Stock Code: 4967

TEAM GROUP INC.

Handbook for the 2026
Annual Meeting of Shareholders

MEETING DATE: 9:00 a.m. on Friday, May 15, 2026

PLACE: 4F, No. 166, Jian 1st Rd., Zhonghe Dist., New Taipei City 235, Taiwan (R.O.C.)
(The Company’s conference room, Building F, Far East Century Square.)

Meeting Type: Physical shareholders’ meeting

(This English translation is provided for reference only and might not precisely reflect the original language's true meaning and full text.)

I. Meeting Procedure ... 1
II. Meeting Agenda ... 2
III. Report Items ... 3
IV. Ratification Items ... 5
V. Discussion Items ... 6
VI. Extemporaneous Motions ... 6

Annex

2025 Business Report ... 7
2025 Audit Committee’s Review Report ... 11
Director’s Remuneration Distribution ... 12
CPA Review Report and 2025 Financial Statements ... 13
Comparison Table of Amendments to the Articles of Incorporation ... 40

Appendix

Articles of Incorporation(Before Amendment) ... 41
Rules of Procedures for Shareholder Meetings ... 47
Director Shareholding Situation ... 58

TEAM GROUP INC.

Procedure for the 2026 Annual Meeting of Shareholders

I. Call the Meeting to Order
II. Chairman Remarks
III. Report Items
IV. Ratification Items
V. Discussion Items
VI. Extemporaneous Motions
VII. Adjournment

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TEAM GROUP INC.
Year 2026
Agenda of Annual Meeting of Shareholders

Time: 9:00 a.m. on Friday, May 15, 2026

Place: 4F, No. 166, Jian 1st Rd., Zhonghe Dist., New Taipei City 235, Taiwan (The Company’s conference room, Building F, Far East Century Square.)

Meeting Type: Physical shareholders’ meeting

I. Call the Meeting to Order
II. Chairman Remarks
III. Report Items
1. 2025 Business Report.
2. 2025 Audit Committee’s Review Report.
3. 2025 distributable compensation for employees and directors.
4. Report on the Execution of the Company's 4th domestic secured convertible bond.
5. Status of the cash distribution.
6. Report the Directors' Remuneration.

IV. Ratification Items
1. To approve 2025 Business Report and Financial Statements.
2. To approve 2025 Earnings Distribution.

V. Discussion Items: Amend the Company's ” Articles of Incorporation ”.
VI. Extemporaneous Motions
VII. Adjournment

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I. Call the Meeting to Order

II. Chairman Remarks

III. Report Items

Item 1
Main Point: 2025 Business Report. Please review and inspect.
Explanation: Please refer to Annex 1 on pages 7-10 of the Meeting Handbook for the Company's business report for the year 2025.

Item 2
Main Point: 2025 Audit Committee Review Report. Please review and inspect.
Explanation: Please refer to Annex 2 on pages 11 of the Meeting Handbook for the Company's Audit Committee's report for the year 2025.

Item 3
Main Point: 2025 distributable compensation for employees and directors. Please review and inspect.
Explanation:
1. Pursuant to Article 20 of the Company's Articles of Incorporation, after offsetting accumulated losses with the net profit before tax for each fiscal year, the Company shall allocate employee remuneration at a rate not less than 0.5% of the remaining balance for the current year; and allocate director remuneration at a rate not exceeding 1% of the annual balance for the current year. Of the employee remuneration, not less than 30% shall be distributed to junior-level employees.
2. The Company proposes to calculate and allocate employee remuneration and director remuneration for 2025 as follows:
(1) Employee remuneration: 10%, totaling NT$158,066,023, of which managers allocated 25%, NT$39,516,505; junior-level employees allocated 30%, NT$47,419,807.
(2) Director remuneration: 0.5%, totaling NT$7,903,301.
3. The above-mentioned amounts will be disbursed in cash.

Item 4
Main Point: Report on the Execution of the Company's 4th domestic secured convertible bond. Please review and inspect.
Explanation:
The Company issued fourth domestic secured convertible bonds with a total issuance amount of NT$2 billion. Each bond has a face value of NT$100,000 and was issued at 134.44% of par value. The issuance date was January 15, 2026, and the bonds were listed for trading on the Taipei Exchange. The bonds mature three years from the issuance date. The coupon rate is 0%, and the initial conversion price is NT$147 per share.

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Item 5

Main Point: Status of the cash distribution. Please review and inspect.

Explanation:

On February 25, 2026, the Company's Board of Directors approved the following dividend distribution:

(1) The Company proposes to allocate capital surplus arising from the issuance of shares above par value in a total amount of NT$509,779,728 (NT$6 per share).

(2) The Company proposes to distribute cash dividends in a total amount of NT$339,853,152 (NT$4 per share)

The above dividends shall be distributed to shareholders recorded in the shareholders' register on the record date based on their shareholdings. The total cash dividend per share is NT$10 (rounded down to the nearest dollar), with fractional amounts of less than NT$1 aggregated and recorded as other income of the Company.
In the event that the number of outstanding shares fluctuates due to factors such as the Company's repurchase of its own shares, transfer or cancellation of treasury shares, or conversion of convertible bonds, which results in changes to the distribution ratio, the Company proposes to authorize the Chairperson to handle such matters at his discretion.
The Company proposes to authorize the Chairperson to determine the ex-dividend record date, the payment date, and to handle other related matters concerning the dividend distribution.

Item 6

Main Point: Report the Directors' Remuneration. Please review and inspect.

Explanation:

According to Article 20 of the Company's Articles of Incorporation, the Director's remuneration for the year shall not exceed 1% of the annual balance after offsetting accumulated losses with the annual pre-tax profit. Furthermore, in accordance with the "Director and Functional Committee Remuneration System and Performance Evaluation and Payment Methods" of the Company, reasonable compensation shall be provided based on individual Director's performance evaluation results, and such compensation shall be approved by the Board of Directors after review by the Compensation Committee.
For Director remuneration distribution, please refer to Annex 3 on pages 12 of the Meeting Handbook.

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IV. Ratification Items

Item 1
(Board of Directors’ Proposal)
Main Point: To approve 2025 Business Report and Financial Statements.

Explanation:
1. The financial statements (including the consolidated financial statements) for the fiscal year 2025 of our Company have been prepared and audited by the accountants, YEH Tsui-Miao and Yu, Chih-Fan from PricewaterhouseCoopers Taiwan. We request your approval for these reports.
2. The aforementioned financial statements and the business report have been reviewed and approved by the Audit Committee, and an audit review report has been issued. Please refer to Annexes 1, 2, and 4 on pages 7-10, 11 and 13-39 respectively, of the Meeting Handbook for details.
3. Your approval is respectfully requested.

Resolution:
Item 2
(Board of Directors’ Proposal)
Main Point: To approve 2025 Earnings Distribution.

Explanation:
1. The earnings distribution proposal for the fiscal year 2025 of the Company has been approved by the Board of Directors and submitted to the Audit Committee for review.
2. The proposed distribution of earnings for the fiscal year 2025 is as follows:

TEAM GROUP INC.
2025 Statement of Earnings Distribution
Unit: NT$

Item	Amount
	Sub-Total	Total
Undistributed earnings at the beginning of 2024		742,889,601
Changes in actuarial gain or loss for 2025		(45,963)
Add: Net income after tax for 2025		1,109,872,436
Less: Legal reserve appropriated at 10%	110,982,647
Less (Add): Special reserve appropriated (reversal)	3,676,528
Distributable earnings		1,738,056,899
Shareholder bonus - Cash dividend of NT$4		(339,853,152)
Undistributed earnings at the end of the period		1,398,203,747

Chairman: Hsia, Dann-Ning General Manager: Chen, Ching-Wen Accounting Supervisor: Lee, Chia-I

Your approval is respectfully requested.

Resolution:

V. Discussion Items

(Board of Directors’ Proposal)

Main Point: Amendments to the Company's Articles of Incorporation for discussion.

Explanation:

The Company proposes to amend Article 5 of the Articles of Incorporation to adjust the authorized capital to NT$2.5 billion. Please refer to Annex 5 on page 40 of the meeting handbook for the comparison table of amended provisions.
The proposal is presented for discussion.

Resolution:

VI. Extemporaneous Motions

VII. Adjournment

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Annex 1

TEAM GROUP INC.

2025 Business Report

2025 Operating Performance and R&D Achievements

I. Implementation of the business plan

(except for the after-tax earnings per share)/ Unit: NT$1,000

Title	Actual amount in 2025	Actual amount in 2024	Percentage of Increase (Decrease) %
Operating revenue	20,428,449	19,938,459	2.46%
Operating income	1,410,027	537,489	162.34%
Pre-tax profit or loss	1,416,968	668,673	111.91%
Post-tax earnings per share	13.06	6.8	92.06%

II. Status of budget implementation on operating income and expenses

Operating revenue and expenses:

Unit: NT$1,000

Title	2025
Operating revenue	20,428,449
Operating cost	17,514,031
Operating expenses	1,504,391
Net non-operating revenue and expenses	6,941
Net income before tax	1,416,968
Income tax	307,095
Net income after tax	1,109,873

The Company did not disclose the consolidated financial forecast for 2025; therefore, the information regarding budget implementation is not available.

III. Analysis of revenues, expenditures and profitability

Title		2025	2024
Financial structure (%)	Debt-Asset Ratio (%)	67.70	59.99
	Ratio of Long-term Capital to Fixed Assets (%)	1,181.70	1,222.53
Solvency (%)	Current ratio (%)	143.02	162.53
	Quick ratio (%)	51.38	62.82
Profitability (%)	Asset return ratio (%)	9.18	5.65
	Return on Shareholders’ Equity (%)	25.08	16.97
	Net profitability (%)	5.43	2.64
	Basic Earnings Per Share (NT$)	13.06	6.8

IV. R&D Status

In 2025, TeamGroup dedicated itself to high-performance computing and artificial intelligence applications, actively investing in the development of critical technologies. Our R&D efforts have yielded remarkable achievements this year, with three flagship products receiving the 2025 Taiwan Excellence Award: the T-CREATE CinemaP P31 mobile solid-state drive (SSD) designed specifically for professional video content creation, the TEAMGROUP PD20M SSD featuring MagSafe magnetic attachment functionality, and the T-CREATE MASTER Ai DDR5 workstation memory optimized for AI computing. In terms of extreme performance, the T-FORCE gaming series has achieved a breakthrough overclocking frequency of 10,200MHz and is leading the adoption of next-generation CAMM2 modules and proprietary liquid cooling technology.

In the fields of industrial control and information security, the Company has demonstrated substantial R&D capabilities. The industrial-grade P250Q SSD, leveraging the Taiwan-patented invention (M662727) technology of "one-click hardware destruction," not only received the 2025 COMPUTEX Best Choice Award, but its outstanding security features have also laid a solid foundation for subsequent recognition and accolades. Furthermore, the Company's industrial design achievements this year have swept international design awards, including four German Red Dot Product Design Awards and the Japanese Good Design Award. The sustainable product T-FORCE DELTA RGB ECO DDR5 received the 2025 COMPUTEX BC Award for Technology Sustainability, demonstrating TeamGroup's commitment to driving market leadership through technological innovation and practicing ESG values.

