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Star Comgistic AGM Information 2026

Apr 24, 2026

52440_rns_2026-04-24_4e0fb9d8-3d37-42ba-8d63-43a0f47019e9.pdf

AGM Information

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CQC 1986

Stock Code: 4930

2026 Annual Shareholders' Meeting

STAR COMGISTIC CAPITAL CO., LTD.

Meeting Handbook

May 27 2026


Table of Contents

Meeting Procedures... 1
Meeting Agenda... 2
One. Commencement of Meeting... 3
Two. Chairperson Remarks... 3
Three. Report Items... 3
Four. Proposed Resolutions... 4
Five. Extraordinary Motions... 4
Six. Adjournment... 4
Seven. Exhibits... 5
I. 2025 Business Report... 5
II. Audit Committee’s Review Report... 8
III. 2025 Standalone Financial Reports and Consolidated Financial Report and Independent Auditor's Report... 9
IV. The Company’s 2025 Appropriation of Earnings... 31
Eight. Appendix... 32
I. “Articles of Incorporation”... 32
II. “Rules of Procedures for Shareholders' Meeting”... 39
III. Directors’ Shareholding... 50


Star Comgistic Capital Co., Ltd.

Procedures for the 2026 Annual General Meeting of Shareholders

One. Commencement of Meeting

Two. Chairperson Remarks

Three. Report Items

Four. Proposed Resolutions

Five. Extraordinary Motions

Six. Adjournment


Star Comgistic Capital Co., Ltd.
2026 Annual General Shareholders’ Meeting Agenda

Convening Method: For physical shareholders meeting
Time: May 27, 2026 (Wednesday), 09:00 a.m.
Venue: 6F, No, 331, Sec. 1, Tiding Blvd., Neihu Dist., Taipei City

One. Commencement of Meeting
Two. Chairperson Remarks

Three. Report Items
I. The Company’s 2025 Business Report.
II. The Audit Committee’s Review Report on 2025 Financial Statement.
III. The Company’s 2025 Cash Dividend Distribution from Retained Earnings.
IV. The Company’s 2025 Employee Remuneration Allocation.

Four. Proposed Resolutions
I. To accept 2025 Final Accounts Statement.
II. Approval of the Company’s 2025 Earnings Distribution.

Five. Extraordinary Motions
Six. Adjournment


One. Commencement of Meeting
Two. Chairperson Remarks
Three. Report Items

I. The Company’s 2025 Business Report.
[Explanatory Notes] Business Report is attached as hereto as Exhibit I, please refer to page 5~7.

II. The Audit Committee’s Review Report on the 2025 Financial Statement.
[Explanatory Notes] The Audit Committee’s Review Report is attached as here to as Exhibit II, please refer to page 8.

III. The Company’s 2025 Cash Dividend Distribution from Retained Earnings, submitted for review.
[Explanatory Notes] The profit distribution has been passed by the Board resolution on March 11, 2026, approving the distribution of cash dividends of TWD 48,000,000 at TWD 0.6 per share. The cash dividends distribution has been completed on April 24, 2026.

IV. The Company’s 2025 employee remuneration allocation.
[Explanatory Notes]

  1. The Company’s profit audited by CPAs in 2025 (profit before tax excluding remuneration of employees) was TWD 51,214,355. According to Article 22 of the Articles of Incorporation, the Company intends to appropriate 0.2% as remuneration of employees, totaling TWD 102,429, to be fully distributed in cash. Additionally, it is proposed to appropriate 0.8% for distribution of remuneration to entry-level employees, with an expected total distribution amount of NT$409,715 to a total of 19 persons; all will be paid in cash.

  2. In accordance with the Letter Financial-Supervisory-Securities-Corporate-1130385442 issued by the Financial Supervisory Commission (hereinafter referred to as the FSC) on November 8, 2024, the scope of entry-level employees refers to those who are not managerial officers of the Company and whose salary levels are lower than the benchmarks established by the Company in accordance with relevant regulations and internal control systems; among them, the actual average monthly regular salary level for entry-level employees adopted in 2025 does not exceed NT$63,000. The aforementioned scope of managerial officers is based on the provisions of Decree NO.Financial-Supervisory-Securities-Corporate-1120384295 issued by the FSC on October 4, 2023.

  3. Recipients of the employee remuneration are limited to the employees of the Company


and of affiliated companies. The amount for distribution is determined based on a series of factors such as years of service, job rank, work performance, overall contribution or special achievements and employee qualifications. The Chairperson must be given full authority to handle all relevant matters.

Four. Proposed Resolutions

[Proposed Resolutions]: To accept 2025 Final Accounts Statement.

[Proposed by the Board of Directors]

[Explanatory Notes]

I. The Company's 2025 Standalone Financial Reports and Consolidated Financial Report were audited by independent auditors, Ms. Wei-Li Hsieh and Mr. Song-Tse Wang of PricewaterhouseCoopers Taiwan (PwC Taiwan) for your approval.
II. The Audit Committee has examined the above-mentioned reports along with the business reports (please refer to the attached Exhibit I, page 5~7) for your approval.
III. 2025 Standalone Financial Reports and Consolidated Financial Report and Independent Auditor's Report, please refer to Exhibit III on pages 9~30.
IV. For your approval.

[Resolution]

[Proposal] Approval of the Company's 2025 Earnings Distribution.

[Proposed by the Board of Directors]

[Explanatory Notes]

I. The Company's 2025 earnings distribution proposal has been reviewed by the Audit Committee and approved by the Board of Directors. Please refer to Exhibit IV on page 31 for the earnings distribution table, and submit it to the general shareholders' meeting for ratification.
II. For your approval.

[Resolution]

Five. Extraordinary Motions

Six. Adjournment


Seven. Exhibits

Star Comgistic Capital Co., Ltd.
2025 Business Report

Dear Shareholders :

Factors such as geopolitics, ongoing wars, and trade protectionism persisted throughout 2025. Coupled with the slowing pace of interest rate cuts by the Federal Reservey System and sustained inflation, these factors influenced the uncertainty of export trade. Furthermore, the continued high cost of bulk raw materials and price competition among various brand markets simultaneously affected order prices and profit performance on the manufacturing side. The Company's management team continuously refined various management measures to optimize overall operational efficiency, responding to various subjective and objective influences. Adhering to professional design and specialized manufacturing, we actively invested in product research and development innovation to meet consumer needs, enhance market competitive advantages, and continuously improve sales and profitability.

Explanation of the Company's 2025 operation results and 2026 business plan overview as below:

I. 2025 Business Performance

In 2025, the operating revenue of the Home Appliance Business was approximately TWD 5.951 billion, a decrease of approximately 24.84% compared to 2024. The pre-tax net profit for 2025 was approximately TWD 141 million, a decrease of 74.03% compared to 2024. The fluctuations in profit and loss were mainly due to international market competition and a conservative approach to orders from Americas customers, while raw material costs remained high, leading to a decline in the overall gross profit margin. The overall operating performance of other invested businesses did not show significant changes compared to the same period.

Based on the aforementioned operating results, the Company's consolidated revenue for 2025 was TWD 5.968 billion, compared to TWD 7.944 billion in 2024, representing a year-over-year decrease of 24.87%. The net profit attributable to the owners of the parent company for 2025 was TWD 48 million, a decrease of 77.46% compared to TWD 213 million in 2023, with earnings per share after tax of TWD 0.6.


1. Business Plan Implementation Results:

Unit: TWD 100 million

Item Year ended December 31, 2025 Year ended December 31, 2024 Difference in amount
Amount % Amount % Difference in amount Difference in percentage (%)
Consolidated operating 59.68 100.00 79.44 100.00 (19.76) (24.87)
Gross profit 8.64 14.48 12.59 15.85 (3.95) (31.37)
Operating expenses 8.43 14.12 9.09 11.45 (0.66) (7.26)
Operating profit 0.21 0.36 3.50 4.40 (3.29) (94.00)
Net income 1.23 2.06 4.29 5.40 (3.06) (71.33)
Net income attributable to shareholders of the parent 0.48 0.80 2.13 2.69 (1.65) (77.46)
Earnings per share (TWD) 0.60 2.67 (2.07)
  1. Budget implementation: The 2025 consolidated operating revenue was TWD 5.968 billion, the achievement rate was $66.51\%$ .

  2. Financial revenue and expenditure and profitability analysis:

Item Year ended December 31, 2025 Year ended December 31, 2024
Financial structure Debt to asset ratio (%) 43.75 47.65
Long-term fund to property, plant, and equipment ratio (%) 1023.23 1146.99
Liquidity analysis Current ratio (%) 333.81 227.96
Quick ratio (%) 293.39 198.83
Operating capability Inventory turnover (times) 5.78 7.73
Total assets turnover (times) 0.50 0.66
Profitability Return on assets (%) 1.67 4.21
Return on equity (%) 1.91 6.75
Net margin (%) 2.06 5.40

II. Summary of Business Plan 2026

The key business plans for 2026 are as follows:

  1. The home appliance business remains committed to innovation R&D and technical application. Under the established core product line business units, we continue to focus on iterative technological advancements and IoT applications to enhance product added value. We have implemented a strategic division of labor between our Zhangzhou and Indonesia plants. The Tsann Kuen (Zhang Zhou) Park is undergoing transformation and

upgrading to build a core supply chain and collaborative ecosystem, thereby enhancing synergy and value innovation. In response to global trade protectionism and tariff issues, we continue to strengthen the production and sales functions of our Indonesia plant while simultaneously expanding into emerging markets. We are cultivating strategic clients and intensifying cooperation to improve quality, service, cost, and delivery timelines. We actively expand into emerging markets, promote market diversification, and broaden the regional product roadmap. We also continuously develop our own brand, OEM, and brand distribution businesses in the Taiwan and China markets.

  1. The Coffee Roasting Business will continue to develop coffee beans with different flavors, develop filter and hanging bag products, and expand the online website sales platform and offline customers' product marketing channels through promotional activities in response to the running schedule.

  2. The Company continues to optimize its reinvestment businesses, improve operation efficacy and various expenditure control to enhance profitability and return on investment.

Chairperson: Chi-Tien Lin

Managerial Officer: Yung-Chuan Yang

Chief Accountant: Yeh-Sheng Huang


Star Comgistic Capital Co., Ltd.

