SUNSPRING METAL CORPORATION
Stock code: 2062

Sunspring Metal Corporation

Annual General Meeting Handbook 2026

Date: APRIL. 30, 2026

Venue: 4F, No.610, Sec. 4, Taiwan Boulevard, Taichung 40764, Taiwan, R.O.C.
(Windsor Hotel Taichung)
(Physical Shareholders Meeting)

DISCLAIMER

THIS IS A TRANSLATION OF THE HANDBOOK FOR THE 2026 ANNUAL GENERAL MEETING (THE "HANDBOOK") OF SUNSPRING METAL CORPORATION (THE "COMPANY"). THIS TRANSLATION IS INTENDED FOR REFERENCE ONLY AND NOTHING ELSE, THE COMPANY HEREBY DISCLAIMS ANY AND ALL LIABILITIES WHATSOEVER FOR THE TRANSLATION. THE CHINESE TEXT OF THE AGENDA SHALL GOVERN ANY AND ALL MATTERS RELATED TO THE INTERPRETATION OF THE SUBJECT MATTER STATED HEREIN.

Table of Contents

Content

page

A. 2026 Annual General Meeting Agenda

Call the meeting to order---P.1
Opening remarks by the chairman---P.1
Report items---P.2
Ratifications items ---P.3
Discussion items ---P.5
Questions and motions ---P.6
Adjournment---P.6

B. Attachments

2025 business report---P.7
2025 audit committee review report---P.9
Comparison Table for the "Sustainable Development Best Practice Principles" Before and After Revision---P.10
2025 independent accountants' audit report and consolidated financial statements---P.11
2025 independent accountants' audit report and individual financial statements---P.22
Comparison Table for the "Rules of Procedure for Shareholders Meetings" Before and After Revision---P.31
Comparison Table for the "Acquisition or disposal of assets procedures" Before and After Revision---P.32

C. Appendixes

Articles of Incorporation---P.35
Rules of Procedure for Shareholders Meetings (Current Edition)---P.41
Current shareholdings of directors---P.52

2026 Annual General Meeting Agenda

Time: 9:00 am, April. 30, 2026 (Thursday)

Venue: 4F, No.610, Sec. 4, Taiwan Boulevard, Taichung 40764, Taiwan, R.O.C. (Windsor Hotel Taichung) (Physical Shareholders Meeting)

Call the meeting to order
Opening remarks by the chairman
Report items:
a. 2025 business report
b. 2025 audit committee review report
c. Execution of the 2025 employees and directors compensation plan
d. Cash dividends distribution report for 2025 earnings
e. Audit committee and independent directors' report for their communication with the chief internal auditors
f. Amendments to the "Sustainable Development Best Practice Principles"
g. Other items to be reported
Ratification items:
a. Ratification of the 2025 business report, and consolidated and individual financial statements
b. Ratification of the proposal for distribution of 2025 earnings
Discussion items:
a. Proposal for amendments of "Rules of Procedure for Shareholders"
b. Proposal for amendments of "Acquisition or disposal of assets procedures"
Questions and motions
Adjournment

Report items

A. 2025 business report (please refer to attachment 1)
B. 2025 audit committee review report (please refer to attachment 2)
C. Execution of the 2025 employees and directors compensation plan:

Units: NT$'000

Item	Persons awarded	Amount of payment per board resolution	Payment method
Compensation to employees	Employees	33,991	cash
Compensation to directors	Directors	0
Total		33,991

D. Cash dividends distribution report for 2025 earnings

(1) According to the Company's Articles of Incorporation with Paragraph 3 of Article 30, the distributable dividends and reserves 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.
(2) The Board of Directors resolved on Feb. 25th, 2026 the cash dividends for 2025 earnings were NT$199,994,152 in total, NT$1 per share.
(3) The dividend will be paid in cash with calculation rounded down to the nearest one NTD (any amount under one NTD will be discarded). The remaining fraction will be incorporated into the other revenue of the Company.
(4) If laws and regulations or objective matters are changing subsequently, and resulting in changes in the current shares outstanding and dividend yield, the chairman is authorized to deal with all of them.

E. The report of audit committee and independent directors for their communication with the chief internal auditors :

The chief internal auditor submitted all of audit reports to independent directors, and presented the findings of all audit reports in the meetings of the Audit Committee and Board of Directors at least 4 times a year. She also discussed the operations of the internal control system with independent directors on a case-by-case basis by email, telephone or closed door conference.

F. Amendments to the "Sustainable Development Best Practice Principles" (please refer to attachment 3)
G. Other report items : none

Ratification items

Item 1
(Proposed by the Board of Directors)

Proposal: Ratification of the 2025 business report, and consolidated and individual financial statements

Explanation:

A. The Company's 2025 consolidated and individual financial statements have been audited by the CPA firm Deloitte Touche Tohmatsu Limited.

B. Pursuant to Article 228 of the Company Act, the Company compiled the following reports:

2025 business report (please refer to attachment 1)
2025 consolidated financial statements (please refer to attachment 4)
2025 individual financial statements (please refer to attachment 5)

C. The attached report and financial statements have been reviewed by the audit committee.

Resolution:

Item 2

(Proposed by the Board of Directors)

Proposal: Ratification of the proposal for distribution of 2025 earnings

Explanation:

A. Proposal for distribution of 2025 earnings is listed below. Among them, the cash dividends has been included in the report item D of this annual general meeting in accordance with Paragraph 3 of Article 30 of the Articles of Incorporation

SUNSPRING METAL CORPORATION Earnings Distribution Table Year Ended December 31, 2025
Item	Amount
Undistributed earnings at the beginning of the year		2,778,613,168
2025 net profit after tax	78,905,503
Plus: Defined actuarial benefit of the year	2,887,506
The amount of net profit after tax for the current period plus items other than net profit after tax for the current period included in the retained earnings for the current year.		81,793,009
Minus: Legal reserve (10%)		(8,179,301)
Minus: Special reserve - Debit balance of exchange differences on translation of foreign operations' financial statements		(110,636,290)
Earnings for distribution until the end of 2025		2,741,590,586
Distribution items:
Cash dividends to shareholders (NT$ 1 / per share)		(199,994,152)
Undistributed earnings at the end of the year		2,541,596,434
Chairman: Yang, Ching Chi	Manager: Yang, Ching Chi	Accountant: Wu, Yung Fu

B. A 5% tax rate is applied to undistributed earnings under Article 66-9 of the Income Tax Law. In accordance to the Ministry of Finance announcement letter No. 871941343 issued on April 30th, 1998, the distributed earnings should be individually recognized, and priority given to the latest years' earnings.

Resolution :

Discussion items

[Item 1]
(Proposed by the Board of Directors)

Proposal: Discussion of amendments to the “Rules of Procedure for Shareholders”

Explanation:
Order No. 1140385797 issued by the Financial Supervisory Commission on December 19, 2025, this announcement amends the "Regulations Governing the Recording and Compliance of the Procedure Manual for Shareholders' Meetings of Publicly Offered Companies", it is planned to amend some provisions of the Company's “Rules of Procedure for Shareholders”. Please refer to Attachment 6 for the comparison table of the revised provisions.

Resolution:

[Item 2]
(Proposed by the Board of Directors)

Proposal: Discussion of amendments to the “Acquisition or disposal of assets procedures”

Explanation:
Order No. 1140383333 issued by the Financial Supervisory Commission on July 24, 2025, this announcement amends the "Guidelines for the Acquisition or Disposal of Assets by Publicly Issued Companies", it is planned to amend some provisions of the Company's “Acquisition or disposal of assets procedures”. Please refer to Attachment 7 for the comparison table of the revised provisions.

Resolution:

6 -
Questions and motions

Adjournment

Attachment 1

SUNSPRING METAL CORPORATION 2025 Business Report

A. Performance of operations

In fiscal year 2025, the company faced an extremely challenging operating environment. Market demand shrank due to changes in US tariff policies and weak new residential construction in North America, leading to more conservative customer purchasing decisions. Furthermore, the significant appreciation of the New Taiwan Dollar reduced the amount of revenue converted to US dollars, resulting in consolidated operating revenue of NT$6,288,346 thousand in fiscal year 2025, a decrease of approximately 16.96% compared to the previous year. Additionally, decreased capacity tilization led to an increase in fixed costs, resulting in a lower gross profit margin of 9.71% in fiscal year 2025.

Regarding operating expenses, the Company actively implemented cost-saving measures, reducing labor costs through staffing optimization and working hour adjustments, resulting in a decrease of NT$47,222 thousand in operating expenses in 2025. Additionally, exchange losses incurred due to the appreciation of the RMB in 2025 resulted in a decrease of NT$142,328 thousand in net non-operating income.

To sum up, the consolidated net income for FY2025 was NT$78,740 thousand.

B. Financial Budget

None financial forecast preparation for 2025.

C. Operation and profitability analysis

Units: NT$'000

Item	2025		2024
	Amount	%	Amount	%
Net sales	6,288,346	100.00	7,572,412	100.00
Operating costs	5,677,734	90.29	6,478,658	85.56
Gross profit	610,612	9.71	1,093,754	14.44
Operating expenses	539,381	8.58	586,603	7.74
Operating income	71,231	1.13	507,151	6.70
Non-operating expenses & income	39,489	0.63	181,817	2.40
Income before income tax	110,720	1.76	688,968	9.10
Income tax expense	31,980	0.51	144,687	1.91
Net income	78,740	1.25	544,281	7.19

Net operating revenue decreased by NT$1,284,066 thousand: This was mainly due to the impact of changes in US tariff policies and weak new residential construction in North America in 2025, which led to a contraction in market demand and made customers more conservative in placing orders. Additionally, the significant appreciation of the New Taiwan Dollar resulted in a reduction in the amount of revenue converted to US dollars.

