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UBIQCONN TECHNOLOGY, INC. AGM Information 2026

Apr 29, 2026

52665_rns_2026-04-29_acb99c6b-d606-498e-916f-3c464cfd7301.pdf

AGM Information

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Stock Code:6928

==> picture [197 x 72] intentionally omitted <==

UBIQCONN TECHNOLOGY, INC.

Handbook for the 2026 Annual Meeting of Shareholders

(Summary Translation from Chinese Version)

MEETING DATE: June 1, 2026

PLACE: Room 201, 2F., No. 300, Yangguang St., Neihu Dist., Taipei City 11491, Taiwan

Notice to readers

This English-version annual report is a summary translation of the Chinese version and is not an official document of the shareholders’ meeting. If there 0 is any discrepancy between the English and Chinese versions, the Chinese version shall prevail.

Table of Contents

I.Meeting Procedure ......................................................................... 1 II.Meeting Agenda ............................................................................ 2 1. Reported Matters ................................................................ 3 2. Acknowledged Matters ........................................................ 4 3. Matters for Discussion ........................................................ 6 4. Provisional Motions ............................................................. 6 5. Adjournment ........................................................................ 6 III. Attachment 1. Business Report .................................................................. 8 2. Audit Committee’s Review Report .................................... 11 3. Procedures of Financial Transactions with Related Parties................................................................................ 12 4. Independent Auditors’ Report and 2025 Parent Company Only Financial Statements (including Consolidated Financial Statements) ................................. 17 5. 2025 Earnings Distribution Table ...................................... 48 6. Comparison Table for the Articles of Incorporation Before and After Revision .................................................. 49 7. Comparison Table for the Engaging in Derivatives Trading Procedures Before and After Revision ................. 51 8. Comparative Table of Amendments to the Procedures Governing Acquisition or Disposal of Assets ..................... 52

VI. Appendices

  1. Articles of Incorporation .................................................... 53 2. Rules of Procedure for Shareholder Meetings ................. 59 3.Engaging in Derivatives Trading Procedures .................... 70 4. Procedures for Acquisition or Disposal of Assets ............. 73 5. Current Shareholding of Directors .................................... 81 6. Information on Shareholder Proposals from Shareholders Holding More Than 1% of the Company’s Issued Shares .................................................................... 82

U B I Q C O N N T E C H N O L O G Y, I N C .

P r o c e d u r e f o r t h e 2 0 2 6 A n n u a l M e e t i n g o f S h a r e h o l d e r s

Call the Meeting to Order

Chairman Takes Chair

Chairman Remarks Reported Matters

Acknowledged Matters

Matters for Discussion

Provisional Motions

Adjournment

1

U B I Q C O N N T E C H N O L O G Y , I N C .

Y e a r 2 0 2 6

A g e n d a o f A n n u a l M e e t i n g o f S h a r e h o l d e r s

Convening Method: Physical Meeting

Time: 09:00 AM, Monday, 1 June, 2026.

  • Place: Room 201, 2F., No. 300, Yangguang St., Neihu Dist., Taipei City 11491, Taiwan

  • I. Call the Meeting to Order

  • II. Chairman Remarks

  • III. Reported Matters:

    1. 2025 Business Overview Report

    2. 2025 Audit Committee Review Report

    3. Reports on financial transactions with related parties

  • IV. Acknowledged Matters:

    1. 2025 Financial Reports

    2. The 2025 Earnings Distribution or Loss Offsetting Case

  • V. Matters for Discussion:

    1. Amend some articles of the Company's ”Articles of Incorporation”

    2. Amendment to the "Procedures for Engaging in Derivatives Transactions”

    3. Amendment to the ”Procedures for Acquisition or Disposal of Assets”

  • VI. Provisional Motions

  • V I I . Adjournment

2

R e p o r t e d M a t t e r s

1. 2025 Business Overview Report:

Explanation: For details about the company's 2025 operating policy and implementation overview, business plan implementation results, operating income and expenditure budget execution, profitability analysis and research and development status, please refer to Attachment 1.

2. 2025 Audit Committee Review Report:

Explanation: The details of the review report of the Company’s Audit Committee are as follows [Attachment 2] (Page 11).

3. Reports on financial transactions with related parties:

Explanation: The Board of Directors of the Company approved the “Operational Guidelines for Financial and Business Transactions Among Related Enterprises” on November 17, 2022 (Republic of China Year 111), as set forth in [Attachment 3], page 12 of the manual. The guidelines include measures to prevent abnormal transactions or improper transfer of benefits in transactions between related enterprises, such as sales and purchases, acquisition or disposal of assets, endorsements and guarantees, and lending of funds. There were no material related-party transactions in 2025.

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A c k n o w l e d g e d M a t t e r s

1. 2025 Financial Report (Proposed by the Board)

Explanation:(1) The company's individual and consolidated financial statements for year 2025 have been audited by CPA Chang, Shu-Chiung and Lin, Po-Chuan of PwC Accounting Firm, together with the business report, please approve.

  • (2) The business report and financial statements in the preceding paragraph are detailed in [Attachment 1] (Page 8) and [Attachment 4] (Page 17).

(3)Submitted for approval.

Resolution:

2. The 2025 Earnings Distribution or Loss Offsetting Case (Proposed by the Board)

  • Explanation : (1) The Company’s unappropriated earnings available for distribution for the fiscal year 2025 (Year 2025) totaled NT$ 14,496,335. (This includes the beginning unappropriated earnings of $76,888,514, less the net loss after tax of $62,364,980 for 2025, and less the remeasurement of defined benefit plans recognized in retained earnings of $27,199). Considering the net loss after tax in 2025 and the Company’s ongoing growth phase, it is proposed that no earnings be distributed at this time.

  • (2) The 2025 Statement of Surplus Distribution or Loss Offsetting is provided in [Appendix 5] on page 48 of this handbook.

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(3) Submitted for approval.

Resolution:

5

M a t t e r s f o r D i s c u s s i o n

  1. Amend some articles of the Company's ”Articles of Incorporation” (Proposed by the Board)

Explanation:(1) To meet the Company’s operational needs and comply with

  • relevant regulatory amendments, it is proposed to amend certain provisions of the Company’s "Articles of Incorporation."

  • (2) For the comparison table of revised provisions, please refer to [Attachment 6] (Page 49).

(3)Submitted for resolution.

Resolution:

  1. Amend some articles of the Company's ”Engaging in Derivatives Trading Procedures” (Proposed by the Board)

  2. Explanation : (1) To align with actual operational processes, the Company proposes to amend certain provisions of the "Procedures for Engaging in Derivatives Transactions."

  3. (2) The "Comparison Table of Amended Provisions" is provided in [Appendix 7] on page 51 of this handbook.

  4. (3)Submitted for resolution.

Resolution:

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  1. Amendment to certain provisions of the Company’s "Procedures for Acquisition or Disposal of Assets." (Proposed by the Board)

  2. Explanation : (1) To align with actual operational processes, the Company proposes to amend certain provisions of the "Procedures for Acquisition or Disposal of Assets."

  3. (2) The "Comparison Table of Amended Provisions" is provided in [Appendix 7] on page 52 of this handbook.

  4. (3) Submitted for resolution.

Resolution:

P r o v i s i o n a l M o t i o n s

A d j o u r n m e n t

7

[Attachment 1]

Business Report

1. Business Policy and Implementation Overview

Ubiqconn Technology continues to define itself through "Reliable Connectivity and Intelligent Computing in Critical Environments," focusing on high-barrier, high-reliability application markets. We have deepened the integration of key technologies, including Maritime Electronics, Satellite Communications, Rugged Mobile Solutions, Unmanned Aerial Vehicle (UAV) Applications, and Resilient Edge Computing Networks.

In response to global supply chain restructuring and rising geopolitical risks, we adhere to the principles of Security, Stability, and Self-Controllability in our product and operational design. We have strengthened our system integration capabilities to provide one-stop solutions ranging from hardware and communication to software and services. Maritime Electronics: We combine rugged computing platforms with marine communication and real-time data processing to support stable operations and decision-making in harsh environments.

Satellite Communications: We continue to deploy mobile satellite terminals, satellite gateways, and multi-channel communication integration, supporting maritime, remote areas, and mission-critical fields while laying the foundation for next-generation high-bandwidth, low-latency applications.

Intelligent Rugged Mobility: By introducing AI Edge Computing into rugged mobile devices and Ground Control Systems (GCS), we enhance real-time situational awareness, analysis, and decision-making. These applications extend to UAV integration, supporting high-reliability scenarios such as inspection, surveillance, disaster relief, and government projects.

2. Implementation Results of Business Plan

In the fiscal year 2025 (Year 114), the Company’s consolidated net revenue was NT$ 1,970,085 thousand, with a gross margin of 26%. The operating loss was NT$ 113,214 thousand, the net loss after tax was NT$ 62,366 thousand, and the net loss attributable to owners of the parent was NT$ 62,366 thousand. The loss per share (EPS) after tax was NT$ 0.73.

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3. Execution Status of Operating Budget

The revenue plan achievement rate was 46%; the operating gross profit achievement rate was 43%; the operating net profit achievement rate was -38%; and the pre-tax net profit achievement rate was -25%.

4. Profitability Analysis

Profitability Analysis
Item 2024 2025
Return on Assets (%) -2.64 -2.31
Return on Equity (%) -3.84 -3
Pre-tax Net Profit to Paid-up
Capital Ratio (%)
-10.44 -9.04
Net Profit Margin (%) -3.32 -3.17
Earnings perShare (NT$) -0.82 -0.73

5. Research and Development Status

Leveraging our core technologies in mobile computing platforms, rugged wireless connectivity, proprietary firmware, and advanced simulation-based mechanical design, our rugged tablets and specialized vehicle computers are deeply rooted in five key sectors: Maritime, Precision Agriculture, Warehousing & Logistics, Public Transportation, and Government Projects.

We continue to invest in R&D for AI applications centered on Machine Vision and Machine Learning. By training customized models on various edge computing platforms, we provide next-generation automated solutions for our five core sectors. In the Satellite Terminal segment, we are transitioning from Geostationary (GEO) narrowband technology to LEO/MEO broadband technology. Regarding Unmanned Systems, our Handheld Ground Control Station (GCS) has achieved global shipment, compatible with various air, land, and sea unmanned vehicles.

ompatible with various air, land, and sea unmanned vehicles.
R&D Project Primary Content
Edge Computing Platform Advanced mobile platforms featuring
NPU/GPU capabilities.
Artificial Intelligence Customized model training for specific
domain applications.
Unmanned Systems Ground Control Stations (GCS) and
UnmannedAerial Vehicles (UAV).
Wireless & Satellite Comm. SATCOM
Terminals,
Routers/Gateways, and SIP-Phones.
Rugged System Architecture Advanced simulation-based structural
designand analysis.

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Specialized
Firmware/Software
HMI-MCU firmware and platform
management software.

We sincerely appreciate the long-term support of our shareholders. The entire management team will continue to strive for enhancing the Company’s profitability and corporate value, aiming to share fruitful results with all our shareholders.

Chairman:CHIEN, MIN-TZ Manger:HSIEH,YEN-PENG Chief Accountant:YU, CHIA-RU

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[Attachment 2]

Audit Committee’s Review Report

To 2026 AGM of UBIQCONN TECHNOLOGY, INC.

The Board of Directors has submitted the Company’s 2025 (Year 114) parent company only and consolidated financial statements, which have been audited and completed by CPAs Ms. Shu-Chiung Chang and Mr. Po-Chuan Lin of PricewaterhouseCoopers Taiwan, with audit reports duly issued. Together with the business report and the proposal for earnings distribution, the same have been reviewed in detail by the Audit Committee, which found no material discrepancies. Accordingly, this is submitted for your review in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.

Audit Committee Convener Huang, Chung-Liang

11[th] March, 2026

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[Attachment 3]

Procedures of Financial Transactions with Related Parties

1. Purpose:

To ensure sound financial and business transactions between the Company and related parties, and to prevent irregular transactions or improper benefits in relation to the purchase and sale of goods, acquisition and disposal of assets, endorsements and guarantees, and fund lending among related parties, this operational guideline is established in accordance with Article 17 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies of the Republic of China for compliance.

2. Risk Assessment:

Failure to control transactions with related parties may result in irregular transactions or improper benefit transfers, potentially harming the interests of the Company and its investors.

3. Scope of Application:

Financial and business transactions between the Company and related parties shall be handled in accordance with these guidelines unless otherwise provided by laws or the Company’s Articles of Incorporation.

4. Definitions:

Related Parties: The term "related parties" as used in these guidelines shall be determined in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers in the Republic of China.

Affiliated Enterprises: The term "affiliated enterprises" refers to enterprises that exist independently but have the following relationships in accordance with Article 369-1 of the Company Act of the Republic of China: A controlling and subordinate relationship between companies. Companies that engage in mutual investments.

When determining a controlling and subordinate relationship, the

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substantive relationship shall be considered in addition to legal form.

5. Responsible Units:

Accounting Unit: Responsible for establishing and maintaining a list of related parties and affiliated enterprises and handling related-party transaction accounting procedures.

Relevant Departments: Departments engaging in transactions with related parties or affiliated enterprises shall handle transactions in accordance with established procedures.

6. Operational Guidelines:

The Company shall establish an effective internal control system for transactions with related parties (including affiliated enterprises) based on overall business operations and periodically review the system to ensure its continuous effectiveness in response to internal and external environmental changes.

The Company shall require subsidiaries to establish effective internal control systems based on the regulations of the host country and the actual nature of operations. If a related party is a non-public company, the Company shall consider the extent of its impact on the Company’s financial and business operations and require it to establish an effective internal control system, financial management, business, and accounting management system.

The Company shall supervise the management of affiliated enterprises by implementing the Company’s internal control system and addressing the following matters:

The Company shall acquire an appropriate number of director and supervisor seats in affiliated enterprises according to its shareholding ratio. The Company’s appointed directors to affiliated enterprises shall attend board meetings regularly to oversee operations, including corporate objectives and strategies, financial status, business performance, cash flow, major contracts, and shall investigate and report any irregularities to the Chairman or CEO (or equivalent personnel) of the Company.

The Company’s appointed supervisors to affiliated enterprises shall monitor business execution, investigate financial and operational conditions,

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review books and audit reports, and require reports from the board of directors or managers. Any irregularities shall be recorded and reported to the Chairman or CEO (or equivalent personnel) of the Company.

The Company shall assign qualified personnel to key management positions in affiliated enterprises, such as general manager, financial officer, accounting officer, or internal audit officer, to obtain management, decision-making, and supervisory responsibilities.

The Company shall guide subsidiaries in establishing internal audit units and procedures for self-assessment of internal controls based on their business nature, scale, and employee count.

Internal auditors of the Company shall review audit reports submitted by subsidiaries and conduct regular or ad-hoc audits of subsidiaries. Findings and recommendations shall be reported to the Company, and follow-up reports shall ensure timely corrective actions.