Audit Committee’s Review Report

The Board of Directors has prepared the Company’s 2025 business report, standalone financial reports, consolidated financial report, and the earnings appropriation proposal. The standalone and consolidated financial reports have been audited by independent auditors, Ms. Wei-Li Hsieh and Mr. Song-Tse Wang of PricewaterhouseCoopers Taiwan (PwC Taiwan), to which the firm has issued an Independent Auditor's Report. We have reviewed the above business report, standalone financial reports, consolidated financial report, and the earnings appropriation proposal without identifying any inconsistency, so we have issued a report as above in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act. Please proceed to review it.

Submitted to

The 2026 Annual General Meeting of Shareholders, Star Comgistic Capital Co., Ltd.

I-Hu Wu

Independent Directors: Yan-Ching Wang

Hui-Chien Li

March 11 2026


Independent Auditors' Report

(2026) Cai-Shen-Bao-Zi No. 25004854

To the Board of Directors of Star Comgistic Capital Co., Ltd.:

Opinion

We have audited the accompanying consolidated balance sheets of Star Comgistic Capital Co., Ltd. and its Subsidiaries (the "Group") as of December 31, 2025 and 2024, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, based on the audit results of the independent auditors and the audit report of other accountants (please refer to the other-matter paragraph), the accompanying consolidated financial statements present fairly, in all material respects, the 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 Regulation Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed and issued into effect by the Financial Supervisory Commission.

Basis for Opinion

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

Key Audit Matters

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

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

Timing of revenue recognition for export sales revenue

Description

The basis for revenue recognition by the home appliances department of the Group, referenced mainly on the trading terms and conditions of the export sales. There are possibilities of inappropriate


timing of revenue recognition due to the procedures for revenue recognition which requires many manual operations, especially during times of enormous trading volumes with high shipping frequency. Therefore, the accuracy of the timing of revenue recognition for export sales is listed as one of the key audit matters.

How our audit addressed the matter

Our audit procedures in relation to the above key audit matter included:

  1. Understand and assess the internal control of the company relating to the cut-off for revenues of export sales and verify the appropriateness for the timing of revenue recognition.
  2. Performed Cut-off tests on sales revenues transactions, including verifying the trading terms and conditions for exports to ensure that the sales revenue had been recorded in the period accordingly.

Accounting estimates for inventory valuation

Description

Refer to Note IV (XIII) for accounting policy for inventory valuation, Note V (II) for the uncertainties of accounting estimates for inventory valuation and assumptions, and Note VI (V) for explanation for inventory accounting titles. The inventory cost and allowance for inventory valuation losses balances as of December 31, 2025, are TWD 978,734 thousand and TWD 103,856 thousand.

The main business of the Group, is the manufacture and sales of small home appliances. Due to the competitive market nature, the continuous launching of new products may result in volatility of product prices. This could in turn affect the estimation outcomes of the net realizable value for the inventory valuation.

The Group needs to make adjustments at any time to the stocking demands in response to the sales market and development strategies. As the related inventory amount is considered significant, the management must conduct valuation based on the cost or net realizable value, whichever is lower. Since the evaluation of inventories is subject to management's judgment and the accounting estimations will have significant influence on the inventory values, we considered the valuation of inventories as one of the key audit matters.

How our audit addressed the matter

Our audit procedures in relation to the above key audit matter included:

  1. We have evaluated the policy adopted for the allowance for inventory write-down based on our understanding of the nature of the Group's operations and industry.
  2. The basis for the net realizable value test complies with the policy of the Group. Calculation is performed by taking the net realizable value of the individual inventory number from random sampling.
  3. We have obtained details of obsolete inventory individually identified by the management level, and have checked the relevant supporting information for identification of inventory obsolescence and crosschecked the account record.

Other matters - Reference to the reports of other auditors

We did not audit the consolidated financial statements of some of the subsidiaries listed in the consolidated financial statements of the Group, their financial statements are not audited and verified by us but by other independent auditors. Therefore, in our opinion of the above-mentioned consolidated financial statement, the amounts listed in the financial statement of these subsidiaries and the relevant information disclosed in Note 13 are based on the audit reports of other independent auditors. The total assets for the subsidiaries are TWD 2,476,467 thousand and TWD 2,140,260 thousand as at December 31, 2025 and 2024, constituting 21.96% and 17.08% of the consolidated total assets; the net operating revenue of TWD 950,126 thousand and TWD 558,786 thousand, for the years ended December 31, 2025 and 2024, constituting 15.92% and 7.03% of the consolidated net operating revenue, respectively.

Other matters - Parent company only financial reports

We have audited and expressed an unqualified opinion and an other-matter paragraph on the parent company only financial statements of Star Comgistic Capital Co., Ltd. as of and for the years ended December 31, 2025 and 2024.

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

The 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, interpretations and announcements endorsed and issued into effect by the Financial Supervisory Commission, and to maintain Internal controls necessary for the preparation of financial statements to ensure that the consolidated financial statements are free of material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the management is responsible for assessing the Group's ability to continue as a going concerns, 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 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 financial reporting process.

Auditor's 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 auditor statement. Reasonable assurance is a high level of assurance. However, the auditing conducted in accordance with the auditing standards of the Republic of China cannot guarantee that it will be able to detect material misstatements in the consolidated financial statements. Misstatement 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.


We exercise professional skepticism during the audit in accordance with the auditing standards of the Republic of China. We also:

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

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

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

  4. Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the 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.

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

  6. Obtain sufficient appropriate audit evidence regarding the financial information of the 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 all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the 2025 consolidated financial statements 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.


For and on behalf of PricewaterhouseCoopers, Taiwan

Wei-Li Hsieh

Independent

Auditors

Song-Tse Wang

Financial Supervisory Commission (FSC)

Approved letter:

No.Financial-Supervisory-Securities-Auditing-1140351490.

No.Financial-Supervisory-Securities-Auditing-1110349013

March 11, 2026


Star Comgistic Capital Co., Ltd. and Subsidiaries
Consolidated Statement of Comprehensive Income
For the years ended December 31, 2025 and 2024
Expressed in thousands of TWD
(Other than earnings per share in TWD)

Assets Notes December 31, 2025 December 31, 2024
Amount % Amount %
Current assets
1100 Cash and cash equivalents VI (I) $ 2,345,578 21 $ 2,533,580 20
1110 Financial assets at fair value through profit or loss - current VI (II) and XII (III) - - 231,920 2
1136 Financial assets at amortized cost - current VI (III) 3,604,666 32 2,687,601 22
1170 Accounts receivable, net VI (IV) 611,731 5 924,970 7
1180 Accounts receivable - related parties VII 21,991 - 18,718 -
1200 Other receivables 204,067 2 131,689 1
1210 Other receivables related parties VII 4 - 3 -
1220 Current income tax assets 5,085 - 1,335 -
130X Inventories VI (V) 874,878 8 891,481 7
1410 Prepayments 61,360 1 67,004 1
1476 Other financial assets - current VIII 2,000 - 13,323 -
1479 Other current assets - others 101 - 27 -
11XX Total current assets 7,731,461 69 7,501,651 60
Non-current assets
1510 Financial assets at fair value through profit or loss - non-current VI (II) and XII (III) 179 - 182 -
1535 Financial assets at amortized cost - non-current VI (III) 932,761 8 2,460,850 20
1550 Investments accounted for under equity method VI (VI) 57,223 1 20,909 -
1600 Property, plant, and equipment VI (VII) and VII 875,559 7 805,709 6
1755 Right-of-use assets VI (VIII) 1,116,029 10 1,177,878 9
1760 Investment property, net VI (X) 153,266 1 159,645 1
1780 Intangible assets VI (XI) 689 - 517 -
1840 Deferred income tax assets VI (XXIII) 312,228 3 318,390 3
1920 Refundable deposits VII 3,501 - 4,875 -
1975 Net defined benefit assets - non-current VI (XIV) 233 - 181 -
1990 Other non-current assets - others 91,961 1 81,457 1
15XX Total non-current assets 3,543,629 31 5,030,593 40
1XXX Total assets $ 11,275,090 100 $ 12,532,244 100

(Continued to the next page)


Star Comgistic Capital Co., Ltd. and Subsidiaries
Consolidated Statement of Comprehensive Income
For the years ended December 31, 2025 and 2024

Expressed in thousands of TWD
(Other than earnings per share in TWD)

Liabilities and equity Notes December 31, 2025 December 31, 2024
Amount % Amount %
Current liabilities
2100 Short-term borrowings VI (XIII) $ - - $ 174,500 1
2130 Contract liabilities - current VI (XVIII) 109,891 1 78,362 1
2150 Notes payable 9,948 - 88,406 1
2170 Accounts payable 1,576,829 14 2,218,214 18
2180 Accounts payable - related parties VII 26,718 - 31,581 -
2200 Other payables 506,788 4 560,409 4
2230 Current income tax liabilities 16,319 - 65,401 1
2280 Lease liabilities - current 55,767 1 56,229 -
2399 Other current liabilities - others 13,843 - 17,719 -
21XX Total current liabilities 2,316,103 20 3,290,821 26
Non-current liabilities
2570 Deferred income tax liabilities VI (XXIII) 837,805 8 890,725 7
2580 Lease liabilities - non-current 1,735,933 16 1,744,358 14
2645 Guarantee deposits received VII 41,966 - 45,691 1
2670 Other non-current liabilities - others 509 - 509 -
25XX Total non-current liabilities 2,616,213 24 2,681,283 22
2XXX Total liabilities 4,932,316 44 5,972,104 48
Equity attributable to owners of the parent
Share capital VI (XV)
3110 Common stock 800,000 7 800,000 6
Capital surplus VI (XVI)
3200 Capital surplus 1,785,848 16 1,785,848 14
Retained earnings VI (XVII)
3310 Legal reserve 149,618 1 128,279 1
3320 Special reserve 469,261 4 469,261 4
3350 Undistributed retained earnings 270,992 2 372,608 3
Other equity
3400 Other equity ( 262,199) ( 2) ( 199,022) ( 1)
31XX Total equity attributable to owners of the parent 3,213,520 28 3,356,974 27
36XX Non-controlling interests IV (III) 3,129,254 28 3,203,166 25
3XXX Total equity 6,342,774 56 6,560,140 52
Significant contingent liabilities and unrecognized contractual commitment IX
Significant events after balance sheet date XI
3X2X Total liabilities and equity $ 11,275,090 100 $ 12,532,244 100

