

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provided, the actual cumulative amount loaned by the financial institution shall have been 70 percent or more of the financial institution's appraised loan value of the property and the period of the loan shall have been 1 year or more. However, this shall not apply where the financial institution is a related party of one of the transaction counterparties.

  • b. Where land and structures thereupon are combined as a single property purchased or leased in one transaction, the transaction costs for the land and the structures may be separately appraised in accordance with either of the means listed in the preceding paragraph.

  • c. Where the Company acquires real property or right-of-use assets thereof from a related party, it shall appraise the cost of the real property or right-of-use assets thereof in accordance with paragraph 3, subparagraphs (1) and (2) of the Article, and it shall also engage a CPA to check the appraisal and render a specific opinion.

  • d. Where the Company acquires real property or right-of-use assets thereof from a related party and one of the following circumstances exists, the acquisition shall be conducted in accordance with the preceding article, and the preceding three paragraphs do not apply:

  • (a) The related party acquired the real property or right-of-use assets thereof through inheritance or as a gift.

  • (b) More than 5 years will have elapsed from the time the related party signed the contract to obtain the real property or right-of-use assets thereof to the signing date for the current transaction.

  • (c) The real property is acquired through signing of a joint development contract with the related party, or through engaging a related party to build real property, either on the Company's own land or on rented land.

  • (d) The real property right-of-use assets for business use are acquired by the Company with its parent or subsidiaries, or by its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital.

  • e. When the results of the Company's appraisal conducted in accordance with paragraph 3, subparagraphs (1) and (2) of the Article are uniformly lower than the transaction price, the matter shall be handled in compliance with paragraph 3,

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subparagraph (5) of the Article. However, where the following circumstances exist, objective evidence has been submitted and specific opinions on reasonableness have been obtained from a professional real property appraiser and a CPA have been obtained, this restriction shall not apply:

  • (a) Where the related party acquired undeveloped land or leased land for development, it may submit proof of compliance with one of the following conditions:

  • i. Where undeveloped land is appraised in accordance with the means in the preceding Article, and structures according to the related party's construction cost plus reasonable construction profit are valued in excess of the actual transaction price. The "Reasonable construction profit" shall be deemed the average gross operating profit margin of the related party's construction division over the most recent 3 years or the gross profit margin for the construction industry for the most recent period as announced by the Ministry of Finance, whichever is lower.

  • ii. Completed transactions by unrelated parties within the preceding year involving other floors of the same property or neighboring or closely valued parcels of land, where the land area and transaction terms are similar after calculation of reasonable price discrepancies in floor or area land prices in accordance with standard property market sale or leasing practices.

  • (b) Where the Company acquiring real property, or obtaining real property right-of-use assets through leasing, from a related party provides evidence that the terms of the transaction are similar to the terms of completed transactions involving neighboring or closely valued parcels of land of a similar size by unrelated parties within the preceding year.

  • (c) The aforesaid completed transactions involving neighboring or closely valued parcels of land in principle refers to parcels on the same or an adjacent block and within a distance of no more than 500 meters or parcels close in publicly announced current value; transactions involving similarly sized parcels in principle refers to transactions completed by unrelated parties for parcels with a land area of no less than 50 percent of the property in the planned transaction; within the preceding year refers to the year

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preceding the date of occurrence of the acquisition of the real property or obtainment of the right-of-use assets thereof.

  • f. When the results of a Company's appraisal conducted in accordance with paragraph 3, subparagraphs (1), (2), and (4) of the Article are uniformly lower than the transaction price, the following matters shall be handled. Where the special reserve is provided by the Company or the public companies in which the Company invests in by using the equity method, the special reserves may only be utilized until it has recognized a loss on decline in market value of the assets it purchased or leased at a premium, or they have been disposed of, or the leasing contract has been terminated, or adequate compensation has been made, or the status quo ante has been restored, or there is other evidence confirming that there was nothing unreasonable about the transaction, and the FSC has given its consent.

  • (a) A special reserve shall be set aside in accordance with Article 41, paragraph 1 of the Securities and Exchange Act against the difference between the real property transaction price and the appraised cost, and may not be distributed or used for capital increase or issuance of bonus shares. Where the Company uses the equity method to account for its investment in another public company, then the special reserve called for under Article 41, paragraph 1 of the Securities and Exchange Act shall be set aside pro rata in a proportion consistent with the share of the Company's equity stake in the other public company.