Subsidiaries shall submit monthly financial reports, including balance sheets, income statements, detailed expense reports, cash flow statements, accounts receivable aging analysis, overdue accounts details, inventory aging reports, and fund lending and endorsement guarantees reports. Any abnormalities shall be accompanied by an analysis report for control purposes. Other affiliated enterprises shall provide quarterly financial reports, including balance sheets and income statements, for analysis and review.

Unless otherwise stipulated by law, the Company's managers shall not hold concurrent positions in affiliated enterprises and shall not engage in or operate businesses similar to the Company’s, except as resolved by the Board of Directors. Personnel management responsibilities between the Company and affiliated enterprises shall be clearly defined to avoid personnel interchange, except where necessary for support or transfer, in which case responsibilities, cost-sharing, and job scope shall be pre-defined.

The Company shall establish an effective financial and business communication system with affiliated enterprises and periodically assess the overall risk of major banks, key customers, and suppliers to mitigate credit risks. The Company shall closely monitor significant financial and business matters of related enterprises to implement risk control.

The Company’s fund lending or endorsements and guarantees with

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related parties shall be prudently evaluated and comply with the "Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies" of the Republic of China and the Company's internal procedures.

Business transactions with related parties shall have clear pricing terms and payment methods. The purpose, price, conditions, and procedures of the transactions shall not significantly deviate from normal transactions with non-related parties. Procurement of finished products, semi-finished products, and raw materials from related parties should be based on market prices and evaluated for reasonableness. Sales of finished products, semi-finished products, and raw materials to related parties should reference current market prices, ensuring fair pricing unless justified by special conditions. Service or technical transactions shall be conducted under signed agreements specifying service content, fees, duration, payment terms, and after-sales service, subject to CEO or Chairman approval.

Transactions involving asset transfers, derivatives trading, mergers, splits, acquisitions, or share transfers with related parties shall comply with the "Regulations Governing the Acquisition and Disposal of Assets by Public Companies" of the Republic of China and the Company's internal procedures. Transactions requiring Board approval shall consider the opinions of independent directors, with dissenting opinions and reasons recorded. Directors with conflicts of interest shall abstain from discussions and voting. Directors' spouses, second-degree relatives, or companies under their control shall be deemed to have conflicts of interest.

The Company shall comply with disclosure and reporting obligations within statutory deadlines, arranging for subsidiaries to provide necessary financial and business information for external audits or internal assessments. Significant transactions shall be disclosed in annual reports, financial statements, and public prospectuses. If a related party experiences financial difficulties, the Company shall assess its impact and implement protective measures as necessary. Major financial issues shall be promptly disclosed on the Market Observation Post System.

The Company shall disclose and report major events related to its affiliated enterprises, including asset acquisitions, loaning of funds,

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endorsements, guarantees, bankruptcy or restructuring, and significant decisions affecting shareholder rights or stock prices. Foreign parent companies shall report significant shareholding changes, policy shifts, disasters affecting production, regulatory changes, and media reports impacting stock prices promptly.

7. Penalties:

Managers and relevant personnel violating these guidelines shall be subject to the Company's personnel regulations.

8. Implementation and Amendments:

These guidelines shall take effect upon Board approval. Any amendments shall follow the same procedure.

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[Attachment 4]

INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

To the Board of Directors and Shareholders of Ubiqconn Technology, Inc.

Opinion

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

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

Basis for opinion

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

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Key audit matters

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

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

Assessment of purchase price allocation in acquisition transactions

Description

The Company’s subsidiary, Ubiqconn Technology Holding Inc., acquired E3 Displays, LLC in July 2025, and the transaction was based on acquisition method. Refer to Note 4(30) for the relevant accounting policies and Note 6(25) for details of acquisition transactions.

The purchase price allocation for this acquisition was based on an independent external expert report engaged by the management. Given that the purchase price allocation involves significant management judgment and that the assets (including goodwill and intangible assets) and liabilities arising from the acquisition have a material effect on the financial statements, we identified this acquisition as one of the key audit matters for the year.

How our audit addressed the matter

Our audit procedures performed in the Company and its subsidiaries (recognized as investments accounted for using equity method) for the above matter are as follows:

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  1. Evaluated the qualifications and objectivity of external experts engaged by the management.

  2. Reviewed the valuation methodologies, key assumptions, and data used by external experts. We performed the audit procedures with the assistance of our internal valuation expert as follows:

  3. A. Reviewed the valuation methodologies and calculation methods applied by the external valuation experts.

  4. B. Compared the assumptions used for projected revenue growth rates and gross profit margins with historical results, economic conditions, and industry forecasts.

  5. C. Assessed the reasonableness of discount rates applied by comparing them with market benchmarks for similar assets.

  6. Reviewed accounting treatment and disclosure and presentation for this acquisition transaction.

Existence of revenue from customers

Description

Refer to Note 4(27) for accounting policies on revenue recognition, and Note 6(15) for details of operating revenue.

The Company is primarily engaged in the manufacture and sales of industrial computers and in-vehicle products, etc. The industrial computer business is easily affected by the project life cycle of products and needs to focus on accepting orders of new projects. As a result, we identified the existence of revenue from customers as one of the key audit matters.

How our audit addressed the matter

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Our audit procedures performed in the Company and its subsidiaries (recognized as investments accounted for using equity method) for the above matter are as follows:

  1. Assessed and tested whether the internal control procedures of sales transactions are in accordance with the Company’s internal control policies.

  2. Selected samples of sales transactions and obtained and verified the related vouchers of such sales from customers of selected samples.

Evaluation of inventories

Description

Refer to Note 4(11) for accounting policies on inventory valuation, Note 5(2) for uncertainty of accounting estimates and assumptions in relation to inventory valuation, and Note 6(5) for details of inventory valuation.

The Company is primarily engaged in the manufacture and sales of computers and in-vehicle products, etc. Given the long product life cycle of industrial computer products, some products or spare parts have long inventory period due to long-term supply and maintenance needs of customers. The order adjustments of customers or lower-than-expected market conditions may lead to fluctuations in product prices or low inventory correction, which may result in a higher risk of decrease in market value or obsolescence. As the Company is primarily engaged in the sales of industrial computers, its amounts of inventories are material and the types of inventories vary. Management evaluates inventories stated at the lower of cost and net realizable value. Since the evaluation of inventories is subject to management’s judgment and the accounting estimations will have significant influence on the inventory values, the evaluation of inventories has been identified as one of the key audit matters.

How our audit addressed the matter

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We performed the following audit procedures in respect of the above key audit matter:

  1. Assessed the policy of allowance for inventory valuation loss, based on our understanding of the operations and industry of the Company.

  2. Inspected the management’s individually identified out-of-date inventory list and checked the related supporting documents.

  3. Tested the basis of market value used in calculating the net realizable value of each inventory and validated the accuracy of calculation of selected samples.

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

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

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

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

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

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

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

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

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

  3. Evaluate the appropriateness of accounting policies used and the

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reasonableness of accounting estimates and related disclosures made by management.

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

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

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

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

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably

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be thought to bear on our independence, and where applicable, related safeguards.

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

Chang, Shu-Chiung Lin, Po-Chuan

For and on Behalf of PricewaterhouseCoopers, Taiwan March 16, 2026

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

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

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UBIQCONN TECHNOLOGY, INC.

PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2025 AND 2024

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
December 31,2025
December 31,2024
Assets
Notes
AMOUNT
%
AMOUNT
%
Current assets
1100
Cash and cash equivalents
6(1)
$ 802,517
32
$ 470,628
17
1110
Current financial assets at fair value
through profit or loss
6(2)
318,201
13
-
-
1136
Current financial assets at amortised
cost
6(3) and 8
21,092
1
898,225
33
1140
Current contract assets
6(15)
7,888
-
8,858
-
1170
Accounts receivable, net
6(4)
122,103
5
237,555
9
1180
Accounts receivable due from related
parties, net
7
37,840
1
33,399
1
1200
Other receivables
9,785
-
19,756
1
1210
Other receivables due from related
parties
7
223
-
175
-
1220
Current tax assets
2,123
-
-
-
130X
Current inventories
6(5)
629,558
25
711,915
26
1410
Prepayments
17,454
1
9,249
1
11XX
Total current assets
1,968,784
78
2,389,760
88
Non-current assets
1535
Non-current financial assets at
amortised cost
6(3) and 8
-
-
10,000
-
1550
Investments accounted for using
equity method
6(6) and 7
384,976
15
109,565
4
1600
Property, plant and equipment
6(7) and 7
55,186
2
52,419
2
1755
Right-of-use assets
6(8)
50,637
2
81,332
3
1780
Intangible assets
13,103
1
15,949
1
1840
Deferred tax assets
6(21)
50,703
2
46,840
2
1920
Guarantee deposits paid
7
12,752
-
11,937
-
1990
Other non-current assets
3,497
-
5,601
-
15XX
Total non-current assets
570,854
22
333,643
12
1XXX
Total assets
$ 2,539,638
100
$ 2,723,403
100
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
December 31,2025
December 31,2024
Assets
Notes
AMOUNT
%
AMOUNT
%
Current assets
1100
Cash and cash equivalents
6(1)
$ 802,517
32
$ 470,628
17
1110
Current financial assets at fair value
through profit or loss
6(2)
318,201
13
-
-
1136
Current financial assets at amortised
cost
6(3) and 8
21,092
1
898,225
33
1140
Current contract assets
6(15)
7,888
-
8,858
-
1170
Accounts receivable, net
6(4)
122,103
5
237,555
9
1180
Accounts receivable due from related
parties, net
7
37,840
1
33,399
1
1200
Other receivables
9,785
-
19,756
1
1210
Other receivables due from related
parties
7
223
-
175
-
1220
Current tax assets
2,123
-
-
-
130X
Current inventories
6(5)
629,558
25
711,915
26
1410
Prepayments
17,454
1
9,249
1
11XX
Total current assets
1,968,784
78
2,389,760
88
Non-current assets
1535
Non-current financial assets at
amortised cost
6(3) and 8
-
-
10,000
-
1550
Investments accounted for using
equity method
6(6) and 7
384,976
15
109,565
4
1600
Property, plant and equipment
6(7) and 7
55,186
2
52,419
2
1755
Right-of-use assets
6(8)
50,637
2
81,332
3
1780
Intangible assets
13,103
1
15,949
1
1840
Deferred tax assets
6(21)
50,703
2
46,840
2
1920
Guarantee deposits paid
7
12,752
-
11,937
-
1990
Other non-current assets
3,497
-
5,601
-
15XX
Total non-current assets
570,854
22
333,643
12
1XXX
Total assets
$ 2,539,638
100
$ 2,723,403
100
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
December 31,2025
December 31,2024
Assets
Notes
AMOUNT
%
AMOUNT
%
Current assets
1100
Cash and cash equivalents
6(1)
$ 802,517
32
$ 470,628
17
1110
Current financial assets at fair value
through profit or loss
6(2)
318,201
13
-
-
1136
Current financial assets at amortised
cost
6(3) and 8
21,092
1
898,225
33
1140
Current contract assets
6(15)
7,888
-
8,858
-
1170
Accounts receivable, net
6(4)
122,103
5
237,555
9
1180
Accounts receivable due from related
parties, net
7
37,840
1
33,399
1
1200
Other receivables
9,785
-
19,756
1
1210
Other receivables due from related
parties
7
223
-
175
-
1220
Current tax assets
2,123
-
-
-
130X
Current inventories
6(5)
629,558
25
711,915
26
1410
Prepayments
17,454
1
9,249
1
11XX
Total current assets
1,968,784
78
2,389,760
88
Non-current assets
1535
Non-current financial assets at
amortised cost
6(3) and 8
-
-
10,000
-
1550
Investments accounted for using
equity method
6(6) and 7
384,976
15
109,565
4
1600
Property, plant and equipment
6(7) and 7
55,186
2
52,419
2
1755
Right-of-use assets
6(8)
50,637
2
81,332
3
1780
Intangible assets
13,103
1
15,949
1
1840
Deferred tax assets
6(21)
50,703
2
46,840
2
1920
Guarantee deposits paid
7
12,752
-
11,937
-
1990
Other non-current assets
3,497
-
5,601
-
15XX
Total non-current assets
570,854
22
333,643
12
1XXX
Total assets
$ 2,539,638
100
$ 2,723,403
100
AMOUNT
$ 470,628
-
898,225
8,858
237,555
33,399
19,756
175
-
711,915
9,249
2,389,760
10,000
109,565
52,419
81,332
15,949
46,840
11,937
5,601
333,643
$ 2,723,403
%
Current assets
1100
Cash and cash equivalents
1110
Current financial assets at fair value
through profit or loss
1136
Current financial assets at amortised
cost
1140
Current contract assets
1170
Accounts receivable, net
1180
Accounts receivable due from related
parties, net
1200
Other receivables
1210
Other receivables due from related
parties
1220
Current tax assets
130X
Current inventories
1410
Prepayments
11XX
Total current assets
Non-current assets
1535
Non-current financial assets at
amortised cost
1550
Investments accounted for using
equity method
1600
Property, plant and equipment
1755
Right-of-use assets
1780
Intangible assets
1840
Deferred tax assets
1920
Guarantee deposits paid
1990
Other non-current assets
15XX
Total non-current assets
1XXX
Total assets
17
-
33
-
9
1
1
-
-
26
1
88
-
4
2
3
1
2
-
-
12
100

(Continued)

25

UBIQCONN TECHNOLOGY, INC. PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2025 AND 2024

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
Liabilities and Equity Notes
6(15)
7
6(9)
7
6(8) and 7
6(21)
6(8) and 7
7
6(12)
6(13)
6(14)
December 31,2025
%
2
11
-
4
1
-
-
1
-
19
-
-
1
-
1
20
34
43
1
1
1
80
100
December 31,2024
%
AMOUNT
$ 41,457
268,102
1,669
105,877
11,151
-
10,108
36,321
1,682
476,367
1,394
73
16,988
6,905
25,360
501,727
860,000
1,106,618
34,504
14,496
22,293
2,037,911
$ 2,539,638
AMOUNT
$ 97,472
254,442
-
115,994
16,690
10,665
7,240
37,906
1,896
542,305
2,770
647
47,889
6,360
57,666
599,971
860,000
1,106,618
34,504
119,889
2,421
2,123,432
$ 2,723,403
Current liabilities
2130
Current contract liabilities
2170
Accounts payable
2180
Accounts payable to related parties
2200
Other payables
2220
Other payables to related parties
2230
Current tax liabilities
2250
Current provisions
2280
Current lease liabilities
2300
Other current liabilities
21XX
Total current liabilities
Non-current liabilities
2550
Non-current provisions
2570
Deferred tax liabilities
2580
Non-current lease liabilities
2600
Other non-current liabilities
25XX
Total non-current liabilities
2XXX
Total liabilities
Equity
Share capital
3110
Common stock
Capital surplus
3200
Capital surplus
Retained earnings
3310
Legal reserve
3350
Unappropriated retained earnings
Other equity interest
3400
Other equity interest
3XXX
Total equity
3X2X
Total liabilities and equity
4
9
-
4
1
1
-
1
-
20
-
-
2
-
2
22
32
41
1
4
-
78
100

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

26

UBIQCONN TECHNOLOGY, INC.