2025 consolidated gross profit decreased of NT$483,142 thousand from the previous year. This is mainly due to the aforementioned decrease in revenue converted to US dollars and the decline in capacity utilization, which led to an increase in fixed cost allocation.
2025 consolidated operating expenses decreased of NT$47,222 thousand from the previous year. This was mainly due to the optimization of staffing and adjustment of working hours in 2025, which reduced labor costs..
2025 consolidated non-operating income decreased of NT$142,328 thousand from the previous year. This was mainly due to the exchange losses resulting from the appreciation of the RMB.
2025 consolidated tax expense decreased of NT$112,707 thousand from the previous year. This was mainly due to a decrease in pre-tax profit in fiscal year

D. Status of Research and Development:

The Company's R&D performance in 2025 are as follows:

Number of developed tooling casts (only for zinc die-casting tool, brass casting tool and hydro forming tool, excluding brass forging tool, bending tool, stamping tool and sand core tool): 126 sets
New finish development: 8 finishes
New manufacturing technology development: Continuing to introduce the integrated cell automation, and manual & hybrid assembly lines.

Chairman: Yang, Ching Chi
Manager: Yang, Ching Chi
Accountant: Wu, Yung Fu

Attachment 2

Sunspring Metal Corporation

Audit Committee Review Report

2025 Financial Statements through the agreement by the audit committee and resolution of the Board of Directors were audited by the CPA firm Deloitte Touche Tohmatsu Limited and an audit report relating to the Financial Statements was issued.

The Company's 2025 Business Report and earnings distribution proposal which were prepared by the Board of Directors have been reviewed and determined to be correct and accurate by the Audit Committee of Sunspring Metal Corporation. In accordance with Article 219 of the Company Act, I hereby submit this report.

Sunspring Metal Corporation 2026 Annual Shareholders' Meeting

Sunspring Metal Corporation
Audit Committee Convener: Chen, Yu Cheng
Feb 25, 2026

Attachment 3

Sunspring Metal Corporation

Comparison Table for the "Sustainable Development Best Practice Principles"

Before and After Revision

Current version	Amended version	Reason
5.13 The Company should consider the ecological impact of its operations, promote and advocate the concept of sustainable consumption, and conduct its research, procurement, production, operations, and services in accordance with the following principles to reduce the impact of its operations on the natural environment and humans:	5.13 The Company should consider the ecological impact of its operations, promote and advocate the concept of sustainable consumption, and conduct its research, procurement, production, operations, and services in accordance with the following principles to reduce the impact of its operations on the natural environment, organisms, and humans:
5.13.7. Enhance the conservation of marine and terrestrial biodiversity and ecosystems, promote the sustainable use of resources, and ensure fair and equitable benefits.	Amendments based on the revised regulations “Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies.” announced by TWSE in its announcement letter No. TSG -1140016118 on Sep.2, 2025.
5.19 The Company are advised to create an environment conducive to the development of their employees' careers and establish effective training programs to foster career skills.	5.19 The Company are advised to create an environment conducive to the development of their employees' careers and establish effective training programs to foster career skills. It is advisable for our companies to establish placement programs to cultivate future industry talents.	Same as above.
The Company shall establish and implement reasonable employee welfare measures (including remuneration, leave and other welfare etc.) and appropriately reflect the business performance or achievements in the employee remuneration, to ensure the recruitment, retention, and motivation of human resources, and achieve the objective of sustainable operations.	The Company shall establish and implement reasonable employee welfare measures (including remuneration, leave and other welfare etc.) and appropriately reflect the business performance or achievements in the employee remuneration, to ensure the recruitment, retention, and motivation of human resources, and achieve the objective of sustainable operations.
The Company are advised to adopt reasonable remuneration policies, to ensure that remuneration arrangements support the strategic aims of the organization, and align with the interests of stakeholders.	The Company are advised to adopt reasonable remuneration policies, to ensure that remuneration arrangements support the strategic aims of the organization, and align with the interests of stakeholders.
It is advised that the employee performance evaluation system be combined with sustainable development policies, and that a clear and effective incentive and discipline system be established.	It is advised that the employee performance evaluation system be combined with sustainable development policies, and that a clear and effective incentive and discipline system be established.

Attachment 4

DECLARATION OF CONSOLIDATION OF FINANCIAL STATEMENTS OF AFFILIATES

The companies required to be included in the consolidated financial statements of affiliates in accordance with the "Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises" for the year ended December 31, 2025 are all the same as the companies required to be included in the consolidated financial statements of parent and subsidiary companies as provided in International Financial Reporting Standard 10 "Consolidated Financial Statements". Relevant information that should be disclosed in the consolidated financial statements of affiliates has all been disclosed in the consolidated financial statements of parent and subsidiary companies. Hence, we did not prepare a separate set of consolidated financial statements of affiliates.

Very truly yours,

SUNSPRING METAL CORPORATION

By:

Yang, Ching, Chi
President

Feb. 25, 2026

Deloitte.

勤業眾信

勤業眾信聯合會計師事務所

11073 台北市信義區松仁路100號20樓

Deloitte & Touche

20F. Taipei Nari Shan Plaza

No. 100, Songren Rd.,

Xinyi Dist., Taipei 11073, Taiwan

Tel: +886 (2) 2725-9988

Fax: +886 (2) 4051-6888

www.deloitte.com.tw

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders

Sunspring Metal Corporation

Opinion

We have audited the accompanying consolidated financial statements of Sunspring Metal Corporation (the "Company") and its subsidiaries (collectively the "Group"), which comprise the consolidated balance sheets as of December 31, 2025 and 2024, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies (collectively referred to as the "consolidated financial statement").

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of 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 International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of 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.

Key Audit Matters

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

The key audit matters of the Group's consolidated financial statements for the year ended December 31, 2025 are described as follows:

Revenue Recognition

The growth rate of sales revenue from some of the specific customers is significantly higher than the average sales revenue; therefore, the specific revenue from these customers was identified as a key audit matter. Refer to Note 4 to the consolidated financial statements for the related accounting policies on sales revenue.

Our audit procedures performed in regard to the key audit matter included the following:

We understood the design and implementation of the main internal controls for the abovementioned customer-specific sales revenue and tested if these controls were performed effectively.
We selected appropriate samples from the abovementioned customer-specific sales receipts and checked the customer orders, delivery orders and payment collections corresponding to sales revenue to confirm the validity of sales revenue transactions.

Other Matter

We have also audited the parent company only financial statements of Sunspring Metal Corporation as of and for the years ended December 31, 2025 and 2024 on which we have issued an unmodified opinion.

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

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

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

Those charged with governance, including 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 maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether 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.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2024 and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audits resulting in this independent auditors’ report are Shao-Chun Wu and Li-Tung Wu.

Deloitte & Touche
Taipei, Taiwan
Republic of China

Feb 25, 2026

Notice to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.

For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.

SUNSPRING METAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2025 AND 2024

(In Thousands of New Taiwan Dollars, Except Par Value Per Share)

	December 31, 2025		December 31, 2024
ASSETS	Amount	%	Amount	%
CURRENT ASSETS
Cash and cash equivalents (Note 6)	$ 1,159,232	10	$ 1,160,519	10
Financial assets at fair value through profit or loss - current (Notes 7)	3,911	-	9,448	-
Trade receivables, net (Note 8)	2,188,694	20	2,471,457	22
Net finance lease receivables -current (Note 9)	18,296	-	-	-
Other receivables (Note 8)	44,657	1	44,981	-
Current tax assets (Note 22)	8,677	-	16	-
Inventories (Note 10)	1,583,029	14	1,614,753	14
Other current assets (Note 15)	124,516	1	236,081	2
Total current assets	5,131,012	46	5,537,255	48
NON-CURRENT ASSETS
Financial assets at amortized cost - non-current (Notes 7 and 29)	913,611	8	37,903	-
Property, plant and equipment (Notes 12 and 29)	4,555,287	41	5,073,306	44
Right-of-use assets (Notes 13)	279,788	2	514,131	5
Intangible assets (Note 14)	69,093	1	75,631	1
Deferred tax assets (Note 22)	143,076	1	105,814	1
Prepayments for machinery and equipment	76,826	1	75,090	1
Refundable deposits	7,087	-	7,110	-
Net finance lease receivables - non-current (Note 9)	27,461	-	-	-
Net defined benefit assets - non-current (Note 18)	26,678	-	24,304	-
Other non-current assets	17,377	-	22,768	-
Total non-current assets	6,116,284	54	5,936,057	52
TOTAL	$ 11,247,296	100	$ 11,473,312	100
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term borrowings (Note 16 and 29)	$ 1,190,000	11	$ 1,100,000	10
Trade payables	723,712	7	600,516	5
Other payables (Note 17)	326,392	3	357,009	3
Current tax liabilities (Note 22)	25,391	-	16,799	-
Lease liabilities - current (Notes 13 and 28)	40,424	-	53,669	-
Current portion of long-term borrowings (Notes 16 and 29)	31,987	-	56,987	1
Other current liabilities	522	-	736	-
Total current liabilities	2,338,428	21	2,185,716	19
NON-CURRENT LIABILITIES
Long-term borrowings (Notes 16 and 29)	680,219	6	510,716	4
Deferred tax liabilities (Note 22)	271,625	2	232,545	2
Lease liabilities - non-current (Notes 13 and 28)	277,030	2	467,360	4
Deferred revenue (Note 24)	67,344	1	76,959	1
Guarantee deposits received	3,505	-	1,873	-
Total non-current liabilities	1,299,723	11	1,289,453	11
Total liabilities	3,638,151	32	3,475,169	30
EQUITY ATTRIBUTABLE TO OWNERS OF THE CORPORATION
Ordinary shares - par value of NT$10 per share	1,999,942	18	1,999,942	18
Capital surplus	1,911,126	17	1,911,126	17
Retained earnings
Legal reserve	946,488	8	891,513	8
Special reserve	72,908	1	334,900	3
Unappropriated earnings	2,860,406	26	2,931,585	25
Other equity	( 183,545)	( 2)	( 72,908)	( 1)
Total equity attributable to owners of the Corporation	7,607,325	68	7,996,158	70
NON-CONTROLLING INTERESTS	1,820	-	1,985	-
Total equity	7,609,145	68	7,998,143	70
TOTAL	$ 11,247,296	100	$ 11,473,312	100