Important production and sales policies

In 2025, the global economic environment was influenced by geopolitical tensions, tariffs, and monetary policy factors, resulting in increased market volatility. The memory industry experienced a structural shift in supply and demand dynamics in the latter half of the year, which led to price increases and supply tightness for certain products. With the widespread advancement of AI high-performance computing applications, demand for high-end memory and storage products increased. The Company responded to market changes by optimizing its product portfolio, increasing the proportion of high-end specification products, and maintaining stable shipments and operational resilience through flexible inventory management and risk mitigation.

In 2026, AI applications are expected to expand deployment in personal computing and edge computing scenarios. Product specifications are accelerating toward higher bandwidth, higher capacity, and higher performance. The Company will continue to focus on high-end DDR5 and PCIe 5.0 SSD products, deepen the application scope of industrial control and embedded products, and enhance product validation, delivery management, and technical service capabilities. Simultaneously, the Company will implement strict inventory management and inventory turnover discipline, maintain operational stability through prudent production and sales strategies, and strive to create long-term value for shareholders.

The Company's Future Development Strategy

With the rapid development of AI technology, the global demand for high-performance memory and storage products continues to rise. TeamGroup regards 2026 as a critical inflection point for the universal adoption of AIPC and smart computing. The Company has expanded its portfolio to address high-capacity, high-bandwidth, and low-latency products required for AI

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workloads, actively penetrating emerging application scenarios and key regional markets to capitalize on growth opportunities.

Looking ahead, TeamGroup will continue to enhance market penetration of DDR5 memory and PCIe Gen5 SSDs, and steadily expand its presence in high-end segments including gaming, professional content creation, AI applications, and industrial control. In the industrial control market, TeamGroup maintains a stable supply strategy, continues to provide DDR4 solutions, strengthens product differentiation and supply stability, and enhances overall revenue performance, thereby establishing a more solid foundation for the Company's long-term growth.

In 2026 our development will continue to focus on four main directions:

Positioning for large volume and high-end market share to expand market share :
TeamGroup actively promotes the R&D and market expansion of premium DDR5 memory and PCIe Gen5 SSD, expands its global e-commerce and physical channel distribution network, and strengthens brand equity and market share performance. Synchronizing product design enhancements with improved after-sales service experience; closely monitoring market dynamics to accelerate product iteration and regional launch pace, which facilitates steady growth of premium products in the market.
Strengthening industrial control, AI, and OEM application segments:
TeamGroup continues to deepen collaboration with enterprise and OEM customers, investing R&D resources to deliver durable, reliable, and long-term supply solutions for memory and storage, thereby enhancing partnership stickiness between both parties. To address AI PC/NB demand, TeamGroup launches DDR5 and Gen5 SSD with faster speeds and larger capacities, and with low latency, large capacity, and high specifications as core features, enhances compatibility and stability through comprehensive testing and validation processes; meanwhile, in the industrial control market, TeamGroup maintains supply of its DDR4 product line.
Leading high-speed DDR5 memory and Gen 5 SSD Technology:
In response to AI and high-performance computing demand, TeamGroup, with forward-looking R&D as its core, has launched high-frequency, low-latency DDR5 products and large-capacity, high-bandwidth PCIe Gen5 SSDs, perfecting its application portfolio in the AI PC market and reinforcing its technology leadership position. Concurrently, the Company has reinforced supply chain relationships and power consumption and thermal management mechanisms to ensure stable performance under prolonged high-load operations, solidifying its technological leadership position.
Cultivating next-generation talents:
TeamGroup continues to uphold "talent as competitive advantage" as its core philosophy, deepening cultivation mechanisms for next-generation talent and advancing a comprehensive educational training framework to strengthen organizational resilience and generational continuity. For newly hired employees, the Company provides systematized competency development programs to facilitate rapid integration and potential realization; simultaneously, for middle and senior management, it continues to promote leadership evolution, strategic thinking, and cross-functional collaboration training to facilitate knowledge transfer and organizational upgrading.

Sales volume forecast
The Company has not compiled financial forecasts for 2026 as such, no details are provided for this item.

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External Competition, Legal Environment and Overall Business Environment

Looking back at 2025, the external operating environment was influenced by regional geopolitical developments, the extension of technology and trade restrictions, and fluctuations in exchange rates and costs. However, the sustained momentum of AI cloud data center expansion resulted in an industrial landscape characterized by the coexistence of cyclical volatility and structural growth. Demand for products such as high-bandwidth memory (HBM), server-class DDR5, and high-specification PCIe 5.0 SSDs remained strong, while certain product categories experienced structural shortages and price increases due to upstream capacity adjustments. In this environment, TeamGroup optimized its inventory structure and procurement strategy, collaborated closely with major suppliers, and expanded B2B customer project outcomes, achieving strong operational performance for the year.

Looking ahead to 2026, AI applications are expected to expand into mobile devices and automotive, industrial computing, and smart terminal sectors. Memory and storage products are evolving toward higher speeds and greater capacities, with supply and demand likely to experience periodic fluctuations in line with capacity adjustments. From a regulatory perspective, requirements for supply chain compliance, information security, and sustainability disclosures continue to intensify. Enterprises must strengthen their investments in quality management, traceability, and risk governance. Facing the industry upgrade opportunity brought by structural demand shifts, TeamGroup will focus on premium DDR5 and next-generation SSDs, expand its footprint in industrial control and embedded applications, enhance validation and delivery efficiency, and employ a strategy of balancing prudent management with rapid adjustments to capitalize on the next wave of growth opportunities.

Chairman: Hsia, Dann-Ning

General Manager: Chen, Ching-Wen

Accounting Supervisor: Lee, Chia-I

Annex 2

TEAM GROUP INC.

Audit Committee Review Report

The Board of Directors is responsible for preparing the Company's 2025 Business Report, Financial Statements (including Consolidated and Parent Company financial statements), and Surplus Earnings Distribution Proposal. The financial report has been audited and attested by Yeh Tsui-Miao and Yu, Chih-Fan, Certified Public Accountants from PricewaterhouseCoopers Taiwan (PwC Taiwan) with no material misstatement or discrepancy. The above-mentioned business report, financial statements, and surplus earnings distribution proposal have been reviewed by our Audit Committee, and no exceptions were found. Therefore, under the provisions of Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby report the above. We would appreciate your review and confirmation of the information provided.

TEAM GROUP INC.
Convener of the Audit Committee: Chiang, Fu

February 25, 2026

Annex 3

Team Group Inc.
Director's Remuneration Distribution
December 31, 2025; Unit: NTS thousands; %

Title	Name	Remuneration	The total amount of A, B, C and D, and the percentage in net income after tax	Remuneration for part-time employees	The total amount of A, B, C, D, E, F and G, and the percentage in net income after tax	Remuneration from reinvestment businesses other than subsidiaries
Remuneration (A)	Retirement pension (B)	Director remuneration (C)	Business execution fee (D)	Salary, bonus and special allowance (E)	Retirement Pension (F) (Note 1)	Employee remuneration (G)
Company	The Company	Company	The Company	Company	The Company	Company
Chairman	Hsia,Dann-Ning	16,149	16,149	0	0	1,178
Director	Chi, Mei-Chuan	0	0	0	0	1,178
Chen, Ching-Wen	0	0	0	0	1,178	1,178
Hsia, Shao-An	0	0	0	0	1,178	1,178
Independent director	Chiang, Fu	0	0	0	0	549
Yang, Tuen-Ho	0	0	0	0	549	549
Chang, Hai-Ching	0	0	0	0	612	612
Shieh, Sheau-Yuan	0	0	0	0	869	869
Hwang, Yii-Fang	0	0	0	0	612	612
Total	16,149	16,149	0	0	7,903	7,903

Independent Directors' Remuneration Policy:
The Company's independent directors receive remuneration comprising service fees, transportation allowances, and directors' remuneration in accordance with the Articles of Incorporation. A fixed amount may be paid in consideration of their duties, risks, and time commitment, with reference to industry standards, regardless of whether the Company reports a profit or loss. Where the Company generates profits, additional directors' remuneration shall be distributed pursuant to the Articles of Incorporation.
Other Remuneration:
No remuneration was received by directors for providing other services (e.g., as consultants) during the most recent fiscal year.

Annex 4

Independent Auditors' Report

(115) Cai-Shen-Bao-Zi No. 25004007

To Team Group Inc.

Opinion

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

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

Basis for Opinion

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Company's 2025 parent company only financial statements.

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These matters were addressed in the context of our audit of the parent company only financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

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

Valuation of Allowance for Expected Credit Losses on Accounts Receivable

Description

Please refer to Note 4(8) of parent company only financial statements for accounting policy on accounts receivable, Note 5(2) of parent company only financial statements for uncertainty of accounting estimates and assumptions in relation to accounts receivable valuation, Note 6(3) of parent company only financial statements for details of accounts receivable, and Note 12(2) of parent company only financial statements for details of disclosure of information relating to credit risk.

The Company primarily engages in manufacturing and selling of memory related products. In granting credit terms to customers, the Group considers the customer's financial position, past transaction experience and other factors, and therefore assumes the related credit risk. The Company periodically assesses the credit quality and collection status of customers to properly adjust its credit policy as appropriate. Additionally, the valuation of impairment on accounts receivable is based on IFRS 9 "Financial Instruments" applying the simplified approach to estimate expected credit loss. The management uses factors that may affect customers' ability to settle outstanding balances, including the aging of receivables as of the balance sheet date, the payment history of customers, and their financial status and economic situation, and incorporates forward-looking information to establish a provision matrix.

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As the estimation of allowance for expected credit losses on accounts receivable involves management's judgment, and the amount of provision has a material impact on the parent company only financial statements, we consider the valuation of the allowance for expected credit losses on accounts receivable to be one of the key audit matters.

How our audit addressed the matter

Our audit procedures in response to the above key audit matter included the following:

Obtained an understanding of the Company's operations and credit quality of the customer in order to evaluate the Company's provision policies and procedures on allowance for expected credit losses on accounts receivable.
Evaluated loss allowance for expected credit losses on accounts receivable individually assessed for impairment.
Tested the changes in the aging of accounts receivable, checked the relevant supporting documents for the invoice date, and confirmed the classification of the aging period.
Obtained and reviewed information provided by management, including the historical loss rates, overdue situation and forward-looking information, to evaluate the amount of provision for loss allowance.

Valuation of Inventories

Description

Please refer to Note 4(11), for accounting policies on inventory valuation, Note 5(2) for the uncertainty of accounting estimates and assumptions applied on inventory valuation, and Note 6(4) for details of inventories.

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The Company primarily engages in manufacturing and selling of memory related products. Due to the highly competitive nature of the consumer electronics market, the Company's products have short life cycles and frequent fluctuation of price, causing higher risk of inventory write-downs. The Company estimates the net realizable value of inventory on the balance sheet date. The net realizable value of each inventory item is individually assessed and compared with its cost to determine the lower of the two amounts. In addition, the Company evaluates the aging and condition of individual inventory items in determining the amount of inventory valuation losses to be recognized.

As the valuation of inventories involves management's judgments and the amount recognized has a significant impact on the parent company only financial statements, we consider the valuation of inventories to be one of the key audit matters.