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

Chairman: Chi-Tien Lin
Managerial Officer: Yung-Chuan Yang
Chief Accountant: Yeh-Sheng Huang


Star Comgistic Capital Co., Ltd. and Subsidiaries
Consolidated Statement of Comprehensive Income
For the years ended December 31, 2025 and 2024

Expressed in thousands of TWD
(Other than earnings per share in TWD)

Item Notes Year ended December 31, 2025 Year ended December 31, 2024
Amount % Amount %
4000 Operating revenue VI (XVIII) and VII $ 5,968,277 100 $ 7,943,788 100
5000 Total operating cost VI (V)(XXII) and VII ( 5,104,285) ( 86) ( 6,684,550) ( 84)
5900 Gross profit 863,992 14 1,259,238 16
Operating expenses VI (XXII) and VII
6100 Selling expenses ( 210,697) ( 4) ( 270,537) ( 3)
6200 General administrative expenses ( 367,085) ( 6) ( 354,560) ( 5)
6300 R&D expenses ( 261,247) ( 4) ( 290,175) ( 4)
6450 Expected credit impairment gain (loss) XII (II) ( 3,741) - 5,904 -
6000 Total operating expenses ( 842,770) ( 14) ( 909,368) ( 12)
6900 Operating profit 21,222 - 349,870 4
Non-operating income and expense
7100 Interest revenue VI (XIX) 169,730 3 164,579 2
7010 Other income VI (XX) 45,590 1 16,011 -
7020 Other gains and losses VI (XXI) 1,621 - 112,183 2
7050 Financial costs VI (VIII)(XIII) ( 93,982) ( 2) ( 100,840) ( 1)
7055 Expected credit impairment gain (loss) 158 - ( 239) -
7060 Share of losses of associates and joint ventures accounted for under equity method VI (VI) ( 4,706) - 2,851 -
7000 Total non-operating income and expenses 118,411 2 194,545 3
7900 Profit before income tax 139,633 2 544,415 7
7950 Income tax expense VI (XXIII) ( 16,551) - ( 115,419) ( 2)
8200 Profit $ 123,082 2 $ 428,996 5
Total other comprehensive income (loss) for the year
Components of other comprehensive income that will not be reclassified to profit or loss
8311 Gain on remeasurements of defined benefit plans VI (XIV) $ 14 - $ 11 -
8349 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss VI (XXIII) ( 3) - ( 2) -
8310 Other comprehensive income that will not be reclassified into profit or loss 11 - 9 -
Components of other comprehensive income that will be reclassified to profit or loss
8361 Exchange differences arising from the translation of foreign operations' financial statements ( 151,993) ( 3) 312,473 4
8399 Income tax related to components of other comprehensive income that will be reclassified VI (XXIII) 15,794 - ( 25,620) -
8360 Other comprehensive loss that will be reclassified to profit or loss ( 136,199) ( 2) 286,853 4
8300 Total other comprehensive income (loss) for the year ( $ 136,188) ( 2) $ 286,862 4
8500 Total comprehensive income for the current period ( $ 13,106) - $ 715,858 9
Net income attributable to:
8610 Shareholders of the parent $ 47,712 1 $ 213,383 3
8620 Non-controlling interests 75,370 1 215,613 2
$ 123,082 2 $ 428,996 5
Total comprehensive income attributable to:
8710 Shareholders of the parent ( $ 15,454) - $ 315,874 4
8720 Non-controlling interests 2,348 - 399,984 5
( $ 13,106) - $ 715,858 9
Basic earnings per share
9750 Total basic earnings per share VI (XXIV) $ 0.60 $ 2.67
Diluted earnings per share
9850 Total diluted earnings per share VI (XXIV) $ 0.60 $ 2.66

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

Chairman:
Chi-Tien Lin

Managerial Officer:
Yung-Chuan Yang

Chief Accountant:
Yeh-Sheng Huang


Star Comgistic Capital Co., Ltd. and Subsidiaries
Consolidated Statement of Comprehensive Income
For the years ended December 31, 2025 and 2024
Expressed in thousands of TWD
(Other than earnings per share in TWD)

Notes Equity attributable to owners of the parent
Retained earnings Other equity Total Non-controlling interests Total equity
Common stock Capital surplus Legal reserve Special reserve Undistributed retained earnings Exchange differences arising from the translation of foreign operations' financial statements
Year ended December 31, 2024
Balance at January 1, 2024 $ 800,000 $ 1,785,848 $ 99,398 $ 469,261 $ 372,097 ($ 301,504) $ 3,225,100 $ 2,922,877 $ 6,147,977
Profit - - - - 213,383 - 213,383 215,613 428,996
Other comprehensive income (loss) - - - - 9 102,482 102,491 184,371 286,862
Total comprehensive income for the current period - - - - 213,392 102,482 315,874 399,984 715,858
Appropriations of 2023 earnings: VI (XVII)
Legal reserve - - 28,881 - ( 28,881) - - - -
Cash dividends - - - - ( 184,000) - ( 184,000) - ( 184,000)
Decrease in non-controlling interests - - - - - - - ( 119,695) ( 119,695)
Balance at December 31, 2024 $ 800,000 $ 1,785,848 $ 128,279 $ 469,261 $ 372,608 ($ 199,022) $ 3,356,974 $ 3,203,166 $ 6,560,140
Year ended December 31, 2025
Balance at January 1, 2025 $ 800,000 $ 1,785,848 $ 128,279 $ 469,261 $ 372,608 ($ 199,022) $ 3,356,974 $ 3,203,166 $ 6,560,140
Profit - - - - 47,712 - 47,712 75,370 123,082
Other comprehensive income (loss) - - - - 11 ( 63,177) ( 63,166) ( 73,022) ( 136,188)
Total comprehensive income for the current period - - - - 47,723 ( 63,177) ( 15,454) 2,348 ( 13,106)
Appropriations of 2024 earnings: VI (XVII)
Legal reserve - - 21,339 - ( 21,339) - - - -
Cash dividends - - - - ( 128,000) - ( 128,000) - ( 128,000)
Decrease in non-controlling interests - - - - - - - ( 76,260) ( 76,260)
Balance at December 31, 2025 $ 800,000 $ 1,785,848 $ 149,618 $ 469,261 $ 270,992 ($ 262,199) $ 3,213,520 $ 3,129,254 $ 6,342,774

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

Chairman:
Chi-Tien Lin

Managerial Officer:
Yung-Chuan Yang

Chief Accountant:
Yeh-Sheng Huang

17


Star Comgistic Capital Co., Ltd. and Subsidiaries
Standalone statement of cash flows
For the years ended December 31, 2024 and 2023
Expressed in thousands of TWD

Notes For the year ended December 31, 2024 For the year ended December 31, 2023
Cash flows from operating activities
Profit before income tax $ 139,633 $ 544,415
Adjustment items
Adjustments to reconcile profit (loss)
Depreciation (including investment property and right-of-use asset) VI (XXII) 196,685
Amortization expenses VI (XXII) 946
Expected credit impairment (reversal gain) loss 3,583 ( 5,665 )
Net gain on financial assets or liabilities at fair value through profit (loss) - ( 4,277 )
Interest expenses 93,982 100,840
Interest revenue VI (XIX) ( 169,730 )
Share of profits (loss) of associates and joint ventures accounted for under equity method VI (VI) 4,706
Gain on disposal of property, plant, and equipment VI (XXI) 441
Gains on disposals of investment VI (XXI) -
Reversal of impairment loss on non-financial assets VI (XII) (XXI) -
Impairment loss of non-financial assets VI (XII) (XXI) 2,248
Changes in assets and liabilities related to operating activities
Changes in assets related to operating activities
Financial assets mandatorily at fair value through profit or loss 220,379 1,906,813
Accounts receivable 279,289 ( 21,712 )
Accounts receivable - related parties 2,860 1,561
Other receivables 30,003 ( 27,343 )
Other receivables related parties 1 1,738
Inventories ( 3,871 ) ( 9,349 )
Prepayments 3,744 29,978
Other current assets - others ( 76 ) ( 1 )
Net defined benefit assets ( 38 ) ( 41 )
Changes in liabilities related to operating activities
Contract liabilities - current 31,927 ( 1,055 )
Notes payable ( 74,382 46,677
Accounts payable 581,021 100,228
Accounts payable - related parties ( 2,483 ) ( 2,571 )
Other payables 37,239 55,923
Other current liabilities 3,431 2,481
Cash inflow generated from operations 127,938 2,762,492

(Continued to the next page)

~18~


Star Comgistic Capital Co., Ltd. and Subsidiaries
Consolidated Statement of Comprehensive Income
For the years ended December 31, 2025 and 2024
Expressed in thousands of TWD
(Other than earnings per share in TWD)

Notes For the year ended December 31, 2025 For the year ended December 31, 2024
Interest received $ 193,397 $ 125,441
Interest paid ( 72,606 ) ( 79,304 )
Dividends received 2,521 3,128
Income tax refunded 35 244
Income tax paid ( 94,733 ) ( 288,487 )
Net cash flows from operating activities 156,552 2,523,514
Cash flows from investing activities
Decrease of other financial assets 10,759 13,007
Acquisition of financial assets at amortized cost ( 1,577,934 ) ( 4,851,252 )
Repayment of principal upon maturity for financial assets measured at amortized cost 2,032,387 2,195,392
Acquisition of property, plant, and equipment VI (XXV) ( 268,201 ) ( 183,047 )
Acquisition of investment property VI (X) ( 2,102 ) ( 206 )
Disposals of property, plant and equipment 4,849 14,223
Acquisition of equity-method investments ( 45,200 ) -
Decrease (increase) in refundable deposits 1,248 ( 779 )
Acquisition of intangible assets VI (XI) ( 1,141 ) ( 146 )
Decrease in other non-current assets 10,369 15,689
Net cash flows used in investment activities ( 165,034 ) ( 2,797,119 )
Cash flows from financing activities
Increase (decrease) in short-term borrowings VI (XXVI) 175,012 156,500
Decrease in guarantee deposits received VI (XXVI) ( 2,792 ) ( 12,104 )
Payments of cash dividends VI (XVII) ( 128,000 ) ( 184,000 )
Cash dividends received from subsidiaries ( 76,260 ) ( 119,695 )
Payments of lease liabilities VI (XXVI) ( 5,514 ) ( 4,228 )
Net cash flows used financing activities ( 387,578 ) ( 163,527 )
Effect of foreign exchange 122,010 141,739
Net decrease in cash and cash equivalents ( 188,002 ) ( 295,393 )
Cash and cash equivalents at beginning of year 2,533,580 2,828,973
Cash and cash equivalents at end of year $ 2,345,578 $ 2,533,580

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

Chairman: Chi-Tien Lin
Managerial Officer: Yung-Chuan Yang
Chief Accountant: Yeh-Sheng Huang

~19~


Independent Auditors' Report

(2026) Cai-Shen-Bao-Zi No. 25003647

To the Board of Directors and Stakeholders of Star Comgistic Capital Co., Ltd.

