Stock Code: 6969

Transcene

Transcene Corporation

2026 Annual General Shareholders' Meeting

Meeting Handbook

Date and Time: May 26, 2026 10:00 A.M.

Venue: (Conference Room 101) No. 23, Sec. 1, Huanyuan E. Rd., Danong Vil., Liuying Dist., Tainan City

Convention Method: Physical Shareholders' Meeting

I. Meeting Procedure...01
II. Shareholders’ Meeting Agenda...02
III. Report Items...03
IV. Ratification Items...04
V. Discussion Items...05
VI. Extraordinary Motions...05
VII. Adjournment...05

Attachments

I. 2025 Business Report...06
II. 2025 Audit Committee’s Review Report...08
III. Execution Status of the Sound Business Plan for Cash Capital Increase...09
IV. 2025 Independent Auditor’s Report and Financial Statements...12
V. 2025 Deficient Compensation Statement...29
VI. “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” Content Amendment Comparison Table...30

Appendices

I. Articles of Incorporation...32
II. Rules of Procedure for Shareholders’ Meetings...36
III. Shareholdings of Directors...45

Transcene Corporation
2026 Annual General Shareholders’ Meeting Procedure

I. Call Meeting to Order
II. Chairperson's Remarks
III. Report Items
IV. Ratification Items
V. Discussion Items
VI. Extraordinary Motions
VII. Adjournment

Transcene Corporation
2026 Annual General Shareholders’ Meeting Agenda

Date and Time: May 26, 2026 (Tuesday) 10:00 A.M.
Venue: (Conference Room 101) No. 23, Sec. 1, Huanyuan E. Rd., Danong Vil., Liuying Dist., Tainan City
Convention Method: Physical Convention of Shareholders’ Meeting

I. Reporting items:
1. 2025 Business Report
2. 2025 Audit Committee’s Review Report
3. Report on the execution status of the Company's Sound Business Plan

II. Ratification Items:
1. Adoption of 2025 Business Report and Financial Statements.
2. 2025 Deficient Compensation Proposal

III. Discussion Items:
1. Amendment to the provisions of the Company's "Procedure for the Acquisition or Disposal of Assets".

IV. Extraordinary Motions

V. Meeting Adjourned

I. Reporting items

Proposal 1: 2025 Business Report of the Company, submitted for review.
Description: Please refer to Attachment 1 (pages 6~7) for the Business Report.

Proposal 2: 2025 Audit Committee’s Review Report, submitted for review.
Description: Please refer to Attachment 2 (page 8) for the Audit Committee’s Review Report.

Proposal 3: Report on the execution status of the Company's Sound Business Plan, submitted for review.
Description:
I. The Board of Directors of the Company approved the "Sound Business Plan" on August 7, 2025.
II. In accordance with Item 7 of the explanation in Letter Jin-Guan-Zheng-Fa-Zi No. 1140357806 from the Financial Supervisory Commission, the Company must report the execution status of the "Sound Business Plan" to the Board of Directors on a quarterly basis and to the Shareholders' Meeting. Please refer to Attachment 3 (pages 9-11).

II. Ratification Items

Proposal 1: (Proposed by the Board of Directors)

Proposal: Adoption of the Company's 2025 business report and financial statements, submitted for ratification.

Description:
I. Please refer to Attachment 1 (pages 6-7) for the Company's 2025 Business Report. The Business Report, Financial Statements and Consolidated Financial Statements have been reviewed by the Audit Committee completely.
II. For the Financial Statements and Consolidated Financial Statements, and the Independent Auditors’ Report issued by CPAs, Chieh-Ju Hsu and Sheng-Chung Hsu, of PwC Taiwan, please refer to Attachment 4 (Pages 12 - 28).
III. Submitted for ratification.

Resolution:

Proposal 2: (Proposed by the Board of Directors)

Proposal: 2025 deficit compensation proposal of the Company, submitted for ratification.

Description:
I. 2025 Deficient Compensation Statement has been reviewed by the Audit Committee completely, and please refer to Attachment 5 (page 29) for details.
II. Submitted for ratification.

Resolution:

III. Discussion Items

Proposal 1: (Proposed by the Board of Directors)
Proposal: Amendment to partial articles of the Company's "Procedures for Acquisition or Disposal of Assets," submitted for discussion.

Description:
I. To accommodate actual operational needs, the Company amended partial articles of the Company's "Procedures for Acquisition or Disposal of Assets". For the comparison table of the articles before and after the amendment, please refer to Attachment 6 (pages 30-31).
II. Submitted for discussion.

Resolution:

IV. Extraordinary Motions

V. Meeting Adjourned

Attachment 1: 2025 Business Report

Transcene Corporation [Business Report]

In an era of increasingly scarce resources and continuously rising climate pressure, the Company chooses to stand at a turning point to redefine the meaning of "waste." We believe that every neglected material harbors the potential to be needed by the world again, and every process optimization is a step toward sustainability for the industry. Circularity is not merely a technological path; it is a responsible choice for the future.

The Company centers on holistic circular economy solutions and environmentally friendly materials, integrating sustainable development into its corporate lifeblood. Through an independently developed urban mining philosophy and circular economy system framework, the Company links the identification, evaluation, and remanufacturing processes. This enables resources to cross the boundaries of their lifecycles, flowing, transforming, and experiencing rebirth across different industries. From materials to value, and from waste to products, the Company makes circularity an industrial capability that can be quantified, replicated, and scaled.

Against the backdrop of rapid evolution in high-tech industries such as semiconductors, sustainability is no longer just a commitment; it is competitiveness. The Company focuses on technology implementation, assisting enterprises in transforming carbon reduction targets into practical process strategies. By introducing raw material substitution, resource recycling, and circular materials into supply systems, the Company ensures that manufacturing and the environment are no longer in opposition but serve as dual engines jointly driving growth.

The Company's role extends beyond a producer of circular materials to a discoverer and designer of resource value. Through precise composition analysis and exclusive reuse technologies, the Company establishes new product identities for industrial waste. This allows them to return to the manufacturing end and extend to diverse industrial applications, forming a continuously operating value loop. This represents a paradigm shift in industrial thinking rather than just a technological achievement.

Facing the future, the Company expects to become a part of the resource circulation infrastructure—a platform where materials never terminate, manufacturing becomes lighter, and enterprises can strike a balance between growth and responsibility. When circularity becomes the norm, sustainability will no longer be a target but the underlying logic of industrial operations.

What the Company is doing goes beyond recycling; it is redesigning how the world utilizes resources.

Business operation performance

The Company's operating revenue for 2025 was NT$360,128 thousand. This represents an increase of approximately NT$159,904 thousand (79.86%) compared to NT$200,224 thousand in 2024. This is primarily attributed to the stable operation of the commissioned processing volume for CMP sludge intake at the Central Taiwan Science Park (CTSP) plant. Another major item is the establishment project of the waste solar panel recycling plant for BU6. The revenue distribution proportions are primarily BU2 accounting for 63.75% of revenue, BU5 accounting for 15.23%, and BU6 accounting for 14.47%. This is followed by BU1 accounting for 4.95%, which mainly consists of waste rubber strip clearance and silica sales, and others accounting for 1.6%.

The operating gross profit was NT$104,498 thousand, an increase of NT$84,494 thousand compared to NT$20,004 thousand in 2024. This is primarily attributed to the CTSP plant entering a stable mass production stage, driving a significant enhancement in overall gross profit performance. Regarding management expenses, the continuous promotion of expense control measures and the completion of some development projects led to a decline in R&D expenses compared to last year. Overall expense performance was better than expected. Net non-operating expenses increased, primarily attributed to the establishment of the CTSP plant and the production expansion at the Liuying plant. This resulted in an elevated scale of bank borrowings and a relative increase in finance costs. Regarding manpower allocation, the Company adjusted the total number of employees from 107 at the end of 2024 to maintain a reasonable scale of approximately 100 to 104 personnel in 2025. Regarding profit or loss after tax, the loss in 2025 was NT$3,552 thousand, which substantially converged compared to the loss of NT$78,869 thousand in 2024. This indicates that the operational structure continues to improve.

Looking ahead to 2026, the Company has a total of "5 circular product series + 1 circular economy consulting service." These include the spherical silica circular products of BU1, the functional ceramic powders of BU2, the carbon-aluminum granules of BU3, the oxidative

biodegradable agent circular products of BU4, the silicon powder and silicon ingot circular products of BU5, and the consulting services of BU6 (such as plant establishment commissioning, circular design, and technology development). Among these, the CTSP plant for the resource utilization of TSMC's CMP sludge under BU2 and the waste solar panel establishment project under BU6 are both primary focuses for this year. Additionally, on the business front, BU1 products will raise processing fees and adjust product sales strategies. Aside from high-unit-price electronic products, the Company will also increase marketing to the low-unit-price chemical and manufacturing markets. BU4 will cooperate with agricultural parks in mainland China this year to strive to become the first to utilize biodegradable agents, successively promoting them to agricultural film factories in various provinces. BU5 will also maintain stable and continuous growth, and the Company hopes to continuously have opportunities to undertake and deliver new projects for project and technology consulting cases.

Technological Research and Development

The Company's core members possess profound urban mining technologies and practical experience in resource circulation. The Company has long cultivated the processing characteristics of industrial waste resource utilization and the integration of reuse product channels. The Company can effectively transform misplaced resources into high value-added recycled raw materials and products, successfully introducing them into diverse industrial supply chains.

The Company upholds the business philosophy of "Stable Quality, Accurate Delivery, Continuous Improvement, and Customer Satisfaction" to construct a three-stage innovation path for urban mining and the circular economy:

Waste Physical Examination and Diagnosis: The Company precisely evaluates the reuse value and technological feasibility of waste resources through professional analysis and composition testing.
Secondary Resource Market Development: Integrating market demands with the conditions of industrial application ends, the Company plans competitive recycled product positioning and business models.
Re-design Resource Commodity Production Technologies: Through process optimization and product redesign, the Company elevates the quality stability and economic benefits of recycled materials, creating higher circular value.

In the field of semiconductor process waste recycling and reuse (such as packaging rubber strips, CMP sludge, etc.), the Company has established a comprehensive technological system and patent layout. The Company has also formed commercial mass production capabilities to stably produce high-quality recycled products. The Company established a resource recycling and regeneration plant area within the science park and obtained related permits for industrial waste reuse. The Company progressively expands its processing scale and technological service capacities to strengthen its support capabilities for the semiconductor and high-tech industries.