How our audit addressed the matter

Our audit procedures in response to the above key audit matter included the following:

Obtained an understanding of the policies for inventory valuation allowances and assessed whether the policy was consistently applied during the reporting period.
Performed physical inventory count at the end of period to identify whether there are obsolete, damaged or unsalable inventories.
Tested changes in inventory aging and checked the movement date with supporting documents to ascertain the classification of aging periods and assess the effect on inventory valuation.
Obtained net realizable value reports of each kind of inventory and checked the calculation formulas. Tested relevant supporting documents and recalculated each kind of inventory and compared allowance for valuation losses that the Group should provision at the lower of cost and net realizable value.

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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 Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

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

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

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

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

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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.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the 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.
Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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.

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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 the independence requirements set out in the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the 2025 parent company only 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.

PwC, Taiwan

Yeh, Tsui-Miao

CPA

Yu, Chih-Fan

Former Securities and Futures Bureau, Financial Supervisory Commission, Executive Yuan
Approval Certification Reference No.: Jin-Guan-Zheng-Liu-Zi No.0960058737
Financial Supervisory Commission
Approval Certification Reference No.: Jin-Guan-Zheng-Shen-Zi No.1110349013

February 25, 2026

TEAM GROUP INC.
PARENT COMPANY ONLY BALANCE SHEET
December 31, 2025 and 2024

Unit: NT$ thousand

December 31, 2024

	Assets	Notes	December 31, 2025		December 31, 2024
			Amount	%	Amount	%
Current assets
1100	Cash and cash equivalents	6(1)	$ 607,640	4	$ 2,401,358	26
1136	Financial assets at amortized cost - current	6(1) and 8
			174,344	1	138,207	2
1150	Notes receivable, net	6(3)	342	-	41	-
1170	Accounts receivable, net	6(3)	4,103,973	28	967,575	10
1180	Accounts receivable - related parties, net	6(3) and 7(2)
			157,871	1	37,750	-
1200	Other receivables	6(1)	121,787	1	62,840	1
1210	Other receivables - related parties	7(2)	113	-	342	-
1220	Current tax assets	6(26)	-	-	332	-
130X	Inventories	6(4)	9,134,954	61	5,163,613	55
1410	Prepayments	7(2)	38,088	-	23,137	-
1470	Other current assets	6(5)	39,602	-	-	-
11XX	Total current assets		14,378,714	96	8,795,195	94
Non-current assets
1535	Financial assets at amortized cost - non-current	6(1) and 8
			5,513	-	9,220	-
1550	Investments accounted for using the equity method	6(6)
			76,837	-	118,395	1
1600	Property, plant and equipment	6(7) and 8	417,250	3	337,434	4
1755	Right-of-use assets	6(8)	20,981	-	25,817	-
1780	Intangible assets		4,488	-	5,678	-
1840	Deferred tax assets	6(26)	119,512	1	59,978	1
1915	Prepayments for equipment		13,755	-	15,146	-
1920	Refundable deposits	7(2)	10,453	-	3,011	-
15XX	Total non-current assets		668,789	4	574,679	6
1XXX	Total assets		$ 15,047,503	100	$ 9,369,874	100

(Continued)

(Please refer to the accompanying notes to the consolidated financial statements for details)

TEAM GROUP INC.
PARENT COMPANY ONLY BALANCE SHEET
December 31, 2025 and 2024

Unit: NT$ thousand

Liabilities and equity	Notes	December 31, 2025		December 31, 2024
		Amount	%	Amount	%
Current liabilities
2100	Short-term borrowings	6(9)	$ 3,047,168	20	$ 742,386	8
2110	Short-term notes and bills payable	6(10)	100,000	1	130,000	1
2130	Contract liabilities - current	6(19) and 7(2)	20,293	-	26,155	-
2150	Notes payable		34,554	-	43,316	1
2170	Accounts payable	6(11)	4,910,614	33	1,956,036	21
2180	Accounts payable - related parties	7(2)	977,472	6	33,888	-
2200	Other payables	6(12)	284,662	2	352,919	4
2230	Current tax liabilities	6(26)	405,881	3	95,518	1
2250	Provisions - current		39,573	-	5,000	-
2280	Lease liabilities - current		11,413	-	14,155	-
2320	Current portion of long-term liabilities	6(14)
			45,748	-	44,862	1
2399	Other current liabilities - others	6(5)	236,153	2	1,797,760	19
21XX	Total current liabilities		10,113,531	67	5,241,995	56
Non-current liabilities
2530	Corporate bonds payable	6(13)	-	-	-	-
2540	Long-term borrowings	6(14)	63,387	1	109,478	1
2570	Deferred tax liabilities	6(26)	6,109	-	2,930	-
2580	Lease liabilities - non-current		9,869	-	12,074	-
2640	Net defined benefit liabilities - non-current	6(15)
			3,956	-	4,008	-
25XX	Total non-current liabilities		83,321	1	128,490	1
2XXX	Total liabilities		10,196,852	68	5,370,485	57
Equity
	Share capital	6(16)
3110	Common stock		849,633	6	849,633	9
	Capital surplus	6(17)
3200	Capital surplus		1,983,117	13	2,238,007	24
	Retained earnings	6(18)
3310	Legal reserve		168,861	1	118,217	1
3320	Special reserve		8,408	-	10,138	-
3350	Unappropriated earnings		1,852,716	12	791,802	9
	Other equity
3400	Other equity		( 12,084)	-	( 8,408)	-
3XXX	Total equity		4,850,651	32	3,999,389	43
	Significant contingent liabilities and unrecognized contractual commitments	9
	Significant Subsequent Events	11
3X2X	Total liabilities and equity		$ 15,047,503	100	$ 9,369,874	100

(Please refer to the accompanying notes to the consolidated financial statements for details)

TEAM GROUP INC.

PARENT COMPANY ONLY STATEMENT OF COMPREHENSIVE INCOME

For the Years Ended December 31, 2025 and 2024

Unit: NT$ thousand
(Except earnings per share in NT$)

Item	Notes	2025		2024
		Amount	%	Amount	%
4000	Operating revenue	6(19) and 7(2)	$ 20,459,807	100	$ 19,898,958	100
5000		6(4)(24)and
	Operating costs	7(2)	( 17,556,726)	( 86)	( 17,724,792)	( 89)
5900	Gross profit		2,903,081	14	2,174,166	11
5910	Unrealized loss (profit) from sales	6(6)	( 47,028)	-	1,203	-
5920	Realized loss (profit) from sales	6(6)	( 1,203)	-	4,915	-
5950	Gross profit		2,854,850	14	2,180,284	11
	Operating expenses	6(24)
		(25)
6100	Selling and marketing expenses		( 1,089,274)	( 5)	( 1,384,416)	( 7)
6200	General and administrative expenses		( 258,680)	( 1)	( 187,517)	( 1)
6300	Research and development expenses		( 83,270)	( 1)	( 67,468)	-
6450	Expected credit impairment (loss)	12(2)
	gain		( 23,654)	-	714	-
6000	Total operating expenses		( 1,454,878)	( 7)	( 1,638,687)	( 8)
6900	Operating gain		1,399,972	7	541,597	3
	Non-operating income and expenses
7100	Interest income	6(20)	61,486	-	81,527	1
7010	Other income	6(21)	4,848	-	4,007	-
7020	Other gains and losses	6(22)	( 14,708)	-	75,109	-
7050	Finance costs	6(23)	( 47,255)	-	( 31,035)	-
7070	Share of profit of subsidiaries, associates, and joint ventures accounted for using equity method	6(6)
7000	Total non-operating income and expenses		10,349	-	( 6,823)	-
7900	Profit before income tax		14,720	-	122,785	1
7950	Income tax expenses	6(26)	( 304,819)	( 2)	( 137,026)	( 1)
8200	Net profit for the period		$ 1,109,873	5	$ 527,356	3
	Other comprehensive income, net
	Items that will not be reclassified subsequently to profit or loss
	Items that will not be reclassified subsequently to profit or loss
8311	Remeasurements of defined benefit plans	6(15)
8349	Income tax related to items that will not be reclassified subsequently to profit or loss	6(26)
8310	Total items that will not be reclassified subsequently to profit or loss		12	-	( 104)	-
	Items that may be reclassified subsequently to profit or loss		( 45)	-	415	-
8361	Exchange differences on foreign operations translations	6(6)
8360	Total items that may be reclassified subsequently to profit or loss		( 3,676)	-	1,730	-
8300	Other comprehensive income, net		( $ 3,721)	-	$ 2,145	-
8500	Total comprehensive income for the period		$ 1,106,152	5	$ 529,501	3
	Basic earnings per share	6(27)
9750	Net profit for the period		$ 13.06	$	6.80
	Diluted earnings per share	6(27)
9850	Net profit for the period		$ 12.94	$	6.30

(Please refer to the accompanying notes to the consolidated financial statements for details)

TEAM GROUP INC.
PARENT COMPANY ONLY STATEMENT OF CHANGES IN EQUITY
For the Years Ended December 31, 2025 and 2024

Unit: NT$ thousand

	Notes	Common stock	Capital surplus	Retained earnings			Other equity	Treasury shares	Total equity
				Legal reserve	Special reserve	Unappropriated earnings	Exchange differences on foreign operations translations
2024
Balance on January 1, 2024		$ 715,487	$ 1,132,526	$ 94,556	$ 6,319	$ 312,846	($ 10,138 )	($ 35,335 )	$ 2,216,261
Net profit for the period		-	-	-	-	527,356	-	-	527,356
Other comprehensive income (loss) for the period		-	-	-	-	415	1,730	-	2,145
Total comprehensive income (loss) for the period		-	-	-	-	527,771	1,730	-	529,501
Appropriation of earnings for 2023
Appropriation to legal reserve	6(18)	-	-	23,661	-	( 23,661 )	-	-	-
Appropriation to special reserve	6(18)	-	-	-	3,819	( 3,819 )	-	-	-
Cash distribution from capital surplus	6(18)	-	( 140,297 )	-	-	-	-	-	( 140,297 )
Issuance of convertible corporate bonds	6(17)	-	248,558	-	-	-	-	-	248,558
Conversion of convertible corporate bonds	6(17)	148,146	997,220	-	-	-	-	-	1,145,366
Cancellation of treasury stock	6(16)	( 14,000 )	-	-	-	( 21,335 )	-	35,335	-
Balance on December 31, 2024		$ 849,633	$ 2,238,007	$ 118,217	$ 10,138	$ 791,802	($ 8,408 )	$ -	$ 3,999,389
2025
Balance on January 1, 2025		$ 849,633	$ 2,238,007	$ 118,217	$ 10,138	$ 791,802	($ 8,408 )	$ -	$ 3,999,389
Net profit for the period		-	-	-	-	1,109,873	-	-	1,109,873
Other comprehensive income (loss) for the period		-	-	-	-	( 45 )	( 3,676 )	-	( 3,721 )
Total comprehensive income (loss) for the period		-	-	-	-	1,109,828	( 3,676 )	-	1,106,152
Appropriation of earnings for 2024
Appropriation to legal reserve	6(18)	-	-	50,644	-	( 50,644 )	-	-	-
Reversal of special reserve	6(18)	-	-	-	( 1,730 )	1,730	-	-	-
Cash distribution from capital surplus	6(18)	-	( 254,890 )	-	-	-	-	-	( 254,890 )
Balance on December 31, 2025		$ 849,633	$ 1,983,117	$ 168,861	$ 8,408	$ 1,852,716	($ 12,084 )	$ -	$ 4,850,651