Opinion

We have audited the accompanying parent company only balance sheet of Star Comgistic Capital Co., Ltd. (the "Company") as of December 31, 2025 and 2024, and the parent company only statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the parent company only financial statements, including a summary of significant accounting policies.

In our opinion, based on the audit results of the independent auditors and the audit report of other accountants (please refer to the other-matter paragraph), the accompanying parent company only financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and its parent company only financial performance and its parent company only cash flows for the years then ended in accordance with the Regulation 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 auditing standards of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audit results and the audit report of other accountants, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

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

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


The consolidated financial position and consolidated financial performance of the subsidiaries of the Company, Tsann Kuen (Xiamen) Enterprise Co., Ltd. and subsidiaries (“Tsann Kuen (Xiamen) Group”), have significant impacts to the parent company only financial statements of the Company. Therefore, we listed the key audit matters, the accounting estimates for the timing of revenue recognition for export sales and inventory valuation, as the most significant matters.

Investments accounted for under equity method - Timing of revenue recognition for export sales revenue

Description

The basis for revenue recognition by the subsidiary of the Company, Tsann Kuen (Xiamen) Group, referenced mainly on the transaction terms and conditions of the export sales. The procedures for the revenue recognition involves manual checking of sales status and relevant documents, especially during times of enormous trading volumes with high shipping frequency, it may have a significant effect on the appropriateness of revenue recognition. Therefore, we consider the accuracy of the timing of revenue recognition for export sales as one of the key audit matters.

How our audit addressed the matter

Our audit procedures in relation to the above key audit matter included:

  1. Understand and assess the internal control of the company relating to the cut-off for revenues of export sales and verify the appropriateness for the timing of revenue recognition.
  2. Performed Cut-off tests on sales revenues transactions, including verifying the trading terms and conditions for exports to ensure that the sales revenue had been recorded in the period accordingly.

Investments accounted for under equity method - Accounting estimates for inventory valuation

Description

The main business of Tsann Kuen (Xiamen) Group, a subsidiary of the Company, is the manufacturing and sales of small home appliances. Due to the competitive market nature, the continuous launching of new products might have resulted in the volatility of product prices. This could in turn affect the estimation outcomes of the net realizable value for the inventory valuation.

The subsidiary of the Company, Tsann Kuen (Xiamen) Group, needs to continually adjust due to stocking demand in response to the sales market and development strategies. As the related inventory amount is considered significant, the management must conduct valuation based on the cost or net realizable value, whichever is lower. Since the evaluation of inventories is subject to management's

~21~


judgment and the accounting estimations will have significant influence on the inventory values, we considered the valuation of inventories as one of the key audit matters.

How our audit addressed the matter

Our audit procedures in relation to the above key audit matter included:

  1. We have evaluated the policy adopted for the allowance for inventory write-down based on our understanding of the nature of the company's operations and industry.
  2. The basis for the net realizable value test complies with the policy of the company. Calculation is performed by taking the net realizable value of the individual inventory number from random sampling.
  3. We have obtained details of obsolete inventory individually identified by the management level, and have checked the relevant supporting information for identification of inventory obsolescence and crosschecked the account record.

Other matter - Reference to the reports of other auditors

For some of the investees under the equity method included in the parent company only financial statements of Star Comgistic Capital Co., Ltd., their financial statements have not been audited by us but by other CPAs. Therefore, the opinion expressed by our firm on the aforementioned financial statements, with respect to the amounts included for these companies' financial statements, is based on the audit reports of other auditors.

The above investments accounted for using equity method on December 31, 2025 and 2024, was TWD 1,092,607 thousand and TWD 904,565 thousand, accounting for 28.59% and 21.61% the total assets, respectively. For the years ended December 31, 2025 and 2024, the comprehensive loss recognized for the above-mentioned company was TWD 24,701 thousand and TWD 27,825 thousand, accounting for 159.84% and (8.81%) of total comprehensive income.

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

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

In preparing the parent company only financial statements, management is responsible for assessing the ability of the Company to continue as a going concern, disclosing, as applicable, matters

~22~


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 Audit Committee, are responsible for overseeing the financial reporting process of the Company.

Independent auditors’ responsibilities for the audit of the parent company only financial statements

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

We exercise professional skepticism during the audit in accordance with the auditing standards of the Republic of China. We also:

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

~23~


statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  1. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision, and performance of the 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 all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

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

For and on behalf of PricewaterhouseCoopers, Taiwan

Wei-Li Hsieh

Independent

Auditors

Song-Tse Wang

Financial Supervisory Commission (FSC)

Approved

letter

No.Financial-Supervisory-Securities-Auditing-1140351490.

No.Financial-Supervisory-Securities-Auditing-1110349013

March 11, 2026


Star Comgistic Capital Co., Ltd.
Standalone Balance Sheet
December 31, 2025 and 2024
Expressed in thousands of TWD

Assets Notes December 31, 2025 December 31, 2024
Amount % Amount %
Current assets
1100 Cash and cash equivalents VI (I) $ 169,677 4 $ 399,930 10
1170 Accounts receivable, net VI (II) 1,297 - 1,573 -
1180 Accounts receivable - related parties VII 8,572 1 17,236 -
1200 Other receivables 987 - 5,997 -
1210 Other receivables related parties VII 4 - 3 -
1220 Current income tax assets 4,997 - 1,257 -
130X Inventories VI (III) 7,987 - 5,540 -
1410 Prepayments 956 - 2,059 -
1476 Other financial assets - current VIII 2,000 - 2,000 -
11XX Total current assets 196,477 5 435,595 10
Non-current assets
1550 Investments accounted for under equity method VI (IV) 3,486,384 91 3,602,274 86
1600 Property, plant, and equipment VI (V)(IX) and VII 35,557 2 35,168 1
1755 Right-of-use assets VI (VI) 473 - 30 -
1760 Investment property, net VI (VII)(IX) 95,169 2 97,546 2
1780 Intangible assets VI (VIII) 607 - - -
1840 Deferred income tax assets VI (XX) 6,775 - 14,187 1
1920 Refundable deposits VII 178 - 178 -
1975 Net defined benefit assets - non-current VI (XI) 233 - 181 -
15XX Total non-current assets 3,625,376 95 3,749,564 90
1XXX Total assets $ 3,821,853 100 $ 4,185,159 100

(Continued to the next page)


Star Comgistic Capital Co., Ltd.
Standalone Balance Sheet
December 31, 2025 and 2024
Expressed in thousands of TWD

Liabilities and equity Notes December 31, 2025 December 31, 2024
Amount % Amount %
Current liabilities
2100 Short-term borrowings VI (X) $ - $ 174,500 4
2170 Accounts payable 14,705 - 26,137 1
2180 Accounts payable - related parties VII 2,734 - 4,329 -
2200 Other payables 12,220 - 16,220 -
2230 Current income tax liabilities - - 3,796 -
2280 Lease liabilities - current 220 - 35 -
2399 Other current liabilities - others 7 - 7 -
21XX Total current liabilities 29,886 - 225,024 5
Non-current liabilities
2570 Deferred income tax liabilities VI (XX) 576,914 16 601,892 15
2580 Lease liabilities - non-current 262 - - -
2645 Guarantee deposits received VII 1,271 - 1,269 -
25XX Total non-current liabilities 578,447 16 603,161 15
2XX Total liabilities 608,333 16 828,185 20
Equity attributable to owners of the parent
Share capital VI (XII)
3110 Common stock 800,000 21 800,000 19
Capital surplus VI (XIII)
3200 Capital surplus 1,785,848 47 1,785,848 43
Retained earnings VI (XIV)
3310 Legal reserve 149,618 4 128,279 3
3320 Special reserve 469,261 12 469,261 11
3350 Undistributed retained earnings 270,992 7 372,608 9
Other equity
3400 Other equity ( 262,199) ( 7) ( 199,022) ( 5)
3XX Total equity 3,213,520 84 3,356,974 80
Significant events after balance sheet date XI
3X2X Total liabilities and equity $ 3,821,853 100 $ 4,185,159 100

Please also refer to the standalone financial report notes attached at the end which is part of the standalone financial report.

Chairman: Managerial Officer: Chief Accountant:
Chi-Tien Lin Yung-Chuan Yang Yeh-Sheng Huang

~26~


Star Comgistic Capital Co., Ltd.
Standalone Statement of Comprehensive Income
For the years ended December 31, 2025 and 2024
Expressed in thousands of TWD
(Other than earnings per share in TWD)

Item Notes Year ended December 31, 2025 Year ended December 31, 2024
Amount % Amount %
4000 Operating revenue $136,518 100 $218,265 100
5000 Total operating cost (124,678) (91) (198,874) (91)
5900 Gross profit 11,840 9 19,391 9
6100 Operating expenses (6,695) (5) (7,003) (3)
6200 General administrative expenses (33,336) (24) (34,499) (16)
6000 Total operating expenses (40,031) (29) (41,502) (19)
6900 Operating profit (28,191) (20) (22,111) (10)
7100 Interest revenue 11,968 9 16,399 8
7010 Other income 1 - 19 -
7020 Other gains and losses (4,975) (4) 13,224 6
7050 Financial costs 2,467 (2) (2,407) (1)
7060 Share of profits (loss) of associates and joint ventures accounted for under equity method 74,366 54 253,804 116
7000 Total non-operating income and expenses 78,893 57 281,039 129
7900 Profit before income tax 50,702 37 258,928 119
7950 Income tax expense (2,990) (2) (45,545) (21)
8200 Profit $47,712 35 $213,383 98
8311 Gain on remeasurements of defined benefit plans 14 - $11 -
8349 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss (3) - (2) -
8310 Other comprehensive income that will not to be reclassified into profit or loss 11 - 9 -
8361 Exchange differences arising from the translation of foreign operations' financial statements (78,971) (58) 128,102 59
8399 Income tax related to components of other comprehensive income that will be reclassified to profit or loss 15,794 12 (25,620) (12)
8360 Total other comprehensive income (loss) for the year (63,177) (46) 102,482 47
8300 Total other comprehensive income (loss) for the year 15,454 (11) $315,874 145
8500 Basic earnings per share
9750 Total basic earnings per share $0.60 $2.67
9850 Total diluted earnings per share $0.60 $2.66

Please also refer to the standalone financial report notes attached at the end which is part of the standalone financial report.