Looking ahead, the Company will continue to deepen technological R&D and process innovation, utilizing Taiwan as a technological demonstration base. Through diverse business models such as technology transfer, licensing cooperation, joint ventures, and EPC turnkey plant exports, the Company will promote the rapid replication of technologies to overseas markets, particularly in semiconductor industry cluster regions, actively expanding its international circular economy footprint.

With technology as the core and the market as the orientation, the Company will continuously strengthen the competitive advantages of urban mining, dedicating itself to becoming a key promoter in the global sustainable resource circulation system.

Responsible Person: Chen, Peng
Managerial Officer: Hsieh, Ya-Min
Accounting Officer: Chan, Tzu-Ying

Attachment 2: Audit Committee's Review Report for 2025

Audit Committee’s Review Report

The Board of Directors has prepared the Company’s 2025 Business Report, Financial Statements, and Deficit Compensation Proposal, among which the Company's 2025 Financial Statements have been audited by CPAs, Chieh-Ju Hus and Sheng-Chung Hsu, of PwC Taiwan retained by the Board of Directors, and an audit report relating thereto has been issued. The above Business Report, Consolidated Financial Statements (including Parent Company Only Financial Statements) and Deficient Compensation Proposal have been reviewed and determined to be correct and accurate by the Audit Committee. In accordance with the provisions of Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby submit this report for review.

Please review.

Submitted to

Transcene Corporation 2026 Annual General Shareholders’ Meeting

Audit Committee Convener: Shih, Yu-Chen

March 5, 2026

Attachment 3. "Sound Business Plan" Implementation Status

Transcene

成信實業

Q4 2025

Execution Status of the Sound Business Plan for Cash Capital Increase

In accordance with the provisions of Letter Jin-Guan-Zheng-Fa-Zi No. 1140357806 from the Financial Supervisory Commission dated October 1, 2025, the execution status of the Company's Sound Business Plan is submitted to the Board of Directors quarterly for control and reported to the Shareholders' Meeting.

I. The Sound Business Plan is as follows:

Unit: NTD thousands

Year/Quarter Item	2025	2025	2025	2025	2026
	Q1	Q2	Q3	Q4	Q1
	(Reviewed)	(Reviewed)	(Reviewed)	(Estimated)	(Estimated)
Operating income	75,086	76,144	78,577	117,726	89,211
Operating cost	(46,087)	(58,388)	(54,575)	(81,919)	(59,463)
Operating gross profit (loss)	28,999	17,756	24,002	35,807	29,748
Operating expense	(25,182)	(20,484)	(18,648)	(22,500)	(22,500)
Operating income (loss)	3,817	(2,728)	5,354	13,307	16,487
Non-operating revenues and expenditures	(4,675)	(5,785)	(5,192)	(5,049)	(4,949)
Profit (loss) before Income tax	(858)	(8,513)	140	8,258	2,249

II. "Sound Business Plan" Achievement Status

Unit: NTD thousands

Year/Quarter Item	2025	2025	2025	2025	Q4 Achievement Rate
	Q1	Q2	Q3	Q4
	(Reviewed)	(Reviewed)	(Reviewed)	(Approved)
Operating income	75,086	76,144	78,577	130,321	110.7%
Operating cost	(46,087)	(58,388)	(54,575)	(96,580)	113.9%
Unrealized gain from sales				(3,318)
Operating gross profit (loss)	28,999	17,756	24,002	33,741	94.2%
Operating expense	(25,182)	(20,484)	(18,648)	(22,806)	101.4%
Operating income (loss)	3,817	(2,728)	5,354	10,935	82.2%
Non-operating income and expenditures	(4,675)	(5,785)	(5,192)	(5,351)	105.9%
Profit (loss) before Income tax	(858)	(8,513)	140	5,606	67.9 %

III. The execution status of the Sound Business Plan for the fourth quarter of 2025 is explained as follows:

(1) Operating Revenue and Gross Profit

The operating revenue for the fourth quarter of 2025 was NT$130,321 thousand, achieving an achievement rate of 110.7%. The operating gross profit was NT$33,741 thousand, achieving an achievement rate of 94.2%. The overall performance primarily benefited from the scheduled operation of the CTSP plant, which drove the stable growth of production capacity and shipments. Furthermore, partial engineering of the waste solar panel recycling plant establishment project under BU6 technology consulting was completed, and revenue recognition was fulfilled. This further injected operational results, enabling the overall operational performance to achieve the established targets.

(2) Operating Gross Profit Margin

The operating gross profit margin for this quarter was 25.9% (the full-year gross profit margin was 29%), achieving an achievement rate of 94.2%. The primary reason for failing to reach the target is that the CTSP CMP sludge processing plant invested in related optimization costs to accelerate the enhancement of operational efficiency. Additionally, the Company recognized

allowance for inventory valuation losses and made supplementary appropriations for employee year-end and bonus expenses, causing short-term pressure on the gross profit margin. However, the overall operating gross profit amount maintained the expected level, demonstrating that the operational foundation remains robust.

(3) Operating expense

Operating expenses for this quarter were NT$22,806 thousand, representing an increase of NT$306 thousand compared to expectations. This was primarily attributed to supplementary appropriations for related expenses such as employee year-end and bonuses. However, the Company continuously strengthens expense control measures. The overall operating expense performance remains controllable and superior to original expectations.

(4) Net Non-operating Expenses

Net non-operating expenses for this quarter were NT$5,351 thousand, representing an increase of NT$302 thousand compared to estimates. This was primarily attributed to the establishment of the CTSP plant, the production expansion investment at the Liuying plant, and increased demands for operational working capital. This resulted in an elevated scale of bank borrowings and a corresponding rise in finance costs.

(5) Profit (loss) before Income tax

Net profit before tax for this quarter was NT$5,606 thousand, representing a decrease of NT$2,652 thousand compared to estimates, achieving an achievement rate of 67.9%. Although the Company did not fully achieve the expected targets, overall operations remained stable, demonstrating the Company's continuously improving operational resilience.

IV. Improvement Measures Continuously Promoted:

(1) Strengthen Operating Expense Controls and Enhance Resource Utilization Efficiency

The Company achieved breakeven in Q3. Under regular reviews of various expenses and strengthened controls in Q4, the Company smoothly transitioned to profitability. The Company will continue to operate on the principle of controlling marketing and non-core business-related expenses in the future. Under the premise of supporting operational growth, the Company will prioritize allocating necessary and effective expenditures to enhance fund utilization efficiency and strengthen the overall operational structure.

(2) Promote Centralized Procurement and Contract Negotiations

The Company integrates the common consumable demands of the Liuying Technology Park (Liuke) plant and the CTSP plant, including packaging materials, acid-base chemicals, and pallets. The Company conducts unified procurement to enhance procurement capacity and lower unit costs. Simultaneously, the Company renegotiates supply conditions and payment mechanisms with suppliers to strive for more favorable prices and better payment conditions, thereby ensuring the maximization of cost-effectiveness.

(3) Optimize Manpower Allocation and Process Efficiency

The Company regularly reviews the manpower allocation and functional demands of various departments and adjusts redundant or non-essential positions. Furthermore, the Company lowers labor costs through process optimization and automation solutions. Simultaneously, the Company strengthens cross-departmental collaboration capabilities to enhance operational efficiency and organizational effectiveness.

(4) Focus on Products and Services with High Growth Potential and Formulate Specific BU Strategies

The Company concentrates resources to invest in products and services possessing market competitiveness and growth potential. The Company formulates short-term operational goals and sales strategies for each BU to enhance market penetration and revenue momentum.

(5) Layout Long-term Technology and Market Development Blueprints

Utilizing waste regeneration processing and resource utilization technologies as the core, the Company progressively replicates its plant operation experience to expand domestic and foreign markets. This includes introducing waste rubber strip processing technologies, CMP sludge processing, and new technology development. Simultaneously, the Company expands business opportunities through diverse models such as licensing, technology transfers, joint ventures and cooperation, and EPC to establish sustainable growth momentum.

10 -

V. Conclusion:

Overall, as the CTSP plant obtained its environmental protection permit in 2025, the incoming volume of sludge steadily entered the plant. This drove a significant growth in commissioned processing fees and sales of new products such as functional ceramic powders compared to 2024. Consequently, processing revenue and sales revenue increased concurrently.

Regarding the Liuying plant, waste rubber strips obtained a general permit in 2024, enabling incoming material commissions to expand across Taiwan. At the current stage, the Company has successively negotiated with customers to raise commissioned unit prices. To respond to high inventory conditions, the Company will accelerate the sales of low-unit-price products and continuously expand into high-unit-price markets to effectively lower inventory.

In addition, the "Waste Solar Panel Processing Plant New Business" invested by the Company in 2025 has been initiated. Relying on the Company's consulting technology capabilities in circular economy solutions, Qingyi Energy commissioned the Company to execute the "Waste Solar Panel Recycling Equipment" EPC project. The Company will recognize revenue for engineering progress in stages. Following the establishment of the plant and the acquisition of licenses, the Company will also jointly promote long-term investment layouts with strategic partners.

In summary, the Company is currently in a stage of operational expansion and progressive release of momentum, with its business structure continuously trending toward balance. As various investment projects are successively completed and put into operation, the Company expects them to bring long-term, stable, and positive operational benefits to the Company.

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Attachment 4. 2025 Independent Auditor's Report and Financial Statements

CPA's Audit Report

(2026) Cai-Shen-Bao-Zi No. 25004476

Audit Opinion

We have audited the accompanying consolidated financial statements of Transcene Corporation and its subsidiaries (hereinafter referred to as the "Group"), which comprise the consolidated balance sheet for the years ended December 31, 2025 and 2024, and the consolidated statements of comprehensive income, changes in equity and cash flows for January 1 to December 31, 2025 and 2024, and the notes to the consolidated financial statements (including a summary of significant accounting policies).