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

16 -

SUNSPRING METAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

	2025		2024
	Amount	%	Amount	%
SALES (Note 20)	$ 6,288,346	100	$ 7,572,412	100
COST OF GOODS SOLD (Notes 10, 21 and 28)	5,677,734	90	6,478,658	85
GROSS PROFIT	610,612	10	1,093,754	15
OPERATING EXPENSES (Notes 21 and 28)
Selling and marketing expenses	166,764	3	175,197	2
General and administrative expenses	333,395	5	367,870	5
Research and development expenses	39,751	1	43,784	1
Expected credit loss reversed (Note 8)	( 529)	-	(248)	-
Total operating expenses	539,381	9	586,603	8
PROFIT FROM OPERATIONS	71,231	1	507,151	7
NON-OPERATING INCOME AND EXPENSES
Interest income	49,936	1	70,241	1
Other income (Note 24)	33,253	1	28,831	-
Loss on disposal of property, plant and equipment	( 1,663)	-	(888)	-
Foreign exchange gain(loss), net	( 5,306)	-	139,351	2
Loss on financial assets at fair value through profit or loss, net	-	-	(518)	-
Interest expense (Notes 24 and 28)	( 33,684)	( 1)	(53,942)	(1)
Other expenses	( 3,047)	-	(1,258)	-
Total non-operating income and expenses	39,489	1	181,817	2
PROFIT BEFORE INCOME TAX	110,720	2	688,968	9
INCOME TAX EXPENSE (Note22)	31,980	1	144,687	2
NET PROFIT FOR THE YEAR	78,740	1	544,281	7

(Continued)

	2025		2024
	Amount	%	Amount	%
OTHER COMPREHENSIVE INCOME (LOSS)
Items that will not be reclassified subsequently to profit or loss:
Remeasurement of defined benefit plans	3,609	-	6,538	-
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translation of the financial statements of foreign operations	(110,637)	(1)	261,992	4
Income tax relating to items that may be reclassified subsequently to profit or loss (Note 22)	(721)	-	(1,308)	-
Other comprehensive income for the year, net of income tax	(107,749)	(1)	267,222	4
TOTAL COMPREHENSIVE INCOME	($29,009)	-	$811,503	11
NET PROFIT (LOSS) ATTRIBUTABLE TO:
Owners of the Corporation	$78,905	1	$544,524	7
Non-controlling interests	(165)	-	(243)	-
	$78,740	1	$544,281	7
TOTAL COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO:
Owners of the Corporation	($28,844)	-	$811,746	11
Non-controlling interests	(165)	-	(243)	-
	($29,009)	-	$811,503	11
EARNINGS PER SHARE (Note 23)
Basic	$0.39		$2.72
Diluted	$0.39		$2.70

The accompanying notes are an integral part of the consolidated financial statements. (Concluded)

18 -

SUNSPRING METAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

(In Thousands of New Taiwan Dollars, Except Dividends Per Share)

	Equity Attributable to Owners of the Corporation (Note 19)
	Ordinary Shares	Capital Surplus	Retained Earnings			Other Equity	Foreign Currency Translation Reserve	Total	Non-controlling Interests (Note1)
			Legal Capital Reserve	Special Capital Reserve	Unappropriated Earnings	Foreign
BALANCE AT JANUARY 1, 2024	$ 1,999,942	$ 1,911,126	$ 859,963	$ 270,462	$ 2,637,814	($ 334,900)	$ 7,344,407	$ 2,228	$ 7,346,635
Appropriation of 2023 earnings
Legal reserve	-	-	31,550	-	( 31,550)	-	-	-	-
Special reserve	-	-	-	64,438	( 64,438)	-	-	-	-
Cash dividends distributed by the Company - NT$0.8per share	-	-	-	-	( 159,995)	-	( 159,995)	-	( 159,995)
	-	-	31,550	64,438	( 255,983)	-	( 159,995)	-	( 159,995)
Net profit for the year ended December 31, 2024	-	-	-	-	544,524	-	544,524	( 243)	544,281
Other comprehensive income for the year ended December 31, 2024, net of income tax	-	-	-	-	5,230	261,992	267,222	-	267,222
Total comprehensive income for the year ended December 31, 2024	-	-	-	-	549,754	261,992	811,746	( 243)	811,503
BALANCE AT DECEMBER 31, 2024	1,999,942	1,911,126	891,513	334,900	2,931,585	( 72,908)	7,996,158	1,985	7,998,143
Appropriation of 2024 earnings
Legal reserve	-	-	54,975	-	( 54,975)	-	-	-	-
Cash dividends distributed by the Company - NT$1.8 per share	-	-	-	-	( 359,989)	-	( 359,989)	-	( 359,989)
Reversal of Special reserve	-	-	-	( 261,992)	261,992	-	-	-	-
	-	-	54,975	( 261,992)	( 152,972)	-	( 359,989)	-	( 359,989)
Net profit (loss) for the year ended December 31, 2025	-	-	-	-	78,905	-	78,905	( 165)	78,740
Other comprehensive income (loss) for the year ended December 31, 2025, net of income tax	-	-	-	-	2,888	( 110,637)	( 107,749)	-	( 107,749)
Total comprehensive income (loss) for the year ended December 31, 2025	-	-	-	-	81,793	( 110,637)	( 28,844)	( 165)	( 29,009 )
BALANCE AT DECEMBER 31, 2025	$ 1,999,942	$ 1,911,126	$ 946,488	$ 72,908	$ 2,860,406	($ 183,545)	$ 7,607,325	$ 1,820	$ 7,609,145

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

SUNSPRING METAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

(In Thousands of New Taiwan Dollars)

	2025	2024
CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax	$ 110,720	$ 688,968
Adjustments for:
Depreciation expenses	661,272	702,948
Amortization expenses	17,303	23,778
Expected credit loss reversed recognized on trade receivables	( 529)	( 248)
Net loss on fair value changes of financial assets and liabilities at fair value through profit or loss	-	3,710
Interest expense	33,684	53,942
Interest income	( 49,936)	( 70,241)
Loss on disposal of property, plant and equipment	1,663	888
Impairment loss (reversed) recognized on non-financial assets	49,731	( 42,315)
Foreign currency exchange gain, net	( 132,245)	( 115,597)
Gain from subleasing Right-of-Use Assets	( 14,040)	-
Changes in operating assets and liabilities
Notes receivable	-	2,588
Trade receivables	293,706	447,200
Other receivables	49,708	( 160,833)
Inventories	( 66,179)	( 44,529)
Other current assets	117,399	13,125
Net defined benefit assets	1,235	( 327)
Accounts payable	125,343	( 179,756)
Other payables	14,413	664
Other current liabilities	459	1,709
Deferred revenue	( 8,270)	( 10,932)
Cash generated from operations	1,205,437	1,314,742
Interest received	45,530	75,800
Interest paid	( 31,916)	( 51,383)
Income taxes paid	( 31,641)	( 68,564)
Net cash generated from operating activities	1,187,410	1,270,595
CASH FLOWS FROM INVESTING ACTIVITIES
Decrease (increase) in financial assets at amortized cost	( 870,171)	619,927
Payments for property, plant and equipment	( 91,199)	( 86,129)
Proceeds from disposal of property, plant and equipment	5,360	3,433
Decrease in refundable deposits	9	-
Acquisition of intangible assets	( 1,521)	( 1,799)
Increase in other financial assets	( 47,043)	-
Increase in other non-current assets	-	( 937)
Increase in prepayments for machinery and equipment	( 8,219)	( 20,542)
Net cash generated from (used in) investing activities	( 1,012,784)	513,953

(Continued)

20 -

SUNSPRING METAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars)

	2025	2024
CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds (repayments) from short-term borrowings	$ 90,000	($ 470,000)
Decrease in short-term bills payable	-	( 399,727 )
Proceeds from long-term borrowings	300,000	200,000
Repayments of long-term borrowings	( 156,987 )	( 1,188,348 )
Increase (decrease) in guarantee deposits received	1,670	( 1,472 )
Repayment of the principal portion of lease liabilities	( 54,121 )	( 53,425 )
Dividends paid	( 359,989 )	( 159,995 )
Net cash used in financing activities	( 179,427 )	( 2,072,967 )
EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH AND CASH EQUIVALENTS HELD IN FOREIGN CURRENCIES	3,514	166,027
NET DECREASE IN CASH AND CASH EQUIVALENTS	( 1,287 )	( 122,392 )
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR	1,160,519	1,282,911
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR	$ 1,159,232	$ 1,160,519

The accompanying notes are an integral part of the consolidated financial statements. (Concluded)

21 -

Deloitte.

Attachment 5

勤業眾信

勤業眾信聯合會計師事務所
11073 台北市信義區松仁路100號20樓

Deloitte & Touche
20F. Taipei Nan Shan Plaza
No. 100, Songren Rd.,
Xinyi Dist., Taipei 11073, Taiwan

Tel: +886 (2) 2725-9988
Fax: +886 (2) 4051-6888
www.deloitte.com.tw

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders
Sunspring Metal Corporation

Opinion

We have audited the accompanying financial statements of Sunspring Metal Corporation (the "Company"), which comprise the balance sheets as of December 31, 2025 and 2024, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the financial statements, including a summary of significant accounting policies (collectively referred to as the "financial statement").

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of 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 Auditing and Attestation of Financial Statements by Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

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

The key audit matters of the Company's financial statements for the year ended December 31, 2025 are described as follows:

Revenue Recognition

The growth rate of sales revenue from some of the specific customers is significantly higher than the average sales revenue; therefore, the specific revenue from these customers was identified as a key audit matter. Refer to Note 4 to the financial statements for the related accounting policies on sales revenue.

