Stock Code: 6672

ventec

INTERNATIONAL GROUP

膜輝電子

2026

Annual Shareholders' Meeting

Ventec International Group Co., Ltd.

Meeting Handbook

Shareholders' meeting will be held by means of: Physical shareholders' meeting

Date: Thursday, June 18, 2026

Time: 9 a.m.

Place: 8F, General Meeting Room,
No. 350, Songjiang Rd., Zhongshan Dist.,
Taipei City 104,
Taiwan (R.O.C.)

Wherever technology takes you, Ventec delivers

venteclaminates.com

Meeting Procedures ... 1
Meeting Agenda ... 2
Management Presentation ... 3
Ratifications ... 5
Discussions ... 6
Extempore Motions ... 7

Attachments

Attachment 1: Business Report ... 8
Attachment 2: Audit Committee Review Report ... 13
Attachment 3: 2025 Independent Auditors’ Report and Financial Statements ... 14
Attachment 4: Earnings Distribution Table ... 24
Attachment 5: Lending Funds to Other Parties ... 25
Attachment 6: Endorsements and Guarantees Provided ... 26
Attachment 7: Year 2025 annual corporate bond raising situation report ... 27
Attachment 8: Comparison Table for Amendments to the Articles of Association ... 28
Attachment 9: Comparison Table for Amendments to the Regulations Governing the Acquisition and Disposal of Assets ... 31
Attachment 10: Comparison Table for Amendments to the Rules of Procedure for Shareholders’ Meetings ... 39

Appendix

Appendix 1: The Articles of Association (Before amendments) ... 41
Appendix 2: The Rules of Procedure for Shareholders’ Meetings ... 95
Appendix 3: Shareholdings of All Directors ... 106

Ventec International Group Co., Ltd.
2026 Annual Shareholders' Meeting Procedures

Call the Meeting to Order
Chairman's Speech
Management Presentation
Ratifications
Discussions
Extempore Motions
Meeting Adjournment

Ventec International Group Co., Ltd.

2026 Annual Shareholders' Meeting Agenda

Shareholders meeting will be held by means of: Physical shareholders' meeting
Time: 9 a.m., Friday, June 18, 2026
Place: 8F, General Meeting Room, No. 350, Songjiang Rd., Zhongshan Dist., Taipei City 104, Taiwan (R.O.C.)
Call the Meeting to Order
Chairman's Speech
Management Presentation
(I) 2025 Business Report
(II) Audit Committee Review Report on the Company's 2025 Financial Statements
(III) 2025 Distribution Proposal of Directors' Remuneration and Employee Bonus
(IV) To report 2025 earnings distribution
(V) Lending Funds to Other Parties
(VI) Endorsement and Guarantee Provided
(VII) 2025 corporate bond raising situation report
Ratifications
(I) Approval of 2025 Business Report and Financial Statements
(II) Approval of 2025 Earnings Distribution Proposal
Discussions
(I) Amendments to the Articles of Association (Special Resolution passed)
(II) Amendments to the Regulations Governing the Acquisition and Disposal of Assets
(III) Amendments to the Rules of Procedure for Shareholders' Meetings
Extempore Motions
Meeting Adjournment

Management Presentation

The Company’s 2025 Business Report is hereby submitted.
Explanation: Please refer to Attachment 1 for the 2025 Business Report (Pages 8-12).
The Audit Committee Review Report on the Company’s 2025 Financial Statements is hereby submitted.
Explanation: Please refer to Attachment 2 for the 2025 Audit Committee Review Report (Page 13).
The Company’s 2025 Distribution Proposal of Directors’ Remuneration and Employee Bonus is hereby submitted.
Explanation: The profits shall be distributed in accordance with the provisions in the Articles of Association of this Company and the Company Act, and 9%, that is, USD1,128,033 shall be set aside as employee remunerations; 2%, that is, USD250,674 shall be set aside as director remunerations; the profits shall be distributed in the form of cash.
The Company’s earnings distribution for 2025
Explanation:
(1) Please refer to Attachment 4 (page 24) the 2025 Earnings Distribution Table.
(2) Cash dividend distribution would be distributed until and rounding to NT dollar, with fractions of the dollar of the cash dividend being eliminated; the odds in total should be calculated into equity of the Company.
(3) The proposal for the distribution of cash dividends has been approved by the Board of Directors, with the record date for the suspension of conversion of corporate bonds, the ex-dividend date, and the payment date duly established. Should the number of outstanding shares subsequently change due to the conversion of corporate bonds into common shares, the repurchase, transfer, or cancellation of treasury shares, or other reasons arising from legal requirements, necessitating an adjustment to the dividend payout ratio, the Chairman is authorized to make such adjustment accordingly.

The status of Lending Funds to Others Parties.

Explanation: Please refer to Attachment 5 for the status of Lending Funds to Others Parties (Page 25).

The status of Endorsement and Guarantee Provided.

Explanation: Please refer to Attachment 6 for the status of Endorsement and Guarantee Provided (Page 26).

2025 corporate bond raising situation report.

Explanation: Please refer to Attachment 7 for the status of 2025 corporate bond raising situation report (Page 27).

Ratifications

Case No.1 (Proposed by the Board of Directors)

Proposal:

The Company’s operational and business report and financial statements for 2025.

Explanation:

The business report, earnings distribution table and consolidated financial statements for the year 2025 were duly audited by the CPAs of Deloitte & Touche, LIUYI-CHING and Chiu Cheng-Chun, with an unqualified opinion report. The Business Report and Consolidated Financial Statements have also been audited by the Audit Committee and submitted along with the review report.
Please refer to Attachment 1 (pages 8-12), Attachment 3 (pages 14-23).
The case is hereby submitted for ratification.

Resolution:

Case No.2 (Proposed by the Board of Directors)

Proposal:

The Company’s earnings distribution for 2025.

Explanation:

The 2025 Earnings Distribution Table was approved by the Board of Directors by resolution and submitted to the Audit Committee for review completed.
Please refer to Attachment 4 (page 24) the 2025 Earnings Distribution Table.
The case is hereby submitted for ratification.

Resolution:

Discussions

Case No.1 (Proposed by the Board of Directors)

Proposal:

The amendments to the Articles of Association. (Special Resolution passed)

Explanation:

The Company has revised partial provisions in accordance with the newly amended Checklist for Protecting the Interests of Shareholders of Registered Countries for Listings Of Foreign Entities by the competent authority by the Order No. 1151700475 from TWSE Issued on Feb. 4, 2026 and increase the Company's total capital to meet the Company's operating needs. Please refer to Attachment 8 for the comparison Table for amendments to the Articles of Association (Pages 28-30).
Please refer to Appendix 1 for before Amendment to the Articles of Association (Pages 41-94).
The case is hereby submitted for discussion.

Resolution:

Case No.2 (Proposed by the Board of Directors)

Proposal:

The amendments to the Regulations Governing the Acquisition and Disposal of Assets.

Explanation:

The Company has revised partial provisions in accordance with the newly amended Regulations Governing Loaning of Funds and Making of the Procedures the Acquisition or Disposition of Assets by the Public Companies by the Order No. 1140383333 from FSC issued on July 24, 2025. Please refer to Attachment 9 for the Comparison Table for Amendments to the Regulations Governing the Acquisition and Disposal of Assets (Pages 31-38).
The case is hereby submitted for discussion..

Resolution:

Case No.3 (Proposed by the Board of Directors)

Proposal:
The amendments to the Rules of Procedure for Shareholders Meetings of the Company.