In our opinion, based on our audit results and other independent accountants' audit reports (please refer to the Other Matters section), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for January 1 to December 31, 2025 and 2024 in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis of Audit Opinion

We conducted our audits in accordance with the Regulation Governing Auditing and Certification of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the R.O.C.. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. The auditors of the firm, subject to the independence regulations, have maintained independence from the Group in accordance with the Code of Ethics of R.O.C. and perform other obligations of such Code. Based on our audit results and other independent accountants' audit reports, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the Group for the year 2025. Such matters have been reflected in the entirety of the consolidated financial statements audited and throughout the process of the opinion formation. We do not provide opinions separately for such matters.

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

Key Audit Matters- Inventory Valuation

Description

For accounting policies on inventory valuation, please refer to Note 4(10) of the consolidated financial statements; for accounting estimates, assumptions, and uncertainties of inventory valuation, please refer to Note 5 of the consolidated financial statements; for description on accounting item of inventories, please refer to Note 6(3) of the consolidated financial statements.

The Group mainly engages in the business of resources and renewable energy, technical consulting, and manufacturing and trading of chemical materials, and inventories refer to finished goods made from recycling and reprocessing of waste materials. Due to rapid changes in technology, the risk of inventory valuation loss and slow moving stock is relatively higher. The Group measures inventory based on the cost and net realizable value whichever is lower. The above provision for inventory valuation loss is mainly from the inventory exceeding a certain period of age and individual obsolete or damaged inventory items.

Since the amount of inventories of the Group is significant, and the net realizable value of individual obsolete or damaged items of inventory often involves subjective judgment, which is also the field requiring judgment during the audit. Accordingly, we have assessed the provision for valuation loss of inventories of the Group as the most important matter for the audit.

Corresponding Audit Procedures

We have performed the following audit procedures for the provision for valuation loss of inventories that are over a certain age of inventories and individual obsolete or damaged inventories:

Assess the reasonableness of the policy of the allowance for inventory valuation loss during the period of the financial statements.
Verify the appropriateness of the logic of the inventory age report system used by the Group, in order to ensure that obsolete inventory items over a certain age have been included in the report.
Evaluate the reasonableness of the obsolete or damaged inventory items identified by the Group and relevant supporting documents, review the inventory scrapping status in the past and after the period, and verify the information obtained from the observation of the inventory taking.
Calculate the assessed net realizable value of inventories that are over a certain period of age and individual obsolete and damaged inventories after discussing with the Group and obtaining supporting documents.

Other matters - reference to audits by other auditors.

The investees accounted for using the equity method and included in the Group's consolidated financial statements were not audited by us, but were audited by other accountants. Accordingly, in our opinion on the above consolidated financial statements, the amounts listed in the financial statements of these companies were based on the audit reports of other auditors. The investment amount in the aforementioned companies using the equity method was NT$5,847 thousand, representing 0.5% of the consolidated total assets, and the comprehensive income recognized from the aforementioned companies represented 34% of the consolidated comprehensive income, or NT$1,225 thousand, for the period from January 1 to December 31, 2025.

Other Matters- Parent Company Only Financial Statements

Transcene Corporation (hereinafter referred to as the "Company") has prepared the parent company only financial statements for the year ended 2025 and 2024, to which we have also issued an independent auditor's report with unqualified opinions, including other matter paragraphs for 2025, and unqualified opinion for 2024, and provided for 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 and the IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the R.O.C., and for necessary 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, the responsibilities of the management include 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.

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. The term of “reasonable assurance” refers to high level of assurance. Nevertheless, the audit performed according to the Generally Accepted Auditing Standards of R.O.C. cannot guarantee the discovery of material misstatement in the financial statements. Misstatements can arise from fraud or error. Misstatements are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the consolidated financial statements.

As part of an audit in accordance with the auditing standards generally accepted in the R.O.C., we exercise professional judgment and professional skepticism throughout the audit. We also performed the following tasks:

Identify and assess the risk of material misstatement of the consolidated financial statements due to fraud or error, design and adopt appropriate countermeasures for the risks assessed, and obtain sufficient and appropriate audit evidence in order to be used as the basis for the 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 Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management level.
According to the audit evidences obtained, evaluate appropriateness of the continuous operation accounting basis and whether events or circumstances possibly generating material concerns on the continuous operation ability of the Group have significant uncertainty, and provide conclusion thereto. 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. Nevertheless, future events or circumstances may cause the Group to have no ability for continuous operation.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including relevant notes, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence for the financial information of individual entities of the Group and provide opinion on the consolidated financial statements. We handle the guidance, supervision and execution of the audit on the Group and are responsible for preparing the opinion for the Group.

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 the governance units with statements that we have complied with relevant independence declaration specified in the Code of Ethics for Professional Accountants of R.O.C. that may reasonably be thought to bear on our independence, and we have also communicated with the governance units on all relationships and other matters (including relevant protective measures) that may be considered to affect the independence of auditors.

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From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Group’s 2025 consolidated financial statements and are therefore the key audit matters. We describe these matters in our auditor’s 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.

PricewaterhouseCoopers (PwC) Taiwan

Chieh-Ju Hsu

CPA

Sheng-Chung Hsu

Financial Supervisory Commission

Approval Certificate No.:

Jin-Guan-Zheng-Shen-Zi No. 1100348083

Jin-Guan-Zheng-Shen-Zi No. 1010034097

March 5, 2026

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Transcene Corporation And Its Subsidiaries
Consolidated Balance Sheet
December 31, 2025 and 2024
Unit: NT$ thousand

	Assets	Notes	December 31, 2025		December 31, 2024
			Amount	%	Amount	%
Current assets
1100	Cash and cash equivalents	6(1)	$ 77,064	7	$ 68,982	6
1136	Financial assets measured at amortized cost - current	8	4,807	-	10,449	1
1170	Net accounts receivable	6(2)	46,758	4	46,605	4
1180	Net accounts receivable - related parties	7	7,691	1	-	-
1220	Other receivables		133	-	137	-
130X	Inventories	6(3)	121,449	11	112,229	9
1470	Other current assets	6(4)	23,421	2	36,179	3
11XX	Total current assets		281,323	25	274,581	23
Non-current assets
1535	Financial assets at amortized cost-non-current	8	32,722	3	47,990	4
1550	Investment accounted for under the equity method		5,847	1	-	-
1600	Property, plant and equipment	6(5) and 8	628,215	57	679,818	58
1755	Right-of-use assets	6(6)	121,097	11	133,286	12
1780	Intangible assets	6(7)	3,198	-	3,413	-
1840	Deferred income tax assets	6(23)	30,680	3	30,680	3
1900	Other non-current assets	6(8)	3,832	-	3,967	-
15XX	Total non-current assets		825,591	75	899,154	77
1XXX	Total assets		$ 1,106,914	100	$ 1,173,735	100

(Continued on next page)

Transcene Corporation And Its Subsidiaries
Consolidated Balance Sheet
December 31, 2025 and 2024

	Liabilities and equity	Notes	December 31, 2025		Unit: NT$ thousand December 31, 2024
			Amount	%	Amount	%
Current liabilities:
2100	Short-term borrowings	6(9)	$ 140,000	13	$ 102,500	9
2170	Accounts payable		1,902	-	968	-
2200	Other payables	6(10)	46,523	4	43,745	4
2280	Lease liabilities - current		12,344	1	11,978	1
2320	Long-term liabilities, current portion	6(12)	105,737	10	96,207	8
2399	Other current liabilities - others	6(11)	4,400	-	3,084	-
21XX	Total current liabilities		310,906	28	258,482	22
Non-current liabilities
2540	Long-term borrowings	6(12)	347,567	32	452,387	39
2570	Deferred income tax liabilities	6(23)	-	-	73	-
2580	Lease liabilities - non-current		110,800	10	122,090	10
2600	Other non-current liabilities		12,685	1	12,685	1
25XX	Total non-current liabilities		471,052	43	587,235	50
2XXX	Total liabilities		781,958	71	845,717	72
Equity
Share capital
3110	Common stock	6(15)	549,197	49	549,197	47
Capital surplus
3200	Capital surplus		654	-	164	-
Retained earnings
3350	Aaccumulated deficit	6(16)	( 224,895)	( 20)	( 221,343)	( 19)
3XXX	Total equity		324,956	29	328,018	28
Significant contingent liabilities and unrecognized contract commitments		9
Significant subsequent events		11
3X2X	Total liabilities and equity		$ 1,106,914	100	$ 1,173,735	100

The accompanying notes are an integral part of the consolidated financial statements; please refer to them altogether.

Chairman: Peng Chen
Managerial Officer: Ya-Min Hsieh
Accounting Officer: Tzu-Ying Chan

Transcene Corporation And Its Subsidiaries
Consolidated Statements of Comprehensive Income
For the years ended December 31, 2025 and 2024

	Item	Notes	2025		2024
			Amount	%	Amount	%
4000	Operating revenue	6(17) and 7	$ 360,128	100	$ 200,224	100
5000	Operating cost	6(3)	( 252,312)	( 70)	( 180,220)	( 90)
5900	Gross profit		107,816	30	20,004	10
5910	Unrealized gain from sales		( 3,318)	( 1)	-	-
5950	Gross profit from operations		104,498	29	20,004	10
	Operating expense	6(21)
6100	Selling expenses		( 13,300)	( 3)	( 16,134)	( 8)
6200	Administrative expenses		( 53,324)	( 15)	( 52,266)	( 26)
6300	Research and development expenses		( 21,251)	( 6)	( 25,426)	( 13)
6450	Expected credit impairment gain (loss)	12(2)
			755	-	( 1,902)	( 1)
6000	Total operating expenses		( 87,120)	( 24)	( 95,728)	( 48)
6900	Operating income (loss)		17,378	5	( 75,724)	( 38)
	Non-operating incomes and expenses
7100	Interest income		808	-	918	1
7010	Other revenue	6(18)	277	-	2,154	1
7020	Other gains and losses	6(19)	( 1,409)	-	121	-
7050	Financial costs	6(20)	( 19,454)	( 6)	( 15,605)	( 8)
7060	Share of profit or loss of associates and joint ventures accounted for using the equity method		( 1,225)	-	-	-
7000	Total non-operating incomes and expenses		( 21,003)	( 6)	( 12,412)	( 6)
7900	Profit before income tax		( 3,625)	( 1)	( 88,136)	( 44)
7950	Income tax benefits	6(23)	73	-	9,267	5
8200	Net loss for the year		($ 3,552)	( 1)	($ 78,869)	( 39)
8500	Total comprehensive income for the year		($ 3,552)	( 1)	($ 78,869)	( 39)
	Loss per share	6(24)
9750	Basic loss per share		($ 0.09)	($ 0.09)	($ 2.15)
9850	Diluted loss per share		($ 0.09)	($ 0.09)	($ 2.15)

The accompanying notes are an integral part of the consolidated financial statements; please refer to them altogether.