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

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

Items Notes
6(15) and 7
6(5)(20) and 7


6(20) and 7



12(2)


6(16)
6(17)
6(18)
6(19) and 7

6(6)



6(21)




6(22)
Year ended December 31 Year ended December 31
2025 2024
4000
Operating income
5000
Operating costs
5900
Net operating margin
5910
Unrealized profit from sales
5920
Realized (loss) profit from sales
5950
Gross profit from operations
Operating expenses
6100
Selling expenses
6200
Administrative expenses
6300
Research and development
expenses
6450
Expected credit impairment gain
6000
Total operating expenses
6900
Operating (loss) profit
Non-operating income and expenses
7100
Interest income
7010
Other income
7020
Other gains and losses
7050
Finance costs
7070
Share of loss of subsidiaries,
associates and joint ventures
accounted for under equity method
7000
Total non-operating income and
expenses
7900
Profit (loss) before income tax
7950
Tax benefit (expense)
8200
Profit (loss) for the year
Other comprehensive income
Components of other comprehensive
income that will not be reclassified to
profit or loss
8311
Income (loss) on remeasurements of
defined benefit plans
8310
Other comprehensive (loss) income
that will not be reclassified to profit
or loss
Components of other comprehensive
income that will be reclassified to
profit or loss
8361
Financial statements translation
differences of foreign operation
8360
Other comprehensive income that
will be reclassified to profit or loss
8300
Other comprehensive income
8500
Total comprehensive loss
Earnings (loss) per share (in dollars)
9750
Basic earnings (loss) per share

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

27

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

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

Year ended December 31, 2024
Balance at January 1, 2024
Loss for the year
Other comprehensive income
Total comprehensive loss
Appropriations of 2023 earnings:
Legal reserve
Cash dividends
Issue of shares
Cost of Employee Subscription Retention in Cash Capital Increase
Balance at December 31, 2024
Year ended December 31, 2025
Balance at January 1, 2025
Loss for the year
Other comprehensive income
Total comprehensive income
Appropriations of 2024 earnings:
Cash dividends
Balance at December 31, 2025
Notes Ordinaryshare Capital surplus Retained Earnings Retained Earnings Exchange
differences on
translation of
foreign financial
statements
Exchange
differences on
translation of
foreign financial
statements
Total equity
Legal reserve Unappropriated
retained
earnings
(accumulated
deficit)
6(14)
6(12)
6(11)
6(14)
$ 750,000
-
-
-
-
-
110,000
-
$ 860,000
$ 860,000
-
-
-
-
$ 860,000



$ 318,681
-
-
-
-
-
761,463
26,474
$ 1,106,618
$ 1,106,618
-
-
-
-
$ 1,106,618
$ 8,719
-
-
-
25,785
-
-
-
$ 34,504
$ 34,504
-
-
-
-
$ 34,504
$ 298,819
(
67,157 )
12
(
67,145 )
(
25,785 )
(
86,000 )
-
-
$ 119,889
$ 119,889
(
62,366 )
(
27 )
(
62,393 )
(
43,000 )
$ 14,496











$ 1,679
-
742
742
-
-
-
-
$ 2,421
$ 2,421
-
19,872
19,872
-
$ 22,293
$ 1,377,898
(
67,157 )
754
(
66,403 )
-
(
86,000 )
871,463
26,474
$ 2,123,432
$ 2,123,432
(
62,366 )
19,845
(
42,521 )
(
43,000 )
$ 2,037,911

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

28

UBIQCONN TECHNOLOGY, INC.

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

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
CASH FLOWS FROM OPERATING ACTIVITIES
Loss before tax
Adjustments
Adjustments to reconcile profit (loss)
Depreciation

Amortization

Expected credit impairment gain

Net gain on current financial assets designated at fair
value through profit or loss

Interest expense

Interest income

Dividend income

Share-based payments

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

Loss on disposal of property, plan and equipment

Property, plant and equipment transferred to expenses
Gain on lease modification

Unrealized profit or (loss) from sales
Gains on write-off of past due payable

Changes in operating assets and liabilities
Changes in operating assets
Financial assets and liabilities at fair value through
profit or loss
Contract assets
Accounts receivable
Accounts receivable-related parties
Other receivables
Other receivables-related parties
Inventories
Prepayments
Changes in operating liabilities
Contract liabilities
Notes
(
6(20)
6(20)
12(2)
(
6(18)
(
6(19)
6(16)
(
6(17)
(
6(11)
6(6)
6(18)

6(8)(18)
(
6(17)
(
(
(
(
(
Year ended December 31
2025
2024
$ 76,297 ) ( $ 89,793 )
59,183
57,575
6,206
5,621

751 ) (
4,100 )

5,048 )
-
1,809
2,456

18,326 ) (
17,387 )

436 )
-
-
26,474
56,895
12,060
8
4
22
115
- (
85 )

56 ) (
353 )

223 )
-
2,515
-
970 (
3,371 )
116,203
87,047

4,441 )
6,618
9,529 (
3,848 )

47 ) (
1 )
82,357
81,144

11,702 ) (
2,562 )

56,015 )
49,419

(Continued)

29

UBIQCONN TECHNOLOGY, INC.

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

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
Accounts payable
Accounts payable-related parties
Other payables
Other payables-related parties
Provisions
Other current liabilities
Other non-current liabilities
Cash inflow generated from operations
Interest received
Interest paid
Income taxes paid
Net cash flows from operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of financial assets at fair value through
profit or loss
Acquisition of financial assets at amortised cost
Proceeds from disposal of financial assets at
amortised cost
Acquisition of investments accounted for using equity
method

Acquisition of property, plant and equipment

Proceeds from disposal of property, plant and
equipment
Acquisition of intangible assets
Decrease (increase) in refundable deposits
Decrease (increase) in other non-current assets
Dividends received
Net cash flows from (used in) investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of lease principal

Increase in short-term borrowings

Decrease in short-term borrowings

Cash dividends paid
Year ended December 31
2025
2024
13,883 (
122,698 )
1,669
-

10,774 ) (
23,500 )

5,539 ) (
1,081 )
1,492
961

214 ) (
4,332 )
519 (
692 )
163,391
55,691
18,767
16,656

1,809 ) (
2,456 )

3,295 ) (
33,552 )
177,054
36,339
$ 315,668 )$ -

82 ) (
876,123 )
887,215
-

312,379 ) (
17,422 )

24,165 ) (
24,120 )
10
21

3,956 ) (
4,617 )

815 )
2,151
5,601
6,608
436
-
236,197 (
913,502 )

38,362 ) (
35,829 )
38,583
33,721

38,583 ) (
33,721 )

43,000 ) (
86,000 )
Notes
(
(
(
(
(
(
(
6(6) and 7
(
6(23)
(
(
(
6(24)
(
6(24)
6(24)
(
6(14)
(

30

UBIQCONN TECHNOLOGY, INC. PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2025 AND 2024

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
Proceeds from issuance of shares

Net cash flows (used in) from financing activities
Net increase (decrease) in cash and cash
equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Year ended December 31
2025
2024
-
871,463

81,362 )
749,634
331,889 (
127,529 )
470,628
598,157
$ 802,517$ 470,628
Notes
6(12)
(

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

31

INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

To the Board of Directors and Shareholders of Ubiqconn Technology, Inc.

Opinion

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

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

Basis for opinion

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

32

Key audit matters

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

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

Assess the reasonableness of purchase price allocation in acquisition transactions

Description

The Group acquired E3 Displays, LLC in July 2025, and the transaction was based on acquisition method. Refer to Note 4(30) for the relevant accounting policies, and Note 6(25) for details of acquisition transactions.

The purchase price allocation for this acquisition was based on an independent external expert report engaged by the management. Given that the purchase price allocation involves significant management judgment and that the assets (including goodwill and intangible assets) and liabilities arising from the acquisition have a material effect on the financial statements, we identified this acquisition as one of the key audit matters for the year.

How our audit addressed the matter

We performed the following audit procedures in respect of the above key audit matter:

  1. Evaluated the qualifications and objectivity of external experts engaged by the management.

  2. Reviewed the valuation methodologies, key assumptions, and data used by

33

external experts. We performed the audit procedures with the assistance of our internal valuation expert as follows:

  • (1) Reviewed the valuation methodologies and calculation methods applied by the external valuation experts.

  • (2) Compared the assumptions used for projected revenue growth rates and gross profit margins with historical results, economic conditions, and industry forecasts.

  • (3) Assessed the reasonableness of discount rates applied by comparing them with market benchmarks for similar assets.

  • Reviewed the accounting treatment and disclosure and presentation in financial statement.

Existence of revenue from customers

Description

Refer to Note 4(28) for accounting policies on revenue recognition, and Note 6(15) for details of operating revenue.

The Group is primarily engaged in the manufacture and sales of industrial computers and in-vehicle products, etc. The industrial computer business is easily affected by the project life cycle of products and needs to focus on accepting orders of new projects. As a result, we identified the existence of revenue from customers as one of the key audit matters.

How our audit addressed the matter

We performed the following audit procedures in respect of the above key audit matter:

  1. Assessed and tested whether the internal control procedures of sales

34

transactions are in accordance with the Group’s internal control policies.

  1. Selected samples of sales transactions, and obtained and verified the related vouchers of such sales from customers.

Evaluation of inventories

Description

Refer to Note 4(12) for accounting policies on inventory valuation, Note 5(2) for uncertainty of accounting estimates and assumptions in relation to inventory valuation, and Note 6(5) for details of inventory valuation.

The Group is primarily engaged in the manufacture and sales of industrial computers and in-vehicle products, etc. Given the long product life cycle of industrial computer products, some products or spare parts have long inventory period due to long-term supply and maintenance needs of customers. The order adjustments of customers or lower-than-expected market conditions may lead to fluctuations in product prices or low inventory correction, which may result in a higher risk of decrease in market value or obsolescence. As the Group is primarily engaged in the sales of industrial computers, its amounts of inventories are material and the types of inventories vary. Management evaluates inventories stated at the lower of cost and net realizable value. Since the evaluation of inventories is subject to management’s judgment and the accounting estimations will have significant influence on the inventory values, the evaluation of inventories has been identified as one of the key audit matters.

How our audit addressed the matter

We performed the following audit procedures in respect of the above key audit matter:

  1. Assessed the policy of allowance for inventory valuation loss, based on our understanding of the operations and industry of the Group.

35

  1. Inspected the management’s individually identified out-of-date inventory list and checked the related supporting documents.

  2. Tested the basis of market value used in calculating the net realizable value of each inventory and validated the accuracy of calculation of selected samples.

Other matter – Parent company only financial reports

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

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

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

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

36

Auditors’ responsibilities for the audit of the consolidated financial statements

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

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

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

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

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

37

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

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

  3. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

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

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

From the matters communicated with those charged with governance, we

38

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

Chang, Shu-Chiung

Lin, Po-Chuan

For and on Behalf of PricewaterhouseCoopers, Taiwan

March 16, 2026

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

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

39

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

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
Assets Notes
6(1)
6(2)
6(3) and 8
6(15)
6(4)
7
6(5)
6(3) and 8
6(6) and 7
6(7)
6(8)
6(21)
7
December 31,2025
AMOUNT
%
$ 986,714
37
318,201
12
36,840
2
7,888
-
184,865
7
1,005
-
22,714
1
4,466
-
657,150
25
29,952
1
2,249,795
85
-
-
64,688
2
80,200
3
187,170
7
50,703
2
13,345
1
3,497
-
399,603
15
$ 2,649,398
100
December 31,2024 December 31,2024
AMOUNT
$ 986,714
318,201
36,840
7,888
184,865
1,005
22,714
4,466
657,150
29,952
2,249,795
-
64,688
80,200
187,170
50,703
13,345
3,497
399,603
$ 2,649,398
AMOUNT
$ 599,227
-
898,225
8,858
256,779
453
19,793
326
713,957
14,171
2,511,789
10,000
52,571
83,014
15,949
46,840
12,203
5,601
226,178
$ 2,737,967
%
Current assets
1100
Cash and cash equivalents
1110
Current financial assets at fair value
through profit or loss
1136
Current financial assets at amortised
cost
1140
Current contract assets
1170
Accounts receivable, net
1180
Accounts receivable - related parties
1200
Other receivables
1220
Current tax assets
130X
Inventory
1410
Prepayments
11XX
Total current assets
Non-current assets
1535
Non-current financial assets at
amortised cost
1600
Property, plant and equipment
1755
Right-of-use assets
1780
Intangible assets
1840
Deferred tax assets
1920
Guarantee deposits paid
1990
Other non-current assets
15XX
Total non-current assets
1XXX
Total assets
22
-
33
-
9
-
1
-
26
1
92
-
2
3
1
2
-
-
8
100

(Continued)