  • (b) Article 218 of the Company Act is applied mutatis mutandis to the independent director members of the Audit Committee pursuant to Article 10-4, paragraph 3 of the Securities and Exchange Act.

  • (c) The handling status of paragraph 3, subparagraph (5) of the Article shall be reported to the shareholders’ meeting, and the details of transactions shall be disclosed in the annual reports and prospectus.

  • g. When the Company obtains real property or right-of-use assets thereof from a related party, it shall also comply with the preceding two paragraphs if there is other evidence indicating that the acquisition was not an arms length transaction.

Article 10 Procedures for acquiring or disposing of claims of financial institutions

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As a principle, the Company is not engaged in acquiring or disposing of claims of financial institutions; where acquiring or disposing of claims of financial institutions is intended in the future, the approval of the Board will be obtained before establishing the evaluation and operational procedures.

Article 11 Procedures for acquiring or disposing of derivatives

  • (1) Trading principles and guidelines

  • a. Transaction types

    • The derivatives engaged in by the Company refers to the forward contracts, options contracts, futures contracts, leverage contracts, or swap contracts, whose value is derived from a specified interest rate, financial instrument price, commodity price, foreign exchange rate, index of prices or rates, credit rating or credit index, or other variable; or hybrid contracts combining the above contracts; or hybrid contracts or structured products containing embedded derivatives
  • b. Hedging strategy for operations

The Company’s profit shall come from normal operations, and hence trading of derivatives shall mainly aim to hedging risks. The principle is to seek proper balance among the Company’s composite position.

  • c. Responsibility division

  • (a) Finance unit:

    • i. Responsible in formulating the Company’s management strategies of financial risks.

    • ii. To cope with the evolutions in the financial market, the finance unit shall always collect related information, determine the trends and assess risks, get familiar with financial products and legal regulations, while considering the overall positions of the Company, to prepare the programs of operating strategies, as the basis of risk avoidance.

    • iii. Based on the Company’s operations, deposits, borrowings, among other finance related risk positions, the hedging principles shall be established for the items with possible material financial risks, to reduce the exposures to such risks.

    • iv. Hedging tradings are made based on the authorization, and reported to the Board afterwards.

    • v. A log book is established, to record the types, amounts, and

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assessment of monthly performance for the derivatives engaged.

  • (b) Accounting unit: treating the required accounts and disclose the financial reports based on the approval authorities.

  • (c) Audit unit: conducting audits based on the internal audit system and related laws and regulations.

  • d. Performance assessment

  • (a) Hedging tradings

    • i. The basis of performance assessment is the profit/loss generated from the book value of costs and the derivatives engaged.

    • ii. To fully catch and express the valuation risk of tradings, the Company assess profit/loss with monthly valuation.

  • (b) Non-hedging trading

The assessments are made based on the profit/loss actually generated, and the statements of positions are prepared regularly to be provided to the management for reference.

  • e.

  • Total amount of contracts

  • (a) Hedging tradings:

  • i. Exchange rate hedging

The total amount of the Company’s overall hedging tradings shall not exceed the net position after offsetting the assets and liabilities of related foreign currencies generated from the expected future operations of the Company.

Net position: before adding the contract of hedging tradings, the balance by offsetting the asset and liability positions based on the Company’s financial statements.

  • ii. Hedging other than exchange rate

As a principle, these shall not exceeding the positions exposed to the risks by the Company.

  • (b) Non-hedging trading: based on the forecast to the changes in market conditions, the finance unit may formulate the trading plans based on needs, to submit such to the chairperson for approval before implementations. The amount of trading shall not exceed 20 percent of the Company’s net worth; any excess shall be approved by the Company.

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  • f. Maximum loss

Where the derivative tradings reach the maximum loss, the related management shall be convened to discuss the responses.

  - (a) Hedging tradings: the maximum loss is the lower of 30 percent of the contract amount for individual contract.

  - (b) Non-hedging trading: 10 percent of the individual contract amount for all or individual contracts.
  • (2) Risk management

  • a. Credit risk

As the market tends to expose the derivatives to risk due to changes of various

factors, the risk of market is managed with the following principles.