Chairman: Chi-Tien Lin
Managerial Officer: Yung-Chuan Yang
Chief Accountant: Yeh-Sheng Huang

~27~


Star Comgistic Capital Co., Ltd.

Standalone Statement of Changes in Equity

For the years ended December 31, 2025 and 2024

Expressed in thousands of TWD

Notes Common stock Capital surplus Retained earnings Other equity
Legal reserve Special reserve Undistributed retained earnings Exchange differences arising from the translation of foreign operations' financial statements Total equity
Year ended December 31, 2024
Balance at January 1, 2024 $ 800,000 $ 1,785,848 $ 99,398 $ 469,261 $ 372,097 ( $ 301,504) $ 3,225,100
Profit - - - - 213,383 - 213,383
Other comprehensive income (loss) - - - - 9 102,482 102,491
Total comprehensive income for the current period - - - - 213,392 102,482 315,874
Appropriations of 2023 earnings: VI (XIV)
Legal reserve - - 28,881 - ( 28,881) - -
Cash dividends - - - - ( 184,000) - ( 184,000)
Balance at December 31, 2024 $ 800,000 $ 1,785,848 $ 128,279 $ 469,261 $ 372,608 ( $ 199,022) $ 3,356,974
Year ended December 31, 2025
Balance at January 1, 2025 $ 800,000 $ 1,785,848 $ 128,279 $ 469,261 $ 372,608 ( $ 199,022) $ 3,356,974
Profit - - - - 47,712 - 47,712
Other comprehensive income (loss) - - - - 11 ( 63,177) ( 63,166)
Total comprehensive income for the current period - - - - 47,723 ( 63,177) ( 15,454)
Appropriations of 2024 earnings: VI (XIV)
Legal reserve - - 21,339 - ( 21,339) - -
Cash dividends - - - - ( 128,000) - ( 128,000)
Balance at December 31, 2025 $ 800,000 $ 1,785,848 $ 149,618 $ 469,261 $ 270,992 ( $ 262,199) $ 3,213,520

Please also refer to the standalone financial report notes attached at the end which is part of the standalone financial report.

Chairman:
Chi-Tien Lin

Managerial Officer:
Yung-Chuan Yang

Chief Accountant:
Yeh-Sheng Huang


Star Comgistic Capital Co., Ltd. and Subsidiaries
Standalone statement of cash flows
For the years ended December 31, 2025 and 2024
Expressed in thousands of TWD
(Other than earnings per share in TWD)

Notes For the year ended December 31, 2025 For the year ended December 31, 2024
Cash flows from operating activities
Profit before income tax $ 50,702 $ 258,928
Adjustment items
Adjustments to reconcile profit (loss)
Depreciation (including investment property and right-of-use asset) VI (V)(VI (VII) (XVIII) 6,930 6,846
Amortization expense VI (VII)(XIX) 415 -
Interest expenses 2,467 2,407
Interest revenue VI (XV) (11,968) (16,399)
Share of profits of subsidies and associates accounted for under equity method VI (IV) (74,366) (253,804)
Reversal of impairment loss on non-financial assets VI (VIII)(XVII) (3,018) -
Changes in assets and liabilities related to operating activities
Changes in assets related to operating activities
Financial assets at fair value through profit or loss at fair value through profit or loss - -
Notes receivable - -
Accounts receivable 276 (277)
Accounts receivable - related parties 8,664 2,676
Other receivables 1,270 5,147
Other receivables related parties (1) 14
Inventories (2,447) (1,686)
Prepayments 1,103 (1,270)
Other current assets - others - 5
Net defined benefit assets - non-current (38) (41)
Changes in liabilities related to operating activities
Accounts payable (11,432) (10,994)
Accounts payable - related parties (1,595) 1,181
Other payables (4,401) (476)
Other payables - related parties - 300
Other current liabilities - 22
Cash (outflows) inflows generated from operations (37,049) (8,065)
Interest received 15,708 12,650
Interest paid (2,456) (2,396)
Dividends received 111,285 152,908
Income tax refunded - 244
Income tax paid (12,301) (4,330)
Net cash flows from operating activities 75,178 151,011

(Continued to the next page)

~29~


Star Comgistic Capital Co., Ltd. and Subsidiaries
Standalone statement of cash flows
For the years ended December 31, 2025 and 2024
Expressed in thousands of TWD
(Other than earnings per share in TWD)

Notes For the year ended December 31, 2025 For the year ended December 31, 2024
Cash flows from investing activities
Acquisition of property, plant, and equipment VI (XXI) ( 330 ) ( 1,399 )
Acquisition of investment property VI (VII) ( 1,375 ) ( 1,143 )
Capital reduction of investments accounted for under equity method - 111,619
Acquisition of intangible assets VI (VIII) ( 1,022 ) -
Net cash inflows (outflows) from investing activities ( 2,727 ) 109,077
Cash flows from financing activities
Payments of cash dividends VI (XIII) ( 128,000 ) ( 184,000 )
Payments of lease liabilities VI (XXII) ( 215 ) ( 208 )
Increase in guarantee deposits received VI (XXII) 2 11
Increase (decrease) in short-term borrowings VI (XXII) 174,500 156,500
Net cash flows used financing activities ( 302,713 ) ( 27,697 )
Net increase in cash and cash equivalents ( 230,253 ) 232,391
Cash and cash equivalents at beginning of year 399,930 167,539
Cash and cash equivalents at end of year $ 169,677 $ 399,930

Please also refer to the standalone financial report notes attached at the end which is part of the standalone financial report.

Chairman: Chi-Tien Lin
Managerial Officer: Yung-Chuan Yang
Chief Accountant: Yeh-Sheng Huang

~30~


Star Comgistic Capital Co., Ltd.
The 2025 Appropriation of Earnings
Unit: TWD

Item Amount
Undistributed earnings at the beginning of the period 223,270,078
Add: Net income after tax for the current year 47,711,544
Add: Remeasurement of defined benefit plans in retained earnings 11,427
The total amount of after tax net income for the period and other items adjusted to the current year’s undistributed earnings other than after tax income for the period 47,722,971
Less: Legal Reserve (10%) (4,772,297)
Earnings available for distribution for the period 266,220,752
Less: Cash dividends - at TWD 0.6 per share (48,000,000)
Undistributed earnings at the end of the period 218,220,752

Chairman: Chi-Tien Lin
Managerial Officer: Yung-Chuan Yang
Chief Accountant: Yeh-Sheng Huang


Eight. Appendix

< Appendix I>

Star Comgistic Capital Co., Ltd.

Articles of Incorporation of Star Comgistic Capital Co., Ltd.

Chapter One. General Provisions

Article 1

The Company is incorporated as a company limited by shares under the Company Act of the Republic of China and named Star Comgistic Capital Co., Ltd.

Article 2

The Company's business lines include:

  1. C901010 Ceramic and Ceramic Products Manufacturing.
  2. CB01030 Pollution Controlling Equipment Manufacturing.
  3. CC01030 Electrical Appliances and Audiovisual Electronic Products Manufacturing.
  4. CC01060 Wired Communication Equipment and Apparatus Manufacturing.
  5. CC01070 Telecommunication Equipment and Apparatus Manufacturing.
  6. CC01080 Electronics Components Manufacturing.
  7. CC01110 Computer and Peripheral Equipment Manufacturing.
  8. CE01030 Optical Instruments Manufacturing.
  9. CN01010 Furniture and Fixtures Manufacturing.
  10. CO01010 Tableware Products Manufacturing.
  11. E801010 Indoor Decoration.
  12. F102030 Wholesale of Tobacco Products and Alcoholic Beverages.
  13. F105050 Wholesale of Furniture, Bedding Kitchen Utensils and Fixtures.
  14. F106010 Wholesale of Hardware.
  15. F109070 Wholesale of Culture, Education, Musical Instruments and Educational Entertainment Supplies.
  16. F112040 Wholesale of Petrochemical Fuel Products.
  17. F113010 Wholesale of Machinery.
  18. F113020 Wholesale of Household Appliance.
  19. F113050 Wholesale of Computers and Clerical Machinery Equipment.
  20. F113060 Wholesale of Measuring Instruments.
  21. F114010 Wholesale of Motor Vehicles.
  22. F114030 Wholesale of Motor Vehicle Parts and Motorcycle Parts, Accessories.
  23. F203020 Retail Sale of Tobacco and Alcohol.
  24. F205040 Retail Sale of Furniture, Bedding Kitchen Utensils and Fixtures.
  25. F206010 Retail Sale of Ironware.
  26. F209060 Retail Sale of Culture, Education, Musical Instruments and Educational Entertainment Supplies.

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  1. F212050 Retail Sale of Petrochemical Fuel Products.
  2. F213010 Retail Sale of Electrical Appliances.
  3. F213030 Retail Sale of Computers and Clerical Machinery Equipment.
  4. F213050 Retail Sale of Measuring Instruments.
  5. F213080 Retail Sale of Other Machinery and Equipment.
  6. F214010 Retail Sale of Motor Vehicles.
  7. F214030 Retail Sale of Motor Vehicle Parts and Motorcycle Parts, Accessories.
  8. F401010 International Trade.
  9. F401181 Measuring Instruments Import.
  10. G801010 Warehousing.
  11. H703100 Real Estate Leasing.
  12. I301010 Software Design Services.
  13. I599990 Other Designing.
  14. IZ06010 Tally Packaging.
  15. ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.