(Please refer to the accompanying notes to the consolidated financial statements for details)

TEAM GROUP INC.
PARENT COMPANY ONLY STATEMENT OF CASH FLOWS
For the Years Ended December 31, 2025 and 2024

| | Notes | For the Year Ended December 31, 2025 | Unit: NT$ thousand
For the Year Ended December 31, 2024 |
| --- | --- | --- | --- |
| Cash flows from operating activities | | | |
| Profit before income tax | | $ 1,414,692 | $ 664,382 |
| Adjustments | | | |
| Profit and loss items | | | |
| Expected credit impairment (gain) loss | 12(2) | 23,654 | ( 714 ) |
| Depreciation (including right-of-use assets) | 6(24) | 38,501 | 28,694 |
| Amortization expense of intangible assets | 6(24) | 2,964 | 2,440 |
| Loss (gain) on financial assets at fair value through profit or loss | 6(22) | - | ( 3,776 ) |
| Share of profit of subsidiaries, associates, and joint ventures accounted for using equity method | 6(6) | ( 10,349 ) | 6,823 |
| Gain on disposal of investments accounted for using equity method | | - | ( 73 ) |
| Interest expenses | 6(23) | 47,255 | 31,035 |
| Interest income | 6(20) | ( 61,486 ) | ( 81,527 ) |
| Gain on lease modifications | 6(22) | - | ( 94 ) |
| Loss (gain) on disposal of property, plant and equipment | 6(22) | 336 | ( 331 ) |
| Unrealized profit (loss) from sales | 6(6) | 47,028 | ( 1,203 ) |
| Realized loss (profit) from sales | 6(6) | 1,203 | ( 4,915 ) |
| Changes in operating assets and liabilities | | | |
| Net changes in operating assets | | | |
| Notes receivable, net | | ( 301 ) | 900 |
| Accounts receivable | | ( 3,160,052 ) | 2,034,235 |
| Accounts receivable - related parties, net | | ( 120,121 ) | 32,631 |
| Other receivables | | ( 58,947 ) | 32,738 |
| Inventories | | ( 3,971,341 ) | ( 1,824,187 ) |
| Other receivables - related parties | | 229 | ( 134 ) |
| Prepayments | | ( 14,951 ) | 27,167 |
| Other current assets | | ( 39,602 ) | 442,249 |
| Net changes in operating liabilities | | | |
| Contract liabilities - current | | ( 5,862 ) | 15,180 |
| Notes payable | | ( 8,762 ) | ( 42,061 ) |
| Accounts payable | | 2,954,578 | ( 1,994,699 ) |
| Accounts payable - related parties | | 943,584 | ( 8,941 ) |
| Other payables | | ( 68,965 ) | 159,271 |
| Current provisions | 6(22) | 34,573 | - |
| Other current liabilities - others | | ( 1,561,607 ) | 1,444,633 |
| Net defined benefit liabilities | | ( 109 ) | ( 161 ) |
| Cash inflow (outflow) from operations | | ( 3,573,858 ) | 959,562 |
| Interest received | | 61,486 | 81,527 |
| Income tax paid | | ( 50,717 ) | ( 118,154 ) |
| Income tax returned | | 250 | - |
| Net cash inflow (outflow) from operating activities | | ( 3,562,839 ) | 922,935 |

(Continued)

(Please refer to the accompanying notes to the consolidated financial statements for details)

TEAM GROUP INC.
PARENT COMPANY ONLY STATEMENT OF CASH FLOWS
For the Years Ended December 31, 2025 and 2024

| | Notes | For the Year Ended December 31, 2025 | Unit: NT$ thousand
For the Year Ended December 31, 2024 |
| --- | --- | --- | --- |
| Cash flows from investing activities | | | |
| Decrease (increase) in financial assets at amortized cost - current | | ($ 36,137) | $ 60,491 |
| (Increase) Decrease in financial assets at amortized cost - non-current | | 3,707 | 4,298 |
| Disposal of investments accounted for using equity method | 6(6) | - | 111 |
| Acquisition of property, plant and equipment | 6(28) | ( 102,810) | ( 16,939) |
| Disposal of property, plant and equipment | | 61 | 914 |
| Purchase of intangible assets | | ( 1,774) | ( 4,182) |
| (Increase in) refundable deposits | | ( 7,655) | ( 1,051) |
| Decrease in refundable deposits | | 213 | 2,949 |
| (Increase in) prepayments for equipment | | - | ( 14,726) |
| Net cash (outflow) inflow from investing activities | | ( 144,395) | 31,865 |
| Cash flows from financing activities | | | |
| Increase (decrease) in short-term borrowings | 6(29) | 2,304,782 | ( 489,491) |
| Increase (decrease) in short-term notes and bills payable | 6(29) | ( 30,000) | ( 70,000) |
| Repayments of long-term borrowings | 6(29) | ( 45,205) | ( 87,399) |
| Interest paid | | ( 45,363) | ( 23,458) |
| Cash distributed from capital surplus | 6(18) | ( 254,890) | ( 140,297) |
| Acquisition of investments accounted for using the equity - capital increase of subsidiaries | 6(6) | - | ( 14,224) |
| Repayments of principal portion of lease liabilities | 6(29) | ( 15,808) | ( 12,258) |
| Issuance of convertible corporate bonds | 6(29) | - | 1,388,890 |
| Net cash inflows from financing activities | | 1,913,516 | 551,763 |
| Net (decrease) increase in cash and cash equivalents | | ( 1,793,718) | 1,506,563 |
| Balance of cash and cash equivalents at the beginning of the period | | 2,401,358 | 894,795 |
| Balance of cash and cash equivalents at the end of the period | | $ 607,640 | $ 2,401,358 |

(Please refer to the accompanying notes to the consolidated financial statements for details)

Team Group Inc.
Declaration of Consolidated Financial of Affiliated Enterprises

For 2025 (January 1, 2025 to December 31, 2025), the companies that should be included in the consolidated financial statements of affiliated enterprises in accordance with the " Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises" are the same as those that should be included in the consolidated financial statements of the parent and its subsidiaries in accordance with IFRS 10. The information required to be disclosed in the consolidated financial statements of affiliated enterprises has already been disclosed in the aforementioned consolidated financial statements of the parent and its subsidiaries. Therefore, no separate consolidated financial statements of affiliated enterprises are prepared.

Very truly yours,

Company name: Team Group Inc.

Person in Charge: Hsia, Dann-Ning

February 25, 2026

~26~

Independent Auditors' Report

(115) Cai-Shen-Bao-Zi No. 25004764

To Team Group Inc.

Opinion

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

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

Basis for Opinion

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

~27~

Key Audit Matters

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

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

Valuation of Allowance for Expected Credit Losses on Accounts Receivable

Description

Please refer to Note 4(9) of consolidated financial statements for accounting policy on accounts receivable, Note 5(2) of consolidated financial statements for uncertainty of accounting estimates and assumptions in relation to accounts receivable valuation, Note 6(3) of consolidated financial statements for details of accounts receivable, and Note 12(2) of consolidated financial statements for details of disclosure of information relating to credit risk.

The Group primarily engages in manufacturing and selling of memory related products. In granting credit terms to customers, the Group considers the customer's financial position, past transaction experience and other factors, and therefore assumes the related credit risk. The Group periodically assesses the credit quality and collection status of customers to properly adjust its credit policy as appropriate. Additionally, the valuation of impairment on accounts receivable is based on IFRS 9 "Financial Instruments" applying the simplified approach to estimate expected credit loss. The management uses factors that may affect customers' ability to settle outstanding balances, including the aging of receivables as of the balance sheet date, the payment history of customers, and their financial status and economic situation, and incorporates forward-looking information to establish a provision matrix.

As the estimation of allowance for expected credit losses on accounts receivable involves management's judgment, and the amount of provision has a material impact on the consolidated financial statements, we consider the valuation of the allowance for expected credit losses on accounts receivable to be one of the key audit matters.

~28~

~29~

How our audit addressed the matter

Our audit procedures in response to the above key audit matter included the following:

Obtained an understanding of the Group's operations and credit quality of the customer in order to evaluate the Group's provision policies and procedures on allowance for expected credit losses on accounts receivable.
Evaluated loss allowance for expected credit losses on accounts receivable individually assessed for impairment.
Tested the changes in the aging of accounts receivable, checked the relevant supporting documents for the invoice date, and confirmed the classification of the aging period.
Obtained and reviewed information provided by management, including the historical loss rates, overdue situation and forward-looking information, to evaluate the amount of provision for loss allowance.

Valuation of Inventories

Description

Please refer to Note 4(12), for accounting policies on inventory valuation, Note 5(2) for the uncertainty of accounting estimates and assumptions applied on inventory valuation, and Note 6(4) for details of inventories.

The Group primarily engages in manufacturing and selling of memory related products. Due to the highly competitive nature of the consumer electronics market, the Group's products have short life cycles and frequent fluctuation of price, causing higher risk of inventory write-downs. The Group estimates the net realizable value of inventory on the balance sheet date. The net realizable value of each inventory item is individually assessed and compared with its cost to determine the lower of the two amounts. In addition, the Group evaluates the aging and condition of individual inventory items in determining the amount of inventory valuation losses to be recognized.

As the valuation of inventories involves management's judgments and the amount recognized has a significant impact on the consolidated financial statements, we consider the valuation of inventories to be one of the key audit matters.

~30~

How our audit addressed the matter

Our audit procedures in response to the above key audit matter included the following:

Obtained an understanding of the policies for inventory valuation allowances and assessed whether the policy was consistently applied during the reporting period.
Performed physical inventory count at the end of period to identify whether there are obsolete, damaged or unsalable inventories.
Tested changes in inventory aging and checked the movement date with supporting documents to ascertain the classification of aging periods and assess the effect on inventory valuation.
Obtained net realizable value reports of each kind of inventory and checked the calculation formulas. Tested relevant supporting documents and recalculated each kind of inventory and compared allowance for valuation losses that the Group should provision at the lower of cost and net realizable value.

Other Matters - Parent Company Only Financial Statements

Team Group Inc. has prepared the parent company only financial statements for the years ending December 31, 2025 and 2024, and we have audited and expressed an unqualified opinion on them for your reference.

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

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

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

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

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

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

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

~31~

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient 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.