Explanation:
1. The Company has revised partial provisions in accordance with the revision of the company's articles of association, the company here by proposes to amend some articles of the Rules of Procedure for Shareholders, Please refer to Attachment 10 for the Comparison Table for the Rules of Procedure for Shareholders Meetings (Pages 39-40).
2. Please refer to Appendix 2 for before Amendment to the Rules of Procedure for Shareholders Meetings (Pages 95-105).
3. The case is hereby submitted for discussion.

Resolution:

Extempore Motions

Meeting Adjournment

【Attachment 1】

BUSINESS REPORT TO SHAREHOLDERS

I. 2025 Business Report

Consolidated profit and loss comparison of operating results:

Unit:NTSthousands, Except Earnings PerShare

Year Item	2025	2024	Increase (decrease) Amount	Increase (decrease) ratio (%)
NET REVENUE	4,264,725	4,227,622	37,103	0.88%
GROSS PROFIT	1,373,136	1,418,311	(45,175)	(3.19)%
PROFITFROMOPERATIONS	401,419	318,497	82,922	26.04%
NON-OPERATING INCOME AND EXPENSES	3,245	75,660	(72,415)	(95.71)%
PROFIT BEFORE INCOME TAX	404,664	394,157	10,507	2.67%
NET PROFIT FOR THE YEAR	346,145	356,799	(10,654)	(2.99)%

Budget execution: The Company did not publicly disclose any financial forecasts for 2025.
Financial highlights and profitability analysis :

Item		2025	2024
Financial structure	Debt to total assets	28.63	28.66
	Long-term Capital to property and equipment	366.41	405.35
Liquidity analysis	Current ratio	354.68	345.90
	Quick ratio	254.02	269.74
Profitability analysis	ROA (%)	7.12	7.54
	ROE (%)	9.83	10.66
	Pre-tax Income to Paid-in Capital (%)	56.65	55.18
	Net profit rate (%)	8.12	8.44
	EPS after tax (NTD)	4.85	5.01

4. Research and development direction:

(1) In response to era of AI infrastructure construction and data center applications, the Company will continue to promote high-frequency, high-speed materials, and meet various special materials, precision, light, thin, and small application requirements to exploit the massive and promising business opportunities in the future.

(2) With the ubiquity of high-speed AI computation, industrial applications and green energy, the Company will promote multi-layer mixed high-end cooling materials with thermal conductivity of 9.0 and above, and cooling films of different grades to widen the lead of cooling materials.

(3) Actively intervene in semiconductor testing technology, move toward new material technology for probe boards that cannot be touched by probes, expand the market for applications using the Company's products, and continue to maintain advantages in the field of display technology applications.

(4) Continue to optimize ultra-high frequency applications used in aerospace radars, autonomous driving, and automotive radar applications to welcome the era of autonomous driving.

(5) With geopolitical conflicts escalating and showing no signs of abating, the global landscape is extremely unstable. Countries are continuously increasing their investment in military weapons. Therefore, the Company needs to focus more on product research, development and accreditation for defense and aerospace applications.

II. Summary of 2026 Business Plan

1. Business policy:

The Company continues to deepen its roots in copper clad laminate (CCL) related industries, adhering to the corporate values of "innovation, division of labor, cooperation, and sharing," as well as approaches in product orientation, global deployment and terminal equipment certification. We focus on providing high-performance products, and insist on good collaboration with customers, suppliers, employees, and shareholders. With the vision of providing global supply chain solutions from prototyping to mass production, we achieve high-standard management based on "quality, speed, cost, and service," and meet the product or technology requirements of the market and customers through continuous innovation in formulas and coating processes, with the mission to create greater corporate value. Furthermore, with the current tumultuous international relations, we must work to meet supply chain requirements that impose restrictions on regional production.

2. Expected production and sales situation:

The Company is based in Asia and has a balanced global development strategy. The sources of purchase orders are relatively balanced. Furthermore, with the rapid development of AI applications and the formation of two supply chains in China and the United States, the production base in Thailand, which is under construction, will be put into operation this year. Recently, raw material supply has been disrupted due to the

unexpected surge in AI, leading to significant price increases and shortages. Controlling supply and responding to costs change will be a key issue this year. The Company must be able to reflect costs in line with market demand. Furthermore, major competitors have significantly reduced production, stopped supplying low- and mid-range materials, and substantially extended delivery times due to tight supply. Therefore, the Company holds a positive outlook and expectation regarding new product development, new customer acquisition, and increased market penetration.

The Company has been successful in developing special materials. With the continued increase in certifications and purchase orders, the Company's production and sales will continue to grow. The Company's business philosophy does not focus on pursuing high growth in overall shipment volume, but rather concentrates its resources in high-margin products, including aluminum substrates, military and aerospace products, high-frequency and high-speed substrates, diverse products produced in small volumes for Europe and the United States, and residue-free laminates. High-frequency Teflon materials are used in defense applications, as are M6-grade high-speed no-flow PP sheets and low-loss high-heat-dissipating PP sheets. Newly developed high-speed no-flow residue-free laminate film products can be applied in AI infrastructure, which will lead to high-end applications in the handheld and wearable fields, and semiconductor AI chip testing. With the concerted efforts to expand various layouts, revenue is expected to be generated gradually, and the source of orders will be developed in a balanced manner.

Important production and sales strategies:

(1) Continue to intervene in products that require high reliability and certification, and improve the product and customer structure to increase profits and reduce competitive pressure.

(2) By allocating production capacity properly, and exploiting favorable business opportunities presented by the rapid growth of AI applications and the shortage of raw materials, the Company can promote the widespread use of energy-efficient products in terminal equipment, allowing them to embark on a similarly rapid growth trajectory.

(3) Diversify the development of product application fields, and engage in product innovation, including the insulation protection of various passive components and ground breaking development of new products for public welfare, allowing the Company's development become more balanced and making opportunities and profits more stable.

(4) Continue to improve the quality policy, increase investment in automation and smart manufacturing, and reduce costs. Continue to improve the efficiency and productivity

of teamwork, and stabilize the special production mode of large variety in small quantities.

(5) Complete the Thailand plant and leverage its location, regional policies, and industrial cluster advantages to solidify the Company's competitive position in the global electronic materials market so as to realize its long-term development strategy of cross-regional production and customer supply chain diversification.

III. Future Development Strategy

The Company will continue to pay attention to the application needs of various markets and spare no effort in bringing its comprehensive high-frequency and high-speed material product line to the market to gain recognition in terminal equipment use and a large number of PCB applications, thereby entering the mainstream market. In addition to consolidating our leading position in the heat control metal substrate market and further expanding our long-established presence in heat dissipation materials, we are actively pursuing breakthroughs in other application areas, including non-lighting thermal control, ultra-high-frequency radars, thermoplastic resins, and various film materials for active and passive components and AI applications. Furthermore, we will continue to strengthen our relations with supply chain partners by leveraging complementary resources, providing value-added services, ensuring stable business growth, and responding to market fluctuations. These strategies aim to expand our market share and lay a solid foundation for the Company's sustainable development. We hope to create greater value for shareholders, customers, and society through continuous innovation, strategic partnerships, and sound governance.

IV. The Impact of Competitors, Environmental Regulations, and Macroeconomic Environment

With increasing uncertainty in economic policies and the rise of protectionism, trade tensions are escalated. Apart from AI applications, investments in other fields have all but decreased. The current state of two supply chains in China and the United States has damaged market efficiency, distorted trade flows, and severely disrupted global supply chains. These developments make it harder for companies to do business and result in imbalance between countries and different industries, further affecting global economic development and growth.