Chairman: Peng Chen
Managerial Officer: Ya-Min Hsieh
Accounting Officer: Tzu-Ying Chan

Transcene Corporation And Its Subsidiaries
Consolidated Statements of Changes in Equity
For the years ended December 31, 2025 and 2024
Unit: NT$ thousand

	Equity attributable to owners of the parent company
	Notes	Common stock	Capital surplus		Accumulated deficit	Total equity
			Changes in net equity of associates	Employee stock options
2024
January 1		$ 473,707	$ -	$ 164	($ 142,474)	$ 331,397
Net loss for the current period		-	-	-	( 78,869)	( 78,869)
Total comprehensive income for the year		-	-	-	( 78,869)	( 78,869)
Cash capital increase	6(15)	75,490	-	-	-	75,490
December 31		$ 549,197	$ -	$ 164	($ 221,343)	$ 328,018
2025
January 1		$ 549,197	$ -	$ 164	($ 221,343)	$ 328,018
Net loss for the current period		-	-	-	( 3,552)	( 3,552)
Total comprehensive income for the year		-	-	-	( 3,552)	( 3,552)
Changes in equity of associates recognized in proportion to shareholding ratio.		-	490	-	-	490
December 31		$ 549,197	$ 490	$ 164	($ 224,895)	$ 324,956

Chairman: Peng Chen
Managerial Officer: Ya-Min Hsieh
Accounting Officer: Tzu-Ying Chan

Transcene Corporation And Its Subsidiaries
Consolidated Statements of Cash Flows
For the years ended December 31, 2025 and 2024

Unit: NT$ thousand

	Notes	January 1 to December 31, 2025	January 1 to December 31, 2024
Cash flows from operating activities
Net loss before tax for the current period		($ 3,625)	($ 88,136)
Adjustments
Income/expense items
Depreciation expense	6(21)	86,476	61,404
Amortization cost	6(21)	435	543
Expected credit risk (reversal gain) impairment loss	12(2)	( 755 )	1,902
Losses on disposal of property, plant and equipment	6(19)	18	8
Financial costs	6(20)	19,454	15,605
Interest income		( 808 )	( 918 )
Lease modification gain	6(6)	( 4 )	-
Share of profit or loss of subsidiaries, associates and joint ventures accounted for using equity method		1,225	-
Unrealized gross profit on sales		3,318	-
Changes in assets/liabilities relating to operating activities
Net changes in assets relating to operating activities
Net accounts receivable		( 35 )	( 37,048 )
Accounts receivable - related parties, net		( 7,691 )	-
Other receivables		641	( 703 )
Inventories		( 9,220 )	( 2,743 )
Prepayment for purchases		13,159	7,373
Other current assets		( 400 )	2,209
Net changes in liabilities relating to operating activities
Accounts payable		934	( 3,777 )
Other payables		11,039	487
Other current liabilities		1,316	( 5,278 )
Net cash inflow (outflow) from operating activities		115,477	( 49,072 )
Cash flow from Investing activities
Decrease in financial assets measured at amortized cost - current		5,642	10,158
Decrease (increase) in financial assets measured at amortized cost - non-current		15,268	( 26,613 )
Acquisition of investments in associates using the equity method.		( 9,900 )	-
Acquisition of property, plant, and equipment	6(25)	( 29,254 )	( 122,875 )
Disposal of property, plant and equipment		-	27
Acquisition of intangible assets	6(7)	( 220 )	( 214 )
Increase in refundable deposits		( 230 )	( 76 )
Interest received		808	918
Net cash outflow from investment activities		( 17,886 )	( 138,675 )
Cash flow from financing activities
Increase (decrease) in short-term borrowings	6(26)	37,500	( 22,500 )
Lease principal repayment	6(26)	( 12,224 )	( 12,917 )
Long-term borrowings	6(26)	-	168,610
Repayments of long-term borrowings	6(26)	( 95,290 )	( 75,485 )
Increase in guarantee deposits		-	12,685
Cash capital increase	6(15)	-	75,490
Interest paid		( 19,495 )	( 15,409 )
Net cash flow from (used in) financing activities		( 89,509 )	130,474
Increase (decrease) in cash and cash equivalents		8,082	( 57,273 )
Balance of cash and cash equivalents at beginning of the current period		68,982	126,255
Balance of cash and cash equivalents at end of the current period		$ 77,064	$ 68,982

The accompanying notes are an integral part of the consolidated financial statements; please refer to them altogether.

Chairman: Peng Chen
Managerial Officer: Ya-Min Hsieh
Accounting Officer: Tzu-Ying Chan

CPA's Audit Report

(2026) Cai-Shen-Bao-Zi No. 25003833

To the Board of Directors of Transcene Corporation:

Audit Opinion

We have audited the accompanying parent company only financial statements of Transcene Corporation (the "Company"), which comprise the parent company only balance sheet as of January 1 to December 31, 2025 and 2024, and the parent company only statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the parent company only financial statements for January 1 to December 31, 2025 and 2024, including a summary of significant accounting policies.

In our opinion, based on our audit results and other independent accountants' audit reports (please refer to the Other Matters section), the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of the Company as of December 31, 2025 and 2024, and its parent company only financial performance and its parent company only cash flows for January 1 to December 31, 2025 and 2024 in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis of Audit Opinion

We conducted our audits in accordance with the Regulation Governing Auditing and Certification of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the R.O.C.. 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 R.O.C., and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audit results and other independent accountants' audit reports, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

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

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

Key Audit Matters- Inventory Valuation

Description

For accounting policies on inventory valuation, please refer to Note 4(9) of the parent company only financial statements; for accounting estimates, assumptions, and uncertainties of inventory valuation, please refer to Note 5 of the parent company only financial statements; for description on accounting item of inventories, please refer to Note 6(3) of the parent company only financial statements.

The Company mainly engages in the business of resources and renewable energy, technical consulting, and manufacturing and trading of chemical materials, and inventories refer to finished goods made from recycling and reprocessing of waste materials. Due to rapid changes in technology, the risk of inventory valuation loss and slow moving stock is relatively higher. The Company measures inventory based on the cost and net realizable value whichever is lower. The above provision for inventory valuation loss is mainly from the inventory exceeding a certain period of age and individual

obsolete or damaged inventory items.

Since the amount of inventories of the Company is significant, and the net realizable value of individual obsolete or damaged items of inventory often involves subjective judgment, which is also the field requiring judgment during the audit. Accordingly, we have assessed the provision for valuation loss of inventories of the Company as the most important matter for the audit.

Corresponding Audit Procedures

We have performed the following audit procedures for the provision for valuation loss of inventories that are over a certain age of inventories and individual obsolete or damaged inventories:

Assess the reasonableness of the policy of the allowance for inventory valuation loss during the period of the financial statements.
Verify the appropriateness of the logic of the inventory age report system used by the Company, in order to ensure that obsolete inventory items over a certain age have been included in the report.
Evaluate the reasonableness of the obsolete or damaged inventory items identified by the Company and relevant supporting documents, review the inventory scrapping status in the past and after the period, and verify the information obtained from the observation of the inventory taking.
Calculate the assessed net realizable value of inventories that are over a certain period of age and individual obsolete and damaged inventories after discussing with the Company and obtaining supporting documents.

Other matters - reference to audits by other auditors.

The investees accounted for using the equity method and included in the Group's parent company only financial statements were not audited by us, but were audited by other accountants. Accordingly, in our opinion on the above parent company only financial statements, the amounts listed in the financial statements of these companies were based on the audit reports of other auditors. The investment amount in the aforementioned companies using the equity method was NT$5,847 thousand, representing 0.5% of the total assets, and the comprehensive income recognized from the aforementioned companies represented 34% of the comprehensive income, or NT$1,225 thousand, for the period from January 1 to December 31, 2025.

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 necessary 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, the management is also responsible for assessing the ability of the Company 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.

Auditor's 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. The term of "reasonable assurance" refers to high level of assurance. Nevertheless, the audit performed according to the Generally Accepted Auditing Standards of R.O.C. cannot guarantee the discovery of material misstatement in the parent company only financial statements. Misstatements can arise from fraud or error. Misstatements are considered

material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.

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 internal control of the Company.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management level.
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 ability of the Company 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 relevant notes, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of the entity of the Company, and expressing an opinion on the parent company only. financial statements. We handle the guidance, supervision and execution of the audit on the Group and are responsible for preparing the opinion for the parent company only financial statements.

From the matters communicated with those charged with governance, we determine those matters that were of the most significance in the audit of the Company's 2025 parent company only financial statements and are therefore the key audit matters. We describe these matters in our auditor's 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.