  • (a) The Company places order mainly with the prominent domestic and international banks.

  • (b) The products traded are limited to these products provided by the prominent domestic and international banks.

  • b. Market risk

The market is mainly the public foreign exchange market between banks and customers.

  • c. Liquidity risk

To ensure the liquidity of trading, the selections of derivatives are mainly these with higher liquidity (i.e. may be squared any time in the market). The trading bank shall have sufficient information and the capability to trade in any market at any time.

  • d. Risk of cash flow

To ensure the stability of the Company’s working capital, the Company only trade derivatives with its own capitals, and for the operation amounts it shall consider the future related periods and the comprehensive cash payment and receipts.

  • e. Operational risk

  • (a) The authorized limits, operational process, and inclusion of internal audits shall be fully complied with, to avoid operational risks.

  • (b) Personnel engaged in derivatives trading may not serve concurrently in other operations such as confirmation and settlement.

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  - (c) Risk measurement, monitoring, and control personnel shall be assigned to a different department that the personnel in the preceding subparagraph and shall report to the board of directors or senior management personnel with no responsibility for trading or position decision-making.
  • f. Legal risk Any document to be signed with any financial institution must be examined by the professionals of finance or legal affairs, or legal counsel first, to avoid legal risks.

  • (3) Internal audit

  • a. The purpose of internal audits for the derivatives is to assist the head of each unit to understand the compliance with the laws and the Company’s internal regulations when their subordinate staff conducting business and to verify such compliance, while providing improvement recommendations on time, to improve the management performance.

  • b. The auditing unit shall periodically make a determination of the suitability of internal controls on derivatives and conduct a monthly audit of how faithfully derivatives trading by the trading department adheres to the procedures for engaging in derivatives trading, and prepare an audit report. If any material violation is discovered, the Audit Committee and each individual director shall be notified in writing.

  • (4) Method of regular assessment

  • a. The Board shall authorize executives to supervise and assess whether the derivatives engaged are actually conducted based on the Company’s trading procedures in place, and whether the risks borne are within the tolerance. Where any irregularity occurs in the market price assessment report (e.g. the position held exceeds the maximum loss), the Board shall be reported to immediately, and the responsive measures shall be taken.

  • b. The positions of derivatives held shall be assessed at least weekly. Provided that the hedging tradings engaged for the business needs shall be assessed twice every monthly at least, and the assessment reports shall be sent to the executives authorized by the Board.

  • (5) Principles of supervising by the Board

  • a. The Board shall designate senior management personnel to pay continuous

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attention to monitoring and controlling derivatives trading risk, and the principles are as below:

  - (a) Periodically evaluate the risk management measures currently employed are appropriate and are faithfully conducted in accordance with these Regulations and the procedures for engaging in derivatives trading formulated by the Company.

  - (b) When irregular circumstances are found in the course of supervising trading and profit-loss circumstances, appropriate measures shall be adopted and a report immediately made to the board of directors; where a company has independent directors, an independent director shall be present at the meeting and express an opinion.
  • b. Periodically evaluate whether derivatives trading performance is consistent with established operational strategy and whether the risk undertaken is within the company's permitted scope of tolerance.

  • c. The Company shall report to the soonest meeting of the board of directors after it authorizes the relevant personnel to handle derivates trading in accordance with its Procedures for Engaging in Derivatives Trading.

  • (6) The Company engaging in derivatives trading shall establish a log book in which details of the types and amounts of derivatives trading engaged in, board of directors approval dates, and the matters required to be carefully evaluated under paragraph 4 and paragraph 5, subparagraphs (1) and (2) of this Article shall be recorded in detail in the log book.

  • (7) Operating procedures

  • a. Authorized limits and hierarchy

    • (a) Limits of hedging tradings: the Company’s related approval authorities and operating regulations shall be complied with.

    • (b) Non-hedging trading: any of non-hedging trading may only be done upon the approval of chairperson’s approval.

  • b. Execution unit

     - As the derivatives evolve all the time, the potential trading risk and calculations of profit/loss change rapidly and complicatedly, while involving the information of accounts received and paid, the implementation is rendered by the finance staff; this is not applied to the
    

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non-finance staff authorized by the Board to engage in the derivative tradings.