The Company maintains strong operational resilience and a stable financial structure. In response to the above conditions, we remain committed to product R&D, focusing on innovative technologies. We adopt a unique development model and global strategy centered on producing a wide variety of products in small quantities and utilizing special

materials. This approach further differentiates us from our industry peers, establishes our irreplaceability, and enables us to proactively adapt to various changes to meet customer needs. Additionally, we are dedicated to promoting sustainable operations, prioritizing environmental protection, resource conservation, and green energy investments throughout our production processes, upholding our corporate social responsibility.

Besides complying with relevant laws and regulations, the Company also pays attention to changes in important domestic and foreign policies and laws, and plans immediate response measures to meet the Company's operational needs. Therefore, changes in important domestic and foreign policies and laws do not have a significant impact on the Company's financial position and business performance.

We sincerely thank our shareholders for their long-term support, encouragement, and care. The Company will continue to work hard to create value for customers, shareholders, employees, and society.

Chairman:

Manager:

Chief Accounting Officer:

【Attachment 2】

Ventec International Group Co., Ltd.
Audit Committee Review Report

The Board of Directors herewith submits the 2025 Business Report, Consolidated Financial Statements, and Profit Distribution Proposal, including the consolidated financial statements that have been audited by the Deloitte & Touche accounting firm, who have issued an audit report. The aforementioned business report, consolidated financial statement, and profit distribution proposal have been audited by this Audit Committee, and the Committee does not find any discrepancies. Thus, this report is made in conformity with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act; kindly review accordingly.

Sincerely,

Ventec International Group Co., Ltd.
2026 Shareholders' Meeting

Ventec International Group Co., Ltd.
Conver of the Audit Committee: Chen, Tsung-Hsi

16th March 2026

Independent Auditors' Report

【Attachment 3】

To Ventec International Group Co., Ltd.,

Opinion

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

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

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing the Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in 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. Personnel of our accounting firm who are required to comply with independence regulations have all maintained total independence from the Group, and also fulfill other responsibilities specified in the regulations. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

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

Key audit matters of the Group's consolidated financial statements for the year ended December 31, 2025 are described below:

Authenticity of specific sales revenue

There was a significant change in the Group's specific sales revenue in 2025. Hence, the authenticity of specific sales revenue was included as a key audit matter.

Please refer to Note 4 of the consolidated financial statements for the Group's accounting policy for recognizing revenue.

We have carried out the following audit procedures to verify the authenticity of sales revenue from specific customers described above:

Understand and test the design of the internal control system and effectiveness of implementation for verifying the authenticity of sales revenue from specific customers.
Sample transaction documents for the sales revenue from specific customers, including purchase orders, shipping documents, and collection documents.
Sample payees and the collection situation of specific customers to verify the authenticity of sales revenue.

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

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations endorsed and issued into effect by the FSC, and for maintaining internal controls necessary for 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 also 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.

The Group's governance units (including Audit Committee) are responsible for supervising the financial reporting process.

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

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

We utilized our professional judgment and maintained professional skepticism during the audit according to the Standards on Auditing. We also performed the following tasks:

Identified and assessed the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. Designed and implemented suitable response measures for the risks that were assessed. Obtained sufficient and suitable audit evidence as the basis for the audit opinion. Since fraud may involve collusion, forgery, intentional omission, untrue statements, or overstepping internal controls, the risk of material misstatement from failing to detect fraud is higher than from error.
We gained necessary understanding of internal controls that are of concern to the audit to design audit procedures suitable for the situation. However, the purpose is not to express an opinion on the effectiveness of the Group's internal controls.
We evaluated the appropriateness of accounting policies adopted by management and the reasonableness of accounting estimates and related disclosures.
Based on the audit evidence we obtained, we reached a conclusion on the appropriateness of management using the going concern basis of accounting, and whether there is material uncertainty of events or circumstances that may be cause for major concern about 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 conclusion is based on the audit

evidence we obtained as of the audit report date. Nevertheless, future events and circumstances may still cause the Group to lose its ability to continue as a going concern.

We evaluated the overall presentation, structure, and contents of the consolidated financial statements (including related notes), and whether or not the consolidated financial statements fairly present related transactions and events.
We obtained sufficient and appropriate audit evidence regarding the financial information of entities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the Group's audit. We remain solely responsible for our audit opinion.

Matters we communicated with the governance unit include the scope and time of the audit, as well as major findings in the audit (including significant deficiencies in internal control identified in the audit process).

We also provided the governance unit with a statement that personnel of our firm who are required to maintain independence according to the Code of Professional Ethics have maintained independence, and communicated all relationships and other matters (including related preventive measures) that may affect the independence of auditors with the governance unit.

We determined key audit matters of the Group's consolidated financial statements for the year ended December 31, 2025 from matters communicated with the governance unit. We describe the matters in the audit report, unless they are specific matters not permitted to be disclosed by the law, or in extremely rare circumstances, we decide not to communicate the specific matters in the audit report because the negative impact from the communication can be expected to be greater than the public benefit.

Deloitte & Touche, Taiwan

CPA Yi-Ching Liu

CPA Cheng-Chun Chiu

Securities and Futures Commission Approval Document No.
Jin-Guan-Zheng-Shen No. 1100356048

Securities and Futures Commission Approval Document No.
Jin-Guan-Zheng-Liu-Zi No. 0930160267

March 16, 2026

Ventec International Group Co., Ltd. and Subsidiaries

Consolidated Balance Sheets

For the Years Ended 2025 and 2024

Unit: In Thousands of NTD

Code	Assets	December 31, 2025		December 31, 2024
		Amount	%	Amount	%
Current assets
1100	Cash and Cash Equivalents (Notes 4 and 6)	$ 897,196	18	$ 965,403	20
1136	Financial assets at amortized cost - Current (Notes 4, 8, and 28)	97,086	2	448,680	9
1150	Notes receivable (Notes 4, 9, and 20)	61,220	1	61,225	1
1170	Accounts receivable (Notes 4, 9, and 20)	1,261,124	25	1,185,298	25
1200	Other receivables (Notes 4 and 9)	30,396	1	52,914	1
1220	Current tax assets (Notes 4 and 22)	4,479	-	2,868	-
1310	Inventories (Notes 4 and 10)	879,725	18	726,990	15
1410	Prepayments	55,163	1	42,228	1
1470	Other current assets	7,599	-	7,975	-
11XX	Total current assets	3,293,988	66	3,493,581	72
Non-current assets
1510	Financial assets at fair value through profit or loss - non-current (Notes 4 and 7)	1,251	-	-	-
1535	Financial assets at amortized cost - Non-current (Notes 4 and 8)	220,466	4	157,008	3
1600	Property, plant and equipment (Notes 4, 12, 16, and 28)	1,111,112	22	951,992	20
1755	Right-of-use assets (Notes 4 and 13)	166,889	3	132,807	3
1805	Goodwill (Notes 4 and 14)	71,320	2	74,395	1
1801	Intangible assets (Notes 4 and 15)	2,266	-	4,952	-
1840	Deferred tax assets (Notes 4 and 22)	36,976	1	43,159	1
1920	Refundable deposits	10,208	-	9,850	-
1990	Other non-current assets (Note 29)	85,425	2	1,145	-
15XX	Total non-current assets	1,705,913	34	1,375,308	28
1XXX	Total assets	$ 4,999,901	100	$ 4,868,889	100
Code	Liabilities and equity
Current liabilities
2100	Short-term borrowings (Note 16)	$ 47,058	1	$ -	-
2170	Accounts payable	378,023	8	484,368	10
2200	Other payables (Note 17)	416,937	8	478,831	10
2280	Lease liabilities - Current (Notes 4 and 13)	33,148	1	33,501	1
2230	Current tax liabilities (Notes 4 and 22)	18,030	-	2,209	-
2320	Current portion of long-term borrowings (Notes 12, 16, and 28)	15,020	-	8,357	-
2399	Other current liabilities (Note 20)	20,505	1	2,746	-
21XX	Total current liabilities	928,721	19	1,010,012	21
Non-current liabilities
2540	Long-term borrowings (Notes 12, 16, and 28)	174,772	4	79,352	2
2570	Deferred tax liabilities (Notes 4 and 22)	147,580	3	165,703	3
2580	Lease liabilities - Non-current (Notes 4 and 13)	70,590	1	32,294	1
2640	Net defined benefit liabilities - Non-current (Notes 4 and 18)	91,193	2	84,919	2
2600	Other non-current liabilities	18,717	-	23,099	-
25XX	Total non-current liabilities	502,852	10	385,367	8
2XXX	Total liabilities	1,431,573	29	1,395,379	29
Equity attributable to owners of the Company (Notes 4, 11, 19, and 24)
3100	Common stock	714,347	14	714,347	15
3200	Capital surplus	884,861	18	884,861	18
Retained earnings
3310	Legal reserve	360,657	7	325,027	7
3320	Special reserve	218,236	4	352,105	7
3350	Unappropriated earnings	1,424,518	29	1,215,406	25
3300	Total retained earnings	2,003,411	40	1,892,538	39
3400	Other equity	( 34,296 )	( 1 )	( 18,236 )	( 1 )
31XX	Total equity attributable to owners of the Company	3,568,323	71	3,473,510	71
36XX	Non-controlling interests (Notes 4 and 11)	5	-	-	-
3XXX	Total equity	3,568,328	71	3,473,510	71
Total liabilities and equity		$ 4,999,901	100	$ 4,868,889	100