PricewaterhouseCoopers (PwC) Taiwan
Chieh-Ju Hsu
CPA
Sheng-Chung Hsu
Financial Supervisory Commission
Approval Certificate No.:
Jin-Guan-Zheng-Shen-Zi No. 1100348083
Jin-Guan-Zheng-Shen-Zi No. 1010034097

March 5, 2026

Transcene Corporation
Parent Company Only Balance Sheet
December 31, 2025 and 2024
Unit: NT$ thousand

	Assets	Notes	December 31, 2025		December 31, 2024
			Amount	%	Amount	%
Current assets
1100	Cash and cash equivalents	6(1)	$ 62,633	6	$ 55,452	5
1136	Financial assets measured at amortized cost - current	8	4,807	-	10,449	1
1170	Net accounts receivable	6(2)	46,758	4	46,605	4
1180	Net accounts receivable - related parties	7	7,691	1	-	-
1200	Other receivables		3,715	-	241	-
130X	Inventories	6(3)	121,449	11	112,229	9
1470	Other current assets	6(4)	23,321	2	36,124	3
11XX	Total current assets		270,374	24	261,100	22
Non-current assets
1535	Financial assets at amortized cost - non-current	8	32,722	3	47,990	4
1550	Investment accounted for under the equity method	6(5)	17,930	2	14,237	1
1600	Property, plant and equipment	6(6) and 8	628,215	57	679,818	58
1755	Right-of-use assets	6(7)	121,097	11	133,286	12
1780	Intangible assets	6(8)	2,468	-	2,683	-
1840	Deferred income tax assets	6(24)	30,680	3	30,680	3
1900	Other non-current assets	6(9)	3,832	-	3,967	-
15XX	Total non-current assets		836,944	76	912,661	78
1XXX	Total assets		$ 1,107,318	100	$ 1,173,761	100

(Continued on next page)

Transcene Corporation
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(10)	$ 140,000	13	$ 102,500	9
2180	Accounts payable		2,572	-	1,289	-
2200	Other payables	6(11)	46,259	4	43,452	4
2280	Lease liabilities - current		12,344	1	11,978	1
2320	Long-term liabilities, current portion	6(13)	105,737	10	96,207	8
2399	Other current liabilities - others	6(12)	4,398	-	3,082	-
21XX	Total current liabilities		311,310	28	258,508	22
Non-current liabilities
2540	Long-term borrowings	6(13)	347,567	32	452,387	39
2570	Deferred income tax liabilities	6(24)	-	-	73	-
2580	Lease liabilities - non-current		110,800	10	122,090	10
2645	Increase in guarantee deposits		12,685	1	12,685	1
25XX	Total non-current liabilities		471,052	43	587,235	50
2XXX	Total liabilities		782,362	71	845,743	72
Equity
Share capital
3110	Common stock	6(16)	549,197	49	549,197	47
Capital surplus
3200	Capital surplus		654	-	164	-
Retained earnings
3350	Accumulated deficit	6(17)	( 224,895)	( 20)	( 221,343)	( 19)
3XXX	Total equity		324,956	29	328,018	28
Significant contingent liabilities and unrecognized contract commitments		9
Significant subsequent events		11
3X2X	Total liabilities and equity		$ 1,107,318	100	$ 1,173,761	100

The accompanying notes are an integral part of the parent company only financial statements. Please refer to them altogether.

Chairman: Peng Chen
Managerial Officer: Ya-Min Hsieh
Accounting Officer: Tzu-Ying Chan

Transcene Corporation
Parent Company Only Statement of Comprehensive Income
For the years ended December 31, 2025 and 2024

Unit: NT$ thousand
(Except for loss per share in NT$)

	Item	Notes	2025		2024
			Amount	%	Amount	%
4000	Operating revenue	6 (18) and 7	$ 360,128	100	$ 199,359	100
5000	Operating cost	6(3)	( 254,280)	( 71)	( 184,069)	( 92)
5900	Gross profit		105,848	29	15,290	8
5910	Unrealized gain from sales		( 3,318)	( 1)	-	-
5950	Gross profit from operations		102,530	28	15,290	8
	Operating expense	6(22)
6100	Selling expenses		( 13,300)	( 3)	( 16,134)	( 8)
6200	Administrative expenses		( 52,926)	( 15)	( 51,830)	( 26)
6300	Research and development expenses		( 21,252)	( 6)	( 25,426)	( 13)
6450	Expected credit impairment gain (loss)	12(2)
			755	-	( 1,915)	( 1)
6000	Total operating expenses		( 86,723)	( 24)	( 95,305)	( 48)
6900	Operating income (loss)		15,807	4	( 80,015)	( 40)
	Non-operating incomes and expenses
7100	Interest income		711	-	835	1
7010	Other revenue	6(19)
7020	Other gains and losses	6(20)	( 1,409)	-	121	-
7050	Financial costs	6(21)	( 19,454)	( 5)	( 15,605)	( 8)
7070	Share of profit or loss of subsidiaries, associates and joint ventures accounted for using equity method		( 3,377)	( 1)	4,254	2
7000	Total non-operating incomes and expenses		( 19,432)	( 5)	( 8,121)	( 4)
7900	Profit before income tax		( 3,625)	( 1)	( 88,136)	( 44)
7950	Income tax benefits	6(24)
8500	Total comprehensive income for the year		( $ 3,552)	( 1)	( $ 78,869)	( 40)
	Loss per share	6(25)
9750	Basic loss per share		( $ 0.09)	( $ 0.09)	( $ 2.15)
9850	Diluted loss per share		( $ 0.09)	( $ 0.09)	( $ 2.15)

The accompanying notes are an integral part of the parent company only financial statements. Please refer to them altogether.

Chairman: Peng Chen
Managerial Officer: Ya-Min Hsieh
Accounting Officer: Tzu-Ying Chan

Transcene Corporation
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		Accumulated deficit	Total equity
			Changes in net equity of associates	Employee stock options
2024
January 1		$ 473,707	$ -	$ 164	($ 142,474)	$ 331,397
Net loss for the current period		-	-	-	( 78,869)	( 78,869)
Total comprehensive income for the year		-	-	-	( 78,869)	( 78,869)
Cash capital increase	6(16)	75,490	-	-	-	75,490
December 31		$ 549,197	$ -	$ 164	($ 221,343)	$ 328,018
2025
January 1		$ 549,197	$ -	$ 164	($ 221,343)	$ 328,018
Net loss for the current period		-	-	-	( 3,552)	( 3,552)
Total comprehensive income for the year		-	-	-	( 3,552)	( 3,552)
Changes in equity of associates recognized in proportion to shareholding ratio.		-	490	-	-	490
December 31		$ 549,197	$ 490	$ 164	($ 224,895)	$ 324,956

The accompanying notes are an integral part of the parent company only financial statements. Please refer to them altogether.

Chairman: Peng Chen
Managerial Officer: Ya-Min Hsieh
Accounting Officer: Tzu-Ying Chan

Transcene Corporation
Parent Company Only Statement of Cash Flows
For the years ended December 31, 2025 and 2024
Unit: NT$ thousand

	Notes	January 1 to December 31, 2025	January 1 to December 31, 2024
Cash flows from operating activities
Net loss before tax for the current period		($ 3,625 )	($ 88,136 )
Adjustments
Income/expense items
Depreciation expense	6(22)	86,476	61,404
Amortization expenses	6(22)	435	543
Losses on disposal of property, plant and equipment	6(20)	18	8
Interest income		( 711 )	( 835 )
Financial costs	6(21)	19,454	15,605
Expected credit risk (reversal gain) impairment loss	12(2)	( 755 )	1,915
Share of profit or loss of subsidiaries, associates and joint ventures accounted for using equity method		3,377	( 4,254 )
Unrealized gross profit on sales		3,318	-
Lease modification gain	6(7)	( 4 )	-
Changes in assets/liabilities relating to operating activities
Net changes in assets relating to operating activities
Net accounts receivable		( 35 )	( 41,435 )
Accounts receivable - related parties, net		( 7,691 )	( 4,627 )
Other receivables		( 2,837 )	( 695 )
Inventories		( 9,220 )	( 2,743 )
Prepayment to suppliers		13,159	7,373
Other current assets		( 356 )	2,130
Net changes in liabilities relating to operating activities
Accounts payable		1,283	( 3,506 )
Other payables		11,071	464
Other current liabilities		1,316	( 533 )
Net cash inflow (outflow) from operating activities		114,673	( 48,068 )
Cash flow from Investing activities
Decrease in financial assets measured at amortized cost - current		5,642	10,158
Decrease (increase) in financial assets measured at amortized cost - non-current		15,268	( 26,613 )
Acquisition of investments in associates using the equity method.		( 9,900 )	-
Acquisition of property, plant, and equipment	6(26)	( 29,254 )	( 122,875 )
Disposal of property, plant and equipment		-	27
Acquisition of intangible assets	6(8)	( 220 )	( 214 )
Increase in refundable deposits		( 230 )	( 76 )
Interest received		711	835
Net cash outflow from investment activities		( 17,983 )	( 138,758 )
Cash flow from financing activities
Increase (decrease) in short-term borrowings	6(27)	37,500	( 22,500 )
Lease principal repayment	6(27)	( 12,224 )	( 12,917 )
Long-term borrowings	6(27)	-	168,610
Repayments of long-term borrowings	6(27)	( 95,290 )	( 75,485 )
Increase in guarantee deposits		-	12,685
Cash capital increase	6(16)	-	75,490
Interest paid		( 19,495 )	( 15,409 )
Net cash flow from (used in) financing activities		( 89,509 )	130,474
Increase (decrease) in cash and cash equivalents		7,181	( 56,352 )
Balance of cash and cash equivalents at beginning of the current period		55,452	111,804
Balance of cash and cash equivalents at end of the current period		$ 62,633	$ 55,452

The accompanying notes are an integral part of the parent company only financial statements. Please refer to them altogether.

Chairman: Peng Chen
Managerial Officer: Ya-Min Hsieh
Accounting Officer: Tzu-Ying Chan

Attachment 5: 2025 Deficient Compensation Statement

Transcene Corporation

2025 Deficient Compensation Statement

Unit: NT$

Item	Amount	Remarks
Accumulated losses from previous period	(221,343,348)
Plus: Net loss after tax in 2025	(3,552,327)
Deficit yet to be compensated	(224,895,675)

Chairman: Chen, Peng Managerial Officer: Hsieh, Ya-Min Accounting Officer: Chan, Tzu-Ying

Attachment 6: "Regulations Governing the Acquisition and Disposal of Assets by Public Companies" Content Amendment Comparison Table

Transcene Corporation

"Regulations Governing the Acquisition and Disposal of Assets by Public Companies" Content Amendment Comparison Table