The management of the above businesses must abide by the relevant laws and regulations.

Article 3

The total amount of the Company's reinvestment is not subject to the restriction of not more than 40% of the Company's paid-in capital as stipulated in Article 13 of the Company Act. The Board of Directors is given the full authority to process matters relating to reinvestments.

The Board of Directors has approved the Company to make endorsements and guarantees for external parties in accordance with the Company's Procedures for Guarantee and Endorsement.

Article 4

The Company's headquarters must be established in Taipei City. If the Company considers it necessary, it may, by a resolution adopted at a meeting by the Board of Directors, set up branch offices in Taiwan or abroad.

Article 5

The method of announcement by the Company must be processed in accordance with the relevant laws and regulations of the Company Act and competent authorities.

Chapter II. Shares

Article 6

The Company has an authorized capital of 3 billion New Taiwan Dollars in three hundred million shares. Each share has a face value of ten New Taiwan Dollars. The Board of Directors is authorized to raise share capital in multiple issues for the unissued shares.


The Company may issue warrants. 6 million shares of the total number of shares in the preceding paragraph are reserved for issuance of warrants, preferred stocks with warrants or corporate bonds with warrants.

After the Company qualifies as a publicly listed company, if the Company plans to issue employee stock option at a subscription price lower than market value or to transfer the Company's shares bought back to the employees at a lower price than the average actual price of the share buyback, the issuance or transfer can only be initiated after resolution at shareholders' meeting in accordance with relevant laws and regulations.

Article 7

The Company is exempted from printing certificates for the shares issued. It must register the issued shares with the Taiwan Depository and Clearing Corporation (TDCC) and process according to the regulations of TDCC.

Article 8

Changes to shareholders' register which is the transfer of share ownership must be suspended during the 60 days prior to an annual general meeting, or during the 30 days prior to an extraordinary shareholders' meeting, or during the 5 days prior to the baseline date of dividend, bonus or rights distribution. The preceding period must be counted starting from the date of meeting or record date.

Chapter III. Shareholders' Meeting

Article 9

Shareholders' meetings include both regular shareholders' meeting and special shareholders' meeting, of which, a regular shareholders' meeting is to be held at least once a year and convened by the Board of Directors within 6 months at the end of the fiscal year. The special shareholders' meeting must be convened where necessary in accordance with the laws. Unless otherwise provided by law or regulation, the preceding shareholders' meetings must be convened by the Board of Directors.

Article 9-1

The shareholders' meeting may be held in the form of a virtual meeting or other methods announced by the Ministry of Economic Affairs.

Article 10

Shareholders unable to attend the meeting may offer to show the proxy form issued by the Company, affix the shareholder's seal that is the same as the record copy kept with the company, and specify the scope of authorization and authorize their proxy to attend the meeting. With the exception of trust enterprises and certain share transfer agencies approved by the authority, a proxy may not represent more than 3% of the total voting rights in aggregate when representing two or more shareholders during the meeting. Voting rights that exceed this threshold must be excluded from the calculation.

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The preceding proxy form must be delivered to the Company 5 days prior to the day of the shareholders' meeting. If duplicate proxy form is delivered as stated in the preceding paragraph, the one received earliest must prevail. However, this excludes situations where the shareholder has issued a proper declaration to withdraw the previous proxy arrangement. The company's stock affairs are proceeded with based on the "Regulations Governing the Administration of Shareholder Services of Public Companies" of the competent authority.

Article 11

The Company's shareholders are entitled to one vote per share, except where the shares are restricted to shares or shares that do not have voting rights based on conditions set forth in Article 179 of The Company Act.

Article 12

Shareholders are entitled to one vote per share, except for shares that are subject to voting restrictions or situations outlined in Paragraph 2, Article 179 of the Company Act.

The Company must give shareholders the option to exercise voting rights in writing or using an electronic method during shareholders' meetings. Instructions for exercising voting rights in writing or through electronic means must be stated clearly in writing on the meeting advice. Shareholders who have voted in writing or using the electronic method are considered to have attended the shareholders' meeting in person. However, this is also considered to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting.

Instructions to exercise written and electronic votes must be delivered to the Company at least 2 days before the shareholders' meeting. In the event of duplicate submissions, the earliest submission must be taken into record. However, this excludes situations where a proper declaration is issued to withdraw the previous arrangement.

Article 13

The resolutions of the shareholders' meeting must be signed or sealed by the Chairperson, and the minutes must be distributed to all shareholders within 20 days after the meeting. The minutes must be distributed and preserved in accordance with Article 183 of the Company Act.

Article 13-1

When the Company plans for the cancellation of its public listing, it must be processed after approval by the meetings of the Board of Directors and shareholders.

Chapter IV. Directors

Article 14

The Company has 5 to 9 persons serving as Directors as determined by the resolution adopted by Board of Directors meeting. The election of Directors adopts the candidate nomination system according to Article 192-1 of the Company Act. Directors are selected from the candidates list at the shareholders' meeting with a term of 3 years. The tenure of the Director, selected by shareholders' meeting according to the laws, who do not join the re-election at the end of the term must be extended

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until the newly-elected Director gets on-board.

Matters relating to the receipt and processing of the nomination of Directors and announcements must be based on relevant laws and regulations of the Company Act and Securities and Exchange Act.

Article 15

The vacancies for the preceding Directors of the Company must be decided by resolution of the Board of Directors. There are to be at least 3 Independent Directors. The Independent Directors are selected from the Independent Directors candidates list at the shareholders' meeting.

The Company sets up the Audit Committee in accordance with Article 14-4 of the Securities and Exchange Act. The composition of the Audit Committee is formed by all of the Independent Directors.

The performing of duties by the Audit Committee and members and related matters must be processed according to the Company Act and Securities and Exchange Act.

Article 16

The Board of Directors must appoint one Chairperson and one vice Chairperson in a Board meeting with more than two-thirds of all Directors present, and with the support of more than half of all attending Directors. The Chairperson serves as the Company's representative to the public. When the Chairperson is on leave, the vice Chairperson must act in place of the Chairperson. Should the vice Chairperson go on leave too or if the post is not filled, the Chairperson is to appoint a Director to exercise powers on behalf of himself/herself. Where the Chairperson does not appoint anyone, the Directors shall elect one person from the Board. Apart from the first meeting of each term of the Board of Directors must be convened by the Director who received a ballot representing the largest number of votes at the election of Directors after the re-election, the Chairperson must convene the Board meeting. Meeting notice must be sent to every Director 7 days before the convening. The meeting may be convened at any time when emergency events arise and the Directors may be informed via facsimile or email method. Resolutions at a Board meeting must, unless otherwise provided by the Company Act, be adopted by a majority vote of the Directors present, who represent more than one-half of the total number of Directors.

When the Director is unable to attend the Board meeting, he/she may appoint other Directors to attend the Board meeting on his/her behalf. Independent Directors must attend the meeting in person or appoint other Independent Directors to attend on his/her behalf but it is necessary to provide a proxy form with the scope of authorization for the agenda listed. The proxy is limited to one person. When a Board meeting is convened by means of video conference, the shareholders who participate in the meeting by video will be deemed to have attended in person.

Article 17

Where the Chairperson of the Board of Directors is on leave or cannot exercise his powers or perform his duties for any reason, an acting Chairperson must be designated in accordance with Article 208 of the Company Act.

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Article 18

Directors must be paid for monthly remuneration regardless of the Company’s financial performance. The Board of Directors is authorized to decide the remuneration amount based on the Director’s involvement in the Company’s operation and contribution.

Article 19

The Company must purchase liability insurance for all its Directors with approval by Board resolution to protect the interests and rights of all shareholders and reduce the Company’s operational risks.

Chapter V. Managerial Officers

Article 20

The Company must appoint managers, whose appointment, dismissal and remuneration must be handled in accordance with Article 29 of the Company Act.

Chapter VI. Accounting

Article 21

The Company must at the end of every fiscal year have its Board of Directors to prepare the (I) Business Report, (II) Financial Statements, and (III) Appropriation of Earnings or proposals for making up the losses and various statement and submit them to the regular shareholders’ meeting for ratification.

Article 22

If the Company generates profit in a fiscal year, employee compensation shall be appropriated from the surplus after deducting accumulated losses from the pre-tax profit of the current year before accounting for employee compensation, at a rate ranging from 0.1% to 5%. In addition to the aforementioned appropriation, a further 0.1% to 5% shall be appropriated for distribution as compensation to junior-level employees.

The decision for distributing the remuneration of employee in the form of stock or cash must be made through a majority of approval from the Board meeting with two-thirds of the members present. Such resolution must be proposed to the shareholders’ meeting for consent.

The recipients of the employee remuneration distribution must include the employees of subsidiaries who meet certain criteria.

Chapter VII. Additional Provisions

Article 23

The Company’s settlement each year, where there is a surplus, must first be set aside to pay the taxes, make up for the accumulated losses, and 10% of the remaining balance must be recorded as provision

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of legal reserve, with exception to legal reserve already at an amount equals to the Company's total paid-in capital. Followed by appropriate or reverse special reserve according to laws or regulations of competent authorities, and the remaining balance to be combined with the unappropriated earnings at beginning balance and the unappropriated earnings for the current year as the adjusted amount to become the distributable earnings. The distributable earnings may be preserved based on business needs and may also be appropriated as proposed by the Board of Directors. When the proposal involves issuing of new shares, the appropriation requires approval by shareholders' resolution.

The Company distributes dividends and bonuses in pursuant to Article 240, Paragraph 5 of the Company Act or the legal capital reserve and capital surplus of Article 241, Paragraph 1 of the Company Act in whole or in part. When distribution is in the form of cash, it must be resolved in a Board Meeting with more than two-thirds of the Directors present, voted in favor by more than half of the attending Directors, and reported in the upcoming shareholders' meeting.

The Company's dividend and surplus distribution policy takes various factors such as finance, business, and management into consideration for the issuance of new shares or cash distribution method. The amount of dividends distributed each year shall not be less than 30% of the net profit after tax of the year, of which cash dividends shall not be less than 50% of the total amount distributed for the year.

Article 24

Any other matters not set forth in these Articles of Incorporation must be dealt with in accordance with the Company Act and other applicable laws, rules, and regulations.

Article 25

The Articles of Incorporation were established on July 28, 2009.