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

Chairman: Wang, Yu-Tzu

Manager: Chung, Chien-Jen

Chief Accounting Officer: Chiao-Wei Tu

Ventec International Group Co., Ltd. and Subsidiaries
Consolidated Statements of Comprehensive Income
From January 1 to December 31, 2025 and 2024
Unit: In Thousands of NTD, Except Earnings Per Share

Code		2025		2024
		Amount	%	Amount	%
4100	Sales revenue (Note 4, 20, and 33)	$ 4,264,725	100	$ 4,227,622	100
5110	Cost of sales (Notes 4, 10, and 21)	2,891,589	68	2,809,311	66
5900	Gross profit	1,373,136	32	1,418,311	34
	Operating expenses (Notes 4, 9, and 21)
6100	Sales and marketing expenses	549,597	13	574,435	14
6200	General and administrative expenses	181,030	4	204,691	5
6300	Research and development expenses	240,457	6	319,810	7
6450	Expected credit impairment loss	633	-	878	-
6000	Total operating expenses	971,717	23	1,099,814	26
6900	Net operating income	401,419	9	318,497	8
	Non-operating income and expenses (Notes 4 and 21)
7100	Interest income	31,208	1	41,369	1
7010	Other income	14,079	-	14,903	-
7020	Other gains and losses	( 37,071 )	( 1 )	22,154	1
7510	Interest expenses	( 4,971 )	-	( 2,766 )	-
7000	Total non-operating income and expenses	3,245	-	75,660	2
7900	Net income before tax	404,664	9	394,157	10
7950	Income tax expense (Notes 4 and 22)	58,519	1	37,358	1
8200	Net income for the year	346,145	8	356,799	9

(Continued on next page)

(Continued from previous page)

Code		2025		2024
		Amount	%	Amount	%
	Other comprehensive income (Notes 4 and 18)
	Items that will not be reclassified subsequently to profit or loss:
8311	Remeasurement of defined benefit plans	$ 4,034	-	($ 498)	-
8341	Exchange differences arising in translation to the presentation currency	(235,418)	(5)	213,446	5
8310		(231,384)	(5)	212,948	5
	Items that may be reclassified subsequently to profit or loss:
8361	Exchange differences in translating the financial statements of foreign operations	219,358	5	(79,577)	(2)
8300	Other comprehensive income for the year	(12,026)	-	133,371	3
8500	Total comprehensive income for the year	$ 334,119	8	$ 490,170	12
	Net profit attributable to:
8610	Owners of the Company	$ 346,145	8	$ 356,799	9
8620	Non-controlling interests	-	-	-	-
8600		$ 346,145	8	$ 356,799	9
	Total comprehensive income attributable to:
8710	Owners of the Company	$ 334,119	8	$ 490,170	12
8720	Non-controlling interests	-	-	-	-
8700		$ 334,119	8	$ 490,170	12
	Earnings Per Share (Note 23)
9750	Basic	$ 4.85		$ 5.01
9850	Diluted	$ 4.81		$ 4.95

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

Chairman: Wang, Yu-Tzu

Manager: Chung, Chien-Jen

Chief Accounting Officer: Chiao-Wei Tu

Unit: In Thousands of NTD
Vente International Group Co., Ltd. and Subsidiaries
Consolidated Statements of Changes in Equity
From January 1 to December 31, 2025 and 2024

Code	Shares (in thousands)	Common stock (Notes 4 and 19)		Retained earnings (Note 19)			Other equity (Notes 4, 11, 19, and 24)		Non-controlling interests (Notes 4 and 11)	Total equity
		Amount	Capital surplus (Notes 4 and 19)	Legal reserve	Special reserve	Unappropriated earnings	Exchange differences in translating the financial statements of foreign operations	Unearned employee benefits
A1	Balance on January 1, 2024	71,435	$ 714,347	$ 884,861	$ 283,957	$ 314,580	$ 1,177,006	($ 152,105)	$ 4,165	$ 3,218,481
Appropriation and distribution of 2023 earnings
B1	Legal reserve	-	-	-	41,070	-	( 41,070 )	-	-	-
B3	Special reserve	-	-	-	-	37,525	( 37,525 )	-	-	-
B5	Cash dividends to shareholders	-	-	-	-	-	( 239,306 )	-	-	( 239,306 )
D1	Net income for 2024	-	-	-	-	-	356,799	-	-	356,799
D3	Other comprehensive income after tax for 2024	-	-	-	-	-	( 498 )	133,869	-	133,371
D5	Total comprehensive income for 2024	-	-	-	-	-	356,301	133,869	-	490,170
N1	Issuance of ordinary shares under employee restricted shares	-	-	-	-	-	-	-	4,165	4,165
Z1	Balance on December 31, 2024	71,435	714,347	884,861	325,027	352,105	1,215,406	( 18,236 )	-	3,473,510
Appropriation and distribution of 2024 earnings
B1	Legal reserve	-	-	-	35,630	-	( 35,630 )	-	-	-
B3	Special reserve	-	-	-	-	( 133,869 )	133,869	-	-	-
B5	Cash dividends to shareholders	-	-	-	-	-	( 239,306 )	-	-	( 239,306 )
O1	Increase in non-controlling interests	-	-	-	-	-	-	-	-	5
D1	Net income for 2025	-	-	-	-	-	346,145	-	-	346,145
D3	Other comprehensive income after tax for 2025	-	-	-	-	-	4,034	( 16,060 )	-	( 12,026 )
D5	Total comprehensive income for 2025	-	-	-	-	-	350,179	( 16,060 )	-	334,119
Z1	Balance on December 31, 2025	71,435	$ 714,347	$ 884,861	$ 360,657	$ 218,236	$ 1,424,518	($ 34,296 )	$ -	$ 3,568,323

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

Chairman: Wang, Yu-Tzu
Manager: Chung, Chien-Jen
Chief Accounting Officer: Chiao-Wei Tu