Our audit procedures performed in regard to the key audit matter included the following:

We understood the design and implementation of the main internal controls for the abovementioned customer-specific sales revenue and tested if these controls were performed effectively.

We selected appropriate samples from the abovementioned customer-specific sales receipts and checked the customer orders, delivery orders and payment collections corresponding to sales revenue to confirm the validity of sales revenue.

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

Management is responsible for the preparation and fair presentation of the 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 financial statements that are free from material misstatement, whether due to fraud or error.

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

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

Auditors’ Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the 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 financial statements.

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

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
23 -

Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Company to express an opinion on the financial statements. We are responsible for the direction, supervision, and performance of the audit. We remain solely responsible for our audit opinion.

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

The engagement partners on the audits resulting in this independent auditors' report are Shao-Chun Wu and Li-Tung Wu.

Deloitte & Touche
Taipei, Taiwan
Republic of China

Feb 25, 2026

Notice to Readers

For the convenience of readers, the independent auditors' report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors' report and consolidated financial statements shall prevail.

24 -

SUNSPRING METAL CORPORATION

BALANCE SHEETS

DECEMBER 31, 2025 AND 2024

(In Thousands of New Taiwan Dollars, Except Par Value Per Share)

	December 31, 2025		December 31, 2024
ASSETS	Amount	%	Amount	%
CURRENT ASSETS
Cash and cash equivalents (Note 6)	$ 736,567	6	$ 748,448	6
Trade receivables-non-related parties (Note 8)	1,984,405	15	2,318,078	17
Trade receivables-related parties (Note 27)	14,229	-	2,071	-
Net finance lease receivables -current (Note 9)	18,296	-	-	-
Other receivables (Note 8)	42,600	-	44,383	-
Inventories (Note 10)	938,685	7	987,437	7
Other current asset (Note 27)	42,419	-	46,829	-
Total current assets	3,777,201	28	4,147,246	30
NON-CURRENT ASSETS
Financial assets at amortized cost – non-current (Notes 7 and 28)	310,341	2	16,009	-
Investments accounted for using equity method (Note 11)	5,246,625	40	5,293,367	38
Property, plant and equipment (Notes 12, 27 and 28)	3,497,580	26	3,894,182	28
Right-of-use assets (Notes 13 and 27)	256,055	2	489,820	4
Intangible assets (Note 14)	5,105	-	6,827	-
Deferred tax assets (Note 21)	104,320	1	67,705	-
Prepayments for machinery and equipment	70,589	1	60,694	-
Refundable deposits	6,701	-	6,590	-
Long-term finance lease receivable, net (Note 9)	27,461	-	-	-
Net defined benefit assets - non-current (Note 17)	26,678	-	24,304	-
Total non-current assets	9,551,455	72	9,859,498	70
TOTAL	$ 13,328,656	100	$ 14,006,744	100
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term borrowings (Note 15 and 28)	$ 1,190,000	9	$ 1,100,000	8
Trade payables - non-related parties	478,469	4	321,647	2
Trade payables- related parties (Note 27)	1,631,713	12	2,025,962	15
Other payables- non-related parties (Note 16)	188,395	2	204,114	2
Other payables - related parties (Notes 16 and 27)	907,060	7	1,025,602	7
Current tax liabilities	16,185	-	3,761	-
Lease liabilities - current (Notes 13 and 27)	38,642	-	52,265	-
Current portion of long-term borrowings (Notes 15 and 28)	31,987	-	56,987	-
Other current liabilities	108	-	108	-
Total current liabilities	4,482,559	34	4,790,446	34
NON-CURRENT LIABILITIES
Long-term borrowings (Notes 15 and 28)	680,219	5	510,716	4
Deferred tax liabilities (Note 21)	271,625	2	232,545	2
Lease liabilities - non-current (Notes 13 and 27)	274,590	2	465,133	3
Deferred revenue (Note 23)	10,691	-	11,746	-
Guarantee deposits received	1,647	-	-	-
Total non-current liabilities	1,238,772	9	1,220,140	9
Total liabilities	5,721,331	43	6,010,586	43
EQUITY
Ordinary shares - par value of NT$10 per share	1,999,942	15	1,999,942	14
Capital surplus	1,911,126	14	1,911,126	14
Retained earnings
Legal reserve	946,488	7	891,513	6
Special reserve	72,908	1	334,900	3
Unappropriated earnings	2,860,406	21	2,931,585	21
Other equity	( 183,545)	( 1)	( 72,908)	( 1)
Total equity	7,607,325	57	7,996,158	57
TOTAL	$ 13,328,656	100	$ 14,006,744	100

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

25 -

SUNSPRING METAL CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

(In Thousands of New Taiwan Dollars, Except Earnings Per Share)

	2025		2024
	Amount	%	Amount	%
SALES (Notes 19 and 27)	$ 5,436,592	100	$ 6,712,483	100
COST OF GOODS SOLD (Notes 10, 20 and 27)	5,110,972	94	5,999,474	89
GROSS PROFIT	325,620	6	713,009	11
Realized gain on transactions with subsidiaries	9,256	-	1,105	-
GROSS PROFIT, NET	334,876	6	714,114	11
OPERATING EXPENSES (Notes 20 and 27)
Selling and marketing expenses	167,645	3	177,364	3
General and administrative expenses	188,639	4	192,998	3
Research and development expenses	15,018	-	16,460	-
Expected credit loss reversed (Note 8)	( 599)	-	( 199)	-
Total operating expenses	370,703	7	386,623	6
PROFIT (LOSS) FROM OPERATIONS	( 35,827)	( 1)	327,491	5
NON-OPERATING INCOME AND EXPENSES
Interest income	39,276	1	59,111	1
Other income (Notes 23 and 27)	20,288	-	13,780	-
Foreign exchange gain (loss), net	56,074	1	95,755	1
Loss on financial assets at fair value through profit or loss, net	-	-	( 518)	-
Share of profits of subsidiaries	54,639	1	194,483	3
Interest expense (Notes 23 and 27)	( 33,174)	-	( 53,903)	( 1)
Other expenses	( 871)	-	( 970)	-
Total non-operating income and expenses	136,232	3	307,828	4
PROFIT BEFORE INCOME TAX	100,405	2	635,319	9
INCOME TAX EXPENSE (Note 21)	21,500	1	90,795	1
NET PROFIT FOR THE YEAR	78,905	1	544,524	8

(Continued)

SUNSPRING METAL CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)

	2025		2024
	Amount	%	Amount	%
OTHER COMPREHENSIVE INCOME (LOSS)
Items that will not be reclassified subsequently to profit or loss:
Remeasurement of defined benefit plans	$ 3,609	-	$ 6,538	-
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translation of the financial statements of foreign operations	( 110,637)	( 2)	261,992	4
Income tax relating to items that may be reclassified subsequently to profit or loss (Note 21)	( 721)	-	( 1,308)	-
Other comprehensive income for the year, net of income tax	( 107,749)	( 2)	267,222	4
TOTAL COMPREHENSIVE INCOME FOR THE YEAR:	($ 28,844)	( 1)	$ 811,746	12
EARNINGS PER SHARE (Note 21)
Basic	$ 0.39		$ 2.72
Diluted	$ 0.39		$ 2.70

The accompanying notes are an integral part of the financial statements.
(Conclude)

SUNSPRING METAL CORPORATION

STATEMENTS OF CHANGES IN EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

(In Thousands of New Taiwan Dollars, Except Dividends Per Share)

	Equity Attributable to Owners of the Company (Note 18)
	Ordinary Shares	Capital Surplus	Retained Earnings			Other Equity Exchange Differences on Translation of the Financial Statements of Foreign Operations	Total Equity
			Legal Capital Reserve	Special Capital Reserve	Unappropriated Earnings
BALANCE AT JANUARY 1, 2024	$ 1,999,942	$ 1,911,126	$ 859,963	$ 270,462	$ 2,637,814	($ 334,900)	$ 7,344,407
Appropriation of 2023 earnings
Legal reserve	-	-	31,550	-	( 31,550)	-	-
Special reserve	-	-	-	64,438	( 64,438)	-	-
Cash dividends distributed by the Company - NT$0.8 per share	-	-	-	-	( 159,995)	-	( 159,995)
	-	-	31,550	64,438	( 255,983)	-	( 159,995)
Net profit for the year ended December 31, 2024	-	-	-	-	544,524	-	544,524
Other comprehensive income for the year ended December 31, 2024, net of income tax	-	-	-	-	5,230	261,992	267,222
Total comprehensive income for the year ended December 31, 2024	-	-	-	-	549,754	261,992	811,746
BALANCE AT DECEMBER 31, 2024	1,999,942	1,911,126	891,513	334,900	2,931,585	( 72,908)	7,996,158
Appropriation of 2024 earnings
Legal reserve	-	-	54,975	-	( 54,975)	-	-
Cash dividends distributed by the Company - NT$1.8 per share	-	-	-	-	( 359,989)	-	( 359,989)
Reversal of Special reserve	-	-	-	( 261,992)	261,992	-	-
	-	-	54,975	( 261,992)	( 152,972)	-	( 359,989)
Net profit for the year ended December 31, 2025	-	-	-	-	78,905	-	78,905
Other comprehensive income for the year ended December 31, 2025 net of income tax	-	-	-	-	2,888	( 110,637)	( 107,749)
Total comprehensive income for the year ended December 31, 2025	-	-	-	-	81,793	( 110,637)	( 28,844)
BALANCE AT DECEMBER 31, 2025	$ 1,999,942	$ 1,911,126	$ 946,488	$ 72,908	$ 2,860,406	($ 183,545)	$ 7,607,325

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

SUNSPRING METAL CORPORATION

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

(In Thousands of New Taiwan Dollars)