40

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

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
December 31,2025
December 31,2024
Liabilities and Equity
Notes
AMOUNT
%
AMOUNT
%
Current liabilities
2130
Current contract liabilities
6(15)
$ 52,473
2
$ 100,218
4
2170
Accounts payable
289,456
11
254,442
9
2200
Other payables
6(9)
122,444
4
125,946
5
2220
Other payables - related parties
7
16,426
1
16,709
1
2230
Current income tax liabilities
-
-
10,665
-
2250
Current provisions
10,503
-
7,240
-
2280
Current lease liabilities
6(7) and 7
45,676
2
38,822
1
2399
Other current liabilities
1,828
-
1,967
-
21XX
Total current liabilities
538,806
20
556,009
20
Non-current liabilities
2550
Non-current provisions
1,394
-
2,770
-
2570
Deferred tax liabilities
6(21)
24,417
1
647
-
2580
Non-current lease liabilities
6(6) and 7
39,965
2
48,749
2
2600
Other non-current liabilities
7
6,905
-
6,360
-
25XX
Total non-current liabilities
72,681
3
58,526
2
2XXX
Total liabilities
611,487
23
614,535
22
Equity
Equity attributable to owners of parent
Share capital
6(12)
3110
Common stock
860,000
33
860,000
32
Capital surplus
6(13)
3200
Capital surplus
1,106,618
41
1,106,618
41
Retained earnings
6(14)
3310
Legal reserve
34,504
1
34,504
1
3350
Unappropriated retained earnings
14,496
1
119,889
4
Other equity interest
3400
Other equity interest
22,293
1
2,421
-
31XX
Equity attributable to owners of
the parent
2,037,911
77
2,123,432
78
3XXX
Total equity
2,037,911
77
2,123,432
78
3X2X
Total liabilities and equity
$ 2,649,398
100
$ 2,737,967
100
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
December 31,2025
December 31,2024
Liabilities and Equity
Notes
AMOUNT
%
AMOUNT
%
Current liabilities
2130
Current contract liabilities
6(15)
$ 52,473
2
$ 100,218
4
2170
Accounts payable
289,456
11
254,442
9
2200
Other payables
6(9)
122,444
4
125,946
5
2220
Other payables - related parties
7
16,426
1
16,709
1
2230
Current income tax liabilities
-
-
10,665
-
2250
Current provisions
10,503
-
7,240
-
2280
Current lease liabilities
6(7) and 7
45,676
2
38,822
1
2399
Other current liabilities
1,828
-
1,967
-
21XX
Total current liabilities
538,806
20
556,009
20
Non-current liabilities
2550
Non-current provisions
1,394
-
2,770
-
2570
Deferred tax liabilities
6(21)
24,417
1
647
-
2580
Non-current lease liabilities
6(6) and 7
39,965
2
48,749
2
2600
Other non-current liabilities
7
6,905
-
6,360
-
25XX
Total non-current liabilities
72,681
3
58,526
2
2XXX
Total liabilities
611,487
23
614,535
22
Equity
Equity attributable to owners of parent
Share capital
6(12)
3110
Common stock
860,000
33
860,000
32
Capital surplus
6(13)
3200
Capital surplus
1,106,618
41
1,106,618
41
Retained earnings
6(14)
3310
Legal reserve
34,504
1
34,504
1
3350
Unappropriated retained earnings
14,496
1
119,889
4
Other equity interest
3400
Other equity interest
22,293
1
2,421
-
31XX
Equity attributable to owners of
the parent
2,037,911
77
2,123,432
78
3XXX
Total equity
2,037,911
77
2,123,432
78
3X2X
Total liabilities and equity
$ 2,649,398
100
$ 2,737,967
100
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
December 31,2025
December 31,2024
Liabilities and Equity
Notes
AMOUNT
%
AMOUNT
%
Current liabilities
2130
Current contract liabilities
6(15)
$ 52,473
2
$ 100,218
4
2170
Accounts payable
289,456
11
254,442
9
2200
Other payables
6(9)
122,444
4
125,946
5
2220
Other payables - related parties
7
16,426
1
16,709
1
2230
Current income tax liabilities
-
-
10,665
-
2250
Current provisions
10,503
-
7,240
-
2280
Current lease liabilities
6(7) and 7
45,676
2
38,822
1
2399
Other current liabilities
1,828
-
1,967
-
21XX
Total current liabilities
538,806
20
556,009
20
Non-current liabilities
2550
Non-current provisions
1,394
-
2,770
-
2570
Deferred tax liabilities
6(21)
24,417
1
647
-
2580
Non-current lease liabilities
6(6) and 7
39,965
2
48,749
2
2600
Other non-current liabilities
7
6,905
-
6,360
-
25XX
Total non-current liabilities
72,681
3
58,526
2
2XXX
Total liabilities
611,487
23
614,535
22
Equity
Equity attributable to owners of parent
Share capital
6(12)
3110
Common stock
860,000
33
860,000
32
Capital surplus
6(13)
3200
Capital surplus
1,106,618
41
1,106,618
41
Retained earnings
6(14)
3310
Legal reserve
34,504
1
34,504
1
3350
Unappropriated retained earnings
14,496
1
119,889
4
Other equity interest
3400
Other equity interest
22,293
1
2,421
-
31XX
Equity attributable to owners of
the parent
2,037,911
77
2,123,432
78
3XXX
Total equity
2,037,911
77
2,123,432
78
3X2X
Total liabilities and equity
$ 2,649,398
100
$ 2,737,967
100
AMOUNT
$ 100,218
254,442
125,946
16,709
10,665
7,240
38,822
1,967
556,009
2,770
647
48,749
6,360
58,526
614,535
860,000
1,106,618
34,504
119,889
2,421
2,123,432
2,123,432
$ 2,737,967
%
Current liabilities
2130
Current contract liabilities
2170
Accounts payable
2200
Other payables
2220
Other payables - related parties
2230
Current income tax liabilities
2250
Current provisions
2280
Current lease liabilities
2399
Other current liabilities
21XX
Total current liabilities
Non-current liabilities
2550
Non-current provisions
2570
Deferred tax liabilities
2580
Non-current lease liabilities
2600
Other non-current liabilities
25XX
Total non-current liabilities
2XXX
Total liabilities
Equity
Equity attributable to owners of parent
Share capital
3110
Common stock
Capital surplus
3200
Capital surplus
Retained earnings
3310
Legal reserve
3350
Unappropriated retained earnings
Other equity interest
3400
Other equity interest
31XX
Equity attributable to owners of
the parent
3XXX
Total equity
3X2X
Total liabilities and equity
4
9
5
1
-
-
1
-
20
-
-
2
-
2
22
32
41
1
4
-
78
78
100

41

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

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
December 31,2025
December 31,2024
Liabilities and Equity
Notes
AMOUNT
%
AMOUNT
%
Current liabilities
2130
Current contract liabilities
6(15)
$ 52,473
2
$ 100,218
4
2170
Accounts payable
289,456
11
254,442
9
2200
Other payables
6(9)
122,444
4
125,946
5
2220
Other payables - related parties
7
16,426
1
16,709
1
2230
Current income tax liabilities
-
-
10,665
-
2250
Current provisions
10,503
-
7,240
-
2280
Current lease liabilities
6(7) and 7
45,676
2
38,822
1
2399
Other current liabilities
1,828
-
1,967
-
21XX
Total current liabilities
538,806
20
556,009
20
Non-current liabilities
2550
Non-current provisions
1,394
-
2,770
-
2570
Deferred tax liabilities
6(21)
24,417
1
647
-
2580
Non-current lease liabilities
6(6) and 7
39,965
2
48,749
2
2600
Other non-current liabilities
7
6,905
-
6,360
-
25XX
Total non-current liabilities
72,681
3
58,526
2
2XXX
Total liabilities
611,487
23
614,535
22
Equity
Equity attributable to owners of parent
Share capital
6(12)
3110
Common stock
860,000
33
860,000
32
Capital surplus
6(13)
3200
Capital surplus
1,106,618
41
1,106,618
41
Retained earnings
6(14)
3310
Legal reserve
34,504
1
34,504
1
3350
Unappropriated retained earnings
14,496
1
119,889
4
Other equity interest
3400
Other equity interest
22,293
1
2,421
-
31XX
Equity attributable to owners of
the parent
2,037,911
77
2,123,432
78
3XXX
Total equity
2,037,911
77
2,123,432
78
3X2X
Total liabilities and equity
$ 2,649,398
100
$ 2,737,967
100
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
December 31,2025
December 31,2024
Liabilities and Equity
Notes
AMOUNT
%
AMOUNT
%
Current liabilities
2130
Current contract liabilities
6(15)
$ 52,473
2
$ 100,218
4
2170
Accounts payable
289,456
11
254,442
9
2200
Other payables
6(9)
122,444
4
125,946
5
2220
Other payables - related parties
7
16,426
1
16,709
1
2230
Current income tax liabilities
-
-
10,665
-
2250
Current provisions
10,503
-
7,240
-
2280
Current lease liabilities
6(7) and 7
45,676
2
38,822
1
2399
Other current liabilities
1,828
-
1,967
-
21XX
Total current liabilities
538,806
20
556,009
20
Non-current liabilities
2550
Non-current provisions
1,394
-
2,770
-
2570
Deferred tax liabilities
6(21)
24,417
1
647
-
2580
Non-current lease liabilities
6(6) and 7
39,965
2
48,749
2
2600
Other non-current liabilities
7
6,905
-
6,360
-
25XX
Total non-current liabilities
72,681
3
58,526
2
2XXX
Total liabilities
611,487
23
614,535
22
Equity
Equity attributable to owners of parent
Share capital
6(12)
3110
Common stock
860,000
33
860,000
32
Capital surplus
6(13)
3200
Capital surplus
1,106,618
41
1,106,618
41
Retained earnings
6(14)
3310
Legal reserve
34,504
1
34,504
1
3350
Unappropriated retained earnings
14,496
1
119,889
4
Other equity interest
3400
Other equity interest
22,293
1
2,421
-
31XX
Equity attributable to owners of
the parent
2,037,911
77
2,123,432
78
3XXX
Total equity
2,037,911
77
2,123,432
78
3X2X
Total liabilities and equity
$ 2,649,398
100
$ 2,737,967
100
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
December 31,2025
December 31,2024
Liabilities and Equity
Notes
AMOUNT
%
AMOUNT
%
Current liabilities
2130
Current contract liabilities
6(15)
$ 52,473
2
$ 100,218
4
2170
Accounts payable
289,456
11
254,442
9
2200
Other payables
6(9)
122,444
4
125,946
5
2220
Other payables - related parties
7
16,426
1
16,709
1
2230
Current income tax liabilities
-
-
10,665
-
2250
Current provisions
10,503
-
7,240
-
2280
Current lease liabilities
6(7) and 7
45,676
2
38,822
1
2399
Other current liabilities
1,828
-
1,967
-
21XX
Total current liabilities
538,806
20
556,009
20
Non-current liabilities
2550
Non-current provisions
1,394
-
2,770
-
2570
Deferred tax liabilities
6(21)
24,417
1
647
-
2580
Non-current lease liabilities
6(6) and 7
39,965
2
48,749
2
2600
Other non-current liabilities
7
6,905
-
6,360
-
25XX
Total non-current liabilities
72,681
3
58,526
2
2XXX
Total liabilities
611,487
23
614,535
22
Equity
Equity attributable to owners of parent
Share capital
6(12)
3110
Common stock
860,000
33
860,000
32
Capital surplus
6(13)
3200
Capital surplus
1,106,618
41
1,106,618
41
Retained earnings
6(14)
3310
Legal reserve
34,504
1
34,504
1
3350
Unappropriated retained earnings
14,496
1
119,889
4
Other equity interest
3400
Other equity interest
22,293
1
2,421
-
31XX
Equity attributable to owners of
the parent
2,037,911
77
2,123,432
78
3XXX
Total equity
2,037,911
77
2,123,432
78
3X2X
Total liabilities and equity
$ 2,649,398
100
$ 2,737,967
100
AMOUNT
$ 100,218
254,442
125,946
16,709
10,665
7,240
38,822
1,967
556,009
2,770
647
48,749
6,360
58,526
614,535
860,000
1,106,618
34,504
119,889
2,421
2,123,432
2,123,432
$ 2,737,967
%
Current liabilities
2130
Current contract liabilities
2170
Accounts payable
2200
Other payables
2220
Other payables - related parties
2230
Current income tax liabilities
2250
Current provisions
2280
Current lease liabilities
2399
Other current liabilities
21XX
Total current liabilities
Non-current liabilities
2550
Non-current provisions
2570
Deferred tax liabilities
2580
Non-current lease liabilities
2600
Other non-current liabilities
25XX
Total non-current liabilities
2XXX
Total liabilities
Equity
Equity attributable to owners of parent
Share capital
3110
Common stock
Capital surplus
3200
Capital surplus
Retained earnings
3310
Legal reserve
3350
Unappropriated retained earnings
Other equity interest
3400
Other equity interest
31XX
Equity attributable to owners of
the parent
3XXX
Total equity
3X2X
Total liabilities and equity
4
9
5
1
-
-
1
-
20
-
-
2
-
2
22
32
41
1
4
-
78
78
100

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

42

UBIQCONN TECHNOLOGY, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2025 AND 2024

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

Items Notes
6(15) and 7
6(5)(20) and 7

6(20) and 7



12(2)



6(16)
6(17)
6(18)
6(19) and 7


6(21)






6(22)
Year ended December 31 Year ended December 31
2025 2024
4000
Operating income
5000
Operating costs
5900
Net operating margin
Operating expenses
6100
Selling expenses
6200
General and administrative expenses
6300
Research and development
expenses
6450
Expected credit impairment (loss)
gain
6000
Total operating expenses
6900
Operating (loss) profit
Non-operating income and expenses
7100
Interest income
7010
Other income
7020
Other gains and losses
7050
Finance costs
7000
Total non-operating income and
expenses
7900
Profit (loss) before income tax
7950
Tax benefit (expense) expense
8200
Profit (loss) for the year
Other comprehensive income (loss)
Components of other comprehensive
loss that will not be reclassified to
profit or loss
8311
Income (loss) on remeasurements of
defined benefit plans
8310
Other comprehensive (loss) income
that will not be reclassified to profit
or loss
Components of other comprehensive
income that will be reclassified to
profit or loss
8361
Financial statements translation
differences of foreign operations
8360
Other comprehensive income that
will be reclassified to profit or loss
8300
Other comprehensive income
8500
Total comprehensive (loss) income
Profit attributable to:
8610
Shareholders of parent
Comprehensive income attributable to:
8710
Shareholders of parent
Earnings (loss) per share (in dollars)
9750
Basic earnings (loss) per share

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

43

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

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

Year ended December 31, 2024
Balance at January 1, 2024
Loss for the year
Other comprehensive income
Total comprehensive income
Appropriations of 2023 earnings:
Legal reserve
Cash dividends
Issue of shares
Cost of Employee Subscription Retention in Cash Capital Increase
Balance at December 31, 2024
Year ended December 31, 2025
Balance at January 1, 2025
Loss for the year
Other comprehensive income
Total comprehensive income
Appropriations of 2024 earnings:
Cash dividends
Balance at December 31, 2025
Notes Equity attributable to owners of the parent Equity attributable to owners of the parent Equity attributable to owners of the parent Equity attributable to owners of the parent Total equity
Ordinary share Capital surplus Retained Earnings Exchange
differences on
translation of
foreign financial
statements
Legal reserve Unappropriated
retained
earnings
(accumulated
deficit)
6(14)
6(12)
6(11)
6(14)
$ 750,000
-
-
-
-
-
110,000
-
$ 860,000
$ 860,000
-
-
-
-
$ 860,000



$ 318,681
-
-
-
-
-
761,463
26,474
$ 1,106,618
$ 1,106,618
-
-
-
-
$ 1,106,618
$ 8,719
-
-
-
25,785
-
-
-
$ 34,504
$ 34,504
-
-
-
-
$ 34,504
$ 298,819
(
67,157 )
12
(
67,145 )
(
25,785 )
(
86,000 )
-
-
$ 119,889
$ 119,889
(
62,366 )
(
27 )
(
62,393 )
(
43,000 )
$ 14,496











$ 1,679
-
742
742
-
-
-
-
$ 2,421
$ 2,421
-
19,872
19,872
-
$ 22,293
$ 1,377,898
(
67,157 )
754
(
66,403 )
-
(
86,000 )
871,463
26,474
$ 2,123,432
$ 2,123,432
(
62,366 )
19,845
(
42,521 )
(
43,000 )
$ 2,037,911

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

44

UBIQCONN TECHNOLOGY, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2025 AND 2024

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

CASH FLOWS FROM OPERATING ACTIVITIES
Loss before tax
Adjustments
Adjustments to reconcile profit (loss)
Depreciation

Amortization

Net gain on financial assets or liabilities measured at
fair value through profit or loss

Expected credit impairment loss (gain)