Ventec International Group Co., Ltd. and Subsidiaries
Consolidated Statements of Cash Flows
From January 1 to December 31, 2025 and 2024
Unit: In Thousands of NTD

Code		2025	2024
Cash flows from operating activities
A10000	Net income before tax for this period	$ 404,664	$ 394,157
A20010	Income and expense item
A20100	Depreciation expenses	169,490	183,593
A20200	Amortization expenses	2,892	2,865
A20300	Expected credit impairment loss	633	878
A20400	Net gain on financial assets and liabilities at fair value through profit or loss	( 594 )	-
A20900	Interest expenses	4,971	2,766
A21200	Interest income	( 31,208 )	( 41,369 )
A21300	Dividend income	( 13 )	-
A21900	Compensation costs of employee restricted shares	-	4,165
A22500	Net gain on disposal of property, plant and equipment	( 2,059 )	( 2 )
A23800	Inventory valuation and obsolescence (gain on value recovery) losses	( 28,262 )	3,660
A24100	Net gain on foreign currency exchange	( 1,203 )	( 41 )
A30000	Net changes in operating assets and liabilities
A31130	Notes receivable	( 92 )	44,263
A31150	Accounts receivable	( 77,290 )	59,622
A31180	Other receivables	1,348	( 10,652 )
A31200	Inventories	( 119,128 )	57,257
A31230	Prepayments	( 12,424 )	8,449
A31240	Other current assets	( 18 )	( 2,134 )
A32150	Accounts payable	( 103,256 )	1,594
A32180	Other payables	( 11,123 )	( 41,015 )
A32230	Other current liabilities	17,923	( 1,636 )
A32240	Net defined benefit liabilities	10,309	5,989
A33000	Cash generated from operations	225,560	672,409
A33100	Interest received	50,962	41,369
A33300	Interest paid	( 4,813 )	( 2,913 )
A33500	Income tax paid	( 46,697 )	( 76,576 )
AAAA	Net cash inflow from operating activities	225,012	634,289

(Continued on next page)

(Continued from previous page)

Code		2025	2024
	Cash flows from investing activities
B00040	Decrease (increase) in financial assets at amortized cost	$ 262,599	($ 108,051)
B00100	Acquisition of financial assets at fair value through profit or loss	( 1,053 )	-
B00200	Sale of financial assets at fair value through profit or loss	396	-
B02700	Acquisition of property, plants, and equipment	( 343,767 )	( 87,109 )
B02800	Proceeds from disposal of property, plants, and equipment	17,975	1,239
B03700	Decrease (increase) in guarantee deposits paid	( 478 )	419
B06800	Decrease (Increase) in other non-current assets	( 41,285 )	146
B07600	Dividend received	13	-
BBBB	Net cash used in investing activities	( 105,600 )	( 193,356 )
	Cash flows from financing activities
C00100	Increase in short-term loans	51,494	-
C01600	Issuance of long-term loans	106,185	-
C01700	Repayments of long-term borrowings	( 8,613 )	( 15,571 )
C03100	Decrease in refundable deposits	( 479 )	( 1,052 )
C04020	Repayments of the principal portion of lease liabilities	( 47,438 )	( 50,146 )
C04300	Decrease in other non-current liabilities	( 3,286 )	( 3,463 )
C04500	Payment of dividends to shareholders	( 238,990 )	( 238,992 )
CCCC	Net cash outflow from financing activities	( 141,127 )	( 309,224 )
DDDD	Effects of exchange rate changes on cash and cash equivalents	( 46,492 )	25,177
EEEE	Net increase (decrease) in cash and cash equivalents	( 68,207 )	156,886
E00100	Opening balance of cash and cash equivalents	965,403	808,517
E00200	Ending balance of cash and cash equivalents	$ 897,196	$ 965,403

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

Chairman: Wang, Yu-Tzu Manager: Chung, Chien-Jen Chief Accounting Officer: Chiao-Wei Tu

【Attachment 4】

Ventec International Group Co., Ltd.
Earnings Distribution Table
2025
Unit: NT$

Item	Amount
Undistributed earnings at the beginning of the period	1,074,338,017
Plus: Net profit for the current year	346,144,769
Plus: Remeasurement of defined benefit plans	4,034,742
Less: Appropriation of Legal Reserve	(35,017,951)
Less: Appropriation of special reserves	(16,059,888)
Distributable earnings of the current year	1,373,439,689

Distribution Items
Shareholders’ bonus - cash (NT$3.35 per share)	239,306,396

Undistributed earnings at the end of the period	1,134,133,293

Note1: Actual dividend per share will be calculated based on the actual issued and outstanding shares as of the record date for the distribution.

Chairman: Wang, Yu-Tzu Manager: Chung, Chien-Jen Chief Accounting Officer: Chiao-Wei Tu

[Attachment 5]

Ventec International Group Co., Ltd. and Subsidiaries

Financing Provided

From January 1 to December 31, 2025

Unit: In Thousands of NTD, Unless Specified Otherwise

No. (Note 1)	Lender	Borrower	Financial statement account	Related parties	Highest balance for the period (Note 4)	Ending balance (Note 4)	Actual borrowing amount (Note 4)	Interest rate	Nature for financing (Note 2)	Business transaction amount	Reason for short-term financing	Allowance for bad debts	Collateral		Financing limit for each borrower (Notes 3 and 4)	Financing company's total financing amount limits (Notes 3 and 4)	Note
													Item	Value
1	VT HK	VIG SAMOA	Other receivables	Yes	$	415,285	$	315,777	$	315,777	-	2	$ -	Operating capital needed	$ -	(None)	$ -	$ 3,350,050	$ 6,700,100
				(USD	13,213)	(USD	10,047)	(USD	10,047)									(USD	106,588)	(USD	213,176)
1	VT HK	VT UK	Other receivables	Yes	110,005	24,924	24,924	24,924	1.88%	2	-	-	Operating capital needed	-	(None)	-	-	3,350,050	6,700,100
				(USD	3,500)	(USD	793)	(USD	793)									(USD	106,588)	(USD	213,176)
1	VT HK	VT USA	Other receivables	Yes	125,720	125,720	125,720	125,720	-	-	2	-	Operating capital needed	-	(None)	-	-	3,350,050	6,700,100
				(USD	4,000)	(USD	4,000)	(USD	4,000)									(USD	106,588)	(USD	213,176)
1	VT HK	VT DE	Other receivables	Yes	142,126	142,126	142,126	142,126	1.88%	2	-	-	Operating capital needed	-	(None)	-	-	3,350,050	6,700,100
				(USD	4,522)	(USD	4,522)	(USD	4,522)									(USD	106,588)	(USD	213,176)

Note 1: The number "0" represents the Company. The subsidiaries are numbered in order from number 1.
Note 2: Types of financing were as follows:
1. Business and trade.
2. Short-term financing.
Note 3: The limitations of financing amounts were as follows:
1. Financing provided by the Company cannot exceed 50% of the Company's net asset value.
2. The financing limits where the Company directly and indirectly holds voting right shares of subsidiaries at 100% are as follows: The total and individual financing amount cannot exceed 20 times and 10 times of the Company's net asset value, respectively. The calculation of net asset value was based on lender's net asset value as of December 31, 2025.
Note 4: The calculation was based on the spot exchange rate of USD to NTD on December 31, 2025.
Note 5: All intercompany transactions have been eliminated on consolidation.