	2025	2024
CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax	$ 100,405	$ 635,319
Adjustments for:
Depreciation expenses	500,674	509,354
Amortization expenses	8,906	14,972
Expected credit loss reversed on trade receivables	( 599)	( 199)
Net loss on fair value changes of financial assets and liabilities at fair value through profit or loss	-	3,710
Interest expense	33,174	53,903
Interest income	( 39,276)	( 59,111)
Share of profits of subsidiaries	( 54,639)	( 194,483)
Impairment loss (reversed) recognized on non-financial assets	31,672	( 20,420)
Realized gain on transactions with subsidiaries	( 9,256)	( 1,105)
Foreign currency exchange gain, net	( 58,912)	( 88,634)
Income from the sublease of the right-of-use asset	( 14,040)	-
Changes in operating assets and liabilities
Trade receivables	334,374	325,395
Other receivables	18,814	( 27,058)
Inventories	( 17,477)	( 1,688)
Other current assets	6,929	4,614
Net defined benefit assets	1,235	( 327)
Trade payables	( 188,293)	1,527
Other payables	8,429	( 8,179)
Other current liabilities	-	( 23)
Deferred revenue	( 1,055)	( 2,834)
Cash generated from operations	661,065	1,144,733
Interest received	37,200	60,711
Interest paid	( 31,814)	( 51,345)
Income taxes paid	( 7,332)	( 33,008)
Net cash generated from operating activities	659,119	1,121,091
CASH FLOWS FROM INVESTING ACTIVITIES
Decrease (increase) in financial assets at amortized cost	( 294,332)	614,050
Payments for property, plant and equipment	( 13,570)	( 75,284)
Proceeds from disposal of property, plant and equipment	-	1,838
Increase in refundable deposits	( 112)	-
Acquisition of intangible assets	( 1,512)	( 1,799)
Increase in other financial assets	( 47,043)	-
Increase in other non-current assets	-	( 3,076)
Increase in prepayments for machinery and equipment	( 19,656)	( 6,940)
Net cash generated from (used in) investing activities	( 376,225)	528,789

(Continued)

29 -

SUNSPRING METAL CORPORATION
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)

	2025	2024
CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds (repayments) from short-term borrowings	$ 90,000	($ 470,000)
Decrease in short-term bills payable	-	( 399,727 )
Proceeds from long-term borrowings	300,000	200,000
Repayments of long-term borrowings	(156,987)	( 1,188,348)
Increase in guarantee deposits received	1,647	-
Increase (decrease) in other payables - related parties	(118,542)	372,278
Repayment of the principal portion of lease liabilities	(52,394)	( 51,671)
Dividends paid	(359,989)	( 159,995)
Net cash used in financing activities	(296,265)	( 1,696,463)
EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH AND CASH EQUIVALENTS HELD IN FOREIGN CURRENCIES	1,490	111,301
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	(11,881)	64,718
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR	748,448	683,730
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR	$736,567	$ 748,448
The accompanying notes are an integral part of the financial statements.		(Concluded)

30 -

Attachment 6

Sunspring Metal Corporation

Comparison Table for the "Rules of Procedure for Shareholders "

Before and After Revision

Current version	Amended version	Reason
5.1.3 This Company shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors, and upload them to the Market Observation Post System (MOPS) 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 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.	5.1.3 This Company shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors, and upload them to the Market Observation Post System (MOPS) 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 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 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.	Order No. 1140385797 issued by the Financial Supervisory Commission on December 19, 2025, this announcement amends the "Regulations Governing the Recording and Compliance of the Procedure Manual for Shareholders' Meetings of Publicly Offered Companies".

Attachment 7

Sunspring Metal Corporation

Comparison Table for the "Articles of Incorporation"

Before and After Revision

Current version	Amended version	Reason
5.3. Announcement and Reporting Procedures
The Company shall handle announcements and reports regarding the acquisition or disposal of assets in accordance with the following provisions:
5.3.1. The Company shall, within two days from the date of the occurrence of any of the following circumstances, submit a public announcement and report on the information reporting website designated by the Financial Supervisory Commission:
5.3.1.1. Acquiring or disposing of real estate or its right-to-use assets from related parties, or acquiring or disposing of other assets besides real estate or its right-to-use assets with related parties, where the transaction amount reaches 20% of the Company's paid-in capital, 10% of its total assets, or NT$300 million or more. However, this does not apply to the purchase or sale of domestic government bonds, bonds with repurchase or resale conditions, or the subscription or repurchase of money market funds issued by domestic securities investment trust companies.
5.3.1.2. To merge, split, acquire or transfer shares.
5.3.1.3. Acquiring or disposing of equipment or its right to use for business purposes, where the counterparty is not a related party, and the transaction amount meets one of the following criteria:
5.3.1.3.1. When the company's paid-in capital is less than NT$10 billion, the transaction amount is NT$500 million or more.
5.3.1.3.2. When the company's paid-in capital is NT$10 billion or more, the transaction amount is NT$1 billion or more.
5.3.1.4. Acquiring real estate through self-construction, leased construction, joint construction of separate units, joint	5.3. Announcement and Reporting Procedures
The Company shall handle announcements and reports regarding the acquisition or disposal of assets in accordance with the following provisions:
5.3.1. The Company shall, within two days from the date of the occurrence of any of the following circumstances, submit a public announcement and report on the information reporting website designated by the Financial Supervisory Commission:
5.3.1.1. Acquiring or disposing of real estate or its right-to-use assets from related parties, or acquiring or disposing of other assets besides real estate or its right-to-use assets with related parties, where the transaction amount reaches 20% of the Company's paid-in capital, 10% of its total assets, or NT$300 million or more. However, this does not apply to the purchase or sale of domestic government bonds, bonds with repurchase or resale conditions, or the subscription or repurchase of money market funds issued by domestic securities investment trust companies.
5.3.1.2. To merge, split, acquire or transfer shares.
5.3.1.3. Acquiring or disposing of equipment or its right to use for business purposes, where the counterparty is not a related party, and the transaction amount meets one of the following criteria:
5.3.1.3.1. When the company's paid-in capital is less than NT$10 billion, the transaction amount is NT$500 million or more.
5.3.1.3.2. When the company's paid-in capital is NT$10 billion or more but less than NT$50 billion, the transaction amount is NT$1 billion or more.
5.3.1.3.3. When the company's paid-in capital is NT$50 billion or more, the transaction amount is 5% or more of the company's paid-in capital.
5.3.1.4. Acquiring real estate through self-construction, leased construction, joint construction of separate units, joint	Order No. 1140383333 issued by the Financial Supervisory Commission on July 24, 2025, this announcement amends the "Guidelines for the Acquisition or Disposal of Assets by Publicly Issued Companies"

Current version	Amended version	Reason
construction of profit sharing, or joint construction of separate sales, and the counterparty to the transaction is not a related party, with the company expecting to invest more than NT$500 million in the transaction.	construction of profit sharing, or joint construction of separate sales, and the counterparty to the transaction is not a related party, with the company expecting to invest more than NT$500 million in the transaction.

5.3.1.5. Publicly issued companies with paid-in capital of NT$50 billion, whose government bonds, ordinary corporate bonds, and general financial bonds (excluding subordinated bonds) not involving equity are traded on stock exchanges or at securities firms' offices, are not subject to the circumstances described in the proviso of 5.3.1.6, and whose counterparties are not related parties, and whose transaction amounts exceed five percent of the company's paid-in capital.

5.3.1.6. Asset transactions or investments in mainland China other than those described in 5.3.1.1 to 5.3.1.5, where the transaction amount reaches 20% of the company's paid-in capital or NT$300 million or more. However, the following situations are exempt from this restriction:
5.3.1.5.1. Buying or selling domestic government bonds or foreign government bonds with a credit rating not lower than Taiwan's sovereign rating.
5.3.1.5.2. Buying or selling bonds with repurchase or resale conditions, or subscribing to or repurchasing money market funds issued by domestic securities investment trust companies.

5.3.1.6. The calculation method for transaction amounts in sections 5.3.1.1 to 5.3.1.5 is as follows, and the term "within one year" refers to the period preceding the date of the transaction, which is one year in advance. Amounts already announced in accordance with this procedure are exempt from further calculation.
5.3.1.6.1. Amount of each transaction.
5.3.1.6.2. The cumulative amount of transactions involving the acquisition or disposal of the same type of property with the same counterparty within one year.
5.3.1.6.3. The cumulative amount of acquisitions or disposals (acquisitions and disposals are accumulated separately) of real estate or its | This revision is made in accordance with the changes to the original clause 5.3.1.6. |

33 -

Current version	Amended version	Reason
right-to-use assets under the same development project within one year.	right-to-use assets under the same development project within one year.
5.6.1.1. The calculation of transaction amount shall be handled in accordance with the provisions of 5.3.1.6.	5.6.1.1. The calculation of transaction amount shall be handled in accordance with the provisions of 5.3.1.7.	This revision is made in accordance with the changes to the original clause 5.3.1.6.
5.6.5. The calculation of the transaction amount in 5.6.2 and 5.6.4 shall be handled in accordance with the provisions of 5.3.1.6. The term "within one year" refers to the one-year period based on the date of the actual occurrence of this transaction. The portion that has been submitted to the shareholders' meeting and the board of directors for approval in accordance with this procedure shall be exempted from further calculation.	5.6.5. The calculation of the transaction amount in 5.6.2 and 5.6.4 shall be handled in accordance with the provisions of 5.3.1.7. The term "within one year" refers to the one-year period based on the date of the actual occurrence of this transaction. The portion that has been submitted to the shareholders' meeting and the board of directors for approval in accordance with this procedure shall be exempted from further calculation.	Same as above.
5.8.9. For company shares without par value or with a par value not exceeding NT$10 per share, the provisions of this procedure regarding transaction amounts of 20% of paid-in capital shall be calculated based on 10% of the equity attributable to the parent company's owners.	5.8.9. For company shares without par value or with a par value not exceeding NT$10 per share, the provisions of this procedure regarding transaction amounts of 20% of paid-in capital shall be calculated based on 10% of the equity attributable to the parent company's owners; the provisions regarding transaction amounts of 5% of paid-in capital shall be calculated based on 2.5% of the equity attributable to the parent company's owners; the provisions regarding transaction amounts with paid-in capital reaching NT$10 billion shall be calculated based on NT$20 billion of the equity attributable to the parent company's owners; and the provisions regarding transaction amounts with paid-in capital reaching NT$500 billion shall be calculated based on NT$100 billion of the equity attributable to the parent company's owners.	In line with the amendments made by the Financial Supervisory Commission (FSC) on July 24, 2025 (FSC Order No. 1140383333) to certain articles of the "Guidelines for the Acquisition or Disposal of Assets by Publicly Issued Companies".