Interest expense

Interest income

Dividend income

Share-based payments

Gain on write-off of past due payable

Loss on disposal of property, plan and equipment

Property, plant and equipment transferred to expenses
Gain on lease modification

Other item
Changes in operating assets and liabilities
Changes in operating assets
Financial assets and liabilities at fair value through
profit or loss
Contract assets
Accounts receivable
Accounts receivable-related parties
Other receivables
Inventories
Prepayments
Changes in operating liabilities
Contract liabilities
Accounts payable
Year ended December 31
Notes
2025
2024
( $ 77,711 ) ( $ 89,767 )
6(20)
65,755
58,518
6(20)
10,966
5,621
6(18)
(
5,048 )
-
12(2)
493 (
4,994 )
6(19)
2,678
2,509
6(16)
(
20,772 ) (
19,186 )
6(17)
(
436 )
-
6(11)
-
26,474
6(17)
(
223 )
-
6(18)
8
4
6(6)
22
115
6(7)(18)
- (
85 )
(
27 ) (
35 )
2,515
-
970 (
3,371 )
98,433
89,572
(
539 )
4,545
(
249 ) (
3,722 )
87,514
80,951
(
11,085 ) (
3,479 )
(
49,571 )
37,459
22,291 (
122,698 )

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

45

UBIQCONN TECHNOLOGY, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2025 AND 2024

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

Other payables
Other payables - related parties
Provisions
Other current liabilities
Other non-current liabilities
Cash inflow generated from operations
Interest received
Interest paid
Income taxes paid
Net cash flows from operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of financial assets at fair value through profit or
loss
Acquisition of financial assets at amortised cost
Proceeds from disposal of financial assets at amortised
cost
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Acquisition of subsidiaries (net of cash)
Acquisition of intangible assets
Decrease (increase) in refundable deposits
Decrease (increase) in other non-current assets
Dividends received
Net cash flows from (used in) investing activities
Year ended December 31
Notes
2025
2024
(
11,450 ) (
24,980 )
(
283 )
1,488
1,493
961
(
140 ) (
4,330 )
518 (
692 )
116,122
30,878
21,031
18,498
(
2,678 ) (
2,509 )
(
5,312 ) (
33,664 )
129,163
13,203

( $ 315,668 ) $ -
(
15,713 ) (
876,123)
887,215
-
6(23)
(
24,226 ) (
24,174)
10
21
6(25)
(
184,141 )
-
(
3,956 ) (
4,617)
(
815 )
2,151
5,601
6,608
436
-
348,743 (
896,134)

(Continued)

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

46

UBIQCONN TECHNOLOGY, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2025 AND 2024

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

CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of lease principal
Increase in short-term borrowings
Decrease in short-term borrowings
Cash dividends paid
Proceeds from issuance of shares
Net cash flows (used in) from financing activities
Effect of exchange rate changes on cash and cash
equivalents
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Notes
6(24)
(
(
6(14)
(
6(12)
(
Year ended December 31
2025
2024

43,210 ) (
36,628)
38,583
33,721

46,227 ) (
33,721)

43,000 ) (
86,000)
-
871,463

93,854 )
748,835
3,435
1,059
387,487 (
133,037)
599,227
732,264
$ 986,714 $ 599,227

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

47

[Attachment 5]

UBIQCONN TECHNOLOGY, INC.

2025 Earnings Distribution Table

2025 Earnings Distribution Table
NTD
Undistributed earnings at the beginning of the period
$76,888,514
Add:Defined benefit plan remeasurements recognized in
retained earnings
(27,199)
Less:Net loss for 2025
(62,364,980)
Less:10% of Surplus reserve
0
Distributable earnings
14,496,335
Distribution:
Shareholder dividends -Cash (NT$0 per share)
0
Undistributed earnings at the end of the period
$14,496,335
Chairman:CHIEN, MIN-TZ
Manger: HSIEH,YEN-PENG
Chief Accountant:YU, CHIA-RU
$76,888,514
(27,199)
(62,364,980)
0
14,496,335
0
$14,496,335

48

[Attachment 6]

UBIQCONN TECHNOLOGY, INC.

Comparison Table for the Articles of Incorporation Before and After Revision

Article After After After Before Before Before Revision
reason
2 Article 2: The scope of business
of the Company is as follows:
No. Code
Scope of Business
(English)
1
CC01010 Electric Power
Generation,
Transmission and
Distribution
Machinery
Manufacturing
2
CC01060 Wired
Communication
Equipment and
Apparatus
Manufacturing
3
CC01070 Wireless
Communication
Equipment and
Apparatus
Manufacturing
4
CC01080 Electronic
Components
Manufacturing
5
CC01110 Computers and
Computing
Peripheral
Equipment
Manufacturing
6
CC01120 Data Storage Media
Manufacturing and
Duplication
7
CE01010
General Instrument
Manufacturing
8
E605010
Computing
Equipment
Installation
9
E701030
Telecommunications
Controlled
Radio-Frequency
Devices Installation
Engineering
10
EZ05010
Instrument and
Meter Installation
Engineering
11
F113050
Wholesale of
Computers and
Computing
Peripheral
Equipment
12
F113070
Wholesale of
Telecommunication
Apparatus
13
F119010
Wholesale of
Electronic Materials
Article 2: The scope of business of
the Company is as follows:
No.
Code
Scope of Business
1
CC01010 Electric Power
Generation,
Transmission and
Distribution Machinery
Manufacturing
2
CC01060 Wired Communication
Equipment and
Apparatus
Manufacturing
3
CC01070 Wireless
Communication
Equipment and
Apparatus
Manufacturing
4
CC01080 Electronic
Components
Manufacturing
5
CC01110 Computers and
Computing Peripheral
Equipment
Manufacturing
6
CC01120 Data Storage Media
Manufacturing and
Duplication
7
CE01010
General Instrument
Manufacturing
8
E605010
Computing Equipment
Installation
9
E701030
Telecommunications
Controlled
Radio-Frequency
Devices Installation
Engineering
10
EZ05010
Instrument and Meter
Installation
Engineering
11
F113050
Wholesale of
Computers and
Computing Peripheral
Equipment
12
F113070
Wholesale of
Telecommunication
Apparatus
13
F119010
Wholesale of
Electronic Materials
14
F213030
Retail Sale of
Computers and
Computing Peripheral
Equipment
15
F401010
International Trade
Change
of
Business
Scope
Deleted
Item 21;
Added 3
new
items.
No. Code Scope of Business
(English)
No. Code Scope of Business
1 CC01010 Electric Power
Generation,
Transmission and
Distribution Machinery
Manufacturing
1 CC01010 Electric Power
Generation,
Transmission and
Distribution
Machinery
Manufacturing
2 CC01060 Wired Communication
Equipment and
Apparatus
Manufacturing
2 CC01060 Wired
Communication
Equipment and
Apparatus
Manufacturing
3 CC01070 Wireless
Communication
Equipment and
Apparatus
Manufacturing
3 CC01070 Wireless
Communication
Equipment and
Apparatus
Manufacturing
4 CC01080 Electronic
Components
Manufacturing
4 CC01080 Electronic
Components
Manufacturing
5 CC01110 Computers and
Computing Peripheral
Equipment
Manufacturing
5 CC01110 Computers and
Computing
Peripheral
Equipment
Manufacturing
6 CC01120 Data Storage Media
Manufacturing and
Duplication
7 CE01010 General Instrument
Manufacturing
6 CC01120 Data Storage Media
Manufacturing and
Duplication
8 E605010 Computing Equipment
Installation
7 CE01010 General Instrument
Manufacturing
9 E701030 Telecommunications
Controlled
Radio-Frequency
Devices Installation
Engineering
8 E605010 Computing
Equipment
Installation
9 E701030 Telecommunications
Controlled
Radio-Frequency
Devices Installation
Engineering
10 EZ05010 Instrument and Meter
Installation
Engineering
11 F113050 Wholesale of
Computers and
Computing Peripheral
Equipment
10 EZ05010 Instrument and
Meter Installation
Engineering
12 F113070 Wholesale of
Telecommunication
Apparatus
11 F113050 Wholesale of
Computers and
Computing
Peripheral
Equipment
13 F119010 Wholesale of
Electronic Materials
14 F213030 Retail Sale of
Computers and
Computing Peripheral
Equipment
12 F113070 Wholesale of
Telecommunication
Apparatus
13 F119010 Wholesale of
Electronic Materials
15 F401010
International Trade

49

Article After After After Before Before Before Revision
reason
14 F213030 Retail Sale of
Computers and
Computing
Peripheral
Equipment
16 I301010 Software Design
Services
17 I301020 Data Processing
Services
18 I301030 Electronic Information
Supply Services
15 F401010 International Trade
16 I301010 Software Design
Services
19 IG03010 Energy Technical
Services
17 I301020 Data Processing
Services
20 ZZ99999 All business items that
are not prohibited or
restricted by law,
except those that are
subject to special
approval.
18 I301030 Electronic
Information Supply
Services
19 IG03010 Energy Technical
Services
~~21~~ ~~F401021~~ ~~Controlled~~
~~Telecommunications~~
~~Radio-Frequency~~
~~Devices Import~~
20 ZZ99999 All business items
that are not
prohibited or
restricted by law,
except those that
are subject to
special approval.
21 CE01030 Optical
Instruments
Manufacturing
22 CB01010 Machinery and
Equipment
Manufacturing
23 CD01060 Aircraft and Parts
Manufacturing
29 These Articles of Incorporation
were established on May 26,
2011.
……………
The 1st amendment was made on
June 14, 2013.
...
The 9th amendment was made on
June 4, 2024.
The 10th amendment was made
on June 12, 2025.
The 11th amendment was made
on June 1, 2026.
This Articles of Incorporation was
established on May 26, 2011.
……………
The 1st amendment was made on
June 14, 2013.
...
The 9th amendment was made on
June 4, 2024.
The 10th amendment was made on
June 12, 2025.
Add the
date of
this
revision

50

[Attachment 7]

UBIQCONN TECHNOLOGY, INC.

Comparison Table for the Engaging in Derivatives Trading Procedures Before and After Revision

After Before Article 4: Principles and Policies for Article 4: Principles and Policies for Transactions Transactions (Omitted)... (Omitted)... 6. The authorization limits for the 6.The authorization limits for the Company’s derivatives transactions Company’s derivatives transactions are as follows: are as follows: (Omitted)... (Omitted)... (3) To ensure that counterparties (3) To ensure that counterparties comply with the Company’s comply with the Company’s supervision and management, the supervision and management, transaction authorizations set forth the transaction authorizations set in this Article shall be disclosed to forth in this Article shall be the counterparties. disclosed to the counterparties. (The rest is omitted)... ~~However, written confirmations with counterparties, regardless of the amount, shall be signed by the Chairman or approved by the Chairman before the corporate seal is applied.~~

Revision reason Revision of the provision regarding the execution of written transaction documents

(The rest is omitted)...

51

[Attachment 8]

UBIQCONN TECHNOLOGY, INC.

Comparative Table of Amendments to the Procedures Governing Acquisition or Disposal of Assets

After Before Revision reason
Amended Provision (Article 9 –
Transaction Amount Calculation)
The calculation of transaction
amounts underArticles 6 to 8of this
Procedure shall be handled in
accordance with Paragraph 2 of
Article 12. The term “within one
year” refers to a period calculated
retrospectively from the date of the
current transaction, counting back
one year. Any portion for which a
professional appraiser’s report or a
CPA’s opinion has been obtained in
accordance with this Procedure
shall be excluded from the
calculation.
Current Version (Article 9 –
Calculation of Transaction
Amounts):
The calculation of transaction
amounts under~~Articles 7 to 9~~of
these Procedures shall be handled
in accordance with Paragraph 2 of
Article 12. The term “within one
year” refers to the period
retroactively calculated from the
date of the current transaction. Any
portion for which a professional
appraiser’s report or a CPA’s opinion
has been obtained in accordance
with these Procedures shall be
excluded from the calculation.
Adjustment of
article
numbering to
meet operational
requirements.

52

[Appendix 1]

UBIQCONN TECHNOLOGY, INC. Articles of Incorporation (before amendment)

Section I - General Provisions

Article1

The name of the company is UBIQCONN TECHNOLOGY, INC. (攸泰科技股份有限公司) (the”Company”), which is duly organized as a company limited by shares under the Company Act of Taiwan.

Article 2

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

  1. CC01010 Manufacture of Power Generation, Transmission and Distribution Machinery

  2. CC01060 Wired Communication Mechanical Equipment Manufacturing

  3. CC01070 Wireless Communication Mechanical Equipment Manufacturing

  4. CC01080 Electronics Components Manufacturing

  5. CC01110 Computer and Peripheral Equipment Manufacturing

  6. CC01120 Data Storage Media Manufacturing and Duplicating

  7. CE01010 General Instrument Manufacturing

  8. E605010 Computer Equipment Installation

  9. E701030 Controlled Telecommunications Radio-Frequency Devices Installation Engineering

  10. EZ05010 Instrument and Meters Installation Engineering

  11. F113050 Wholesale of Computers and Clerical Machinery Equipment

  12. F113070 Wholesale of Telecommunication Apparatus

  13. F119010 Wholesale of Electronic Materials

  14. F213030 Retail Sale of Computers and Clerical Machinery Equipment

  15. F401010 International Trade

  16. I301010 Information Software Services

  17. I301020 Data Processing Services

  18. I301030 Electronic Information Supply Services

  19. IG03010 Energy Technical Services

  20. ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.

  21. F401021 Restrained Telecom Radio Frequency Equipments and Materials Import

Article 3

The head office of the Company is established in Taipei City. In instances where it is deemed necessary or beneficial for the Company's operations, branch units may be set up in various appropriate locations. The establishment and dissolution of these branch units shall be decided by the board of directors.

Article 4

The Company may, in accordance with business requirements, offer guarantees and invest in other companies. The total amount of its investments in such other companies shall not exceed forty percent of the amount of its own paid-in capital as stipulated in Article 13 of the Company Act.

53

Section II - Capital Stock

Article 5

The authorized capital stock is NT$1,500,000,000 divided into 150,000,000 shares of NT$10 each. Among these shares, 15,000,000 are reserved for the issuance of employee stock warrants.

The capital mentioned in the preceding paragraph is authorized to be issued in installments by the board of directors.

Should the Company consider the option of offering employee stock warrants at a price point that is set below the established net value per share, or beneath the current market price as depicted in the latest financial statements, which must have been subjected to a thorough audit or a comprehensive review conducted by a duly certified public accountant, such action must be approved by a resolution at a shareholders’ meeting. This resolution may be adopted by two-third of the voting rights exercised by the shareholders present at the shareholders’ meeting who represent a majority of the outstanding shares of the Company.

Article 5-1

The transferees of treasury shares legally repurchased by the Company, the issuance of employee stock warrants, the employees subscribing for new shares issued, and the issuance of restricted stock for employees, include employees of parents or subsidiaries of the company meeting certain specific requirements set by the board of directors.