Amended Articles	Original Articles	Description
Section 3. Derivatives Transactions
4.14 Authorization and Quotas
4.14.1.2 For individual contract amounts of NT$5,000,000 (or equivalent foreign currency) or more (exclusive) and NT$300,000,000 (or equivalent foreign currency) or less (exclusive), the Chairman shall make the preliminary decision.	Section 3. Derivatives Transactions
4.14 Authorization and Quotas
4.14.1.2 For individual contract amounts of NT$5,000,000 (or equivalent foreign currency) or more (inclusive) and NT$300,000,000 (or equivalent foreign currency) or less (inclusive), the Chairman shall make the preliminary decision.	I. Amended articles to accommodate actual demands and regulatory specifications.
Section 5 Information Public Disclosure Procedures
4.25 Information Public Disclosure Procedures
4.25.2.4 Acquiring or disposing of equipment for commercial use or right-to-use assets thereof, the counterparty is not a related party, and the transaction amount meets one of the following requirements:
4.25.2.4.1 The publicly-issued company with a paid-in capital of less than NT$10 billion has a transaction amount of over NT$500 million.
4.25.2.4.2 The publicly-issued company with paid-in capital of not less than NT$10 billion but less than NT$50 billion, the transaction amount reaches NT$1 billion or more.
4.25.2.4.3 For public companies with a paid-in capital of NT$50 billion or more, the transaction amount reaches 5% or more of the company's paid-in capital.
4.25.2.6 For public companies with a paid-in capital of NT$50 billion or more, the transaction amount reaches 5% or more of the company's paid-in capital when trading government bonds, ordinary corporate bonds, and general financial bonds not involving equity (excluding subordinated bonds) at securities exchanges or the business premises of securities firms. This applies provided that the transactions do not fall under the various items of the proviso in Subparagraph 8, and the transaction counterparty is not a related party.	Section 5 Information Public Disclosure Procedures
4.25 Information Public Disclosure Procedures
4.25.2.4 The type of acquired or disposed assets belongs to equipment for business use or its right-of-use assets, the transaction counterparty is not a related party, and the transaction amount reaches NT$1 billion or more.
4.25.2.6 Transactions involving assets other than those covered by the preceding 5 subparagraphs, the disposal of claims by financial institutions, or investments in mainland China, where the transaction amount reaches 20% of the Company's paid-in capital or NT$300 million or more. However, the following conditions shall be exempt:
4.25.2.6.1 Trading domestic bonds or foreign government bonds with a credit rating not lower than our nation's sovereign credit rating.
4.25.2.6.2 Bond trades with buy-back or sell-back conditions or subscribing to or buying back money market funds issued by securities investment trust enterprises.
4.25.2.6 The calculation method for transaction amount in Sections 4.25.2.4 to 4.25.2.6 is shown below. The term "within one year," as mentioned in the preceding paragraph, refers to a period calculated retrospectively for one year from the date of the occurrence of the facts of this transaction, with transactions already announced in accordance with the handling procedure to be exempt from being included in the calculation again.	(1) Amended and added articles to accommodate regulatory amendments.
(2) The article was modified due to regulatory amendments.
4.25.2.7 Transactions involving assets other than those covered by the preceding 6 subparagraphs, the disposal of claims by financial institutions, or investments in mainland China, where the transaction amount reaches 20% of the Company's paid-in capital or NT$300 million or more. However, the following conditions shall be exempt:	4.25.2.7 The calculation method for transaction amount in Sections 4.25.2.4 to 4.25.2.6 is shown below. The term "within one year," as mentioned in the preceding paragraph, refers to a period calculated retrospectively for one year from the date of the occurrence of the facts of this transaction, with transactions already announced in accordance with the handling procedure to

Amended Articles	Original Articles	Description
4.25.2.7.1 Trading domestic bonds or foreign government bonds with a credit rating not lower than our nation's sovereign credit rating.
4.25.2.7.2 Bond trades with buy-back or sell-back conditions or subscribing to or buying back money market funds issued by securities investment trust enterprises.	be exempt from being included in the calculation again.
4.25.2.7.1 amount of each transaction.
4.25.2.7.2 The accumulated amount of transactions with the same counterparty to acquire or dispose of the same transaction subject matter within one year.
4.25.2.7.3 The amount of accumulated acquisition or disposal (accumulative acquisition and disposal) for the same real estate development project or right-of-use assets thereof within one year.
4.25.2.7.4 The amount of accumulated acquisition or disposal (accumulative acquisition and disposal) for the same security within one year.
4.25.2.8 The calculation method for transaction amount in Sections 4.25.2.4 to 4.25.2.7 is as shown below. The term “within one year,” as mentioned in the preceding paragraph, refers to a period calculated retrospectively for one year from the date of the occurrence of the facts of this transaction, with transactions already announced in accordance with the handling procedure to be exempt from being included in the calculation again.
4.25.2.8.1 amount of each transaction.
4.25.2.8.2 The accumulated amount of transactions with the same counterparty to acquire or dispose of the same transaction subject matter within one year.
4.25.2.8.3 The amount of accumulated acquisition or disposal (accumulative acquisition and disposal) for the same real estate development project or right-of-use assets thereof within one year.
4.25.2.8.4 The amount of accumulated acquisition or disposal (accumulative acquisition and disposal) for the same security within one year.
4.26 Control procedures for the acquisition or disposal of assets by subsidiaries
For a company whose shares have no par value or a par value other than NT$10 per share, the 20% of paid-in capital transaction amount limit in these Procedures shall be calculated as 10% of equity attributable to owners of the parent. The 5% of paid-in capital transaction amount limit in these Procedures shall be calculated as 2.5% of equity attributable to owners of the parent; the paid-in capital reaching NT$10 billion transaction amount limit in these Guidelines shall be calculated as equity attributable to owners of the parent reaching NT$20 billion; the paid-in capital reaching NT$50 billion transaction amount limit in these Procedures shall be calculated as equity attributable to owners of the parent reaching NT$100 billion.	4.26 Control procedures for the acquisition or disposal of assets by subsidiaries
For a company whose shares have no par value or a par value other than NT$10 per share, the transaction amount provisions in the handling procedures referring to 20% of paid-in capital shall be calculated as 10% of the equity attributable to the owners of the parent company; the transaction amount provisions in the handling procedures referring to a paid-in capital of NT$10 billion shall be calculated as NT$20 billion of the equity attributable to the owners of the parent company.	Amended to accommodate regulatory amendments.

Appendix 1: Articles of Incorporation

Transcene Corporation Articles of Incorporation

Chapter 1 General Rules

Article 1: The Company shall be incorporated under the Company Act, and its name shall be 成信實業股份有限公司.

(The English name of the Company shall be Transcene Corporation.)

Article 2: The scope of business of the Company shall be as follows:

C801010 Basic Chemical Industrial
C801990 Other Chemical Materials Manufacturing
C802120 Industrial and Additive Manufacturing
C802990 Other Chemical Products Manufacturing
C901010 Ceramic and Ceramic Products Manufacturing
C901060 Manufacture of Refractory Products
C901990 Other Non-Metallic Mineral Products Manufacturing
CA01990 Other Non-ferrous Metal Basic Industries
CA02990 Other Metal Products Manufacturing
CA05010 Powder Metallurgy
CC01080 Electronics Components Manufacturing
F107010 Wholesale of Paints, Coating and Varnishes
F107170 Wholesale of Industrial Catalyst
F107200 Wholesale of Chemical Feedstock
F107990 Wholesale of Other Chemical Products
F111090 Wholesale of Building Materials
F112040 Wholesale of Petroleum Products
F113100 Wholesale of Pollution Controlling Equipments
F119010 Wholesale of Electronic Materials
F120010 Wholesale of Refractory Materials
F199010 Wholesale of Recycling Materials
F199990 Other Wholesale Trade
F401010 International Trade
I103060 Management Consulting
I199990 Other Consulting Service
IG01010 Biotechnology Services
IG02010 Research and Development Service
IG03010 Energy Technical Services
J101030 Waste Disposing
J101040 Waste Treatment
J101080 Resource Recycling
J101090 Waste Disposal
JZ99050 Agency Services
ZZ99999 All business activities that are not prohibited or restricted by law, except that are subject to special approval.

Article 3: The Company shall have its head office in Tainan City, R.O.C., and when it is determined to be necessary, upon the resolution of the Board of Directors, branch offices or branch institutions or offices may be established domestically or overseas.

Article 4: The public announcement of the Company shall be handled in accordance with Article 28 of the Company Act and other relevant laws and regulations.

Article 5: Unless the resolution of the shareholders' meeting is reached, public issuance of shares shall not be annulled. The preceding paragraph shall not be amended during the period when the Company is listed on the centralized trading floor or over the counter trading places.

Article 2 Shares

Article 6: The Company shall issue shares without par value and the capital is divided into 100,000,000

shares, which may be issued at discrete times.

10 million shares of the capital described in the preceding paragraph is retained as employee stock options, which may be issued at discrete times according to the resolution adopted by the Board of Directors.

Article 6-1: The Company's issuance of employee stock options, transfer of treasury shares to employees, issuance of new shares required by law shall retain a certain percentage of subscription for employees, and for the issuance of new restricted employee shares, the subjects entitled to the subscription, transfer and issuance of such new restricted employee shares may include employees of parent or subordinate companies meeting specific requirements, and the Board of Directors or its authorized person is authorized to specify such specific requirements.

If the Company issues employee stock warrants at a price lower than the market price (book value per share), the Company shall obtain the consent of at least two-thirds of the voting rights represented by the attending shareholders issued.

If the Company transfers shares to employees at a price lower than the actual average price for the shares repurchased, such transfer shall be approved prior to the transfer by two-thirds or more of the voting rights represented by the shareholders present at a majority of the total number of shares represented.

Article 7: The share certificates of the Company shall be in registered form, numbered and affixed with the signatures or personal seals of the director representing the Company, and shall be duly certified or authenticated by the bank which is competent to certify shares under the laws before issuance thereof.

The shares issued by the Company may be exempted from printing share certificates, but shall be registered with the Centralized Securities Depository Enterprises and shall be handled in accordance with the regulations of such institutions; the same shall be applied to the issuance of other securities.

Article 8: The change of the record in the shareholders' roster shall be handled in accordance with Article 165 of the Company Act.

Chapter 3 Shareholders' Meeting

Article 9: The shareholders' meeting shall be classified into two types of the ordinary shareholders' meeting and extraordinary shareholders' meeting. The ordinary shareholders' meeting shall be convened at least once per year, and shall be convened within six months after the close of each fiscal year. The extraordinary shareholders' meeting shall be convened whenever necessary according to laws. Convention of shareholders' meeting shall be handled according to relevant regulations of the Company Act. The convention notice of shareholders' meeting, upon the consent of counter parties, may be made via the electronic method.

For shareholders holding registered shares less than 1,000 shares, the convention notice described in the preceding paragraph may be made via the announcement method.

Article 9-1: The election of the chair of the shareholders' meeting shall be handled in accordance with Article 182-1 of the Company Act.

Article 10: During the convention of the shareholders' meeting, video conference or other methods announced by the central competent authority may be adopted.