34 -

Appendix 1

Sunspring Metal Corporation Articles of Incorporation

Chapter I - General Provisions

Article 1

The Company is duly incorporated under the name of Sunspring Metal Corporation, and Sunspring Metal Corporation in English, as a company limited by shares, under the Company Act of the Republic of China.

Article 2

The scope of business of the Company shall be as follows:

Research, design, develop, manufacture and sell product as follows:

Advanced Faucet Automatic Manufacturing Cell System, including :
(1) Automatic Assembly Integrated Cell System
(2) Multi-piece Polishing Integrated Cell System
(3) Pregrinding Die Casting Integrated Cell System
(4) Integrated Grinding and Polishing Integrated Cell System
(5) Automatic Optical Inspection Integrated Cell System
Advanced Zinc Body of Faucet

The industry classification and code for the business items mentioned above:

CB01010: Machinery and Equipment Manufacturing
CB01990: Other Machinery Manufacturing Not Elsewhere
CA02010: Metal Architectural Components Manufacturing
CA02990: Other Metal Products Manufacturing
CA040100: Metal Surface Treating
F401010: International Trade

(Limited to the aforementioned related product)

The following is limited to operations outside the Science Park:

CA02050: Metal Valves Manufacturing
CA02070: Lock Manufacturing
CC01990: Electrical Machinery, Supplies Manufacturing
F106010: Wholesale of Ironware
F106030: Wholesale of Die
CQ01010: Die Manufacturing
F113010: Wholesale of Machinery
F401010: International Trade
ZZ99999: In addition to the approved scope of business, the Company may engage in all businesses except those which are otherwise prohibited or restricted by law.

Article 2-1

The Company may, within its approved scope of business, provide endorsements and guarantees to peers or affiliated enterprises.

Article 2-2

Towards a goal of diversification, the total amount of the Company's reinvestment in other companies may exceed 40% of the total paid-in capital.

Article 3

The Company shall have its head office in Central Taiwan Science Park, and when it is deemed necessary, the Company may, upon a resolution adopted by the board of directors, set up representative and branch offices within and outside of the territory of the Republic of China.

Article 4

Public announcements of the Company shall be duly made in accordance with Article 28 of the Company Act.

36 -

Chapter II – Capital Stock

Article 5

The total capital stock of the Company is two billion NTD (NT$5,000,000,000), divided into two hundred million (500,000,000) shares with a par value of ten NTD (NT$10) each share, and will be issued in installments by the board of directors.

Article 6

For the issued shares, the Company may be exempted from printing any share certificate, and shall appoint a centralized securities custody institution to establish records for the issuance of such shares. If the Company prints share certificates, then the regulations stated in the Company Act and other applicable laws will apply.

Article 7

The Company shall be responsible for shareholder services, in accordance with the Company Act, unless specified otherwise by law and securities regulations, following the “Regulations Governing the Administration of Shareholder Services of Public Companies”.

Article 8

(Deleted)

Article 9

(Deleted)

Article 10

(Deleted)

Article 11

The entries in the shareholders' roster shall not be altered within 60 days prior to the convening date of an annual shareholders' meeting, or within 30 days prior to the convening date of a special shareholders' meeting, or within 5 days prior to the record date fixed by the Company for distribution of dividends, bonus or other benefits.

Chapter III – Shareholders’ Meeting

Article 12

The shareholders' meeting hereof is categorized into a general shareholders' meeting and special shareholders' meetings. The former shall be convened annually within six months from the closing of each fiscal year. The latter may be duly convened according to relevant laws whenever the Company deems necessary.

Article 12-1

The notices for shareholders' meetings shall set out the discussion items at the meeting and be served to all shareholders through their addresses shown in the shareholder register thirty (30) days in advance of a general shareholders' meeting and fifteen (15) days in advance of a special shareholders' meeting. Subject to the consent of the shareholders, the aforementioned notices may be served by electronic methods.

Article 13

A shareholder may issue a proxy in the form printed by the Company to expressly stipulate the scope of authorized powers to authorize representative(s) to attend a shareholders' meeting on his or her behalf. Use of proxy forms are governed by the Company Act and the Rules Governing Attendance of a Public Company's Shareholders' Meeting by Proxy as enacted by the competent authority.

Shareholders' meeting of the Company 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.

Article 14

The shareholders' meeting shall be presided over by the Chairman of the board. In his or her absence, the Chairman shall appoint a deputy to act as chair. Otherwise, the directors shall select from among themselves

one person to serve as chair. If a shareholders' meeting is convened by a person other than a member of the board of directors, the shareholders' meeting shall be chaired by that convener. If there are two or more conveners for a shareholders' meeting, one of them shall be selected to chair the meeting.

Article 15

Except in the circumstances set forth in the Article 179 and 179-1 of the Company Act, a shareholder shall have one voting power in respect to each share in possession.

Article 16

Except as stated in related regulations, shareholders' meetings may be held if attended by shareholders in person or by proxy representing more than 50% of the total issued and outstanding capital stock of the Company, and resolutions shall be adopted at the meeting with the concurrence of a majority of the votes held by shareholders present at the meeting.

Article 17

Resolutions adopted at a shareholders' meeting shall be recorded in the minutes of the meeting, which shall be affixed with the signature or seal of the chairman of the meeting. The minutes of shareholders' meeting shall record the date and place of the meeting, the name of the chairman, the method of adopting resolutions, and a summary of the essential points of the proceedings and the results of the meeting. The minutes shall be distributed to all shareholders of the Company within twenty (20) days after the close of the meeting and kept throughout the life of the Company.

The preparation and distribution of the minutes of shareholders' meeting as required in the preceding paragraph may be by means of electronic transmission.

The distribution of the minutes of shareholders' meeting as required in paragraph one of this article may be by means of a public notice.

Article 17-1

In the event that the Company applies for delisting from public company status, the approval of a majority of all shareholders present at a meeting attended by two-thirds of all shareholders will be required.

Lack of the preceding paragraph, the Company must obtained the consent of at least two-thirds of the voting rights present at the shareholders' meeting attended by shareholders representing a majority of total issued shares.

Chapter IV – Directors and Functional Committees

Article 18

The board of directors of the Company shall have five to seven directors who shall be elected by the shareholders' meeting from among the persons with disposing capacity. The term of office of a director shall not exceed three years; but he/she may be eligible for re-election. The total registered shares owned by the directors shall adhere to the "Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies".

Article 18-1

Among the number of the directors in the preceding article shall include independent directors no less than three in number and no less than one-fifth of the total number of directors.

The election of directors shall, in accordance with Article 192-1 of the Company Act, adopt a candidate nomination system. The means of acceptance by the candidates, declarations and other related matters shall be conducted based on the Company Act, the Securities and Exchange Act, and other relevant laws and regulations.

Independent and non-independent directors shall be elected at the same time but on separate ballots.

Article 18-2

For the purpose of developing supervision functions and strengthening management mechanisms, the board of directors of the company established an audit committee and a remuneration committee. The board may set up strategic management, nomination, risk management or any other functional committees and have them stipulated in the Articles of Incorporation.

Article 19

When the number of vacancies in the board of directors equals to one third of the total number of directors or all independent directors are discharged, the board of directors shall convene a shareholders' meeting within sixty (60) days to elect new directors to fill such vacancies in accordance with relevant laws, rules and

37 -

regulations. New directors shall serve the remaining term of the predecessors.

Article 20

When the term of board of directors has expired and no time exists to hold re-elections, the term of the directors shall be extended until the newly elected directors take office.

Article 21

Directors shall duly elect one from among themselves as the chairman with the approval of a majority of the directors present at a meeting attended by two-thirds (2/3) of all the directors. The chairman of the board of directors will carry out all businesses of the Company on behalf of the Company.

Article 22

In case the chairman of the board of directors is on leave or unable to exercise his/her functional duties for any reason, the appointment of a deputy shall be in accordance with Article 208 of the Company Act.

Article 23

Each director shall attend the meeting of the board of directors in person. If he/she is on leave, he/she shall issue a written proxy and state therein the scope of authority with reference to the subjects to be discussed at the meeting and appoints another director to attend a meeting of the board of directors on his or her behalf. A director may accept the appointment to act as the proxy of one other director only.

Unless otherwise provided for in the Company Act, resolutions of the board of directors shall be adopted by a majority of the directors at a meeting attended by a majority of the directors. The meeting of the board of directors may proceed via visual communication network, and the directors taking part in such a visual communication meeting shall be deemed to have attended the meeting in person.

Article 23-1

Meeting notice of the board of directors may be delivered via fax or e-mail.

Article 24

Resolutions adopted at the board of directors' meeting shall be recorded in the minutes of the meeting, which shall be affixed with the signature or seal of the chairman of the meeting and shall be distributed to all directors of the Company within 20 days after the close of the meeting. The minutes of the board of directors' meeting shall record a summary of the essential points of the proceedings and the results of the meeting. The minutes shall be kept by the Company with the attendance list bearing the signatures of directors present at the meeting and the powers of attorney of the proxies.

The preparation and distribution of the minutes of the board of directors' meeting as required in the preceding Paragraph may be through means of electronic transmission.