Article 6

The equity shares of the Company shall be exclusively issued and represented in the form of registered share certificates, which will serve as the official documentation of share ownership. They shall be affixed with the signatures or personal seals of the director representing the Company, and shall be duly certified or authenticated by a bank that is legally competent to certify shares before their issuance. After the Company goes public, it may be exempted from printing any share certificate for the shares issued according to the Company Act and related regulations; however, the Company shall register the issued shares with a centralized securities depositary enterprise.

Article 7

Shareholders of the Company handling stock transfers, creation or removal of pledge, reporting of loss, inheritance, gift, reporting of loss of specimen chop, change of specimen chop, or change of address, and other stock affairs, shall be processed in accordance with the “Regulations Governing the Administration of Shareholder Services of Public Companies” unless otherwise specified by laws and securities regulations.

Article 8

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

Article 9

In circumstances where the Company finds itself in a unique position of having its entire shareholding owned by just one entity that is a juristic person, the director shall be appointed by the juristic person shareholder for a term of 3 years. The functional duties and power of the shareholders’ meeting of the Company shall be exercised by its board of directors, to which the provisions governing the shareholders’ meeting as set out in these Articles of Incorporation shall not apply.

54

Section III – Shareholders’ Meeting

Article 10

The Company’s shareholders’ meeting shall be of the following two kinds: regular meeting of shareholders and special meeting of shareholders. Regular meeting of shareholders shall be held at least once a year within six months after close of each fiscal year. Special meeting of shareholders may be held when necessary.

The Company’s shareholders’ meeting can be held by means of visual communication network or other methods promulgated by the central competent authority. For the above-mentioned virtual shareholders’ meeting, the Company shall be subject to prescriptions provided for by the competent authority in charge of securities affairs, including the prerequisites, procedures, and other compliance matters.

Article 11

Except in the circumstances otherwise provided for in the Company Act, a shareholder of the Company shall have one voting power in respect of each share in his/her/its possession. This does not apply to shares that are restricted or have no voting power as per the Company Act.

Resolutions at a shareholders’ meeting shall, unless otherwise provided for in the Company Act, be adopted by a majority vote of the shareholders present, who represent more than one-half of the total number of voting shares. After the Company is listed on the over-the-counter (OTC) market, shareholders may exercise voting power at a shareholders meeting by way of electronic transmission. A shareholder who exercises his/her/its voting power at a shareholders meeting by way of electronic transmission shall be deemed to have attended the said shareholders’ meeting in person, and related matters shall be handled in accordance with legal provisions.

Article 12

If the shareholders’ meeting is convened by the board of directors, the chairman of the board of directors shall preside the shareholders’ meeting. In case the chairman of the board of directors is on leave or absent or can not exercise his power and authority for any cause, the chairman of the board of directors shall designate one of the directors to act on his behalf. In the absence of such a designation, the directors shall elect from among themselves an acting chairman of the board of directors. For a shareholders’ meeting convened by any other person having the convening right, he/she shall act as the chairman of that meeting provided, however, that if there are two or more persons having the convening right, the chairman of the meeting shall be elected from among themselves.

Article 13

The resolution at the meeting of shareholders, unless otherwise provided for in the Company Act, shall be adopted by a majority of the shareholders present who represent a majority of the total number of its outstanding shares.

Article 14

Shareholders may appoint a proxy to attend such meetings if they are unable to do so in person for any cause by executing a power of attorney stating therein the scope of power authorized to the proxy. The appointment of proxies by shareholders must adhere to Article 177 of the Company Act and comply with the “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies” issued by the competent authority subsequent to the Company’s public listing.

Article 15

The Company may apply for an approval of ceasing its status as a public company by a resolution adopted at a shareholders’ meeting in accordance with Article 156-2 of the Company Act. This article shall not be amended during the Company’s OTC and listing

55

period.

Article 16

Resolutions adopted at a shareholders’ meeting shall be recorded in the minutes of the meeting, which shall be handled in accordance with Article 183 of the Company Act.

Section IV - The Board of Directors

Article 17

The Company shall have five to nine directors, who shall be elected by the Shareholders' Meeting from the list of nominees under a candidate nomination system. Each director shall serve a three-year term and is eligible for re-election.

Among the aforementioned number of directors, there shall be no fewer than three independent directors, and the number of independent directors shall not be less than one-third of the total number of director seats.

Matters concerning the professional qualifications, shareholdings, restrictions on concurrent positions, methods of nomination and election, and other compliance matters for independent directors shall be handled in accordance with the relevant regulations of the competent securities authorities.

Article 18

The composition of the Board of Directors of the Company shall be exclusively made up of individuals who have been duly appointed as directors of the Company. The board of directors shall elect a chairman of the board directors from among the directors by a majority vote at a meeting attended by over two-thirds of the directors. The chairman shall externally represent the Company.

Article 19

The functional duties and powers of the board of directors are as follows:

  1. Decision-making regarding business plans.

  2. Preparation of important statutes and contracts.

  3. Establishment and dissolution of branch units.

  4. Formulation of budgets and final accounts.

  5. Appointment and dismissal of key personnel.

  6. Other matters specified by the Company Act and these Articles of Incorporation.

Article 20

Except as otherwise provided by the Company Act, the chairman of the board of directors shall preside the board of directors’ meeting. In case the chairman of the board of directors is on leave or absent or can not exercise his power and authority for any cause, the chairman of the board of directors shall designate one of the directors to act on his behalf. In the absence of such a designation, the directors shall elect from among themselves an acting chairman of the board of directors.

Except as otherwise provided by the Company Act, the chairman of the board of directors shall preside the board of directors’ meeting. In calling a meeting of the board of directors, a notice shall be given to each director no later than 7 days prior to the scheduled meeting date. In the case of emergency, a meeting of the board of directors may be convened at any time.

The notice set forth in the preceding paragraph may be effected in writing, by fax, or by means of electronic transmission.

Article 21

Unless otherwise provided for in the Company Act, resolutions of the Board of Directors

56

shall be adopted by a majority of the directors at a meeting attended by a majority of the directors.

Article 22

Directors may appoint another director as a proxy to attend meeting of the board of directors if they are unable to do so in person for any cause. A director may accept the appointment to act as the proxy of one other director only.

In case a meeting of the board of directors is proceeded via visual communication network, then the directors taking part in such a visual communication meeting shall be deemed to have attended the meeting in person.

Article 23

The determination of the financial remuneration for both the Chairman and the other members of the Board of Directors of the Company shall be a responsibility vested in the Board of Directors itself. This determination shall take into careful consideration the level of active participation and the overall value of the contributions made by the Chairman and the Directors to the Company's operations. In making these compensation decisions, the Board of Directors shall also reference and consider the customary remuneration levels that are prevalent and generally accepted within the same industry, ensuring alignment and competitiveness with industry standards.

The Company may obtain directors liability insurance with respect to liabilities resulting from exercising their duties during their terms of directorship.

Section V - Management of the Corporation

Article 24

The Company may have managerial personnel. Appointment and discharge and the remuneration of the managerial personnel shall be decided in accordance with Article 29 of the Company Act.

Section VI - Accounting

Article 25

After the close of each fiscal year, the following reports shall be prepared by the Board of Directors, and submitted to the regular shareholders’ meeting for acceptance:

  1. Business Report;

  2. Financial Statements;

  3. Proposal Concerning the Distribution of Earnings or Covering of Losses.

Article 26

If the Company makes a profit for the year, it shall allocate no less than 2% as employee compensation. At least 50% of the total employee compensation shall be allocated to base-level employees. The Board of Directors shall determine, by resolution, whether such compensation is to be distributed in shares or cash. The recipients may include employees of controlled or subsidiary companies who meet certain specific criteria.

The Board of Directors may, by resolution, allocate no more than 1.5% of the aforementioned profit as director remuneration. However, if the Company still has accumulated losses, an equivalent amount shall be reserved in advance to cover the losses.

Article 27

If the Company’s annual financial statements shows surplus earnings, after its losses have been covered and all taxes and dues have been paid and at the time of allocating surplus profits, first set aside ten percent of such profits as a legal reserve. However when the legal

57

reserve amounts to the authorized capital, this shall not apply. Aside from the aforesaid legal reserve, depending on the operational needs of the Company and in accordance with relevant legal provisions, the Company may set aside or reverse another sum as special reserve. Together with the undistributed earnings from the beginning of the period, these constitute the cumulative distributable earnings for shareholders. A portion of these earnings may be retained, and a surplus earnings distribution proposal should be drafted by the board of directors and submitted to the shareholders’ meeting for review and approval by a resolution.

The company's dividend policy is based on current and future development plans, considering the investment environment, capital needs, domestic and foreign competition, and taking into account factors such as shareholders' interests. Every year, no less than 10% of the earnings available for distribution shall be appropriated to shareholders. Dividends can be distributed in the form of cash dividends or stock dividends. In order to achieve a balanced and stable dividend policy, when the company distributes dividends, the cash dividend shall not be less than 20% of the total dividends distributed, but the surplus available for distribution is less than 10% of the paid-in capital or the net profit after tax for the year is less than 2% of the paid-in capital, it may be proposed not to distribute. When the company has no surplus, it shall not distribute dividends and bonus. However, based on the consideration of the company's financial, business and operating aspects, all or part of the statutory surplus and capital reserve may be distributed in accordance with laws or regulations of the government.

Article28

In regard to all matters not provided for in these Articles of Incorporation, the Company Law of the Republic of China shall govern.

Section VII - Supplementary Provisions

Article29

The original Articles of Incorporation were adopted on May 26, 2011,and the first amendment on June 14, 2013, the second amendment on April 18, 2016, the third amendment on June 8, 2016, the fourth amendment on November 23, 2021, the fifth amendment on June 30, 2022, the sixth amendment on December 2, 2022, the seventh amendment on February 8, 2023, the eighth amendment on June 8, 2023. The ninth amendment was made on June 4, 2024.

UBIQCONN TECHNOLOGY, INC. Chairman:CHIEN, MIN-TZ

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[Appendix 2]

UBIQCONN TECHNOLOGY, INC.

Rules of Procedure for Shareholder Meetings

Article 1

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

Article 2

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

Article 3

(Convening shareholders meetings and shareholders meeting notices)

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

When the Company convenes a video meeting of shareholders, unless otherwise specified in the Regulations Governing the Administration of Shareholder Services of Public Companies, it should be stated in the Articles of Incorporation and approved by the board of directors. The video conference of shareholders should be approved by the board of directors with more than two-thirds of the directors present and the resolution shall be passed with the approval of more than half of the directors present.

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 or supervisors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a special shareholders meeting. The Company shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders meeting or before 15 days before the date of the special shareholders meeting. If, however, 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% or more as recorded in the register of shareholders of the shareholders meeting held in the immediately preceding year, transmission of these electronic files shall be made by 30 days before the regular shareholders meeting. In addition, before 15 days before the date of the

shareholders meeting, 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.

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

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

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

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on the virtual meeting platform.

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

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

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

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

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

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

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

Prior to the date for issuance of notice of a shareholders meeting, 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

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 before five days before the date of the shareholders meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment.

After a proxy form has been delivered to the Company, if the shareholder intends to attend

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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.

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

Article 5

(Principles determining the time and place of a shareholders meeting) 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 such as the attendance book) The Company shall specify in its shareholders meeting notices the time during which attendance registrations for shareholders, solicitors and proxies (collectively "shareholders") will be accepted, the place to register for attendance, and other matters for attention. The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations. For virtual shareholders meetings, shareholders may begin to register on the virtual meeting platform 30 minutes before the meeting starts. Shareholders completing registration will be deemed as attend the shareholders meeting in person.

Shareholders shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. 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 or supervisors, pre-printed ballots shall also be furnished. When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting. In the event of a virtual shareholders meeting, shareholders wishing to attend the meeting online shall register with 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 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.

Article 6-1

(Convening virtual shareholders meetings and particulars to be included in shareholders meeting notice)

To convene a virtual shareholders meeting, the Company shall include the follow particulars

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in the shareholders meeting notice:

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

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

A. 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.

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

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

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

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

Article 7

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

If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the 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, at least one supervisor in person, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes.

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

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

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 Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within one month. In the event of a virtual shareholders meeting, shareholders intending to attend the meeting online shall re-register to the Company in accordance with Article 6.

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

Article 10

(Discussion of proposals)

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

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

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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 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.

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

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

After an attending shareholder has spoken, the chair may respond in person or direct relevant 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 the number of shares. With respect to resolutions of shareholders meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.

When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of 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 three

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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

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

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

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 before two days before the date of the shareholders meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.

After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders meeting in person or online, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to 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. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.

When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.

Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of 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 online shall cast votes on proposals and elections on the virtual meeting platform before the chair announces the voting session ends or will be deemed abstained from voting.

In the event of a virtual shareholders meeting, votes shall be counted at once after the chair

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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 online in accordance with Article 6 decide to attend the physical shareholders meeting in person, they shall revoke their registration two days before the shareholders meeting in the same manner as they registered. If their registration is not revoked within the time limit, they may only attend the shareholders meeting online. When shareholders exercise voting rights by correspondence or electronic means, unless they have withdrawn the declaration of intent and attended the shareholders meeting online, except for extraordinary motions, they will not exercise voting rights on the original proposals or make any amendments to the original proposals or exercise voting rights on amendments to the original proposal.

Article 14

(Election of directors and supervisors)

The election of directors or supervisors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and supervisors and the numbers of votes with which they were elected, and the names of directors and supervisors not elected and number of votes they received. The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.

Article 15

Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form. The Company may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS.

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

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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 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.

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

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 at the meeting place)

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

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

At the place of a shareholders meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by 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 a shareholders meeting)

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

If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue. A resolution may be adopted at a shareholders meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act.

Article 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 15 minutes after the chair has announced the meeting adjourned.

Article 20

(Location of the chair and secretary of virtual-only shareholders meeting)

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

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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 Article 44-20, paragraph 4 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events before the chair has announced the meeting adjourned, and the obstruction continues for more than 30 minutes, the meeting shall be postponed to or resumed on another date within five days, in which case Article 182 of the Company Act shall not apply.

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

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

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

When 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 shareholder meeting, then the shareholders meeting shall continue, and not postponement or resumption thereof under the second paragraph is required.

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

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 Article 44-20, paragraph 7 of the Regulations Governing the Administration of Shareholder Services of Public Companies.

For dates or period set forth under Article 12, second half, and Article 13, paragraph 3 of Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, and Article 44-5, paragraph 2, Article 44-15, and Article 44-17, paragraph 1 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Companys hall 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

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virtual shareholders meeting online.

Article 23

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]

UBIQCONN TECHNOLOGY, INC.

Engaging in Derivatives Trading Procedures (before amendment)

Article 1: Purpose To effectively manage the company's revenue, assets, and liabilities arising from fluctuations in foreign exchange, interest rates, and other factors, as well as risks associated with derivative transactions, these procedures are established. Article 2: Scope Derivative transactions conducted by the company shall comply with these procedures, unless otherwise stipulated by relevant financial regulations. Article 3: Definitions

  1. "Derivatives" in these procedures refer to forward contracts, option contracts, futures contracts, leveraged margin contracts, swap contracts, combinations of the aforementioned contracts, or structured products embedding derivatives, whose values derive from interest rates, financial instrument prices, commodity prices, exchange rates, price or rate indices, credit ratings, credit indices, or other variables.