First amendment on March 5, 2010.

Second amendment on April 20, 2011.

Third amendment on June 27, 2012.

Fourth amendment on June 20, 2013.

Fifth amendment on June 17, 2016.

Sixth amendment on June 16, 2017.

Seventh amendment on June 20, 2018.

Eighth amendment on June 17, 2020.

Ninth amendment on August 25, 2021.

Tenth amendment on June 22, 2022.

Eleventh amendment on May 29, 2024

Twelfth amendment on June 3, 2025.

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< Appendix II>

Star Comgistic Capital Co., Ltd.
Rules of Procedures for Shareholders' Meeting

Article 1

The Rules of Procedures for Shareholders' Meetings for the Company's shareholders' meetings, unless otherwise specified by law or Articles of Incorporation, shareholders' meetings must proceed according to the terms of this policy.

Article 2

Unless otherwise provided by law or regulation, the Company's shareholders' meetings must be convened by the Board of Directors.

Any change in the manner of holding a shareholders' meeting must be resolved by the Board of Directors and the change is only admissible before the meeting notices are sent out at the latest.

The Company must prepare an electronic file that contains the meeting advice, a proxy form, a detailed agenda of topics to be acknowledged or discussed during the meeting, and notes on the election or dismissal of Directors and Independent Directors, and post it onto the Market Observation Post System (MOPS) at least 30 days before an annual general meeting, or 15 days before an extraordinary shareholders' meeting. The meeting agenda and supplemental information of shareholdings' meetings must be prepared in the form of an electronic file and uploaded to the MOPS 21 days before a general meeting or 15 days before an extraordinary meeting. However, if the Company's paid-in capital reaches TWD 10 billion or more as of the end of the most recent fiscal year, or if the combined percentage of foreign capital and Chinese capital holdings as recorded in the shareholders' register at the time of the most recent annual shareholders' meeting reaches 30% or more, the Company must complete the aforementioned electronic files uploading 30 days prior to the annual shareholders' meeting. Physical copies of the shareholders' meeting conference manual and supplementary information must be prepared at least 15 days before the meeting, and made accessible to shareholders for viewing. These documents must also be placed within the Company's premises and at the stock transfer agent.

The Company must provide shareholders with the meeting agenda and supplemental information in the preceding paragraph for reference on the day of the meeting and by the following means:

I. Distributed at the venue of the meeting for a physical shareholders' meeting.

II. Distributed at the venue of the meeting for a physical shareholders' meeting, and transmitted to the video conference platform in the form of an electronic file for a physical shareholders' meeting with the assistance of a video conference.

III. Transmitted to the video conference platform in the form of an electronic file for video shareholders' meeting.

The meeting advice and announcement must include a detailed agenda. Advice and announcements can be served in electronic form with the recipient's consent.

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Discussions concerning election or dismissal of Directors and Independent Directors, amendment of Articles of Incorporation, capital reduction, cessation of public offerings, permission for Directors' involvement in competing businesses, earnings capitalization, capitalization of capital reserves, dismissal of the Company, mergers, divestments, and any issues listed in Paragraph 1, Article 185 of the Company Act, Articles 26-1 and 43-6 of the Securities and Exchange Act, and Articles 56-1 and 60-2 of Regulations Governing the Offering and Issuance of Securities by Securities Issuers must be raised as part of the regular motions with summaries explained in the meeting agenda. It may not be raised in the form of a special motion.

Article 3

Shareholders may appoint proxies to attend shareholders' meetings on their behalf by completing the Company's proxy form and specifying the scope of delegated authority.

Each shareholder may issue one proxy form and designate one proxy only. All proxy forms must be received by the Company at least 5 days before the shareholders' meeting. In cases where multiple proxy forms are issued, the one that arrives first must prevail. However, this excludes situations where the shareholder has issued a proper declaration to withdraw the previous proxy arrangement.

Should the shareholder decide to attend a shareholders' meeting in person or exercise voting rights in writing or using electronic means after a proxy form has been received by the Company, a written notice must be sent to the Company by no later than 2 days before the meeting commences to withdraw the proxy arrangement. If the shareholder fails to withdraw a proxy arrangement before the due date, vote of the proxy attendant must prevail.

Should the shareholder decide to attend a shareholders' meeting by video conference, a written notice must be sent to the Company no later than 2 days before the meeting commences to withdraw the proxy arrangement. If the shareholder fails to withdraw proxy arrangement before the due date, vote of the proxy attendant must prevail.

Article 4

Shareholder meetings must be held at locations that are suitable and convenient for shareholders to attend. Meetings cannot commence anytime earlier than AM 9:00 or later than PM 3:00. Independent Directors' opinions must be fully taken into consideration when choosing the meeting venue and time. There are no restrictions on the meeting venue as prescribed in the preceding paragraph when the Company holds a video shareholders' meeting.

Article 5

The meeting advice must specify details such as meeting check-in time, venue, and important notes where relevant for the shareholders, proxy issuers, and proxy agents (hereinafter together referred to as the shareholders).

Admission of meeting participants must begin at least 30 minutes before the meeting commences. The reception area must be clearly labeled and stationed with competent personnel. Check-in for the

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shareholders' meeting must be accepted at the shareholders' meeting video conference platform at least 30 minutes before the meeting starts. Shareholders who have checked in are deemed to be present in person at the shareholders' meeting.

Shareholders may attend shareholders' meetings by presenting a valid conference pass, attendance card or other document of similar nature. The Company cannot request shareholders to present additional documentary proof unless specified in advance. Proxy form holders are required to bring identity proof for verification.

An attendance log must be prepared to record shareholders' attendance; alternatively, shareholders may present attendance cards to signify their presence.

Shareholders who attend the meeting must be given a copy of the conference manual, annual report, attendance pass, opinion slip, motion ballot and any information relevant to the meeting. Prepare additional ballots if Director election is also being held during the meeting.

Where the shareholder is a government agency or corporate entity, more than one representative may attend the shareholders' meeting on their behalf. Corporate entities that have been designated as proxy attendants can only appoint one representative to attend a shareholders' meeting.

Shareholders who intend to attend a video shareholders' meeting must register with the Company 2 days prior to the date of meeting.

For a video shareholders' meeting, the Company must, at least 30 minutes before the start of the meeting, upload the meeting agenda, annual report, and other relevant information to the video conference platform and keep them posted until the end of the meeting.

Article 5-1

When convening a video shareholders' meeting, the Company must specify the following items in the notice of meeting:

I. The ways for shareholders to participate in a video meeting and exercise their rights.

II. Countermeasures for the event that the video conferencing platform or video participation is impeded due to natural disasters, events, or other force majeure circumstances, including at least the following:

(I) If the occurrence of the aforementioned circumstances continuously cannot be resolved, the time of the postponed or resumed meeting, and the date of the postponed or resumed meeting.

(II) Shareholders who have not registered to participate in the affected shareholders' meeting online cannot attend the postponed or resumed session.

(III) When convening a physical shareholders' meeting with the assistance of a video conference, if the video conference is not able to be resumed, and the total number of shares present, after deducting the number of shares present by means of video participation, still reaches the quorum for the shareholders' meeting, the shareholders' meeting must continue. The shares represented by shareholders attending the meeting through video conference must be counted towards the total number of shares represented

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by shareholders present at the meeting, provided these shareholders are deemed abstaining from voting on all proposals on meeting agenda of that shareholders' meeting.

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

III. When convening a video shareholders' meeting, the appropriate alternative measures for shareholders with difficulties in participating in shareholders' meetings by video must also be specified.

Article 6

Shareholders' meetings that are convened by the Board of Directors must be chaired by the Chairperson. If the Chairperson is on leave or cannot exercise his/her powers or perform his/her duties for any reason, the vice Chairperson will act on his/her behalf. If there is no vice Chairperson or if the vice Chairperson is also on leave or cannot exercise his/her power or perform his/her duties for any reason, the Chairperson may appoint one managing Director to assume acting duty. If there is no managing Director, one of the Directors must be appointed to perform acting duty; if no delegate is appointed by the Chairperson, one must be appointed from among managing Directors or Directors.

The Chairperson position mentioned above must be assumed by a managing Director or Director, who has been on the Board for more than 6 months and possesses adequate understanding of the Company's financial and business performance. The same applies if the Chairperson is a representative of a Corporate Director.

Shareholders' meetings that are convened by the Board of Directors should be chaired by the Chairperson and attended personally by more than half of the Board, with at least one representative from each functional committee present at the meeting. Attendance of the above participants must be recorded in detail in shareholders' meeting minutes.

For the meeting that is convened by the ones with the convening authority outside of the Board, the meeting should be chaired by the convening authority. One person should be selected to chair the meeting if there are more than two present.

The Company may summon its lawyers, certified public accountants and any relevant personnel to be present at shareholders' meetings.

Article 7

The Company must make continuous audio and video recording from the beginning of accepting the shareholders' registration till the end of the meeting to record the registration procedure and the entire meeting process.

These recordings must be retained for at least one year. However, if a shareholder raises a litigious claim against the Company in accordance with Article 189 of the Company Act, the above mentioned documents must be retained until the end of the litigation.

When convening a video shareholders' meeting, the Company must keep records of shareholder registration, sign-in, check-in, questions raised, votes cast and results of votes counted by the

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Company, and continuously audio and video record, without interruption, the proceedings of the virtual meeting from beginning to end.

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

Article 8

Shareholders' presence is determined by the number of shares represented in a meeting. The number of shares represented by shareholders present at the meeting is calculated based on attendance log records or the attendance cards collected, and the shares checked in on the video conference platform, plus the number of shares that have voting rights exercised in writing or through electronic means.

The Chairperson must call the meeting to order at the appointed meeting time and disclose information concerning the number of non-voting shares and number of shares represented by shareholders attending the meeting.

However, if current attendance represents less than half of the Company's outstanding shares, the Chairperson may announce to postpone the meeting up to two times, for a period totaling no more than one hour. 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 Chairperson must declare the meeting adjourned. In the event of a virtual shareholders' meeting, the Company must also declare the meeting adjourned at the virtual meeting platform.