Article 25

(Deleted)

Chapter V – Managerial Personnel

Article 26

The Company may have one or more managerial personnel, and the appointment, discharge and the remuneration of the managerial personnel shall be in accordance with the Company Act.

Article 27

(Deleted)

Article 28

(Deleted)

Chapter VI – Final Accounts

Article 29

The Company's fiscal year shall be from January $1^{\text{st}}$ of each year to December $31^{\text{st}}$ of the same year. After the close of each fiscal year, the Audit Committee shall agree and submit to the Board of Directors for approval the 1) financial reports. Then, the Board of Directors' shall draft 2) the business report, and 3) the proposal for distribution of profits or proposals for off-setting losses. No later than 30 days prior to the

general shareholders' meeting, the board shall submit the above three reports to the audit committee for audit, then the audit committee shall submit the above reports and the relevant review reports to the general shareholders' meeting for ratification.

Article 29-1

If the Company reports profits, the Company shall allocate no less than 5% of profits as employees' compensation, and of which no less than 3% of profits shall be allocated as non-executive employees' compensation. The Board of Directors can determine whether payments shall be in cash or stocks to eligible employees, including employees of subsidiary companies. The Company may allocate a certain portion of profits as Directors' compensation, but shall be no more than 5% of total profits. Compensation for employees and Directors shall be reported to the shareholders' meeting.

When the Company has retained losses, earnings shall be retained to offset previous years' losses before distribution of earnings as indicated above shall apply.

Article 30

When allocating earnings distributions for each fiscal year, the Company shall, after all taxes and dues have been paid, first offset its losses from previous years, then set aside 10% of such profits as a legal reserve, but may stop allocating a legal reserve when the total balance of the legal reserve reaches the amount of paid in capital. Then, special reserves are appropriated or reversed under required provisions by authorities. The remaining profits plus the retained undistributed surplus from previous years shall be allocated with the resolution of the shareholders' meeting subject to the following principles: After taking into consideration financial, business and operational factors, the Company may distribute more than 20% of distributable profits as dividends. In light of capital expenditures, needs for sustainable operations, dividends can be distributed in cash or shares but the cash portion shall be no less than 20% of total dividends. In the case where there is no profit for distribution in a certain year, or the profit of a certain year is far less than the profit actually distributed by the Company in the previous year, or considering the financial, business or operational factors of the Company, the Company may allocate a portion or all of its reserves for distribution in accordance with relevant laws or regulations or by the order of the authorities in charge.

The distributable dividends and reserves in whole or in part of the preceding paragraph 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.

Article 30-1

Director shall be paid for their duties regardless of the profitability of the Company. The remuneration amount authorized by the board of directors shall be in reference to the advice of the Remuneration Committee, which considers the value and commitment of directors, and the level compared to peers, and not exceeds the highest standard provided in the "Procedures of Salary Management" of the Company.

Article 30-2

The Company may within the business scope and during the term of appointment of directors, purchase directors' liability insurance.

Article 30-3

The company is in accordance with the company Act, employees entitled to receive shares in accordance under the issuing company of the shares bought back, entitled to receive share subscription warrant in accordance. In issuing new shares, entitled to receive shares in accordance and eligible to receive new restricted employee shares may include personnel from subsidiaries under certain conditions.

Chapter VII – Supplemental Provisions

Article 31

The organization and enforcement rules of the Company shall be defined by the board of directors.

Article 32

and orders shall govern.

Article 33

This Article of Incorporation was enacted on June 28, 1984.

The first amendment was made on February 2, 1987.
The second amendment was made on July 1, 1988.
The third amendment was made on June 17, 1993.
The fourth amendment was made on March 26, 1995.
The fifth amendment was made on October 23, 1999.
The sixth amendment was made on December 6, 1999.
The seventh amendment was made on May 22, 2001.
The eighth amendment was made on September 12, 2001.
The ninth amendment was made on March 13, 2003.
The tenth amendment was made on June 6, 2003.
The eleventh amendment was made on December 10, 2003.
The twelfth amendment was made on January 29, 2004.
The thirteenth amendment was made on March 6, 2004.
The fourteenth amendment was made on September 4, 2004.
The fifteenth amendment was made on May 25, 2005.
The sixteenth amendment was made on October 12, 2006.
The seventeenth amendment was made on January 9, 2007.
The eighteenth amendment was made on June 19, 2009.
The nineteenth amendment was made on Jun 29, 2012.
The twentieth amendment was made on May 7, 2013.
The twenty-first amendment was made on May 6, 2014.
The twenty-second amendment was made on April 30, 2015.
The twenty-third amendment was made on April 26, 2016.
The twenty-fourth amendment was made on May 08, 2019.
The twenty-fifth amendment was made on April 29, 2022.
The twenty-sixth amendment was made on May 9, 2025.

Sunspring Metal Corporation
Chairman : Yang, Ching Chi

40 -

Appendix 2

SUNSPRING METAL CORPORATION

Rules of Procedure for Shareholders Meetings

(Current Edition)

Purpose:
To establish a strong governance system and sound supervisory capabilities for the Company'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 Scope of application:
The rules of procedures for the Company's shareholders meetings, except as otherwise provided by law, regulation, or the Articles of Incorporation, shall be as provided in these Rules.
Keyword:
None
Competence:
The revision of these rules is proposed by the financial department of the Finance & Accounting Division.
Contents:
5.1. Convening shareholders meetings and shareholders meeting notices
5.1.1. Unless otherwise provided by law or regulation, the Company's shareholders meetings shall be convened by the Board of Directors. Unless otherwise provided in the Regulations Governing the Administration of Shareholder Services of Public Companies, a company that will convene a shareholders' meeting with video conferencing shall expressly provide for such meetings in its Articles of Incorporation and obtain a resolution of its board of directors. Furthermore, convening of a virtual-only shareholders' meeting shall require a resolution adopted by a majority vote at a meeting of the board of directors attended by at least two-thirds of the total number of directors.
5.1.2. Changes to how the Company's 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.
5.1.3. This Company shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors, and upload them to the Market Observation Post System (MOPS) 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 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.

5.1.4. This Company shall make the meeting agenda and supplemental meeting materials in the 5.1.3. available to shareholders for review in the following manner on the date of the shareholders meeting:

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

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

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

5.1.5. 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.

5.1.6. 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 Company, or any matter under Article 185, paragraph 1 of the "Company Act", Articles 26-1 and Articles 43-6 of the "Securities and Exchange Act", Article 56-1 and Article 60-2 of the "Regulations Governing the Offering and Issuance of Securities", 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.

5.1.7. Where re-election of all directors 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.

5.1.8. A shareholder holding one percent or more of the total number of issued shares may submit to the Company a written proposal for discussion at a regular shareholders meeting. The number of items so proposed, however, is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. In addition, 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. Shareholders may submit proposed proposals to urge the Company to promote the public interest or fulfill its social responsibilities. The procedures. A shareholder holding one percent or more of the total number of issued shares may submit to the Company a written proposal for discussion at a regular shareholders meeting. The number of items so proposed, however, is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. In addition, 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. Shareholders may submit proposed proposals to urge the Company to promote the public interest or fulfill its social responsibilities. The procedures shall be limited to one item in accordance with the "Article 172-1 of the Company Act". Any proposal in excess shall be excluded from the agenda.

5.1.9. Prior to the book closure date before a annual shareholders meeting is held, the Company 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.

5.1.10. 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 annual shareholders meeting and take part in discussion of the proposal.

5.1.11. Prior to the date for issuance of notice of a shareholders meeting, the Company shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of 5.1.8. and 5.1.10.. At the shareholders meeting the Board of Directors

42 -

shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.

5.2. The delegation and authorization of attending shareholders' meeting

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

5.2.2. A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting, and shall deliver the proxy form to the Company before 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.

5.2.3. After a proxy form has been delivered to the Company, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to the Company before 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.

5.2.4. If, after a proxy form is delivered to this Company, a shareholder wishes to attend the shareholders meeting online, a written notice of proxy cancellation shall be submitted to the Company 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.

5.3. Principles determining the time and place of a shareholders meeting

5.3.1. The venue for a shareholders meeting shall be the premises of the Company, 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.

5.3.2. The restrictions on the place of the meeting shall not apply to 5.3.1. when the Company convenes a virtual-only shareholders meeting.

5.4. Handling of shareholders' check-in matters and Preparation of documents such as the attendance book

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

5.4.2. The time during which shareholder attendance registrations will be accepted, as stated in the 5.4.1., 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.

5.4.3. Shareholders shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. The Company may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.

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

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

5.4.6. 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

43 -

meeting.

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

5.4.8. In the event of a virtual shareholders meeting, the Company 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.

5.4.9. To convene a virtual shareholders meeting, this Corporation shall include the follow particulars in the shareholders meeting notice:

5.4.9.1. How shareholders attend the virtual meeting and exercise their rights.

5.4.9.2. Actions to be taken if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events, at least covering the following particulars:

5.4.9.2.1. To what time the meeting is postponed or from what time the meeting will resume if the above obstruction continues and cannot be removed, and the date to which the meeting is postponed or on which the meeting will resume.

5.4.9.2.2. Shareholders not having registered to attend the affected virtual shareholders meeting shall not attend the postponed or resumed session.

5.4.9.2.3. In case of a hybrid shareholders meeting, when the virtual meeting cannot be continued, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue. The shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, and the shareholders attending the virtual meeting online shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.

5.4.9.2.4. Actions to be taken if the outcome of all proposals have been announced and extraordinary motion has not been carried out.

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

5.5. The chair and non-voting participants of a shareholders meeting.

5.5.1. 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.

5.5.2. When a managing director or a director serves as chair, as referred to 5.5.1, 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.

5.5.3. It is advisable that shareholders meetings convened by the Board of Directors be chaired by the chairperson of the board in person and attended by a majority of the directors, and at least one member of each functional committee on behalf of the

44 -

committee. The attendance shall be recorded in the meeting minutes.