  • Article 12 Where the Company conducts a merger, demerger, acquisition, or transfer of shares, prior to convening the board of directors to resolve on the matter, it shall engage a CPA, attorney, or securities underwriter to give an opinion on the reasonableness of the share exchange ratio, acquisition price, or distribution of cash or other property to shareholders, and submit it to the board of directors for deliberation and passage. However, the requirement of obtaining an aforesaid opinion on reasonableness issued by an expert may be exempted in the case of a merger by the Company of a subsidiary in which it directly or indirectly holds 100 percent of the issued shares or authorized capital, and in the case of a merger between subsidiaries in which the Company directly or indirectly holds 100 percent of the respective subsidiaries' issued shares or authorized capital.

  • Article 13 When participating in a merger, demerger, acquisition, or transfer of shares, the Company shall prepare a public report to shareholders detailing important contractual content and matters relevant to the merger, demerger, or acquisition prior to the shareholders meeting and include it along with the expert opinion referred to in paragraph 1 of the preceding Article when sending shareholders notification of the shareholders meeting for reference in deciding whether to approve the merger, demerger, or acquisition. Provided, where a provision of another act exempts a company from convening a shareholders meeting to approve the merger, demerger, or acquisition, this restriction shall not apply.

  • Where the shareholders meeting of any one of the companies participating in a merger, demerger, or acquisition fails to convene or pass a resolution due to lack of a quorum, insufficient votes, or other legal restriction, or the proposal is rejected by the shareholders meeting, the companies participating in the merger, demerger or acquisition shall immediately publicly explain the reason, the follow-up measures, and the preliminary date of the next shareholders meeting.

  • Article 14 A company participating in a merger, demerger, or acquisition shall convene a board of directors meeting and shareholders meeting on the day of the transaction to resolve matters relevant to the merger, demerger, or acquisition, unless another act provides otherwise or the FSC is notified in advance of extraordinary circumstances and grants consent.

  • A company participating in a transfer of shares shall call a board of directors meeting on the day of the transaction, unless another act provides otherwise or the FSC is notified in

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advance of extraordinary circumstances and grants consent.

When participating in a merger, demerger, acquisition, or transfer of another company's shares, a company that is listed on an exchange or has its shares traded on an OTC market shall prepare a full written record of the following information and retain it for 5 years for reference:

  • (1) Basic identification data for personnel: Including the occupational titles, names, and national ID numbers (or passport numbers in the case of foreign nationals) of all persons involved in the planning or implementation of any merger, demerger, acquisition, or transfer of another company's shares prior to disclosure of the information.

  • (2) Dates of material events: Including the signing of any letter of intent or memorandum of understanding, the hiring of a financial or legal advisor, the execution of a contract, and the convening of a board of directors meeting.

  • (3) Important documents and minutes: Including merger, demerger, acquisition, and share transfer plans, any letter of intent or memorandum of understanding, material contracts, and minutes of board of directors meetings.

When participating in a merger, demerger, acquisition, or transfer of another company's shares, a company that is listed on an exchange or has its shares traded on an OTC market shall, within 2 days counting inclusively from the date of passage of a resolution by the board of directors, report (in the prescribed format) the information set out in subparagraphs 1 and 2 of the preceding paragraph via the internet information reporting system to the competent authority for recordation.

Where any of the companies participating in a merger, demerger, acquisition, or transfer of another company's shares is neither listed on an exchange nor has its shares traded on an OTC market, the company(s) so listed or traded shall sign an agreement with such company whereby the latter is required to abide by the provisions of the preceding two paragraphs.

Article 15 Every person participating in or privy to the plan for merger, demerger, acquisition, or transfer of shares shall issue a written undertaking of confidentiality and may not disclose the content of the plan prior to public disclosure of the information and may not trade, in their own name or under the name of another person, in any stock or other equity security of any company related to the plan for merger, demerger, acquisition, or transfer of shares.

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Article 16 When participating in a merger, demerger, acquisition, or transfer of shares, the Company may not arbitrarily alter the share exchange ratio or acquisition price unless under the below-listed circumstances, and shall stipulate the circumstances permitting alteration in the contract for the merger, demerger, acquisition, or transfer of shares:

  • (1) Cash capital increase, issuance of convertible corporate bonds, or the issuance of bonus shares, issuance of corporate bonds with warrants, preferred shares with warrants, stock warrants, or other equity based securities.