[Attachment 6]

Ventec International Group Co., Ltd. and Subsidiaries

Endorsements/Guarantees Provided

From January 1 to December 31, 2025

Unit: In Thousands of NTD, Unless Specified Otherwise

No. (Note 1)	Endorser/guarantor	Endorsee/guarantee		Limit on endorsements/guarantees provided to a single party (Notes 2 and 3)	Maximum amount endorsed/guaranteed for the period (Note 3)	Outstanding endorsement/guarantee at the end of period (Note 3)	Actual borrowing amount (Note 3)	Amount of endorsements/guarantees secured by assets	Ratio of accumulated endorsement/guarantee to net equity in the latest financial statements	Maximum endorsed/guaranteed amount (Notes 2 and 3)	Parent company to subsidiary (Note 4)	Subsidiary to parent company (Note 4)	Parent company to subsidiary in China (Note 4)
		Name	Relationship
0	VIG CAYMAN	VT HK	Subsidiary	$ 7,136,646	$ 392,875	$ 361,445	$ -	$ -	10.13%	$ 14,273,292	Y	N	N
				(USD 227,066)	(USD 12,500)	(USD 11,500)				(USD 454,132)
0	VIG CAYMAN	VT TW	Subsidiary	7,136,646	912,444	912,444	95,076	-	25.57%	14,273,292	Y	N	N
				(USD 227,066)	(USD 29,031)	(USD 29,031)	(USD 3,025)			(USD 454,132)
0	VIG CAYMAN	VT SZ	Subsidiary	7,136,646	125,720	-	-	-	-	14,273,292	Y	N	Y
				(USD 227,066)	(USD 4,000)					(USD 454,132)
0	VIG CAYMAN	VT UK	Subsidiary	7,136,646	31,430	31,430	-	-	0.88%	14,273,292	Y	N	N
				(USD 227,066)	(USD 1,000)	(USD 1,000)				(USD 454,132)
0	VIG CAYMAN	VT DE	Subsidiary	7,136,646	47,145	47,145	-	-	1.32%	14,273,292	Y	N	N
				(USD 227,066)	(USD 1,500)	(USD 1,500)				(USD 454,132)
0	VIG CAYMAN	VT TH	Subsidiary	7,136,646	291,922	291,922	141,529	-	8.18%	14,273,292	Y	N	N
				(USD 227,066)	(USD 9,288)	(USD 9,288)	(USD 4,503)			(USD 454,132)
1	VIG HK	VT UK	Fellow subsidiary	268,256	9,240	9,240	-	-	0.34%	536,512	N	N	N
				(USD 8,535)	(USD 294)	(USD 294)				(USD 17,070)
2	VT TW	VT HK	Fellow subsidiary	2,264,275	471,450	471,450	-	-	104.11%	2,717,130	N	N	N
				(USD 72,040)	(USD 15,000)	(USD 15,000)				(USD 86,448)

Note 1: The number "0" represents the Company. The subsidiaries are numbered in order from number 1.
Note 2: The limits of endorsements/guarantees amounts were as follows:
1. For VIG CAYMAN, the total amount of endorsement/guarantee provided and the limit on endorsement/guarantee amounts provided to each guaranteed party cannot exceed $400\%$ and $200\%$ of the Company's net asset value, respectively. This net asset value is based on December 31, 2025 net value.
2. For VIG HK, the total amount of endorsement/guarantee provided and the limit on endorsement/guarantee amounts provided to each guaranteed party cannot exceed $20\%$ and $10\%$ of the Company's net asset value, respectively. This net asset value is based on December 31, 2025 net value.
3. For VT TW, the total amount of endorsement/guarantee provided and the limit on endorsement/guarantee amounts provided to each guaranteed party cannot exceed $600\%$ and $500\%$ of the Company's net asset value, respectively. This net asset value is based on December 31, 2025 net value.
Note 3: The calculation was based on the spot exchange rate of USD to NTD on December 31, 2025.
Note 4: Endorsement/guarantee given by a parent which is a listed company on behalf of subsidiaries, endorsement/guarantee given by subsidiaries on behalf of a parent which is a listed company, and endorsement/guarantee given on behalf of companies in China must fill in Y.

[Attachment 7]

Ventec International Group Co., Ltd.

Year 2025 Annual Corporate Bond Raising Situation Report

Type of Corporate Bonds	First Domestic Unsecured Convertible Corporate Bonds	Second Domestic Unsecured Convertible Corporate Bonds
Purpose of funds	The funds will be used for plant construction, machinery and equipment purchase, and working capital.
Approving authority	Financial Supervisory Commission (FSC)
The Taipei Exchange
Date Approved for Issuance	Approved by the Financial Supervisory Commission (FSC) on December 30, 2025 (Letter No. 1140367859, Securities and Futures Bureau) and by the Taipei Exchange (TPEx) on January 16, 2026 (Letter No. 11500002192).	Approved by the Financial Supervisory Commission (FSC) on December 30, 2025 (Letter No. 11403678591, Securities and Futures Bureau) and by the Taipei Exchange (TPEx) on January 28, 2026 (Letter No. 11500004052).
Total Amount Issued (NTD)	NT$500,000,000	NT$579,358,560
Par Value (NTD)	NT$100,000 per bond	NT$100,000 per bond
Date of Issuance (Processing)	January 22, 2026	February 3, 2026
Maturity Date	January 22, 2031	February 3, 2031
Period	5 years	5 years
Coupon Rate	0%	0%
Repayment Method	Bullet repayment	Bullet repayment
Trustee	Bank SinoPac Co., Ltd., Sinopac Trust Service	Bank SinoPac Co., Ltd., Sinopac Trust Service
Underwriting Institution	SinoPac Securities Corporation	SinoPac Securities Corporation
Agent for Principal Redemption and Bond Conversion	Stock Agency Department, Yuanta Securities Co., Ltd.	Stock Agency Department, Yuanta Securities Co., Ltd.
Fund Utilization Plan Execution Status	The 1st and 2nd series of unsecured ordinary corporate bonds for 2025, with an aggregate principal amount of NT$1,079,358,560 thousand, are issued for the purpose of plant construction, machinery and equipment acquisition, and working capital replenishment. For further details, please visit MOPS.

【Attachment 8】

Ventec International Group Co., Ltd. Comparison Table for ARTICLES OF ASSOCIATION

No.	Current Provisions	Proposed Amendments	Explanations 修正理由
Article 2	Add new term definitions.	(1) In these Articles the following terms shall have the meanings set opposite unless the context otherwise requires: Vice Chairman has the meaning given thereto in Article 69.	In order to facilitate the addition of the Vice Chairman position in the Company, a corresponding definition is added in Article 2.
Article 34	(1) During the Relevant Period, at least thirty (30) days' notice of an annual general meeting and fifteen (15) days' notice of an extraordinary general meeting shall be given to each Member, and subject to the Law and the Applicable Listing Rules, the Company may make a public announcement of a notice of general meeting to Members holding less than 1,000 Shares instead of delivering the same to each Member. The period of notice shall be exclusive of the day on which it is served and of the day on which the general meeting is to be held. Such notice shall be in writing, shall specify the place, the day and the time of meeting and the agenda and the proposals to be resolved at the general meeting and shall be given in the manner hereinafter described or	(1) During the Relevant Period, at least thirty (30) days' notice of an annual general meeting and fifteen (15) days' notice of an extraordinary general meeting shall be given to each Member. The period of notice shall be exclusive of the day on which it is served and of the day on which the general meeting is to be held. Such notice shall be in writing, shall specify the place, the day and the time of meeting and the agenda and the proposals to be resolved at the general meeting and shall be given in the manner hereinafter described or be given via electronic communications if previously consented by the Members and permitted by the Law and the Applicable Listing Rules.	n order to comply with the amendments to the "Checklist for Protection of Shareholders' Rights and Interests in the Country of Incorporation of Foreign Issuers" (the "Checklist for Protection of Shareholders'