5.5.4. 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.

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

5.6. Documentation of a shareholders' meeting by audio or video

5.6.1. The Company, 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.

5.6.2. The recorded materials of 5.6.1. 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.

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

5.6.4. The information and audio and video recording in the 5.6.3. shall be properly kept by the Company 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.

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

5.7. The calculations of shares participated in shareholder's meeting and holding of the shareholders' meeting

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

5.7.2. 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.

5.7.3. 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, the Company shall also declare the meeting adjourned at the virtual meeting platform.

5.7.4. If the quorum is not met after two postponements as referred to in the 5.7.3., 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 the Company in accordance with the 5.4.7..

5.7.5. 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".

5.8. Discussion of proposals

5.8.1. 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

45 -

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.

5.8.2. The provisions of 5.8.1. apply mutatis mutandis to a shareholders meeting convened by a party with the power to convene that is not the Board of Directors.

5.8.3. The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the 5.8.1. and 5.8.2. (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.

5.8.4. 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.

5.9. Shareholder speech

5.9.1. 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.

5.9.2. 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.

5.9.3. 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.

5.9.4. 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.

5.9.5. 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.

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

5.9.7. 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 5.9.1. to 5.9.5. do not apply.

5.9.8. As long as questions so raised in accordance with the 5.9.7. 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.

5.10. Calculation of voting shares and recusal system

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

5.10.2. 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.

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

5.10.4. The number of shares for which voting rights may not be exercised under the

46 -

5.10.3. shall not be calculated as part of the voting rights represented by attending shareholders.

5.10.5. 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.

5.11. Ballot inspectors, supervision, and calculation method

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

5.11.2. When the Company 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 the Company avoid the submission of extraordinary motions and amendments to original proposals.

5.11.3. A shareholder intending to exercise voting rights by correspondence or electronic means under the 5.11.2. shall deliver a written declaration of intent to the Company 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.

5.11.4. 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 5.11.3 shall be made known to the Company, 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.

5.11.5. Except as otherwise provided in the "Company Act" and in the Company'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.

5.11.6. 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, and no further voting shall be required.

5.11.7. 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 the Company.

5.11.8. 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

47 -

the vote.

5.11.9. When the Company 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.

5.11.10. 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.

5.11.11. When the Company convenes a hybrid shareholders meeting, if shareholders who have registered to attend the meeting online in accordance with the 5.4.7. 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.

5.11.12. 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.

5.12. Election of directors and supervisors

5.12.1. The election of directors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes, as well as the list of unelected directors and the respective number of votes received.

5.12.2. The ballots for the election referred to in the 5.12.1. 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.

5.13. Meeting minutes and signature matters

5.13.1. 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.

5.13.2. The Company may distribute the meeting minutes of the 5.13.1. by means of a public announcement made through the MOPS.

5.13.3. 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. The minutes shall be retained for the duration of the existence of the Company.

5.13.4. Where a virtual shareholders meeting is convened, in addition to the particulars to be included in the meeting minutes as described in the 5.13.3., 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.

5.13.5. When convening a virtual-only shareholder meeting, other than compliance with the requirements in the 5.13.4., the Company shall specify in the meeting minutes alternative measures available to shareholders with difficulties in attending a virtual-only shareholders meeting online.

5.14. Public disclosure

5.14.1. On the day of a shareholders meeting, the Company 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

48 -

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, the Company 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.

5.14.2. During the Company'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.

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

5.15. Maintaining order at the meeting place

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

5.15.2. 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."

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

5.15.4. 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.

5.16. Recess and resumption of a shareholders meeting

5.16.1. 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.

5.16.2. 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.

5.16.3. 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".

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

5.18. When the Company convenes a virtual-only shareholders meeting, both the chair and secretary shall be in the same location, and the chair shall declare the address of their location when the meeting is called to order.

5.19. Handling of disconnection

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

5.19.2. In the event of a virtual shareholders meeting, when declaring the meeting open, the chair shall also declare, unless under a circumstance where a meeting is not required to be postponed or resumed at another time under Article 44-20, paragraph 4 of the "Regulations Governing the Administration of Shareholder Services of Public Companies", if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force

49 -

majeure events before the chair has announced the meeting adjourned, and the obstruction continues for more than 30 minutes, the meeting shall be postponed to or resumed on another date within five days, in which case Article 182 of the "Company Act" shall not apply.

5.19.3. For a meeting to be postponed or resumed as described in the 5.19.2., shareholders who have not registered to participate in the affected shareholders meeting online shall not attend the postponed or resumed session.

5.19.4. For a meeting to be postponed or resumed under the 5.19.2., the number of shares represented by, and voting rights and election rights exercised by the shareholders who have registered to participate in the affected shareholders meeting and have successfully signed in the meeting, but do not attend the postpone or resumed session, at the affected shareholders meeting, shall be counted towards the total number of shares, number of voting rights and number of election rights represented at the postponed or resumed session.

5.19.5. During a postponed or resumed session of a shareholders meeting held under the 5.19.2., no further discussion or resolution is required for proposals for which votes have been cast and counted and results have been announced, or list of elected directors.

5.19.6. When the Company convenes a hybrid shareholders meeting, and the virtual meeting cannot continue as described in 5.19.2., if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, still meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue, and not postponement or resumption thereof under the 5.19.2. is required.

5.19.7. Under the circumstances where a meeting should continue as in the 5.19.6., the shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, provided these shareholders shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.

5.19.8. When postponing or resuming a meeting according to the 5.19.2., the Company shall handle the preparatory work based on the date of the original shareholders meeting in accordance with the requirements listed under Article 44-20, paragraph 7 of the "Regulations Governing the Administration of Shareholder Services of Public Companies".

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

5.20. When convening a virtual-only shareholders meeting, the Company shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online. Except in the circumstances set out in Article 44-9, paragraph 6 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the shareholders shall at least be provided with connection facilities and necessary assistance, and the period during which shareholders may apply to the company and other related matters requiring attention shall be specified.

5.21. 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.

Related Documents

6.1. Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies (government regulations)

6.2. Company Act (government regulations)

6.3. Sample Template for XXX Co., Ltd. Rules of Procedure for Shareholders Meetings (government regulations)

50 -

6.4. Regulations Governing the Administration of Shareholder Services of Public Companies (government regulations)
6.5. Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies (government regulations)

Forms:
None.
Remarks:
None.
51 -

Appendix 3

Current shareholdings of directors and supervisors

(As of Mar. 02, 2026)

Position	Name	shareholdings
		shares	Shareholding ratio (%)
Director	He Yi Co., Ltd.
Representative: Yang, Ching Chi	24,267,957	12.13
Director	He Yi Co., Ltd.
Representative: Yang, Cheng Fa
Director	Yang, Shu Chuan	5,598,606	2.80
Independent Director	Chen, Yu Cheng	0	0
Independent Director	Li, Su Ying	0	0
Independent Director	Lin, Ying Ko	0	0
Independent Director	Hsu, Lien Kai	0	0
Total		29,866,563	14.93

Note 1: As required under Item6, Paragraph 1, Article 3 of the "Regulations Governing Content and Compliance Requirements for Shareholders' Meeting Agenda Handbooks of Public Companies".
Note 2: The above are calculated from our shareholders' registry, as of the record date.
Note 3: Total outstanding shares: 199,994,152 shares.
Note 4: The minimum total required shares of all non-independent directors: 11,999,649 shares (199,994,1527.5%80%)
Note 5: The minimum total required shares of all non-independent supervisors: The Company has established an audit committee and cancelled the appointment of all supervisors. Hence, this regulation does not apply. (if the Company has elected two or more independent directors, the share ownership figures calculated at the rates set forth in the preceding paragraph for all directors and supervisors other than the independent directors and shall be decreased by 20 percent according to Article 2-2 of Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies)
Note 6: The shares held by all directors are in compliance with regulatory requirements.

AI assistant

SSM — AGM Information 2026

51964_rns_2026-03-30_18347dda-a9e8-437f-8f21-b347fba516fb.pdf

Sunspring Metal Corporation

Annual General Meeting Handbook 2026

A. 2026 Annual General Meeting Agenda

B. Attachments

C. Appendixes

2026 Annual General Meeting Agenda

Report items

Ratification items

Discussion items

SUNSPRING METAL CORPORATION 2025 Business Report

Sunspring Metal Corporation

Audit Committee Review Report

Sunspring Metal Corporation

Comparison Table for the "Sustainable Development Best Practice Principles"

Before and After Revision

DECLARATION OF CONSOLIDATION OF FINANCIAL STATEMENTS OF AFFILIATES

INDEPENDENT AUDITORS' REPORT

Opinion

Basis for Opinion

Key Audit Matters

Revenue Recognition

Other Matter

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

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

Notice to Readers

SUNSPRING METAL CORPORATION AND SUBSIDIARIES

INDEPENDENT AUDITORS' REPORT

Opinion

Basis for Opinion

Key Audit Matters

Revenue Recognition

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

Auditors’ Responsibilities for the Audit of the Financial Statements

Notice to Readers

SUNSPRING METAL CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME

Sunspring Metal Corporation

Comparison Table for the "Rules of Procedure for Shareholders "

Before and After Revision

Sunspring Metal Corporation

Comparison Table for the "Articles of Incorporation"

Before and After Revision

Sunspring Metal Corporation Articles of Incorporation

Article 1

Article 2

Article 2-1

Article 2-2

Article 3

Article 4

Chapter II – Capital Stock

Article 5

Article 6

Article 7

Article 8

Article 9

Article 10

Article 11

Chapter III – Shareholders’ Meeting

Article 12

Article 12-1

Article 13

Article 14

Article 15

Article 16

Article 17

Article 17-1

Chapter IV – Directors and Functional Committees

Article 18

Article 18-1

Article 18-2

Article 19

Article 20

Article 21

Article 22

Article 23

Article 23-1

Article 24

SSM AGM Information 2026