Article 11: Each shareholder of the Company shall have one vote for each share held, except that for the shares owned by the Company according to the law, there shall be no voting right for a share. After the Company's shares are publicly traded at TPEx or TWSE, during the convention of a shareholders' meeting, the electronic method shall be provided as one of the channels for the exercise of voting rights, and shareholders exercising their voting rights in electronic form shall be deemed to attend the meeting in person. All relevant matters shall be handled in accordance with the regulations.

Article 12: Unless otherwise specified in the Company Act, any resolution at a shareholders' meeting shall be adopted by a majority of the shareholders presented, who representing more than half of the total number of the company's outstanding shares, and shall be executed based on the majority of the voting rights of attending shareholders.

Resolutions made in a shareholders' meeting shall be recorded in the meeting minutes and shall be prepared, preserved and issued to all shareholders according to Article 183 of the Company Act.

Article 13: Deleted.

Chapter 4 Board of Directors

Article 14: The Company shall have seven to nine directors (including independent directors), and the term of office shall be three years. Directors shall be elected by the shareholders' meeting from the list of director candidates, and a director may serve multiple terms if re-elected. When a director's term of office expires and a re-election is not made, their term of office shall be governed by Article 195 of the Company Act.

The Company adopts the candidate nomination system for the election of directors. Among the aforementioned seats of directors, there shall be at least 3 independent directors, and the number of independent directors shall not be less than one-third of the seats of directors.

Relevant matters of the professional qualification, concurrent job position limitation, determination of independence, nomination and election methods of the independent director as well as other necessary requirements shall comply with relevant regulations specified by the securities competent authority.

The Company may purchase liability insurance for directors during their term of office in accordance with the law, and the board of directors is authorized to specify the insured amount and insurance matters.

The Company establishes the Audit Committee or other functional committees in accordance with the relevant provisions of the Securities and Exchange Act. The establishment and powers of the relevant committees are handled in accordance with the relevant regulations of the securities authority.

Article 15: Directors shall form the board of directors. With the attendance of more than two third of the directors and the consents of more than half of the attending directors, a chairman of the board shall be elected among the directors, and the chairman shall represent the Company externally. Where the chairman of the board is on leave or unable to perform his/her duties for whatever reason, an acting chairman of the board shall be designated in accordance with Article 208 of the Company Act. When a director cannot attend a board of directors' meeting due to reasons, he/she may appoint another director to attend the board of directors' meeting as a proxy thereof, which shall be handled in accordance with Article 205 of the Company Act.

Board of directors' meeting may be held in the method of video conference method, and directors attending the meeting through video conference shall be deemed to attend the meeting in person.

Article 16: Upon the consent of all Directors of the Company, Directors may exercise their voting rights in writing regarding the proposals of the current Board of Directors meeting without actually convening.

Article 17: For the remuneration of all directors, the board of directors is authorized to make payments based on their participation level and value of personal contribution to the operation of the Company along with the consideration of the standard adopted in the same industry.

Chapter 5 Managerial Officers

Article 18: The Company may install managerial officers, and the appointment, discharge and the remuneration of the managerial officers shall be handled according to Article 29 of the Company Act.

Chapter 6 Accounting

Article 19: At the end of each fiscal year of the Company, the board of directors shall prepare the business report, financial statements and proposals for distribution of earnings or covering of loss to the ordinary shareholders' meeting for ratification.

Article 20: Deleted.

Article 21: When the Company has a profit in a fiscal year, an amount equivalent to less than 1% of the profit shall be set aside for the remuneration of employees and 60–80% of the remuneration of employees shall be distributed as the remuneration of entry-level employees, and an amount not exceed than 3% of the profit of the current year shall be set aside for the remuneration of directors; however, when the Company still has accumulated losses, sufficient amount shall be reserved to compensate such losses in priority.

The remuneration of employees may be distributed in the form of shares or cash. The employees entitled to receive the shares or cash may be employees of parents or subsidiaries of the Company meeting certain specific requirements which shall be authorized to be specified by the board of directors or by its authorized person.

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Article 22: Where the Company has a surplus earning after closing of accounts in a fiscal year, amount shall be appropriated to pay the tax and make up the accumulated loss first, followed by setting aside 10% thereof as the legal reserve; however, where the legal reserve has reached the capital total amount, such restriction shall not be applicable. In addition, special reserve shall be appropriated or reversed in accordance with Furthermore laws or regulations of the competent authority. When there is still surplus earning, for its balance plus the accumulated unappropriated earnings, the board of directors shall establish a distribution proposal. When the distribution is to be made in the form of issuance of new shares, the proposal shall be submitted to the shareholders’ meeting for resolution on the distribution thereof.

When all or a portion of the dividends or legal reserve and capital reserve distributed by the Company are made in the form of cash, the board of directors may be authorized to execute the distribution in accordance with the resolution of the board of directors’ meeting attended by more than two thirds of the directors and the consents of a majority of the attending directors. In addition, report to the shareholders’ meeting shall also be made.

Article 23: The Company's dividend policy is based on the Company's future capital budget plan, after measuring the capital demand in the future, and taking into account the interests of shareholders, portion of the share dividend distribution is to be retained as the capital for operation of the Company, and an appropriate cash and share dividend ratio shall be specified. For the distribution of shareholders' dividends, no less than 10% of the distributable earnings each year, may be made in the form of cash or shares, of which the cash dividends shall not be less than 10% of the total dividends.

Chapter 7 Supplementary Provisions

Article 24: The Company may provide guarantees to external parties by resolution of the board of directors for business needs. After the public offering of the Company's shares, related operations shall be handled in accordance with the Company's Procedures for Endorsement and Guarantee of the Company.

Article 25: The total amount of external investments made by the Company may exceed more than 40% of the paid-in capital of the Company, and the board of directors is authorized to execute such investments.

Article 26: Any matters not specified in this Article of Incorporation shall be handled according to the regulations of the Company Act.

Article 27: These Articles of Incorporation were duly enacted on October 18, 2019.

The 1st amendment was made on February 4, 2020.

The 2nd amendment was made on April 16, 2021.

The 3rd amendment was made on October 18, 2021.

The 4th amendment was made on June 28, 2023.

The 5th amendment was made on April 11, 2024.

The 6th amendment was made on June 19, 2024.

The 7th amendment was made on May 26, 2025.

Transcene Corporation

Chairman: Chen Peng

Appendix 2: Rules of Procedure for Shareholders' Meetings

Transcene Corporation

"Rules of Procedure for Shareholders' Meetings"

Article 1 (Basis of establishment)

To establish a strong governance system and sound supervisory capabilities for the shareholders' meetings of the Company, and to strengthen management capabilities, these Rules are adopted pursuant to Article 5 of the "Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies" jointly established by Taiwan Stock Exchange Corporation and Taipei Exchange.

Article 2 (Applicable principles)

The rules of procedures for shareholders' meeting of the Company, except as otherwise provided by law, regulation or the articles of incorporation, shall be as provided in these Rules.

Article 3 (Convention and notice of shareholders' meetings)

Except as otherwise provided by law, the shareholders' meeting of the Company shall be convened by the board of directors.

When the Company convenes a virtual shareholders' meeting, unless the Regulations Governing the Administration of Shareholder Services of Public Companies specify others, the articles of incorporation shall describe procedures in detail, and the resolution of the board of directors shall be adopted, and the virtual shareholders' meeting shall be attended by more than two-thirds of the directors of the board and with resolution made based on the consents of a majority of attending directors.

Changes to how the Company 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.

The Company shall prepare electronic versions of the shareholders' meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors, and upload them to the Market Observation Post System (MOPS) thirty days before the date of an ordinary shareholders' meeting or fifteen days before the date of an extraordinary shareholders' meeting. In addition, the Company shall prepare electronic versions of the shareholders' meeting agenda and supplemental meeting materials and upload them to the MOPS twenty-one days before the date of the regular shareholders' meeting or fifteen days before the date of the special shareholders' meeting. If, however, the Company has the paid-in capital of NT$10 billion or more as of the last day of the most current fiscal year, or total shareholding of foreign shareholders and PRC shareholders reaches 30 percent or more as recorded in the register of shareholders of the shareholders' meeting held in the immediately preceding year, transmission of these electronic files shall be made by thirty days before the regular shareholders' meeting. In addition, fifteen days before the date of the shareholders' meeting, the Company 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 the Company and the professional shareholder services agent designated thereby.

For the meeting agenda and supplemental meeting materials described in the preceding paragraph, the Company shall provide them to the shareholders for review on the convention date of the shareholders' meeting according to the following method:

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

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

III. For virtual 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, 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

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the corporation, or any matter under Paragraph 1 of 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 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 the notice to convene a shareholders' meeting has indicate the full re-election of directors and the date of assumption of duty has been specified, then after the completion of the re-election in such shareholders' meeting, the date of assumption of duty shall not be altered via extraordinary motion or other methods.

A shareholder holding 1 percent or more of the total number of issued shares may submit to the Company 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 of 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.

Shareholders may submit suggestive proposals for urging the Company to promote public interests or fulfill its social responsibilities, provided that the procedure shall comply with relevant provisions of Article 172-1 of the Company Act, and the number of items so proposed shall be limited to one only, and no proposal containing more than one item shall be included in the meeting agenda.

Prior to the book closure date before an annual general meeting is held, the Company shall publicly announce that it will receive shareholder proposals, whether it shall be via written or electronic acceptance, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than ten days.

Shareholder-submitted proposals are limited to 300 words, and for a proposal containing more than 300 words, such proposal is not be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders' meeting and take part in discussion of the proposal.

Prior to the date for issuance of notice of a shareholders' meeting, the Company shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders' meeting the Board of Directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.

Article 4 (Attending shareholders' meeting by proxy)

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

A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders' meeting, and shall deliver the proxy form to the Company five days before the date of the shareholders' meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail; except when a declaration is made to cancel the earlier declaration of intent.

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

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

Article 5 (Principles for shareholders' meeting convention time and venue)

The venue for a shareholders' meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholders' meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting. The restrictions on the place of the meeting shall not apply when the Company convenes a virtual-only shareholders' meeting.

Article 6 (Preparation of documents of attendance book, etc.)