~32~

From the 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

PwC, Taiwan

Yeh, Tsui-Miao

CPA

Yu, Chih-Fan

Former Securities and Futures Bureau, Financial Supervisory Commission, Executive Yuan
Approval Certification Reference No.:
Jin-Guan-Zheng-Liu-Zi No.0960058737
Financial Supervisory Commission
Approval Certification Reference No.:
Jin-Guan-Zheng-Shen-Zi No.1110349013
February 25, 2026

~33~

TEAM GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Years Ended December 31, 2025 and 2024
Unit: NT$ thousand
(Except earnings per share in NT$)

	Assets	Notes	December 31, 2025		December 31, 2024
			Amount	%	Amount	%
Current assets
1100	Cash and cash equivalents	6(1)	$ 708,402	5	$ 2,467,222	25
1136	Financial assets at amortized cost - current	6(1) and 8	174,344	1	138,207	1
1150	Notes receivable, net	6(3)	342	-	41	-
1170	Accounts receivable, net	6(3)	4,131,388	28	985,784	10
1180	Accounts receivable - related parties, net	6(3) and 7(2)	-	-	27,386	-
1200	Other receivables	7(2)	124,956	1	64,541	1
1220	Current tax assets	6(25)	938	-	1,263	-
130X	Inventories	6(4)	9,191,226	61	5,822,995	58
1410	Prepayments	7(2)	47,406	-	25,044	-
1470	Other current assets	6(5)	39,700	-	-	-
11XX	Total current assets		14,418,702	96	9,532,483	95
Non-current assets
	Financial assets at amortized cost -	6(1) and 8
1535	non-current		5,513	-	9,220	-
1600	Property, plant and equipment	6(6) and 8	417,671	3	337,797	4
1755	Right-of-use assets	6(7)	24,691	-	29,203	-
1780	Intangible assets		4,488	-	5,678	-
1840	Deferred tax assets		120,274	1	60,641	1
1915	Prepayments for equipment		13,755	-	15,146	-
1920	Refundable deposits	7(2)	11,964	-	4,589	-
15XX	Total non-current assets		598,356	4	462,274	5
1XXX	Total assets		$ 15,017,058	100	$ 9,994,757	100

(Continued)

TEAM GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the Years Ended December 31, 2025 and 2024

Unit: NT$ thousand
(Except earnings per share in NT$)

Liabilities and equity	Notes	December 31, 2025		December 31, 2024
		Amount	%	Amount	%
Current liabilities
2100	Short-term borrowings	6(8)	$ 3,047,168	20	$ 742,386	8
2110	Short-term notes and bills payable	6(9)	100,000	1	130,000	1
2130	Contract liabilities - current	6(18)	20,365	-	18,092	-
2150	Notes payable		34,554	-	43,316	-
2170	Accounts payable	6(10)	5,700,363	38	2,614,138	26
2200	Other payables	6(11) and 7(2)	435,313	3	356,380	4
2230	Current tax liabilities	6(25)	407,356	3	96,407	1
2250	Provisions - current		39,573	-	5,000	-
2280	Lease liabilities - current		14,540	-	16,488	-
2320	Current portion of long-term liabilities	6(13)	45,748	-	44,862	1
2399	Other current liabilities - others	6(5)	236,473	2	1,798,031	18
21XX	Total current liabilities		10,081,453	67	5,865,100	59
Non-current liabilities
2530	Corporate bonds payable	6(12)	-	-	-	-
2540	Long-term borrowings	6(13)	63,387	1	109,478	1
2570	Deferred tax liabilities	6(25)	6,954	-	3,630	-
2580	Lease liabilities - non-current		10,657	-	13,152	-
2640	Net defined benefit liabilities - non-current	6(14)	3,956	-	4,008	-
25XX	Total non-current liabilities		84,954	1	130,268	1
2XXX	Total liabilities		10,166,407	68	5,995,368	60
Equity
Equity attributable to the owners of the parent company
	Share capital	6(15)
3110	Common stock		849,633	6	849,633	9
	Capital surplus	6(16)
3200	Capital surplus		1,983,117	13	2,238,007	22
	Retained earnings	6(17)
3310	Legal reserve		168,861	1	118,217	1
3320	Special reserve		8,408	-	10,138	-
3350	Unappropriated earnings		1,852,716	12	791,802	8
	Other equity
3400	Other equity		( 12,084)	-	( 8,408)	-
3XXX	Total equity		4,850,651	32	3,999,389	40
	Significant contingent liabilities and unrecognized contractual commitments	9
	Significant subsequent events	11
3X2X	Total liabilities and equity		$ 15,017,058	100	$ 9,994,757	100

~35~

TEAM GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Years Ended December 31, 2025 and 2024
Unit: NT$ thousand
(Except earnings per share in NT$)

Item	Notes	2025		2024
		Amount	%	Amount	%
4000	Operating revenue	6(18) and 7(2)	$ 20,428,449	100	$ 19,938,459	100
5000	Operating costs	6(4)(23) and 7(2)	( 17,514,031)	( 86)	( 17,712,405)	( 89)
5950	Gross profit		2,914,418	14	2,226,054	11
	Operating expenses	6(23) and 7(2)
6100	Selling and marketing expenses		( 1,138,686)	( 6)	( 1,434,171)	( 7)
6200	General and administrative expenses		( 258,781)	( 1)	( 187,640)	( 1)
6300	Research and development expenses		( 83,270)	-	( 67,468)	-
6450	Expected credit impairment (loss)	12(2)
	gain		( 23,654)	-	714	-
6000	Total operating expenses		( 1,504,391)	( 7)	( 1,688,565)	( 8)
6900	Operating gain		1,410,027	7	537,489	3
	Non-operating income and expenses
7100	Interest income	6(19)	62,257	-	81,561	1
7010	Other income	6(20)	6,422	-	5,416	-
7020	Other gains and losses	6(21)	( 14,371)	-	75,293	-
7050	Finance costs	6(22)	( 47,367)	-	( 31,105)	-
7060	Share of (loss) profit of associates and joint ventures accounted for using equity method		-	-	19	-
7000	Total non-operating income and expenses		6,941	-	131,184	1
7900	Profit before income tax		1,416,968	7	668,673	4
7950	Income tax expenses	6(25)	( 307,095)	( 2)	( 141,317)	( 1)
8200	Net profit for the period		$ 1,109,873	5	$ 527,356	3
	Other comprehensive income, net
8311	Remeasurements of defined benefit plans	6(14)
8349	Income tax related to items that will not be reclassified subsequently to profit or loss	6(25)
8310	Total items that will not be reclassified subsequently to profit or loss		12	-	( 104)	-
	Items that may be reclassified subsequently to profit or loss
8361	Exchange differences on foreign operations translations		( 3,676)	-	1,730	-
8360	Total items that may be reclassified subsequently to profit or loss		( 3,676)	-	1,730	-
8300	Other comprehensive income, net		($ 3,721)	-	$ 2,145	-
8500	Total comprehensive income for the period		$ 1,106,152	5	$ 529,501	3
	Profit attributable to:
8610	Owners of the parent company		$ 1,109,873	5	$ 527,356	3
	Comprehensive income (loss) attributable to:
8710	Owners of the parent company		$ 1,106,152	5	$ 529,501	3
	Basic earnings per share
9750	Net profit for the period	6(26)	$	13.06	$	6.80
	Diluted earnings per share
9850	Net profit for the period	6(26)	$	12.94	$	6.30

~36~

TEAM GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the Years Ended December 31, 2025 and 2024

Unit: NTD thousand

	Equity attributable to owners of parent
	Share capital		Capital surplus	Retained earnings			Other equity interest	Treasury shares	Total equity
	Notes	Share capital - common stock		Legal reserve	Special reserve	Unappropriated retained earnings	Financial statements translation differences of foreign operations
For the Year Ended December 31, 2024
Balance on January 1, 2024		$ 715,487	$ -	$ 1,132,526	$ 94,556	$ 6,319	$ 312,846	($ 10,138)	$ 35,335
Net profit for the period		-	-	-	-	-	527,356	-	-
Other comprehensive income (loss) for the period		-	-	-	-	-	415	1,730	-
Total comprehensive income (loss) for the period		-	-	-	-	-	527,771	1,730	-
Appropriation of earnings for 2023
Appropriation to legal reserve	6(17)	-	-	-	23,661	-	(23,661)	-	-
Appropriation to special reserve	6(17)	-	-	-	-	3,819	(3,819)	-	-
Cash distribution from capital surplus	6(17)	-	-	(140,297)	-	-	-	-	(140,297)
Issuance of convertible corporate bonds	6(16)	-	-	248,558	-	-	-	-	248,558
Conversion of convertible corporate bonds	6(16)	148,146	-	997,220	-	-	-	-	1,145,366
Cancellation of treasury stock		(14,000)	-	-	-	-	(21,335)	-	35,335
Balance on December 31, 2024		$ 849,633	$ -	$ 2,238,007	$ 118,217	$ 10,138	$ 791,802	($ 8,408)	$ -
For the Year Ended December 31, 2025
Balance on January 1, 2025		$ 849,633	$ -	$ 2,238,007	$ 118,217	$ 10,138	$ 791,802	($ 8,408)	$ -
Net profit for the period		-	-	-	-	-	1,109,873	-	-
Other comprehensive income (loss) for the period		-	-	-	-	-	(45)	(3,676)	-
Total comprehensive income (loss) for the period		-	-	-	-	-	1,109,828	(3,676)	-
Appropriation of earnings for 2024
Appropriation to legal reserve	6(17)	-	-	-	50,644	-	(50,644)	-	-
Reversal of special reserve	6(17)	-	-	-	-	(1,730)	1,730	-	-
Cash distribution from capital surplus	6(17)	-	-	(254,890)	-	-	-	-	(254,890)
Balance on December 31, 2025		$ 849,633	$ -	$ 1,983,117	$ 168,861	$ 8,408	$ 1,852,716	($ 12,084)	$ -

TEAM GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2025 and 2024
Unit: NT$ thousand

	Notes	For the Year Ended December 31, 2025	For the Year Ended December 31, 2024
Cash flows from operating activities
Profit before income tax		$ 1,416,968	$ 668,673
Adjustments
Profit and loss items
Expected credit impairment (gain) loss	12(2)	23,654	( 714 )
Depreciation (including right-of-use assets)	6(23)	42,200	32,530
Amortization expense of intangible assets	6(23)	2,964	2,440
Loss (gain) on financial assets at fair value through profit or loss	6(21)	-	( 3,776 )
Shares of losses (gain) of associates accounted for using equity method		-	( 19 )
Gain on disposal of investments accounted for using equity method	6(21)	-	( 73 )
Interest income	6(19)	( 62,257 )	( 81,561 )
Interest expenses	6(22)	47,367	31,105
Gain on lease modifications	6(21)	-	( 94 )
Loss (gain) on disposal of property, plant and equipment	6(21)	341	( 332 )
Changes in operating assets and liabilities
Net changes in operating assets
Notes receivable, net		( 301 )	900
Accounts receivable, net		( 3,169,258 )	2,066,851
Accounts receivable - related parties, net		27,386	33,715
Other receivables		( 60,415 )	34,672
Inventories		( 3,368,231 )	( 2,460,992 )
Prepayments		( 22,362 )	26,112
Other current assets		( 39,700 )	442,249
Net changes in operating liabilities
Contract liabilities - current		2,273	7,004
Notes payable		( 8,762 )	( 42,061 )
Accounts payable		3,086,225	( 1,387,040 )
Other payables		78,174	151,283
Provisions - current	6(21)	34,573	-
Other current liabilities		( 1,561,558 )	1,444,684
Net defined benefit liability - non-current		( 109 )	( 161 )
Cash inflow (outflow) from operations		( 3,530,828 )	965,395
Interest received		62,257	81,561
Income tax paid		( 52,383 )	( 121,856 )
Income tax returned		250	690
Net cash inflow (outflow) from operating activities		( 3,520,04 )	925,790