  2. "Forward contracts" as referred to in these procedures exclude insurance contracts, performance contracts, after-sales service contracts, long-term lease agreements, and long-term procurement (sales) contracts.

  3. The terminology in these procedures shall be interpreted in accordance with Article 4 of the Regulations Governing the Acquisition and Disposal of Assets by Public Companies (hereinafter referred to as the "Regulations").

Article 4: Trading Principles and Policies

  1. Types of derivative transactions the Company may engage in:

  2. (1) Hedging (Not for trading purposes).

  3. (2) Non-hedging (For trading purposes).

  4. Operating or hedging strategies: The Company’s engagement in derivative transactions shall primarily focus on hedging. The selection of transaction instruments must prioritize the mitigation of risks arising from the Company’s business operations.

  5. Division of responsibilities:

  6. (1) Board of Directors:

    • A. Approve the establishment and amendment of these Procedures.

    • B. Designate senior management personnel.

    • C. Periodically evaluate and review the performance and risks of the Company’s derivative transactions.

    • D. Resolve on derivative transactions involving significant amounts.

  7. (2) Senior management personnel designated by the Board of Directors: Chief Financial Officer (CFO).

    • A. Periodically evaluate derivative transaction flows and management procedures.

    • B. Instruct the execution unit to carry out derivative transaction procedures.

    • C. Supervise and respond to abnormal situations, and report to the Board of Directors.

  8. (3) Execution Unit: Finance Unit.

    • A. Finance Unit:

    • a. Responsible for derivative transaction operations including: execution, confirmation, settlement, record-keeping, and accounting.

    • b. The principles for the division of responsibilities for derivative transactions within the Finance Unit are as follows:

      • i. Trading personnel shall not concurrently serve as confirmation or settlement personnel. The aforementioned personnel shall be approved by the Chairman.

      • ii. After a transaction is completed, trading personnel shall submit relevant

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documents to confirmation personnel for verification and filing.

  - B. Risk Assessment Unit: Personnel responsible for risk measurement, supervision, and control must belong to a different department from those in the preceding item and shall report to the Board of Directors or senior management personnel who do not bear responsibility for trading or position decision-making.

  - C. Legal Unit: Review all contracts related to derivative transactions.
  1. Performance evaluation:

  2. Positions held for derivative transactions shall be evaluated at least once a week by the trading unit or personnel. However, hedging transactions conducted for business needs shall be evaluated at least twice a month. Such evaluation reports shall be submitted to the senior management personnel authorized by the Board of Directors for review.

  3. Total contract limits and maximum loss limits for all and individual contracts: (1) Hedging transactions:

    • A. Total authorized contract amount for foreign exchange transactions: The total assets of the previous fiscal year as audited by a Certified Public Accountant (CPA).

    • B. Total authorized contract amount for interest rate transactions: The total liabilities of the previous fiscal year as audited by a CPA.

    • C. Hedging transactions are based on the actual requirements of the hedged assets or liabilities. If a price gap loss exceeds 10% of the market price, it must be reported to the Chairman to determine whether to stop-loss based on operational position requirements and expected financial market conditions. Furthermore, the loss ceiling for individual or total contracts shall not exceed 50% of the contract amount. Positions must be liquidated immediately upon reaching the aforementioned limits.

  4. (2) Non-hedging transactions:

    • A. The total amount of outstanding contracts for non-hedging transactions is limited to US$ 20 million.

    • B. The loss ceiling for individual or total contracts for non-hedging transactions shall not exceed 20% of the contract amount. Positions must be liquidated immediately upon reaching the aforementioned limits.

  5. The authorization limits for the Company’s engagement in derivative transactions are as follows:

  6. (1) Hedging transactions: Based on the Company’s turnover and changes in risk positions, after periodically reporting financial market trends and position status to the Chairman, and under the supervision of senior management personnel designated by the Board of Directors, trading personnel may execute transactions within a single transaction amount of US$ 10 million or a cumulative daily transaction amount of US$ 20 million or less. For those exceeding a cumulative daily transaction amount of US$ 20 million (inclusive), prior approval from the Chairman is required. For those exceeding a cumulative daily transaction amount of US$ 30 million (inclusive), a resolution by the Board of Directors is required prior to execution.

  7. (2) Non-hedging transactions: To mitigate risk, all transactions must be submitted to the Chairman for approval prior to execution. For those involving a single transaction amount of US$ 10 million (inclusive) or more, a resolution by the Board of Directors is required prior to execution.

  8. (3) To ensure counterparties comply with the Company’s supervision and management, the transaction authorizations set forth in this Article shall be disclosed to the counterparties. However, written confirmations with counterparties, regardless of the amount, shall be signed by the Chairman or approved by the Chairman before the corporate seal is applied.

  9. (4) If the amount of a derivative transaction reaches the authorization level of the

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Board of Directors, it shall first be approved by the Audit Committee and then submitted to the Board of Directors for resolution prior to execution.

Article 5: Risk Management Measures

  1. Risk management scope: (1) Credit risk: Counterparties must be financial institutions with existing credit lines and provide professional information. (2) Market price risk: Monitor risks from market fluctuations due to interest and exchange rate changes. (3) Liquidity risk: Counterparties must have sufficient facilities, capital, and trading capacity to participate in major international markets. (4) Cash flow risk: Traders must ensure sufficient cash flow for settlement. (5) Operational risk: Transactions must comply with authorization limits and procedures. (6) Legal risk: Contracts should use international standardized documents and be reviewed by the Legal Department.

  2. Implement and supervise responsibilities of personnel involved in derivative transactions.

  3. Periodically assess and review trading procedures.

  4. Maintain a ledger for derivative transactions, detailing transaction types, amounts, Board approval dates, and evaluation results.

Article 6: Internal Audit System

  • Internal auditors shall periodically review the adequacy of internal controls and audit compliance with these procedures. Monthly audit reports shall be prepared, and major violations shall be reported in writing to the Audit Committee.

Article 7: Periodic Evaluations and Handling of Abnormalities

  1. The Board of Directors shall: (1) Appoint senior management to oversee risks. (2) Regularly assess performance and risk exposure.

  2. Senior management shall: (1) Periodically evaluate the appropriateness of risk management procedures. (2) Supervise trading and profit/loss situations, take necessary actions in case of abnormalities, and report to the Board.

Article 8: Information Disclosure

  1. After becoming a publicly listed company in Taiwan, the company shall report derivative transactions monthly to the Financial Supervisory Commission (FSC) via its designated information platform.

  2. If derivative losses exceed the limits in Article 4, Section 5, they must be reported within two days.

  3. Other disclosure requirements shall comply with relevant regulations.

  4. Changes, terminations, or modifications to reported transactions must be disclosed within two days.

Article 9: Penalties

Employees violating these procedures shall be subject to disciplinary actions per the company's personnel regulations.

Article 10: Subsidiary Supervision

  1. Subsidiaries engaging in derivatives must establish procedures approved by their Board and shareholders.

  2. Subsidiaries must periodically provide related data to the company for review.

Article 11: Implementation and Amendments

  1. Amendments to these procedures require approval by a majority of the Audit Committee and Board of Directors, followed by shareholder approval.

  2. Independent directors' opinions must be considered.

  3. The term "entire Audit Committee" or "entire Board" refers to the number of actual incumbents.

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[Appendix 4]

UBIQCONN TECHNOLOGY, INC.

Procedures for Acquisition or Disposal of Assets (before amendment)

Article 1: Purpose

To protect investments and implement information disclosure, the Company and its subsidiaries shall comply with these Procedures when acquiring or disposing of assets. Any matters not addressed herein shall be handled in accordance with relevant laws and regulations.

Article 2: Scope of Assets

The term "assets" as used in these Procedures refers to:

  1. Investments in stocks, government bonds, corporate bonds, financial bonds, securities representing funds, depositary receipts, call (put) warrants, beneficial interest securities, and asset-backed securities.

  2. Real property (including land, houses and buildings, investment property, and inventories of construction industries) and equipment.

  3. Membership certificates.

  4. Intangible assets such as patents, copyrights, trademarks, and franchise rights.

  5. Right-of-use assets.

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

  7. Derivatives.

  8. Assets acquired or disposed of through mergers, demergers, acquisitions, or transfer of shares in accordance with the law.

  9. Other major assets.

Article 3: Definitions

The terminology used in these Procedures shall be interpreted in accordance with Article 4 of the "Regulations Governing the Acquisition and Disposal of Assets by Public Companies" (hereinafter referred to as the "Regulations").

Article 4: Derivatives Transactions

The Company’s engagement in derivatives transactions shall be handled in accordance with the Company’s "Procedures for Engaging in Derivatives Transactions."

Article 5: Providers of Appraisal Reports or Opinion

  1. The appraisal reports or opinions from CPAs, attorneys, or securities underwriters obtained by the Company, as well as the professional appraisers and their appraisal personnel, CPAs, attorneys, or securities underwriters, shall comply with the following regulations:

  2. (1) They shall not have been sentenced to fixed-term imprisonment of one year or more by a final judgment for violations of the Securities and Exchange Act, Company Act, Banking Act, Insurance Act, Financial Holding Company Act, or Business Entity Accounting Act, or for fraud, breach of trust, embezzlement, forgery, or business-related crimes. However, this shall not apply if three years have elapsed since the completion of the execution of the sentence, expiration of probation, or pardon.

  3. (2) They shall not be a related party or have a de facto relationship with any party to the transaction.

  4. (3) If the Company is required to obtain appraisal reports from two or more professional appraisers, the different professional appraisers or appraisal personnel shall not be related parties or have de facto relationships with each other.

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  1. The personnel mentioned in the preceding paragraph, when issuing an appraisal report or opinion, shall act in accordance with the self-regulatory rules of their respective trade associations and the following matters:

    • (1) Prior to accepting an engagement, they shall prudently evaluate their own professional capabilities, practical experience, and independence.

    • (2) When executing an engagement, they shall properly plan and implement appropriate operational processes to form a conclusion and issue a report or opinion accordingly; the procedures performed, data collected, and conclusions reached shall be recorded in detail in the working papers of the engagement.

    • (3) They shall evaluate the appropriateness and reasonableness of the data sources, parameters, and information used item by item, as the basis for issuing the appraisal report or opinion.

    • (4) The statement of representation shall include matters such as the professionalism and independence of the relevant personnel, the evaluation of the information used as being appropriate and reasonable, and compliance with relevant laws and regulations.

  2. If the Company acquires or disposes of assets through court auction procedures, the evidentiary documents issued by the court may substitute for the appraisal report or CPA opinion.

  3. Article 6: Procedures for Acquisition or Disposal of Securities

    1. Evaluation and Operational Procedures: Before the date of occurrence of the event, the Company shall obtain the target company’s most recent financial statements audited or reviewed by a CPA as a reference for evaluating the transaction price. Other matters shall follow the "Investment Cycle" of the internal control system.

    2. Decision Procedures for Transaction Conditions and Authorization Limits: Acquisitions or disposals shall be submitted for approval level-by-level based on the "Table of Authority" within the limits set in Article 13. Transactions reaching 20% of paid-in capital or NT$ 300 million or more require Audit Committee approval and Board of Directors authorization.

    3. Execution Unit: The Management Department is responsible for execution.

    4. Expert Opinions: For transactions reaching 20% of paid-in capital or NT$ 300 million, a CPA's opinion on the reasonableness of the price shall be obtained before the date of occurrence, except for securities with active market quotes.

Article 7: Procedures for Acquisition or Disposal of Real Property, Equipment, or Right-of-Use Assets

  1. Evaluation and Operational Procedures: Evaluations are conducted by the asset-using department.

  2. Decision Procedures for Transaction Conditions and Authorization Limits: (1) Real property prices are determined based on reasons, publicly announced current value, appraised value, and actual transaction prices of neighboring properties, and submitted to the Chairman for final decision.

  3. (2) Equipment is acquired via inquiry, price comparison, negotiation, or bidding, approved level-by-level per the "Table of Authority."

  4. (3) Transactions reaching 20% of paid-in capital or NT$ 300 million require Audit Committee and Board approval.

  5. Execution Unit: Using department and Procurement department.

  6. Expert Opinions: For transactions reaching 20% of paid-in capital or NT$ 300 million, an appraisal report from a professional appraiser must be obtained. If the transaction amount exceeds NT$ 1 billion, appraisals from two or more professional appraisers are required.

Article 8: Procedures for Intangible Assets, Right-of-Use Assets, or Membership Certificates

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  1. Evaluation and operational procedures: The Company’s acquisition or disposal of intangible assets, right-of-use assets, or membership certificates shall be handled in accordance with the "Property Management Rules" of the Company’s internal control system.

  2. Decision procedures for transaction conditions and authorization limits: (1) In the acquisition or disposal of intangible assets, right-of-use assets, or membership certificates, transaction conditions and prices shall be decided with reference to an expert evaluation report or the fair market price.

  3. (2) The business, legal, or other relevant departments shall process the transaction by submitting it for approval level-by-level based on the Company’s "Table of Authority" according to the transaction amount. If the transaction amount reaches 20% of the Company's paid-in capital or NT$ 300 million or more, it shall be approved by the Audit Committee, and the relevant information shall be submitted to the Board of Directors for resolution prior to execution.

  4. Execution unit: When the Company acquires or disposes of intangible assets, right-of-use assets, or membership certificates, the using unit or the procurement department shall be responsible for execution after the transaction has been submitted for approval in accordance with the aforementioned authorization limits.

  5. Obtaining expert opinions: If the transaction amount of the Company’s acquisition or disposal of intangible assets, right-of-use assets, or membership certificates reaches 20% of the Company's paid-in capital or NT$ 300 million or more, a CPA shall be engaged prior to the date of occurrence of the event to provide an opinion on the reasonableness of the transaction price, except for transactions with domestic government agencies.

Article 9: Calculation of Transaction Amounts

  • The calculation of transaction amounts referred to in Articles 6 through 8 [Note: Previously 7-9] shall follow Article 12, tracing back one year from the date of occurrence. Portions already appraised or reviewed by experts may be excluded.

Article 10: Related Party Transactions

  1. General Procedures and Professional Opinions: In the acquisition or disposal of assets between the Company and a related party, in addition to following the relevant resolution procedures and evaluating the reasonableness of transaction conditions as prescribed in Articles 6 through 8, if the transaction amount reaches 10% or more of the Company's total assets, an appraisal report from a professional appraiser or a CPA opinion shall also be obtained. When determining whether a counterparty is a related party, in addition to the legal form, the de facto relationship shall also be considered.