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The Company shall specify in its shareholders' meeting notices the time during which attendance registrations for shareholders, solicitors and proxies (collectively referred to as "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 thirty 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 thirty minutes before the meeting starts. Shareholders completing registration are deemed as attend the shareholders' meeting in person.

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

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

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

If a shareholder is a government or legal person, the representative attending a shareholders' meeting is not limited to one person. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.

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

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

Article 6-1 (Convention of virtual shareholders' meeting, and required particulars for shareholders' meeting notice)

To convene a virtual shareholders' meeting, the Company shall include the follow particulars in the shareholders' meeting notice:

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

II. 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:

(I) 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.

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

(III) 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 shareholders' meeting, then the shareholders' meeting shall continue. The shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, and the shareholders attending the virtual meeting online shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders' meeting.

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

III. To convene a virtual shareholders' meeting, appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders' meeting online shall be specified. Except for the circumstances under Paragraph 6 of Article 44-9 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall provide shareholders with at least connection equipment and necessary assistance and state the period during which shareholders may apply to the Company for such equipment or assistance and other relevant matters to be

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noted.

Article 7 (Chair and non-voting participants of shareholders' meeting)

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

When a managing director or a director serves as chair, as referred to in the preceding paragraph, the managing director or director shall be one who has held that position for six months or more and who understands the financial and business conditions of the Company. The same shall be true for a representative of a juristic person director that serves as chair. It is advisable that shareholders' meetings convened by the board of directors be chaired by the chairman of the board in person and attended by a majority of the directors. Attending, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the shareholders' meeting minutes.

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

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

Article 8 (Documentation of shareholders' meeting by audio or video)

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

The recorded materials of the preceding paragraph shall be retained for at least one year. However, if a shareholders' meeting files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.

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

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

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

Article 9 (Calculation of number of attending shares and convention of shareholders' meeting)

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

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

However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned. In the event of a virtual shareholders' meeting, the Company 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 of Article 175 of the

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Company Act; all shareholders shall be notified of the tentative resolution and another shareholders' meeting shall be convened within one month. In the event of a virtual shareholders' meeting, shareholders intending to attend the meeting online shall re-register to the Company in accordance with Article 6.

Before the meeting is completed, if the number of shares held by the attending shareholders combined has reached the majority of the total circulating shares, the chair may re-introduce the rendered tentative resolution for a decision during the meeting as required by Article 174 of the Company Act.

Article 10 (Discussion of proposals)

Where 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 11 (Shareholder speech)

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

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

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

When attending shareholders speak, other shareholders may not speak or interfere with their speech unless with approval by the chair and the speaking shareholder; the chair shall stop violators.

When an institutional 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.

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 12 (Calculation of voting shares and recusal system)

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

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

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

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

With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed 3 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 13 (Proposal voting, vote monitoring and vote counting method)

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

When the Company holds a shareholders' 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. Any shareholder who exercises voting rights in writing or in electronic form shall be deemed to have attended the shareholders' meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that the Company avoid the submission of extraordinary motions and amendments to original proposals.

A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Company 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 the Company, by the same means by which the voting rights were exercised, before two business days before the date of the shareholders' meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders' meeting, the voting rights exercised by the proxy in the meeting shall prevail. Except as otherwise provided in the Company Act and in the Company's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. In addition, on the same day after the conclusion of the shareholders' meeting, 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 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 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 have the identity of shareholders of the Company.

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 the Company convenes a virtual shareholders' meeting, after the chair declares the meeting open, shareholders attending the meeting via the video conferencing method shall

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cast votes on proposals and elections on the virtual meeting platform before the chair announces the voting session ends or will be deemed abstained from voting.

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

When the Company convenes a hybrid shareholders' meeting, if shareholders who have registered to attend the meeting via video conferencing method 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 via video conferencing method.

When shareholders exercise voting rights by correspondence or electronic means, unless they have withdrawn the declaration of intent and attended the shareholders' meeting via video conferencing method, except for extraordinary motions, they may 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 14 (Elections)

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

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

Article 15 (Meeting minutes)

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 twenty days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form.

The Company may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the Market Observation Post System (MOPS).

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

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

When convening a virtual shareholders' meeting, other than compliance with the requirements in the preceding paragraph, the Company shall specify in the meeting minutes alternative measures available to shareholders with difficulties in attending a virtual shareholders' meeting online.

Article 16 (Public disclosure)

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

During the virtual shareholders' meeting convened by the Company, 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

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represented at the meeting and a new tally of votes is released during the meeting. If matters put to a resolution at a shareholders' meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation (or Taipei Exchange Market) regulations, the Company shall upload the content of such resolution to the MOPS within the prescribed time period.

Article 17 (Maintaining order of meeting place)
Staff handling administrative affairs of a shareholders' meeting shall wear identification cards or arm bands.
The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor".
At the place of a shareholders' meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the Company, the chair may prevent the shareholder from so doing.
When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.

Article 18 (Recess and resumption of shareholders' meeting)
When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.
If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders' meeting may adopt a resolution to resume the meeting at another venue. A resolution may be adopted at a shareholders' meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act.

Article 19 (Disclosure of information at virtual meetings)
In the event of a virtual shareholders' meeting, the Company shall disclose real-time results of votes and election immediately after the end of the voting session on the virtual meeting platform according to the regulations, and this disclosure shall continue at least fifteen minutes after the chair has announced the meeting adjourned.

Article 20 (Location of chair and secretary of virtual shareholders' meeting)
When the Company convenes a virtual 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 21 (Handling of disconnection)
In the event of a virtual shareholders' meeting, the Company may offer a simple connection test to shareholders prior to the meeting, and provide relevant real-time services before and during the meeting to help resolve communication technical issues.
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 to or resumed at another time under Paragraph 4 of 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 thirty 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 Paragraph 2, no further discussion or resolution is required for proposals for which votes have been cast

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and counted and results have been announced, or list of elected directors.

When the Company convenes a hybrid shareholders' meeting, and the virtual meeting cannot continue as described in 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 shareholders' 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.

When postponing or resuming a meeting according to the second paragraph, the Company 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 period 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, Article 44-5, Article 44-15, and paragraph 1, Article 44-17 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall handle the matter based on the date of the shareholders' meeting that is postponed or resumed under the second paragraph.

Article 22 (Handling of digital divide)

When convening a virtual-only shareholders' meeting, the Company shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders' meeting online. Except for the circumstances under Paragraph 6 of Article 44-9 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall provide shareholders with at least connection equipment and necessary assistance and state the period during which shareholders may apply to the Company for such equipment or assistance and other relevant matters to be noted.

Article 23 (Approval hierarchy and implementation)

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.

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Appendix 3: Shareholdings of Directors

Transcene Corporation Shareholdings of Directors

Book closure date: March 28, 2026

Title	Name	Number of Shares	Shareholding Percentage
Chairman	Chen Peng	1,000,000	2.28%
Director	Hsieh,Ya-Min	1,741,000	3.97%
Director	GILWOOD LIMITED
Representative: Wu,Chun	6,250,000	14.25%
Independent Director	Shih,Yu-Chen	0	0
Independent Director	Liao,Cheng-Ta	0	0
Independent Director	Wen,Hui-Ling	0	0
Total		8,991,000	20.5%

(1) Up to the date of March 28, 2026, the total number of shares issued: 43,857,189 shares.
(2) The shareholdings of independent directors elected by a public company shall not be counted in the total referred to in the preceding paragraph; if a public company has elected two or more independent directors, the share ownership figures calculated at the statutory rates for all directors other than the independent directors and shall be reduced to 80%. Minimum number of shares required to be held by all directors of the Company is 3,600,000 shares, and the Company has complied with the statutory shareholding requirement.

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Transcene — AGM Information 2026

52680_rns_2026-04-24_3bf7b127-5900-4540-9ca2-2e9092c9baea.pdf

Transcene Corporation

2026 Annual General Shareholders' Meeting

Meeting Handbook

Table of Contents

Attachments

Appendices

II. Ratification Items

Transcene Corporation [Business Report]

Business operation performance

Technological Research and Development

Audit Committee’s Review Report

Q4 2025

Execution Status of the Sound Business Plan for Cash Capital Increase

I. The Sound Business Plan is as follows:

II. "Sound Business Plan" Achievement Status

III. The execution status of the Sound Business Plan for the fourth quarter of 2025 is explained as follows:

(1) Operating Revenue and Gross Profit

(2) Operating Gross Profit Margin

(3) Operating expense

(4) Net Non-operating Expenses

(5) Profit (loss) before Income tax

IV. Improvement Measures Continuously Promoted:

(1) Strengthen Operating Expense Controls and Enhance Resource Utilization Efficiency

(2) Promote Centralized Procurement and Contract Negotiations

(3) Optimize Manpower Allocation and Process Efficiency

(4) Focus on Products and Services with High Growth Potential and Formulate Specific BU Strategies

(5) Layout Long-term Technology and Market Development Blueprints

CPA's Audit Report

Audit Opinion

Basis of Audit Opinion

Key Audit Matters

Key Audit Matters- Inventory Valuation

Description

Corresponding Audit Procedures

Other matters - reference to audits by other auditors.

Other Matters- Parent Company Only Financial Statements

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

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

Audit Opinion

Basis of Audit Opinion

Key Audit Matters

Key Audit Matters- Inventory Valuation

Description

Corresponding Audit Procedures

Other matters - reference to audits by other auditors.

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

Auditor's Responsibilities for the Audit of the Parent Company Only Financial Statements

Transcene Corporation

2025 Deficient Compensation Statement

"Regulations Governing the Acquisition and Disposal of Assets by Public Companies" Content Amendment Comparison Table

Transcene Corporation Articles of Incorporation

Chapter 1 General Rules

Article 2 Shares

Chapter 3 Shareholders' Meeting

Chapter 4 Board of Directors

Chapter 5 Managerial Officers

Chapter 6 Accounting

Chapter 7 Supplementary Provisions

Transcene Corporation

"Rules of Procedure for Shareholders' Meetings"

Article 1 (Basis of establishment)

Article 2 (Applicable principles)

Article 3 (Convention and notice of shareholders' meetings)

Article 14 (Elections)

Article 15 (Meeting minutes)

Article 16 (Public disclosure)

Transcene Corporation Shareholdings of Directors

More from Transcene

Transcene AGM Information 2026