(Continued)

TEAM GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2025 and 2024
Unit: NT$ thousand

	Notes	For the Year Ended December 31, 2025	For the Year Ended December 31, 2024
Cash flows from investing activities
Decrease (increase) in financial assets at amortized cost - current		($ 36,137)	$ 60,491
Decrease (increase) in financial assets at amortized cost - non-current		3,707	4,298
Acquisition of property, plant and equipment	6(27)	( 103,043)	( 17,018)
Disposal of property, plant and equipment		63	920
Purchase of intangible assets		( 1,774)	( 4,182)
Disposal of investments accounted for using equity method		-	111
(Increase in) prepayments for equipment		-	( 14,726)
(Increase in) refundable deposits		( 7,657)	( 1,051)
Decrease in refundable deposits		282	2,974
Net cash inflow (outflow) from investing activities		( 144,559)	31,817
Cash flows from financing activities
Increase (decrease) in short-term borrowings	6(28)	2,304,782	( 489,491)
Increase (decrease) in short-term notes and bills payable	6(28)	( 30,000)	( 70,000)
Repayments of long-term borrowings	6(28)	( 45,205)	( 87,399)
Interest paid		( 45,424)	( 23,528)
Repayments of principal portion of lease liabilities	6(28)	( 19,634)	( 15,948)
Issuance of convertible corporate bonds	6(28)	-	1,388,890
Cash distributed from capital surplus	6(17)	( 254,890)	( 140,297)
Net cash inflows from financing activities		1,909,629	562,227
Effect of exchange rate changes		( 3,186)	1,073
Net (decrease) increase in cash and cash equivalents		( 1,758,820)	1,520,907
Balance of cash and cash equivalents at the beginning of the period		2,467,222	946,315
Balance of cash and cash equivalents at the end of the period		$ 708,402	$ 2,467,222

~39~

Annex 5.

TEAM GROUP INC.
Comparison Table of Amendments to "Articles of Incorporation"

After Amendment	Before Amendment	Remark
Article 5
1. The total amount of capital of the Company is NT$2.5 Billion, divided into 250 Million shares at NT$10 per share, and all are common shares, and the Board of Directors of the Company is hereby authorized to issue on partial basis	Article 5
1. The total amount of capital of the Company is NT$1.5 Billion, divided into 150 Million shares at NT$10 per share, and all are common shares, and the Board of Directors of the Company is hereby authorized to issue on partial basis	In response to operational needs, the Company plans to increase its authorized capital to NT$2.5 billion
Article 22
The present Articles of Incorporation were laid down on March 26, 1997
The twenty-fourth amendment was made on June 17, 2020. The twenty-five amendment was made on May 29, 2025.
The twenty-six amendment was made on May 15, 2026.	Article 22
The present Articles of Incorporation were laid down on March 26, 1997
The twenty-fourth amendment was made on June 17, 2020. The twenty-five amendment was made on May 29, 2025.	Add the revision date.

Appendix 1

TEAM GROUP INC.

ARTICLES OF INCORPORATION (Before Amendment)

CHAPTER 1

GENERAL PROVISIONS

Article 1

This Company shall be organized in accordance with the provisions as set out in the Company Law, being denominated "TEAM GROUP INC." as its full English name.

Article 2

Lines of business of the Company are as follows:

F401010 International Trade.
CC01120 Data Storage Media Manufacturing and Duplicating
CC01110 Computers and Computing Peripheral Equipments Manufacturing
CC01080 Electronic Parts and Components Manufacturing
F119010 Wholesale of Electronic Materials
F219010 Retail Sale of Electronic Materials
CC01101 Restrained Telecom Radio Frequency Equipments and Materials Manufacturing
F401021 Restrained Telecom Radio Frequency Equipments and Materials Import
ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.

Article 2-1

Reinvestment of the Company shall not be subject to the restriction that the total amount shall not exceed forty percent of paid-up capital as set forth in the Company Law.

Article 3

Principal office of the Company shall be located in New Taipei City. When necessary, branch office may be set up at home and abroad upon resolution adopted by the Board of Directors or approval by the authority-in-charge.

Article 4

Public notice of the Company shall be subject to the provisions of the Company Law as well as the applicable laws and regulations.

Article 4-1

The Company may provide guarantees externally upon resolution adopted by the Board of Directors.

CHAPTER 2

Article 5

The total amount of capital of the Company is NT$1.5 Billion, divided into 150 Million shares at NT$10 per share, and all are common shares, and the Board of Directors of the Company is hereby authorized to issue on partial basis.

~41~

~42~

Article 5-1

In the total amount of capital of the Company, five million shares shall be reserved for issuing employees’ subscription warrants, which may be partially issued upon resolution adopted by the Board of Directors.

Article 5-2

When issuing employees’ subscription warrants, the Company may issue such employees’ subscription warrants at subscription price lower than market price, but such issuance shall be approved by the meeting attended by a majority of shareholders representing total shares issued and by more than two-thirds of attended shareholders having voting rights, and such employees’ subscription warrants may be partially declared within one year from the date of resolution adopted by Shareholders Meeting.

Article 5-3

Where the shares redeemed by the Company lawfully will be transferred to the employees, the Company may transfer to the employees at price lower than average price of actually redeemed shares pursuant to the applicable laws and regulations. Notwithstanding, it shall, in advance of transference, be approved by the meeting attended by a majority of shareholders representing total shares issued and by more than two-thirds of attended shareholders having voting rights.

Article 5-4

When the Company is going to transfer or issue the treasure shares bought or employees’ subscription warrants, new shares or new shares limiting employees’ rights issued by the Company pursuant to the Company Law, the person to be transferred or issued may include the staff of any controlled or subsidiary company of the Company with certain qualifications. Meanwhile, the Board of Directors is hereby authorized to determine such qualifications and manner of acquisition.

Article 6

The Company's shares are issued in registered form under the signatures or seals of the directors representing the Company and shall be duly authenticated by the competent authority or a certifying institution appointed by the competent authority before issuance thereof.

In the wake of public issuance, the Company may not print the share certificates, but such shares without printing share certificates shall the duly registered at a centralized securities depository enterprise.

Article 7

Change of shareholders’ register shall not be made in sixty days prior to the general shareholders meeting, in thirty days prior to the extraordinary shareholders meeting or in five days prior to the base date when the Company decides to allocate dividend, bonus or other benefits.
All share affairs of the Company shall be subject to "Regulations Governing the Administration of Shareholder Services of Public Companies" as promulgated by the authority-in-charge.

CHAPTER 3
SHAREHOLDERS MEETING

Article 8

Shareholder meetings include general meeting and extraordinary meeting. General meeting shall be convened once a year within six months after end of fiscal year, while extraordinary meeting will be convened when necessary. Except otherwise expressly specified in the laws and

regulations and Articles of Incorporation, the calling of shareholders meeting shall be subject to "Rules of Procedure for Shareholders Meeting".

Article 9

Any shareholder failing to attend the shareholders meeting in propria persona for any cause may delegate a proxy to attend the meeting by filing a power of attorney prepared by the Company by stating the scope of authority. In addition to the provisions as set out in Article 177 of the Company Law, it shall be subject to "Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies" as promulgated by the authority-in-charge.

Article 10

Except the circumstances as set forth in Article 179 of the Company Law, one shareholder shall be entitled to one vote per share, unless the exercise of such voting right is limited or deprived by the Company Law.

Article 11

Unless otherwise expressly specified by the applicable laws, all resolutions adopted by the Shareholders Meeting shall be approved by the meeting attended by a majority of shareholders representing total shares issued and by a majority of attended shareholders having voting rights. Moreover, the shareholders of the Company may exercise their voting rights in electronic form, and such exercise of voting rights in electronic form shall be regarded as personal presence, and the related matters all shall be subject to the laws and regulations.
All resolutions adopted at the Shareholders Meeting shall be recorded in the minutes, which shall be duly signed or sealed by chairman of the meeting and will be sent or distributed to all shareholders within twenty days after meeting. Besides, preparation and distribution of such minutes shall be made in electronic form or by announcement in accordance with the provisions as set forth in Article 183 of the Company Law.

Article 12

In the event that the Company desires to annul public issuance of shares, it shall be determined by the Shareholders Meeting and be approved by the meeting attended by more than two-thirds of shareholders representing total share issued and by a majority of attended shareholders having voting rights. In case total shares of attended shareholders are less than the above requirements, it can be approved by the meeting attended by a majority of shareholders representing total shares issued and by more than two-thirds of attended shareholders having voting rights.

CHAPTER 4 DIRECTORS

Article 13

The Company shall set up the Board of Directors, which shall be composed of seven to nine directors, including at least three independent directors, and such independent directors shall not be less than one-fifth of all directors. Their term of office shall be three years. Besides, the directors shall be elected by the Shareholders Meeting from the shareholders with disposing capacity pursuant to the Company Law and Securities and Exchange Act, and the directors are re-elected.
The directors shall be elected under candidate nomination system, being elected by the Shareholders Meeting from the candidate list. Besides, Professional qualification, shareholding, concurrent serving restrictions, nomination and election manners and other compliant matters of an independent director all shall be subject to the applicable laws and regulations of the authority-in-charge.

~43~

The cumulative voting method shall be taken for election of the directors of the Company. Each share will have voting rights in number equal to the directors to be elected and may be cast for a single candidate or split among multiple candidates. The candidate that wins more votes representing voting rights will be elected. In case any amendment becomes necessary in the future, it shall be subject to the provisions as set forth in Article 172 of the Company Law and shall be enumerated in the reasons for calling meeting, and the basic contents shall be described as well.
For the compensation liability that the director shall assume in the scope for executing business during the term of director, the Company shall cover liability insurance for such director. The Board of Directors is fully authorized to deal with the issues relating to liability insurance.

Article 14

The Board of Directors shall be organized by all directors. One Chairman and one Vice Chairman are elected among from the directors approved by the meeting attended by more than two-thirds of directors and a majority of attended directors. The Chairman shall internally preside over the Shareholders Meeting and Board Meeting, and externally represent the Company, and handle all important affairs of the Company. Whenever the Chairman takes off or cannot do his duty for any cause, his proxy shall be subject to the provisions of the Company Law.
If new directors cannot be elected in due course at expiration of old directors, the old directors can continue executing business until new directors will have been duly elected.
Unless otherwise expressly specified in the Company Law, Securities & Exchange Act or other laws, all resolutions adopted by the Board Meeting shall be approved by the meeting attended by a majority of directors and by a majority of attended directors. Any director failing to attend the Board Meeting in persona for any cause may delegate other director to attend the meeting in his behalf, but a power of attorney shall be filed for each meeting by stating reasons for calling meeting and scope of authority.
For the above proxy, only one director shall be delegated. In case the Board Meeting is held by video conference, it shall be deemed as personal presence provided that the director takes part in such video conference.
Board Meeting may be called in writing, e-mail or fax with reasons of meeting, being sent to all directors seven days before meeting. In case of emergency, it may be called at any time.