| No. | Current Provisions | Proposed Amendments | Explanations
修正理由 |
| --- | --- | --- | --- |
| | be given via electronic communications if previously consented by the Members and permitted by the Law and the Applicable Listing Rules. | | Rights and Interests") announced by the TSE under Reference No. 1151700475 on February 4, 2026, Paragraph 1 of Article 34 is hereby revised. |
| Article 37 | During the Relevant Period, the Company shall prepare a manual for each general meeting, and such manual and relevant materials shall be published on the website designated by the Commission, the TPEx or the TWSE (where applicable) twenty-one (21) days prior to the scheduled date of the relevant annual general meeting and fifteen (15) days prior to the scheduled date of the relevant extraordinary general meeting pursuant to the Applicable Listing Rules. However, in the event the Company's total paid-in capital as of the close of the most recent financial year reaches NT$2 billion or more, or when the aggregate number of Shares held by the foreign investors and Mainland Chinese investors reached thirty percent (30%) or more as recorded in the Register at the time of holding of the general meeting in the most recent financial year, the Company shall upload the electronic files of the abovementioned manual and relevant materials thirty (30) days prior to the scheduled date of the relevant annual general meeting. | During the Relevant Period, the Company shall prepare a manual for each general meeting, and such manual and relevant materials shall be published on the website designated by the Commission, the TPEx or the TWSE (where applicable) thirty (30) days prior to the scheduled date of the relevant annual general meeting and fifteen (15) days prior to the scheduled date of the relevant extraordinary general meeting pursuant to the Applicable Listing Rules. | In order to comply with the requirements of the Checklist for Protection of Shareholders' Rights and Interests, Article 37 is hereby revised. |

| No. | Current Provisions | Proposed Amendments | Explanations
修正理由 |
| --- | --- | --- | --- |
| Article 69 | A chairman of the Board (the “Chairman”) shall be elected from among the Directors and appointed in term by a majority of the Directors present at a Board meeting attended by at least two-thirds of all of the Directors then in office. The Chairman shall externally represent the Company and internally preside as the chairman at every Board meeting and at every general meeting convened by the Board. In the event the Chairman is not present at a meeting or cannot or will not exercise his power and authority for any cause, he shall designate one of the Directors to act on his behalf. In the absence of such designation, the Directors present at the meeting shall elect from among themselves an acting chairman. | A chairman of the Board (the “Chairman”) shall be elected from among the Directors and appointed in term by a majority of the Directors present at a Board meeting attended by at least two-thirds of all of the Directors then in office, and a vice chairman of the Board (the “Vice Chairman”) may also be elected and appointed in the same manner. The Chairman shall externally represent the Company and internally preside as the chairman at every Board meeting and at every general meeting convened by the Board. In the event the Chairman is not present at a meeting or cannot or will not exercise his power and authority for any cause, the Vice Chairman shall act on his behalf. In case there is no Vice Chairman or the Vice Chairman is also unable to present at a meeting or cannot or will not exercise such power and authority for any cause, the Chairman shall designate one of the Directors to act on his behalf. In the absence of such designation, the Directors present at the meeting shall elect from among themselves an acting chairman. | To accommodate operational needs, the Company intends to establish the position of Vice Chairman. Accordingly, with reference to Article 208 of the Taiwan Company Act, the provisions of Article 69 are amended. |

【Attachment 9】

Ventec International Group Co., Ltd.

Comparison Table for Amendments to the Regulations

Governing the Acquisition and Disposal of Assets

Before amendment	After amendment
Article 7: Procedures for acquiring or disposing of real property, equipment and right-of-use assets thereof
1.(omitted)
2. Procedures for determining trading conditions and authorization limits
2.1 When acquiring or disposing of real property or right-of-use assets thereof, the trading conditions and prices shall be determined with reference to the real property's publicly announced current value, appraised value, actual transaction prices of nearby real property, and an analysis report shall be made. If the amount is less than NT $100 million (inclusive), it shall be approved level by level in accordance with the authorization regulations; If the amount exceeds NT $100 million, it shall be submitted to the board of directors for approval.
2.2 When acquiring or disposing of equipment or right-of-use assets thereof shall be conducted by price inquiries, price comparison, price negotiation, or request for bids. If the amount is less than NT $100 million (inclusive), it shall be approved level by level in accordance with the authorization regulations; If the amount exceeds NT $100 million, it shall be submitted to the board of directors for approval.
3. (omitted)
4. Appraisal report of real property, equipment or right-of-use assets thereof
4.1. In acquiring or disposing of real property, equipment, or right-of-use assets thereof where the transaction amount reaches 20	Article 7: Procedures for acquiring or disposing of real property, equipment and right-of-use assets thereof
1.(omitted)
2. Procedures for determining trading conditions and authorization limits
2.1 When acquiring or disposing of real property or right-of-use assets thereof, the trading conditions and prices shall be determined with reference to the real property's publicly announced current value, appraised value, actual transaction prices of nearby real property, and an analysis report shall be made. If the amount is less than NT $90 million (inclusive), it shall be approved level by level in accordance with the authorization regulations; If the amount exceeds NT $90 million, it shall be submitted to the board of directors for approval.
2.2 When acquiring or disposing of equipment or right-of-use assets thereof shall be conducted by price inquiries, price comparison, price negotiation, or request for bids. If the amount is less than NT $90 million (inclusive), it shall be approved level by level in accordance with the authorization regulations; If the amount exceeds NT $90 million, it shall be submitted to the board of directors for approval.
3. (omitted)
4. Appraisal report of real property, equipment or right-of-use assets thereof

Before amendment	After amendment
percent of the company's paid-in capital or NT$300 million or more, the company, unless transacting with a domestic government agency, engaging others to build on its own land, engaging others to build on rented land, or acquiring or disposing of equipment or right-of-use assets thereof held for business use, shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser and shall further comply with the following provisions... (omitted)	4.1. In acquiring or disposing of real property, equipment, or right-of-use assets thereof where the transaction amount reaches 20 percent of the paid-in capital or NT$300 million or more of the company acquiring the asset, the company, unless transacting with a domestic government agency, engaging others to build on its own land, engaging others to build on rented land, or acquiring or disposing of equipment or right-of-use assets thereof held for business use, shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser and shall further comply with the following provisions... (omitted)
Article 8: Procedures for acquiring or disposing of securities investment
1.(omitted)
2.Procedures for determining trading conditions and authorization limits
2.1. When the Company acquires or disposes of securities that are already traded on the securities exchange or business premises of securities firms, transactions shall be determined on the basis of market prices, and the amount shall be less than or equal to NT $300 million, which shall be handled after being ordered by the chairman of the board; If the amount exceeds NT $300 million, it shall be reported to the board of directors for ratification afterwards.
2.2. When the Company acquires or disposes of securities that are not traded on the securities exchange or business premises of securities firms, the Company shall ,prior to the date of occurrence of the event, obtain financial statements of the issuing company for the most recent period, certified or reviewed by a certified public accountant, for reference in appraising the transaction price. In addition, considering its net worth per share,	Article 8: Procedures for acquiring or disposing of securities investment
1.(omitted)
2.Procedures for determining trading conditions and authorization limits
2.1. When the Company acquires or disposes of securities that are already traded on the securities exchange or business premises of securities firms, transactions shall be determined on the basis of market prices, and the amount shall be less than or equal to NT $90 million, which shall be handled after being ordered by the chairman of the board; If the amount exceeds NT $90 million, it shall first be submitted to the board of directors for approval before proceeding.
2.2. When the Company acquires or disposes of securities that are not traded on the securities exchange or business premises of securities firms, the Company shall, prior to the date of occurrence of the event, obtain financial statements of the issuing company for the most recent period, certified or reviewed by a certified public accountant, for reference in appraising the transaction price. In addition, considering its net worth per share,

Before amendment	After amendment
share, profitability and future development potential, If the amount of a single transaction is less than or equal to NT $300 million, it shall be handled after being determined by the chairman of the board; If the amount exceeds NT $300 million, it shall be approved by the chairman and submitted to the board of directors for ratification.