  • (2) An action, such as a disposal of major assets, that affects the company's financial operations.

  • (3) An event, such as a major disaster or major change in technology, that affects shareholder equity or share price.

  • (4) An adjustment where any of the companies participating in the merger, demerger, acquisition, or transfer of shares from another company, buys back treasury stock.

  • (5) An increase or decrease in the number of entities or companies participating in the merger, demerger, acquisition, or transfer of shares.

  • (6) Other terms/conditions that the contract stipulates may be altered and that have been publicly disclosed.

  • Article 17 The contract for participation by the Company in a merger, demerger, acquisition, or of shares shall record the rights and obligations of the companies participating in the merger, demerger, acquisition, or transfer of shares, and shall also record the following:

  • (1) Handling of breach of contract.

  • (2) Principles for the handling of equity-type securities previously issued or treasury stock previously bought back by any company that is extinguished in a merger or that is demerged.

  • (3) The amount of treasury stock participating companies are permitted under law to buy back after the record date of calculation of the share exchange ratio, and the principles for handling thereof.

  • (4) The manner of handling changes in the number of participating entities or companies.

  • (5) Preliminary progress schedule for plan execution, and anticipated completion date.

  • (6) Scheduled date for convening the legally mandated shareholders meeting if the plan exceeds the deadline without completion, and relevant procedures.

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  • Article 18 After public disclosure of the information, if any company participating in the merger, demerger, acquisition, or share transfer intends further to carry out a merger, demerger, acquisition, or share transfer with another company, all of the participating companies shall carry out anew the procedures or legal actions that had originally been completed toward the merger, demerger, acquisition, or share transfer; except that where the number of participating companies is decreased and a participating company's shareholders meeting has adopted a resolution authorizing the board of directors to alter the limits of authority, such participating company may be exempted from calling another shareholders meeting to resolve on the matter anew.

  • Article 19 Where any of the companies participating in a merger, demerger, acquisition, or transfer of shares is not a public company, the public company(s) shall sign an agreement with the non-public company whereby the latter is required to abide by the provisions of Article 14, Article 15, and the preceding article.

Article 20 Public Disclosure of Information

  • (1) Items to be announced and reported, and the standards thereof

  • When acquiring or disposing of assets by the Company, the items to be announced and reported, standard of report, deadline of report, and reporting procedures shall comply with the regulations of the competent authority. Under any of the following circumstances, the Company acquiring or disposing of assets shall publicly announce and report the relevant information on the FSC's designated website in the appropriate format as prescribed by regulations within 2 days counting inclusively from the date of occurrence of the event:

  • a. Acquisition or disposal of real property or right-of-use assets thereof from or to a related party, or acquisition or disposal of assets other than real property or right-of-use assets thereof from or to a related party where the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the company's total assets, or NT$300 million or more; provided, this shall not apply to trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises.

  • b. Merger, demerger, acquisition, or transfer of shares.

  • c. Losses from derivatives trading reaching the limits on aggregate losses or losses

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on individual contracts set out in the procedures adopted by the Company.

  • d. Where equipment or right-of-use assets thereof for business use are acquired or disposed of, and furthermore the transaction counterparty is not a related party, and the transaction amount is NT$500 million or more.

  • e. Where land is acquired under an arrangement on engaging others to build on the Company's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and furthermore the transaction counterparty is not a related party, and the amount the Company expects to invest in the transaction reaches NT$500 million.

  • f. Where an asset transaction other than any of those referred to in the preceding five subparagraphs, a disposal of receivables by a financial institution, or an investment in the mainland China area reaches 20 percent or more of paid-in capital or NT$300 million However, these are not applicable to the follows:

    • (a) Trading of domestic government bonds

    • (b) Trading of bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises.

  • g. The amount of aforesaid transactions in subparagraph (6) shall be calculated as follows:

    • (a) The amount of any individual transaction.

    • (b) The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same transaction counterparty within the preceding year.

    • (c) The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of real property or right-of-use assets thereof within the same development project within the preceding year.

    • (d) The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of the same security within the preceding year.

  • (2) Deadlines for announcement and report

The Company’s acquisitions and disposals of assets shall be announced and reported

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within 2 days counting inclusively from the date of occurrence of the event if including the items to be announced and reported and meeting the reporting standards.