Article 15

The Company shall set up Audit Committee and Remuneration Committee. Meanwhile, the committees of other purposes may be also set up as the practical demand. Their constitutions shall be separately formulated in accordance with the applicable regulations and Articles of Incorporation and Bylaws of the Company.

Article 16

The Board of Directors is hereby authorized to determine the remuneration of all directors on the basis of the extent of participation and contribution of the respective director to the Company and with reference of the level of the same trade. Moreover, the director of the Company may receive traveling expenses with reference of the level of the same trade.

Article 17

In the event that the vacancy of directors is up to one-third or all independent directors are dismissed, the Board of Directors shall call extraordinary shareholders meeting within sixty days in order to fill such vacancy.

~44~

~45~

CHAPTER 5

MANAGERS

Article 18

The Company may have chairman, vice chairman, general manager and several managers, and their employment, dismissal and pay shall be subject to the provisions as set out in Article 29 of Company Law.

CHAPTER 6

ACCOUNTS

Article 19

At end of fiscal year, the Board of Directors shall prepare the following statements, which shall be submitted to the Shareholders meeting for recognition as per legal procedure:

1) Business Report;
2) Financial Statements; and
3) Proposal for Apportionment of Profit or Deficit Compensated.

Article 20

To encourage the employees and the management team, after the annual net profit before tax is set aside to cover accumulated deficits, not less than zero point five percent of the balance shall be provided as the employees’ remuneration of the current year; and not more than one percent of annual balance shall be provided as the directors’ remuneration of the current year.
Employee remuneration as referred to in the preceding paragraph shall be appropriated at a rate not less than 30% for distribution to junior-level employees, and may be paid in the form of shares or cash. Director remuneration shall be paid in cash. The amount and form of payment shall be determined by the Board of Directors with the consent of more than two-thirds of directors present and at least half of the attending directors, and shall be reported to the shareholders’ meeting for record.
The net profit before tax after deducting the above two remunerations shall be set aside to pay taxes and cover accumulated deficits and provide legal reserve (It shall not be provided any longer if such legal reserve has been up to total amount of the capital of the Company.) After such special reserve is set aside or reversed, if surplus is still available, the Board of Directors may draw up surplus allocation plan on the basis of the underlying requirements:

(1) When drawing up surplus allocation plan, in addition to shareholders’ profit and capital adequacy ratio, the Board of Directors shall also take into account future development plan of the Company, prospect of industry, demand for funds, investment environment, domestic and foreign competition situation as well as shareholders’ profit. The shareholders’ dividend and bonus to be provided and distributed per year shall not be less than twenty percent of allocable surplus of the current year. However, should the accumulated allocable surplus be less than ten percent of paid-up capital, it may not be allocated.

(2) The Board of Directors may take balance of the current year and unallocated surplus at end of the same period as shareholders’ accumulated allocable surplus, submitting surplus allocation plan to the Shareholders Meeting for final determination and allocation. Where whole or part of the dividend or bonus to be allocated will be paid by cash, it shall be resolved by the Board Meeting attended by more than two-thirds of directors and by a majority of attended directors and reported to the Shareholders Meeting. If it will be paid by cash by making use of legal reserve or capital reserve, it shall be also resolved by the Board Meeting attended by more than two-thirds of directors and by a majority of

attended directors and reported to the Shareholders Meeting as well.

(3) Allocation of dividend shall be based upon balance of dividend policy. Allocation of surplus may be made by cash dividend or share dividend. Notwithstanding, percentage of cash dividend allocation shall not be less than five percent of total amount of the dividend.

When the employees' remuneration is granted by share certificate or cash, the person to be granted may include the staff of any controlled or subsidiary company of the Company. Meanwhile, the Board of Directors is hereby authorized to determine the relevant qualifications.

CHAPTER 7

ADDENDUM

Article 21

Any matter not specified herein shall be subject to the provisions as set out in the Company Law.

Article 22

The present Articles of Incorporation were laid down on March 26, 1997.

The first amendment was made on January 6, 1999.

The second amendment was made on October 1, 2000.

The third amendment was made on July 29, 2002.

The fourth amendment was made on September 18, 2002.

The fifth amendment was made on June 24, 2004.

The sixth amendment was made on December 17, 2004.

The seventh amendment was made on June 17, 2005.

The eight amendment was made on February 15, 2007.

The ninth amendment was made on June 15, 2007.

The tenth amendment was made on November 9, 2007.

The eleventh amendment was made on February 12, 2009.

The twelfth amendment was made on June 28, 2010.

The thirteenth amendment was made on December 22, 2010.

The fourteenth amendment was made on June 23, 2011.

The fifteenth amendment was made on October 14, 2011.

The sixteenth amendment was made on December 23, 2011.

The seventeenth amendment was made on June 18, 2012.

The eighteenth amendment was made on June 17, 2014.

The nineteenth amendment was made on June 9, 2015.

The twentieth amendment was made on June 22, 2016.

The twenty-first amendment was made on June 23, 2017.

The twenty-second amendment was made on June 26, 2018.

The twenty-third amendment was made on June 21, 2019.

The twenty-fourth amendment was made on June 17, 2020.

~46~

Appendix 2

TEAM GROUP INC.

Rules of Procedure for Shareholder Meetings

Article 1: To establish a strong governance system and sound supervisory capabilities for this Corporation's shareholders meetings, and to strengthen management capabilities, these Rules are adopted pursuant to Article 5 of the Corporate Governance Best-Practice Principles for Listed/OTC Companies for compliance.

Article 2: The rules of procedures for this Corporation's shareholders meetings, except as otherwise provided by law or regulation shall be as provided in these Rules.

Article 3: Unless otherwise provided by law or regulation, this Corporation's shareholders meetings shall be convened by the Board of Directors.

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

This Corporation shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors or supervisors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a special shareholders meeting. This Corporation shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders meeting or before 15 days before the date of the special shareholders meeting. In addition, before 15 days before the date of the shareholders meeting, this Corporation shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at this Corporation and the professional shareholder services agent designated thereby.

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

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

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

For virtual-only shareholders meetings, electronic files shall be shared on the virtual meeting platform. The reasons for convening a shareholders meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.
Election or dismissal of directors or supervisors, amendments to the articles of incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the corporation, or any matter under Paragraph 1, Article 185 of the Company Act, Articles 26-1 and 43-6 of the Securities Exchange Act, Articles 56-1 and 60-2 of the Regulations Governing the

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Offering and Issuance of Securities by Securities Issuers shall be set out and the essential contents explained in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extraordinary motion.

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

A shareholder holding one percent or more of the total number of issued shares may submit to this Corporation a proposal for discussion at a regular shareholders meeting. The number of items so proposed is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. When the circumstances of any subparagraph of Paragraph 4, Article 172-1, of the Company Act apply to a proposal put forward by a shareholder, the Board of Directors may exclude it from the agenda. A shareholder may propose a recommendation for urging the corporation to promote public interests or fulfill its social responsibilities, provided procedurally the number of items so proposed is limited only to one following Article 172-1 of the Company Act, and no proposal containing more than one item will be included in the meeting agenda. Prior to the book closure date before a regular shareholders meeting is held, this Corporation shall publicly announce its acceptance of shareholder proposals in writing or electronically, and the location and the period for their submission; the period for submission of shareholder proposals may not be less than 10 days.
Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders meeting and take part in the discussion of the proposal.
Prior to the date for issuance of notice of a shareholders meeting, this Corporation shall inform the shareholders who submitted proposals of the proposal screening results and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders meeting the Board of Directors shall explain the reasons for the exclusion of any shareholder proposals not included in the agenda.

Article 4:

For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by this Corporation and stating the scope of the proxy's authorization.
A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting, and shall deliver the proxy form to this Corporation before five days before the date of the shareholders meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment.
After a proxy form has been delivered to this Corporation, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to this Corporation before two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.

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

Article 5: The venue for a shareholders meeting shall be the premises of this Corporation, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.

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

Article 6:

This Corporation shall specify in its shareholders meeting notices the time during which attendance registrations for shareholders, solicitors, and proxies (collectively "shareholders") will be accepted, the place to register for attendance, and other matters for attention.
The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations. For virtual shareholders meetings, shareholders may begin to register on the virtual meeting platform 30 minutes before the meeting starts. Shareholders completing registration will be deemed as attending the shareholders meeting in person.
Shareholders shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. This Corporation may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.
This Corporation shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.
This Corporation shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors or supervisors, pre-printed ballots shall also be furnished.
When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders meeting. When a juristic person is appointed to attend as a proxy, it may designate only one person to represent it in the meeting.
In the event of a virtual shareholders meeting, shareholders wishing to attend the meeting online shall register with this Corporation two days before the meeting date.
In the event of a virtual shareholders meeting, this Corporation shall upload the meeting agenda book, annual report and other meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.

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Article 6-1: To convene a virtual shareholders meeting, this Corporation shall include the follow particulars in the shareholders meeting notice:

How shareholders attend the virtual meeting and exercise their rights.
Actions to be taken if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events, at least covering the following particulars:

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

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

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

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

To convene a virtual-only shareholders meeting, appropriate alternative measures available to shareholders with difficulties in attending virtual shareholders meeting online shall be specified.

Article 7:

If a shareholders meeting is convened by the Board of Directors, the meeting shall be chaired by the Chairperson of the board. If the Chairperson of the board is absent or unable to perform his duties for any reason, he shall designate one of the directors as his proxy. If the Chairperson of the board fails to designate a proxy, the directors shall elect one among themselves. It is advisable that shareholders meetings convened by the Board of Directors be chaired by the Chairperson of the board in person and attended by a majority of the directors, at least one supervisor in person, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes. If a shareholders meeting is convened by a party with the power to convene but other than the Board of Directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a Chair from among themselves.
When a director serves as Chair, as referred to in the preceding paragraph, the director shall be one who has held that position for six months or more and who understands the financial and business conditions of the company. The same shall be true for a representative of a juristic person director that serves as Chair.
This Corporation may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders meeting in a non-voting capacity.

Article 8: This Corporation, beginning from the time it accepts shareholder attendance

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registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures. The recorded materials of the preceding paragraph shall be retained for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.

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

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

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

Article 9: Attendance at shareholders meetings shall be calculated based on the number of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in, and the shares checked in on the virtual meeting platform, plus the number of shares whose voting rights are exercised by correspondence or electronically.

Article 10:

The Chair shall call the meeting to order at the appointed meeting time and disclose information concerning the number of nonvoting shares and a number of shares represented by shareholders attending the meeting. However, when the attending shareholders do not represent a majority of the total number of issued shares, the Chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one-third of the total number of issued shares, the Chair shall declare the meeting adjourned. In the event of a virtual shareholders meeting, this Corporation shall also declare the meeting adjourned at the virtual meeting platform.
If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one-third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Paragraph 1, Article 175 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within one month. In the event of a virtual shareholders meeting, shareholders intending to attend the meeting online shall re-register to this Corporation in accordance with Article 6.
When, prior to the conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the Chair may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Company Act.