If attending shareholders still represent more than one-third but less than half of outstanding shares after two postponements, the attending shareholders may reach a tentative resolution according to Paragraph 1, Article 175 of the Company Act. This tentative resolution must then be communicated to every shareholder and another shareholders' meeting must be held within the next month. In the event of a virtual shareholders' meeting, shareholders would have to re-register with the Company to attend the virtual meeting according to Article 6.

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

Article 9

For shareholders' meetings convened by the Board of Directors, the Board of Directors will determine the meeting agenda. All proposed motions (including special motions and amendments to existing motions) must be voted on a case-by-case basis. The agenda cannot be changed unless resolved during the shareholders' meeting.

For a meeting convened by the ones with the convening authority outside of the Board, the aforementioned rule still applies.

In either of the two situations described above, the Chairperson cannot dismiss the meeting while a motion (including special motion) is still in progress. If the Chairperson violates the conference rules

43


by adjourning the meeting when not allowed to do so, other members of the Board must immediately assist the attending shareholders in electing another Chairperson that has the support of more than half of voting rights represented on-site to continue the meeting.

The Chairperson must allow adequate time to explain and discuss various motions, amendments or special motions proposed during the meeting. The Chairperson may announce to discontinue further discussions if the issue in question is considered to have been sufficiently discussed to proceed with voting and must allocate ample time to vote.

Article 10

Shareholders who wish to speak during the meeting must produce an opinion slip detailing the topic, shareholder ID (or the attendance ID serial number) and shareholder's name. The order of shareholders' comments is determined by the Chairperson.

The attending shareholders are considered to offer no statement if they only provide speech notes without giving statement. In the event where the content of the statement is inconsistent with the speech note, the content of the statement should prevail.

Each shareholder must speak no more than two times, for 5 minutes each, on the same motion unless otherwise agreed by the Chairperson. The Chairperson may stop shareholders from speaking if they violate any terms of the policy or speak outside the discussed topic.

When an attending shareholder is making a statement, other shareholders cannot speak unless given permission by the Chairperson and the speaking shareholder. Violators must be halted by the Chairperson.

Where a corporate shareholder has appointed two or more representatives to attend the shareholders' meeting, only one representative may speak per motion. After a shareholder has finished speaking, the Chairperson may answer the shareholder's queries personally or appoint any relevant personnel to do so.

When convening a video shareholders' meeting, shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform from the Chairperson declaring the meeting open until the Chairperson declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each question must contain no more than 200 words. The regulations in Paragraphs 1 to 5 do not apply.

Article 11

Votes in a shareholders' meeting are vested based on the number of shares represented.

Shares that do not carry voting rights are excluded from the calculation of outstanding shares when voting for the final resolution.

Shareholders cannot vote or appoint proxies to vote on any motions that present a conflict between their own interests and interests of the Company.

The number of shares held by shareholders who are not permitted to vote must be excluded from the calculation of total voting rights.

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With the exception of trust enterprises and certain share transfer agencies approved by the authority, a proxy may not represent more than 3% of the total voting rights in aggregate when representing two or more shareholders during the meeting. Voting rights that exceed this threshold must be excluded from the calculation.

Article 12

Shareholders are entitled to one vote per share, except for shares that are subject to voting restrictions or situations outlined in Paragraph 2, Article 179 of the Company Act.

The Company must give shareholders the option to exercise voting rights in writing or using an electronic method during shareholders' meetings. Instructions for exercising voting rights in writing or through electronic means must be stated clearly in writing on the meeting advice. Shareholders who have voted in writing or using the electronic method are considered to have attended the shareholders' meeting in person. However, they are considered to have waived their rights to participate in any special motion or any amendment to the original discussion that may arise during the shareholders' meeting. For this reason, the Company should avoid proposing special motions or amendments to the original motion where possible.

Instructions to exercise written and electronic votes must be delivered to the Company at least 2 days before the shareholders' meeting. In the event of duplicate submissions, the earliest submission must be taken into record. However, this excludes situations where a proper declaration is issued to withdraw the previous arrangement.

Shareholders who wish to attend the shareholders' meeting in person or through video conference after exercising their voting rights in writing or using electronic methods are required to withdraw their votes using the same method by which the vote was cast in the first place, and by no later than 2 days before the day of shareholders' meeting. The written/electronic vote must prevail if not withdrawn before the cutoff time. If a shareholder votes in exercises their voting rights in writing or through electronic means and at the same time delegates a proxy to attend shareholders' meeting, the voting decision exercised by the proxy must prevail.

Unless otherwise regulated by the Company Act or stated in the Articles of Incorporation, a motion is passed when supported by shareholders representing more than half of total voting rights in the meeting. When voting, the Chairperson or a person designated by him/her must announce the total number of voting rights represented by attending shareholders for every motion discussed and have the shareholders to vote. Details including the number of votes in favor, against, and abstained for each discussion must be uploaded onto MOPS on the same day the shareholders' meeting ends.

In cases where several amendments or alternative solutions have been proposed at the same time, the Chairperson must determine the order in which proposals are to be voted on. If one of the proposals has been passed, the other proposals are viewed as rejected and no more voting will be conducted.

The Chairperson must appoint ballot examiners and ballot counters to support the voting process. The ballot examiner must be a shareholder.

Motion and election votes are to be counted openly at the shareholders' meeting. Results of the vote,

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including the final tally, must be announced on-site and recorded in minutes.

When the Company convenes an online shareholders' meeting by video, after the Chairperson declares the meeting open, shareholders attending the meeting through video conference must cast votes on proposals and elections on the virtual meeting platform before the Chairperson announces the voting session ends or will be deemed abstained from voting.

In the event of an online shareholders' meeting, votes must be counted at once after the Chairperson announces the voting session has ended. The results from voting and elections must be announced immediately.

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

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

Article 13

Shareholders' meetings that involve election of Directors and Independent Directors must proceed according to the Company's election policy. Results of the elections, including the list of elected Directors and Independent Directors and the final tally, must be announced on-site.

All ballots used in the above elections must be sealed and signed by the ballot examiner and held in proper custody for at least one year. However, if a shareholder raises a litigious claim against the Company in accordance with Article 189 of the Company Act, the above mentioned documents must be retained until the end of the litigation.

Article 14

Shareholders' meeting resolutions must be compiled into detailed minutes, signed, or sealed by the Chairperson and disseminated to all shareholders by no later than 20 days after the meeting. Preparation and distribution of meeting minutes can be made in electronic form.

The Company may disseminate meeting minutes by announcing details over MOPS.

The meeting minutes must accurately record the year, month, day, place of the meeting, the Chairperson'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. Minutes must be retained for as long as the Company exists.

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

When convening a video shareholders' meeting, other than compliance with the requirements in the preceding paragraph, the Company must specify in the meeting minutes alternative measures available to shareholders with difficulties in participating in shareholders' meetings by video.

Article 15

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

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

Article 16

The Chairperson may instruct security staff to help maintain order in the meeting. While maintaining order in the meeting, all security staff are required to wear arm badges that identify their role as "Security".

For venues that are equipped with broadcasting equipment, the Chairperson must halt any shareholder that makes statement from equipment not allocated by the Company.

Shareholders in violation of the rules and disobeying correction by the Chairperson to disrupt the meeting are asked to leave the venue and will be escorted out by the proctors or the security personnel.

Article 17

The Chairperson may declare the meeting in recess at appropriate times. In the event of force majeure, the Chairperson may suspend the meeting temporarily and resume at another time.

If the shareholders' meeting is unable to conclude all scheduled motions (including special motions) before the venue is due for return, participants may resolve to continue the meeting at an alternative location.

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Shareholders may also resolve to postpone or resume the meeting within the next 5 days, according to Article 182 of the Company Act.

Article 18

In the event of a video shareholders’ meeting, the Company must disclose the 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 must continue at least 15 minutes after the Chairperson has announced the meeting adjourned.

Article 19

When the Company convenes a virtual-only shareholders' meeting, both the Chairperson and secretary must be in the same location.

Article 20

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

For a meeting to be postponed or resumed as described in the preceding paragraph, shareholders who have not registered to participate in the affected shareholders' meeting online cannot attend the postponed or resumed session.

For a meeting to be postponed or resumed under the first paragraph, 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, must be counted towards the total number of shares, number of voting rights and number of election rights represented at the postponed or resumed session.

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

When the Company convenes a physical shareholders’ meeting with the assistance of a video conference, and the video conference cannot continue as described in the first paragraph, if the total number of shares represented by shareholders present at the meeting, after deducting the number of shares present by means of video participation, still reaches the quorum for the shareholders' meeting, then the shareholders’ meeting must continue, and no postponement or resumption thereof under the

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second paragraph is required.

Under the circumstances where a meeting should continue as in the preceding paragraph, the shares represented by the shareholders attending the meeting through video conference must be counted towards the total number of shares represented by shareholders present at the meeting, provided these shareholders must be deemed abstaining from voting on all proposals on meeting agenda of that shareholders' meeting.

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

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

Article 21

When convening an online shareholders' meeting, the Company must provide appropriate alternative measures available to shareholders with difficulties in participating in shareholders' meetings by video.

Article 22

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

Article 23

These Rules were established on June 22, 2022.

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< Appendix III>

Star Comgistic Capital Co., Ltd.

All Directors' Shareholding

Position Name Current shareholding (Note 1)
Number of shares Ratio
Chairperson Tsann Kuen Investment Co., Ltd.
Representative: Chi-Tien Lin 35,527,411 44.41%
Director Tsann Kuen Investment Co., Ltd.
Representative: Yuan-Sung Tsai 35,527,411 44.41%
Independent Director I-Hu Wu 0 0%
Independent Director Yan-Ching Wang 0 0%
Independent Director Hui-Chien Li 0 0%
Total 35,527,411 44.41%

[Note]

  1. Shareholdings of individuals and Directors recorded on entries of shareholders register till the date of suspension of share transfer (March 29, 2026) for 2026 annual shareholders' meeting.
  2. The regulated legal amount for the Company's current Directors is as follows:

(1) Total outstanding shares on March 29, 2026: 80,000,000 common shares.
(2) Legal number of shares to be held by all of the Directors is 6,400,000 shares. The number of shares held by all of the Directors is 35,527,411 shares, as of March 29, 2026.
(3) The Company has an Audit Committee. Thus, the legal number of shares to be held by supervisors is not applicable.

The shares held by all of the Directors of the Company are in compliance with the standard prescribed in the "Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies".


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