"Within the preceding year" as used in the preceding paragraph refers to the year preceding the date of occurrence of the current transaction. Items duly announced in accordance with these Regulations need not be counted toward the transaction amount.

  • (3) Procedures of announcement and report

  • a. The Company shall compile monthly reports on the status of derivatives trading engaged in up to the end of the preceding month by the company and any subsidiaries that are not domestic public companies and enter the information in the prescribed format into the information reporting website designated by the securities competent authority by the 10th day of each month.

  • b. When the Company at the time of public announcement makes an error or omission in an item required by regulations to be publicly announced and so is required to correct it, all the items shall be again publicly announced and reported in their entirety within two days counting inclusively from the date of knowing of such error or omission.

  • c. When acquiring or disposing of assets, the Company shall keep all relevant contracts, meeting minutes, log books, appraisal reports and CPA, attorney, and securities underwriter opinions at the company, where they shall be retained for 5 years except where another act provides otherwise.

  • d. Where any of the following circumstances occurs with respect to a transaction that the Company has already publicly announced and reported in accordance with the preceding article, a public report of relevant information shall be made on the information reporting website designated by the FSC within 2 days counting inclusively from the date of occurrence of the event:

    • (a) Change, termination, or rescission of a contract signed in regard to the original transaction.

    • (b) The merger, demerger, acquisition, or transfer of shares is not completed by the scheduled date set forth in the contract.

    • (c) Change to the originally publicly announced and reported information.

Article 21 The Company’s subsidiaries shall comply with the follows:

  • (1) Where the subsidiaries acquire or dispose of assets, the Company’s operational

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procedures, or their own regulations governing the acquisition and disposal of assets shall be complied with.

  • (2) To established their own regulations governing the acquisition and disposal of assets, subsidiaries shall comply with the Regulations Governing the Acquisition and Disposal of Assets by Public Companies, and report such to the shareholders’ meetings of such subsidiaries upon approvals of their boards of directors. The same applies to amendments.

  • (3) Information required to be publicly announced and reported in accordance with Article 20 on acquisitions and disposals of assets by the Company's subsidiary that is not itself a public company in Taiwan shall be reported by the Company.

  • (4) The paid-in capital or total assets of the Company shall be the standard applicable to a subsidiary referred to in the preceding paragraph in determining whether, relative to paid-in capital or total assets, it reaches a threshold requiring public announcement and report under Article 20.

  • (5) In the case of a company whose shares have no par value or a par value other than NT$10-for the calculation of transaction amounts of 20 percent of paid-in capital under these Regulations, 10 percent of equity attributable to owners of the parent shall be substituted.

Article 22 Penalties

  • Where the managerial officers and clerks in charge neglect or violate the Procedures and result in material damage to the Company, their direct supervisors and the highest decisionmaking officer of finance shall be reported to immediately, and such shall be handled with the Company’s regulations related to human resources and administration. Where such violations are proved intentional and resulting in damages to the Company, other than being handled with the Company’s regulations related to human resources and administration, the actors will be requested to compensate the loss sustained by the Company. The process of handling will be reported to the next board meeting.

Article 23 Implementation and amendment

When establishing the “Regulations Governing the Acquisition and Disposal of Assets,” the approval of one-half or more of all audit committee members shall be obtained, submitted to the board of directors for a resolution, and submitted to the shareholders’ meeting for the approval. The same applies to amendments. If the approval of one-half or more of all audit

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committee members is not obtained, the Operational Procedures may be implemented if approved by two-thirds or more of all directors, and the resolution of the audit committee shall be recorded in the minutes of the board meeting. If a director expresses dissent and it is contained in the minutes or a written statement, the company shall submit the director's dissenting opinion to the Audit Committee.

When the “Regulations Governing the Acquisition and Disposal of Assets” is submitted for discussion by the board of directors pursuant to preceding paragraph, the board of directors shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting.

Article 24 By-laws

For anything not mentioned in the Procedures, the relate laws shall be complied with. The Procedures were established on July 22, 2022. The 1st amendment was made on March 3, 2023. The 2nd amendment was made on June 29, 2023.