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Article 11:

If a shareholders meeting is convened by the Board of Directors, the meeting agenda shall be set by the Board of Directors. Votes shall be cast on each separate proposal in the agenda (including extraordinary motions and amendments to the original proposals set out in the agenda). The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting. The provisions of the preceding paragraph apply mutatis mutandis to a shareholders meeting convened by a party with the power to convene that is not the Board of Directors. The Chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders meeting. If the Chair declares the meeting adjourned in violation of the rules of procedure, the other members of the Board of Directors shall promptly assist the attending shareholders in electing a new Chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.
The Chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the Chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the Chair may announce the discussion closed, call for a vote, and schedule sufficient time for voting.

Article 12:

Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the Chair. A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.
When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the Chair and the shareholder that has the floor; the Chair shall stop any violation.
Except with the consent of the Chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholders speech violates the rules or exceeds the scope of the agenda item, the Chair may terminate the speech.
When a juristic person is entrusted with the attendance of a shareholders meeting, the corporation may appoint only one representative to attend the meeting. When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak on the same proposal.
After an attending shareholder has spoken, the Chair may respond in person or direct relevant personnel to respond.
Where a virtual shareholders meeting is convened, shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform from the Chair declaring the meeting open until the Chair declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. The regulations in paragraphs 1 to 5 do not apply.

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

Article 13:

Voting at a shareholders meeting shall be calculated based on the number of shares. With respect to resolutions of shareholders meeting, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.
When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of this Corporation, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.
With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed three percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.

Article 14:

A shareholder shall be entitled to one vote for each share held, except when the shares are restricted to shares or are deemed non-voting shares under Paragraph 2, Article 179 of the Company Act.
When this Corporation holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting;

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

After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders meeting in person or online, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to this Corporation, by the same means by which the voting rights were exercised, before two business days before the date of the shareholders meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders meeting, the voting rights exercised by the proxy in the meeting shall prevail.

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Except as otherwise provided in the Company Act and in this Corporation's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the Chair or a person designated by the Chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.
When there is an amendment or an alternative to a proposal, the Chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the Chair, provided that all monitoring personnel shall be shareholders of this Corporation.
Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.
When this Corporation convenes a virtual shareholders meeting, after the Chair declares the meeting open, shareholders attending the meeting online shall cast votes on proposals and elections on the virtual meeting platform before the Chair announces the voting session ends or will be deemed abstained from voting.
In the event of a virtual shareholders meeting, votes shall be disposable counted at once after the Chair announces the voting session ends, and results of votes and elections shall be announced immediately.
When this Corporation convenes a hybrid shareholders meeting, if shareholders who have registered to attend the meeting online in accordance with Article 6 decide to attend the physical shareholders meeting in person, they shall revoke their registration two days before the shareholders meeting in the same manner as they registered. If their registration is not revoked within the time limit, they may only attend the shareholders meeting online.
When shareholders exercise voting rights by correspondence or electronic means, unless they have withdrawn the declaration of intent and attended the shareholders meeting online, except for extraordinary motions, they will not exercise voting rights on the original proposals or make any amendments to the original proposals or exercise voting rights on amendments to the original proposal.

Article 15: The election of directors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by this Corporation, and the voting results shall be announced on-site immediately, including the names of those elected as directors and supervisors and the numbers of votes with which they were elected, and the names of directors and supervisors not elected and number of votes they received.

The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at

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least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.

Article 16:
1. Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the Chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form. This Corporation may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS.
2. The meeting minutes shall accurately record the year, month, day, and place of the meeting, the Chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including the number of voting rights), and disclose the number of voting rights won by each candidate in the event of an election of directors or supervisors. The minutes shall be retained for the duration of the existence of this Corporation.
3. Where a virtual shareholders meeting is convened, in addition to the particulars to be included in the meeting minutes as described in the preceding paragraph, the start time and end time of the shareholders meeting, how the meeting is convened, the Chair's and secretary's name, and actions to be taken in the event of disruption to the virtual meeting platform or participation in the meeting online due to natural disasters, accidents or other force majeure events, and how issues are dealt with shall also be included in the minutes.
4. When convening a virtual-only shareholder meeting, other than compliance with the requirements in the preceding paragraph, this Corporation shall specify in the meeting minutes alternative measures available to shareholders with difficulties in attending a virtual-only shareholders meeting online

Article 17:
1. On the day of a shareholders meeting, this Corporation shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation, the number of shares represented by proxies and the number of shares represented by shareholders attending the meeting by correspondence or electronic means, and shall make an express disclosure of the same at the place of the shareholders meeting. In the event a virtual shareholders meeting, this Corporation shall upload the above meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.
2. During this Corporation's virtual shareholders meeting, when the meeting is called to order, the total number of shares represented at the meeting shall be disclosed on the virtual meeting platform. The same shall apply whenever the total number of shares represented at the meeting and a new tally of votes is released during the meeting.
3. If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation regulations, this Corporation shall upload the content of such resolution to the MOPS within the prescribed time period.

Article 18: In the event of a virtual shareholders meeting, this Corporation shall disclose real-time results of votes and election immediately after the end of the voting

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session on the virtual meeting platform according to the regulations, and this disclosure shall continue at least 15 minutes after the Chair has announced the meeting adjourned.

Article 19: When this Corporation convenes a virtual-only shareholders meeting, both the Chair and secretary shall be in the same location, and the Chair shall declare the address of their location when the meeting is called to order.

Article 20:

In the event of a virtual shareholders meeting, this Corporation may offer a simple connection test to shareholders prior to the meeting, and provide relevant real-time services before and during the meeting to help resolve communication technical issues.
In the event of a virtual shareholders meeting, when declaring the meeting open, the Chair shall also declare, unless under a circumstance where a meeting is not required to be postponed or resumed at another time under Paragraph 4, Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events before the Chair has announced the meeting adjourned, and the obstruction continues for more than 30 minutes, the meeting shall be postponed to or resumed on another date within five days, in which case Article 182 of the Company Act shall not apply.
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 shall not attend the postponed or resumed session.
For a meeting to be postponed or resumed under the second 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, shall be counted towards the total number of shares, number of voting rights and number of election rights represented at the postponed or resumed session.
During a postponed or resumed session of a shareholders meeting held under the second paragraph, no further discussion or resolution is required for proposals for which votes have been cast and counted and results have been announced or list of elected directors and supervisors.
When this Corporation convenes a hybrid shareholders meeting, and the virtual meeting cannot continue as described in the second paragraph, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, still meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue, and not postponement or resumption thereof under the second paragraph is required.
Under the circumstances where a meeting should continue as in the preceding paragraph, the shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, provided these shareholders shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.

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When postponing or resuming a meeting according to the second paragraph, this Corporation shall handle the preparatory work based on the date of the original shareholders meeting in accordance with the requirements listed under Paragraph 7, Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies.
For dates or periods set forth under Article 12, second half, and Paragraph 3, Article 13 of Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, and Paragraph 2 of Article 44-5, Article 44-15, and Paragraph 1 of Article 44-17, of the Regulations Governing the Administration of Shareholder Services of Public Companies, this Corporation shall handle the matter based on the date of the shareholders meeting that is postponed or resumed under the second paragraph.

Article 21: When convening a virtual-only shareholders meeting, this Corporation shall provide appropriate alternative measures available to shareholders with difficulties in attending virtual shareholders meeting online.

Article 22:
1. Staff handling administrative affairs of a shareholders meeting shall wear identification cards or armbands.
2. The Chair may direct the proctors (or security personnel) to help maintain order at the meeting place. When proctors (or security personnel) help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."
3. At the place of a shareholders meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by this Corporation, the Chair may prevent the shareholder from so doing.
4. When a shareholder violates the rules of procedure and defies the Chair's correction, obstructing the proceedings and refusing to heed calls to stop, the Chair may direct the proctors (or security personnel) to escort the shareholder from the meeting.

Article 23:
1. When a meeting is in progress, the Chair may announce a break based on time considerations. If a force majeure event occurs, the Chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.
2. If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue.
3. A resolution may be adopted at a shareholders meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act.

Article 24: These Rules shall take effect after having been submitted to and approved by a shareholders meeting. Subsequent amendments thereto shall be effected in the same manner.

These Rules were established on December 26th, 2008, and have been amended for the first time on June 18th, 2012, followed by a second revision on June 9th, 2015, a third revision on June 26th, 2018, a fourth revision on June 17th, 2020, a fifth revision on August 19th, 2021, and a sixth revision on June 30th, 2022.

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Appendix 3

Team Group Inc. Director Shareholding Situation

The registered paid-in capital of our Company is NTD849,632,880, with a total of 84,963,288 shares issued.
As more than half of the members of the Board of Directors are independent directors, and the Company has established an Audit Committee in accordance with the Securities and Exchange Act, the minimum shareholding requirements for directors and supervisors are not applicable.

March 17,2026

Title	Name	Number of shares	Percentage of shares held (%)
Chairman	Hsia, Dann-Ning	1,418,848	1.67%
Director	Chi, Mei-Chuan	280,989	0.33%
Director	Chen, Ching-Wen	546,779	0.64%
Director	Hsia, Shao-An	1,791,617	2.11%
Independent Director	Chiang, Fu	-	0.00%
Independent Director	Yang, Tuen-Ho	-	0.00%
Independent Director	Chang, Hai-Ching	-	0.00%
Independent Director	Shieh, Sheau-Yuan	-	0.00%
Independent Director	Hwang, Yii-Fang	-	0.00%
Total		4,038,233	4.75%

AI assistant

TEAM — AGM Information 2026

52452_rns_2026-04-14_18c35465-4084-467f-a372-a603ac116886.pdf

TEAM GROUP INC.

Table of Contents

Annex

Appendix

IV. Ratification Items

TEAM GROUP INC.

2025 Business Report

2025 Operating Performance and R&D Achievements

External Competition, Legal Environment and Overall Business Environment

TEAM GROUP INC.

Independent Auditors' Report

Opinion

Basis for Opinion

Key Audit Matters

Valuation of Allowance for Expected Credit Losses on Accounts Receivable

Description

How our audit addressed the matter

Valuation of Inventories

Description

How our audit addressed the matter

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

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

TEAM GROUP INC.

PARENT COMPANY ONLY STATEMENT OF COMPREHENSIVE INCOME

For the Years Ended December 31, 2025 and 2024

Key Audit Matters

Valuation of Allowance for Expected Credit Losses on Accounts Receivable

Description

How our audit addressed the matter

Valuation of Inventories

Description

How our audit addressed the matter

Other Matters - Parent Company Only Financial Statements

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

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

TEAM GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the Years Ended December 31, 2025 and 2024

TEAM GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

TEAM GROUP INC.

ARTICLES OF INCORPORATION (Before Amendment)

CHAPTER 1

GENERAL PROVISIONS

Article 1

Article 2

Article 2-1

Article 3

Article 4

Article 4-1

CHAPTER 2

SHARES

Article 5

Article 9

Article 10

Article 11

Article 12

CHAPTER 4

DIRECTORS

Article 13

CHAPTER 5

MANAGERS

Article 18

CHAPTER 6

ACCOUNTS

Article 19

Article 20

TEAM GROUP INC.

Rules of Procedure for Shareholder Meetings

Team Group Inc. Director Shareholding Situation

More from TEAM

TEAM AGM Information 2026