  2. Audit Committee and Board Approval: When the Company intends to acquire from or dispose of real property or right-of-use assets thereof to a related party, or to acquire from or dispose of assets other than real property or right-of-use assets thereof to a related party where the transaction amount reaches 20% of the Company's paid-in capital, 10% of total assets, or NT$ 300 million or more, the Company shall submit the information required under Article 15 of the Regulations (evaluation of necessity and reasonableness) to the Audit Committee for discussion. Upon approval by more than half of all members of the Audit Committee, the matter shall be submitted to the Board of Directors for resolution prior to signing the transaction contract and making payment. This excludes the purchase or sale of domestic government bonds, bonds with repurchase or resale agreements, or the subscription or redemption of money market funds issued by domestic securities investment trust enterprises.

  3. Intra-group Transactions and Chairman's Authorization: For the following transactions between the Company and its parent company, subsidiaries, or subsidiaries in which it directly or indirectly holds 100% of the issued shares or capital:

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  • (1) Acquisition or disposal of equipment or right-of-use assets thereof held for business use.

  • (2) Acquisition or disposal of right-of-use assets of real property held for business use. The Board of Directors may authorize the Chairman to decide on transactions where the amount is below NT$ 300 million (exclusive), subject to subsequent ratification by the most recent Board meeting. If the transaction amount reaches the threshold requiring Audit Committee approval, it shall first be ratified by the Audit Committee before being submitted to the Board.

  • Opinion of Independent Directors: After the Company becomes a public company in the Republic of China and has established independent directors, when a matter is submitted to the Board for discussion under Paragraph 2, the Board shall fully consider each independent director’s opinion. Any dissenting or reserved opinion shall be recorded in the minutes of the Board meeting.

  • Shareholders' Meeting Approval: If the Company or its non-public domestic subsidiary engages in a transaction specified in Paragraph 2 where the transaction amount reaches 10% or more of the Company's total assets, the Company shall submit the required information to the Shareholders' Meeting for approval prior to signing the contract and making payment. This does not apply to transactions between the Company and its parent, subsidiaries, or between its subsidiaries.

  • Calculation of Transaction Amounts: The calculation of transaction amounts referred to in Paragraph 2 and the preceding paragraph shall follow Paragraph 2 of Article 12, tracing back one year from the date of occurrence. Portions already approved by the Shareholders' Meeting or the Board in accordance with these Procedures may be excluded.

  • Evaluation of Transaction Costs: When acquiring real property or right-of-use assets thereof from a related party, the Company shall evaluate the transaction costs in accordance with Articles 14 and 16 of the Regulations and engage a CPA to review and provide a specific opinion. However, if any of the following circumstances apply, the assessment shall follow Article 15 of the Regulations:

  • (1) The related party acquired the asset through inheritance or gift.

  • (2) More than five years have elapsed since the related party signed the contract to acquire the asset.

  • (3) Acquisition through a joint development contract or a commissioned construction project.

  • (4) Acquisition of right-of-use assets of real property for business use between the Company and its parent, subsidiaries, or 100% owned subsidiaries. If the evaluation results under this paragraph are lower than the transaction price, the Company shall handle the matter according to Article 18 of the Regulations. This shall not apply if objective evidence and reasonable opinions from professional appraisers and CPAs are obtained per Article 17 of the Regulations.

Article 11: Mergers, Demergers, Acquisitions, or Transfer of Shares

  1. Evaluation and operational procedures:

  2. (1) When conducting a merger, demerger, acquisition, or transfer of shares, prior to the Board of Directors' resolution, the project department designated by the Chairman shall engage a CPA, attorney, or securities underwriter to provide an opinion on the reasonableness of the share exchange ratio, acquisition price, or cash or other property to be distributed to shareholders. This opinion shall be submitted to the Audit Committee for discussion and approval, and then to the Board of Directors for resolution. However, the requirement for a reasonableness opinion from an expert may be waived for a merger of a subsidiary in which the Company directly or indirectly holds 100% of the issued shares or total capital, or for a merger between such subsidiaries.

  3. (2) The project department shall prepare public documents for shareholders prior to the Shareholders' Meeting, delivering them along with the aforementioned expert

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opinion and the notice of the Shareholders' Meeting to provide a reference for shareholders to decide on the merger, demerger, or acquisition. This shall not apply if a resolution by the Shareholders' Meeting is waived under other laws.

  • (3) If the Shareholders' Meeting of any company participating in the merger, demerger, or acquisition fails to convene or resolve the matter, or if the proposal is rejected, the Company shall immediately issue a public announcement explaining the reasons, the subsequent processing, and the expected date of the next Shareholders' Meeting.

  • (4) Unless otherwise provided by law or with prior approval from the Financial Supervisory Commission (FSC), companies participating in a merger, demerger, or acquisition shall convene their Board and Shareholders' meetings on the same day to resolve the matter. For a transfer of shares, the participating companies shall convene their Board meetings on the same day.

  • Preservation of information: The Company shall prepare complete written records of the following information and preserve them for five years for inspection purposes: (1) Basic personnel data: Including the titles, names, and ID numbers (or passport numbers for foreigners) of all persons involved in the planning or execution of the merger, demerger, acquisition, or transfer of shares prior to the public disclosure of the news.

  • (2) Dates of material events: Including the dates of signing letters of intent or memoranda of understanding, engaging financial or legal advisors, signing contracts, and Board meetings.

  • (3) Material documents and minutes: Including the plans for merger, demerger, acquisition, or transfer of shares, letters of intent or memoranda of understanding, material contracts, and minutes of Board meetings.

  • Confidentiality commitment: All persons participating in or having knowledge of the plan for merger, demerger, acquisition, or transfer of shares shall issue a written confidentiality commitment. Prior to public disclosure, they shall not disclose the contents of the plan to any third party, nor shall they trade, in their own name or in the name of others, any shares or other equity-type securities of all companies related to the transaction.

  • Share exchange ratio or acquisition price: The share exchange ratio or acquisition price shall not be arbitrarily changed, except under the circumstances prescribed in Article 27 of the Regulations.

  • Required contents of the contract: The contract for the merger, demerger, acquisition, or transfer of shares shall record the rights and obligations of the participating companies, the circumstances under which the exchange ratio or acquisition price may be changed, and matters required by Article 28 of the Regulations.

  • Other matters to be observed:

  • (1) Within two days from the date of the Board's resolution, the Company shall report the information in Items 1 and 2 of Paragraph 2 to the FSC for recordation via the internet information system in the prescribed format.

  • (2) If any company participating in the merger, demerger, acquisition, or transfer of shares is not a public company, the Company shall sign an agreement with it and handle the matter in accordance with Paragraph 2 and the preceding item.

  • Subsequent Changes: If any participating party intends to merge, demerge, or acquire with another company after the information has been publicly disclosed, all completed procedures or legal acts shall be re-performed by all participating companies, unless the number of participating companies decreases and the Shareholders' Meeting has authorized the Board to change its authority.

Article 12: Public Disclosure and Filing Procedures

  1. Timing and Thresholds for Public Disclosure: After the Company becomes a public

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company in the Republic of China, when acquiring or disposing of assets under the following circumstances, it shall file the relevant information in the prescribed format on the website designated by the Securities and Futures Bureau within two days from the date of occurrence of the event:

  • (1) Acquisition from or disposal to a related party of real property or right-of-use assets thereof, or acquisition from or disposal to a related party of assets other than real property or right-of-use assets thereof where the transaction amount reaches 20% of the Company's paid-in capital, 10% of total assets, or NT$ 300 million or more. This excludes the purchase or sale of domestic government bonds, bonds with repurchase or resale agreements, or the subscription or redemption of money market funds issued by domestic securities investment trust enterprises.

  • (2) Engaging in a merger, demerger, acquisition, or transfer of shares.

  • (3) Acquisition or disposal of equipment or right-of-use assets thereof held for business use, where the counterparty is not a related party, and the transaction amount reaches NT$ 500 million or more.

  • (4) Acquisition of real property by way of commissioned construction on self-owned land or leased land, joint development and profit-sharing, joint development and revenue-sharing, or joint development and separate-sale, where the counterparty is not a related party, and the Company's estimated investment amount reaches NT$ 500 million or more.

  • (5) Asset transactions other than those specified in the preceding four items, disposal of claims by a financial institution, or investment in the Mainland China area, where the transaction amount reaches 20% of the Company's paid-in capital or NT$ 300 million or more. This excludes the following:

    1. Purchase or sale of domestic government bonds or foreign government bonds with a credit rating not lower than the sovereign rating of the Republic of China.

    2. Purchase or sale of bonds with repurchase or resale agreements, or the subscription or redemption of money market funds issued by domestic securities investment trust enterprises.

  • Calculation Methods for Transaction Amounts: The transaction amounts referred to in the preceding paragraph shall be calculated in accordance with the following methods based on the Company's paid-in capital or total assets (as indicated in the most recent parent-company-only or individual financial report):

  • (1) The amount of each individual transaction.

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

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

  • (4) The cumulative transaction amount of acquisitions and disposals (accumulated separately) of the same securities within the preceding year.

  • Retroactive Calculation Period: The term "within the preceding year" as used in the preceding paragraph shall be based on the date of occurrence of the current transaction, tracing back one year. Portions already disclosed in accordance with these Procedures may be excluded.

  • Correction of Errors or Omissions: If there are errors or omissions in the items required to be disclosed and a correction is necessary, all items shall be re-disclosed and re-filed in their entirety within two days from the date the Company becomes aware of such error or omission.

  • Disclosure of Subsequent Changes: After a transaction has been disclosed and filed in accordance with the regulations, the Company shall file relevant information within two days from the date of occurrence of any of the following events:

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  • (1) Amendment, termination, or rescission of the original transaction contract.

  • (2) Failure to complete the merger, demerger, acquisition, or transfer of shares by the scheduled date set in the contract.

  • (3) Any change in the content of the original disclosure and filing.

Article 13: Limits on Investment in Non-operating Real Property or Right-of-Use Assets and Securities

The limits for the acquisition of real property and right-of-use assets thereof not held for business use, or for investment in individual securities by the Company and its subsidiaries, are as follows:

  1. Limits on Non-operating Real Property and Right-of-Use Assets:

  2. (1) The total amount of real property and right-of-use assets thereof not held for business use acquired by the Company and its subsidiaries shall not exceed 250% of the Company’s net worth as stated in its most recent financial report.

  3. (2) The amount of an individual acquisition of real property and right-of-use assets thereof not held for business use by the Company or its subsidiaries shall not exceed 100% of the Company’s net worth.

  4. Limits on Investment in Securities:

  5. (1) The total amount of investment in securities by the Company and its subsidiaries shall not exceed 250% of the Company’s net worth as stated in its most recent financial report.

  6. (2) The amount of investment in any individual security by the Company or its subsidiaries shall not exceed 100% of the Company’s net worth as stated in its most recent financial report. However, this limit shall not apply to the Company’s investment in subsidiaries in which it directly or indirectly holds 100% of the issued voting shares, or to investments specifically approved by the Board of Directors.

  7. (3) The calculation of the total amount of securities investment mentioned above shall be based on the original investment cost.

Article 14: Control Procedures for Subsidiaries

  1. Establishment of Procedures and Reporting: When a subsidiary of the Company acquires or disposes of assets, it shall establish its own handling procedures in accordance with the "Regulations Governing the Acquisition and Disposal of Assets by Public Companies." Such procedures shall be implemented after being approved by its Board of Directors and submitted to its Shareholders' Meeting for consent, or the subsidiary may alternatively operate in accordance with the Company’s Procedures. A subsidiary of the Company shall periodically provide relevant information to the Company for inspection regarding its acquisition or disposal of assets.

  2. Disclosure Obligations for Non-public Subsidiaries: If a subsidiary is not a domestic public company and its acquisition or disposal of assets reaches the thresholds requiring public disclosure and filing as prescribed in these Procedures, the Company shall perform the disclosure and filing on behalf of the subsidiary.

  3. Calculation of Thresholds for Subsidiaries:

  4. For the purpose of the public disclosure and filing thresholds for a subsidiary, the term "reaching 20% of the Company's paid-in capital or 10% of total assets" shall be determined based on the paid-in capital or total assets of the parent company (the Company).

Article 15: Penalties

Relevant personnel who violate these Procedures shall be handled in accordance with the Company’s "Personnel Management Rules" and "Reward and Punishment Measures."

Article 16: Implementation and Amendments

  1. Approval and Amendment Procedures:

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The establishment or amendment of these Procedures shall be approved by more than half of all members of the Audit Committee, and subsequently submitted to the Board of Directors for approval and then to the Shareholders' Meeting for consent. If approval by more than half of all members of the Audit Committee is not obtained, the Procedures may be implemented with the approval of two-thirds or more of all directors, and the resolution of the Audit Committee shall be recorded in the minutes of the Board meeting. If any director expresses an objection and such objection is recorded or evidenced by a written statement, the Company shall submit the record of the director’s objection to the Audit Committee.

  1. Opinion of Independent Directors:

After the Company has established independent directors, when these Procedures are submitted to the Board of Directors for discussion in accordance with the preceding paragraph, the Board shall fully consider each independent director’s opinion. Any dissenting or reserved opinion shall be recorded in the minutes of the Board meeting.

  1. Calculation of Members:

The term "all members of the Audit Committee" and "all directors" as used in this Article shall be calculated based on the members actually in office.

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[Appendix 5]

UBIQCONN TECHNOLOGY, INC.

Procedures for Acquisition or Disposal of Assets

  1. The company's paid-in capital as of April 3, 2026 was NT$860,000,000, and the total number of issued shares was 86,000,000 shares.

  2. According to Article 26 of the Securities and Exchange Act, the minimum number of shares held by all directors of the company is 6,880,000 shares.

  3. As of the closing date of this regular shareholder meeting (April 3, 2026), the number of shares held by individual and all directors has met the percentage standards stipulated in Article 26 of the Securities and Exchange Act.

Title Name Date
elected
term
of
office
Shareholding while elected Shareholding while elected
Current shareholding

Current shareholding
Shares Shareholding
ratio (%)
Shares Shareholding
ratio (%)
Chairman FIC GLOBAL,
INC.
Rep: CHIEN,
MIN-TZ
2024.6.12 3 37,827,389 43.09% 37,827,389 43.09%
Director FIC GLOBAL,
INC.
Rep: HSU,
CHING-CHEN
Director FIC GLOBAL,
INC.
Rep:Liao,Shan-Ju
Liao
Director LIN,SUNG-HSI 2024.6.12 3 0 0% 0 0%
Independent
Director
HUANG,
CHUNG-LIANG
2024.6.12 3 0 0% 0 0%
Independent
Director
HSIAO, TSU-TSE 2024.6.12 3 0 0% 0 0%
Independent
Director
WU, YA-TING 2024.6.12 3 0 0% 0 0%
Total 37,827,389 43.09% 37,827,389 43.09%

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[Appendix 6]

UBIQCONN TECHNOLOGY, INC.

Information on Shareholder Proposals from Shareholders Holding More Than 1% of the Company’s Issued Shares

  1. In accordance with Article 172-1 of the Company Act, the Company accepted shareholder proposals for the 2026 Annual General Meeting (Year 115) from March 27, 2026 to April 7, 2026.

  2. During the aforementioned period, no proposals were submitted by any shareholder holding more than 1% of the Company’s total issued shares.

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