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Appendix 4

Skytech Inc. Procedures for Election of Directors (Before Revisions)

Article 1

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

Article 2

The overall composition of the board of directors shall be taken into consideration in the selection of this Corporation's directors. The composition of the board of directors shall be determined by taking diversity into consideration and formulating an appropriate policy on diversity based on the company's business operations, operating dynamics, and development needs. It is advisable that the policy include, without being limited to, the following two general standards:

  • 1.Basic requirements and values: Gender, age, nationality, and culture.

  • 2.Professional knowledge and skills:A professional background (e.g., law, accounting, industry, finance, marketing, technology), professional skills, and industry experience.

Each board member shall have the necessary knowledge, skill, and experience to perform their duties; the abilities that must be present in the board as a whole are as follows:

  1. The ability to make judgments about operations.

  2. Accounting and financial analysis ability.

  3. Business management ability.

  4. Crisis management ability.

  5. Knowledge of the industry.

  6. An international market perspective.

  7. Leadership ability.

  8. Decision-making ability.

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

Article 3

The qualifications for the independent directors of this Corporation shall comply with the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies. And shall be conducted in accordance with Article 24 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.

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Article 4

Elections of directors at this Corporation shall be conducted in accordance with the candidate nomination system and procedures set out in Article 192-1 of the Company Act.

When the number of directors falls below five due to the dismissal of a director for any reason, this Corporation shall hold a by-election to fill the vacancy at its next shareholders meeting. When the number of directors falls short by one third of the total number prescribed in this Corporation’s articles of incorporation, this Corporation shall call a special shareholders meeting within 60 days from the date of occurrence to hold a by-election to fill the vacancies.

When the number of independent directors falls below that required under the proviso of Article 14-2, paragraph 1 of the Securities and Exchange Act, a by-election shall be held at the next shareholders meeting to fill the vacancy. When the independent directors are dismissed en masse, a special shareholders meeting shall be called within 60 days from the date of occurrence to hold a by-election to fill the vacancies.

Article 5

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

Article 6

The board of directors shall prepare separate ballots for directors in numbers corresponding to the directors or supervisors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.

Article 7

The number of directors will be as specified in this Corporation'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 8

Before the election begins, the chair shall appoint a number of persons with shareholder status to perform the respective duties of vote monitoring and counting personnel. The ballot boxes shall be

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prepared by the board of directors and publicly checked by the vote monitoring personnel before voting commences.

Article 9

A ballot is invalid under any of the following circumstances:

  1. The ballot was not prepared by a person with the right to convene.

  2. A blank ballot is placed in the ballot box.

  3. The writing is unclear and indecipherable or has been altered.

  4. The candidate whose name is entered in the ballot does not conform to the director candidate list.

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

Article 10

The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation, including the list of persons elected as directors and the numbers of votes with which they were elected, shall be announced by the chair on the site.

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

Article 11

The board of directors of this Corporation shall issue notifications to the persons elected as directors.

Article 12

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

These regulations were established during the shareholders' meeting on July 22nd, 2022 . First amended on March 3rd, 2023.

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Appendix 5

Skytech Inc.

Shareholdings of All Directors

  1. As of March 31, 2026, the total amount of issued shares of the Company is 67,655,263 shares. (including 180,000 shares without voting rights as stipulated under Article 179 of the Company Act).

  2. Pursuant to Article 26 of the Securities and Exchange Act and the “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies”, the total shareholding of all directors shall not be less than 8.0% of the total issued shares, i.e., 5,412,421 shares.

  3. The Company has established Audit Committee, and therefore the minimum shareholding requirements for supervisors do not apply.

  4. The number of shares held by individual and all directors are listed as follows summarized from the shareholders' register on the date of suspension of transfer .

Record date: March 31, 2026
Number of shares
held atpresent
2,196,399
1,454,552
4,268,904
20,000
0
0
0
0
7,939,855
Title Name Number of shares
held atpresent
Chairman Paul Huang 2,196,399
Director George Yi 1,454,552
Director Wealthwave International Investment Co.,
Ltd. Representative : Pei-Yu LIN
4,268,904
Director Jing-Shu Huang 20,000
Independent
Director
Bai-Da Shr 0
Independent
Director
Du-Cheng Li 0
Independent
Director
Chuen-Hung Tsai 0
Independent
Director
Ji-Ye Miau 0
Shareholdings of All Directors 7,939,855

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Skytech INC.