2.3. When the Company acquires or disposes of short-term securities by the use of short-term idle funds, the amount standard can be increased to 20% of the company's paid in capital.
... (omitted) | profitability and future development potential, when necessary, the general manager shall determine whether to engage a certified public accountant to provide an opinion on the reasonableness of the transaction price, so as to enhance the rationality and necessity of the investment proposal, which shall then be submitted to the board of directors for approval before proceeding. |
| Article 9: Procedures for acquiring or disposing of intangible assets or right-of-use assets thereof or memberships
1.(omitted)
2.Procedures for determining trading conditions and authorization limits
a) To acquire or dispose of memberships, the trading conditions and prices shall be determined with reference to the fair market price of the market, and an analysis report shall be prepared and submitted to the general manager. If the amount is less than NT $1 million, it shall be submitted to the general manager for approval and shall be submitted to the latest board meeting for filing; If the amount exceeds NT $1 million, it shall be submitted to the board of directors for approval before proceeding.
b) To acquire or dispose of intangible assets or right-of-use assets thereof, the trading conditions and prices shall be determined by referring to the expert evaluation report or the fair market price. If the amount is less than or equal to NT $100 million, it shall be approved by the chairman of the board; If the transaction amount exceeds NT $100 million, | Article 9: Procedures for acquiring or disposing of intangible assets or right-of-use assets thereof or memberships
1.(omitted)
2.Procedures for determining trading conditions and authorization limits
a) To acquire or dispose of memberships, the trading conditions and prices shall be determined with reference to the fair market price of the market, and an analysis report shall be prepared and submitted to the general manager. If the amount is less than NT $1 million, it shall be carried out upon approval by the general manager; if the amount is less than NT $5 million, it shall be carried out upon approval by the chairman; if the amount exceeds NT $5 million, it shall be submitted to the board of directors for approval before proceeding.
b) To acquire or dispose of intangible assets or right-of-use assets thereof, the trading conditions and prices shall be determined by referring to the expert evaluation report or the fair market price. If the amount is less than or equal to NT $50 million, it shall be approved by |

Before amendment	After amendment
it shall be approved by the board of directors in advance.
…… (omitted)
4. Report on expert evaluation opinions of intangible assets or right-of-use assets thereof or memberships
4.1. Where the company acquires or disposes of memberships and the transaction amount reaches NT $ 4 million or more, an expert shall be requested to issue a valuation report.
4.2. Where the company acquires or disposes of intangible assets or right-of-use assets thereof and the transaction amount reaches NT $10 million or more, an expert shall be requested to issue a valuation report.
…… (omitted)	the chairman of the board; if the transaction amount exceeds NT $50 million, it shall be approved by the board of directors in advance.
…… (omitted)
4. Report on expert evaluation opinions of intangible assets or right-of-use assets thereof or memberships
4.1. Where the company acquires or disposes of memberships and the transaction amount reaches NT $5 million or more, an expert shall be requested to issue a valuation report
4.2. Where the company acquires or disposes of intangible assets or right-of-use assets thereof and the transaction amount reaches NT $50 million or more, an expert shall be requested to issue a valuation report
…… (omitted)
Article 10: Procedures for acquiring or disposing of real property, equipment and right-of-use assets thereof from or to a related party
1. (omitted)
2. Evaluation and operation procedures
…… (omitted)
G. Restrictive covenants and other important stipulations associated with the transaction. With respect to the types of transactions listed below, when to be conducted between the company and its parent or subsidiaries, or between its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital, the company's board of directors may pursuant to Article 7, paragraph 2 delegate the board chairman to decide such matters when the transaction is within a certain amount and have the decisions subsequently submitted to and ratified by the next board of directors meeting:
…… (omitted)	Article 10: Procedures for acquiring or disposing of real property, equipment and right-of-use assets thereof from or to a related party
1. (omitted)
2. Evaluation and operation procedures
…… (omitted)
G. Restrictive covenants and other important stipulations associated with the transaction. With respect to the types of transactions listed below, when to be conducted between the company and its parent or subsidiaries, or between its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital, the company's board of directors may pursuant to Article 7, paragraph 2 delegate the board chairman to decide such matters when the transaction is within the amount and have the decisions subsequently submitted to and ratified by the next board of directors meeting:
…… (omitted)

Before amendment	After amendment
Article 11: Procedures for acquiring or disposing of derivatives
1. Transaction type:
1.1. Non trading: hedging transactions not for trading purposes.
1.2. Transactional: non hedging transactions for trading purposes. The company does not engage in trading operations.
2. Operating or hedging strategies:
The company engages in derivatives trading on the principle of risk aversion and uses the company's receivables and payables arising from business or the net positions offset by the balance sheet date, amount and currency. Before the transaction, it must be determined as a hedging operation.
3... (omitted)
4. Trading limit, the maximum loss limit on total trading and for individual contracts
4.1. The company's overall hedging contract is limited to hedging not exceeding the company's receivables and payables arising from business or the net positions offset by the balance sheet date, amount and currency within the next six months.
4.2. ... (omitted)
5. Performance evaluation: it shall be measured and evaluated based on the hedging strategy and submitted to the general manager every month.
6. Operation procedure:
6.1-6.3... (omitted)
6.4. Decision making and authorization levels (non trading): those handled in accordance with the following table and approved by the general manager or the chairman of the board of directors shall be reported to the board of directors of the latest period afterwards. ... (omitted)
7. (omitted)
8. Regular evaluation method, irregular	Article 11: Procedures for acquiring or disposing of derivatives
1. Transaction type:
1.1. Non trading: for the purpose of hedging risks arising from foreign currency assets or liabilities held, or anticipated transactions.
1.2. Transactional: all transactions other than those non-trading purposes.
2. Operating or hedging strategies:
The company engages in derivatives trading; where such transactions are non-trading, they are on the principle of risk aversion and uses the company's receivables and payables arising from business or the net positions offset by the balance sheet date, amount and currency. Before the transaction, it must be determined as a hedging operation.
3... (omitted)
4. Trading limit, the maximum loss limit on total trading and for individual contracts
4.1 The total contract, if not for trading purposes, is limited to hedging not exceeding the company's receivables and payables arising from business or the net positions offset by the balance sheet date, amount and currency within the next six months; if for trading purposes, it is limited to US $5 million.
4.2. ... (omitted)
5. Performance evaluation: The finance department shall regularly review operational performance and conduct mark-to-market valuation at the end of each month. The evaluation results shall be submitted to the general manager for review. In case of any abnormality in the evaluation report, it shall be immediately reported to the general manager and necessary corrective actions shall be taken. After the annual closing, a summary report on the year's performance shall be prepared and submitted to the general manager for review.

Before amendment	After amendment
circumstances handling and supervision:
8.1. Hedging transactions shall be evaluated at least twice a month, and the evaluation report shall be submitted to the general manager
8.2. (omitted)
8.3. The evaluation report on hedging transactions shall be submitted at the meeting of the board of directors. When irregular circumstances are found in trading and profit-loss circumstances, where a company has independent directors, an independent director shall be present at the meeting and express an opinion.	6. Operation procedure:
6.1-6.3... (omitted)
6.4. Decision making and authorization levels (non trading): those handled in accordance with the following table and approved by the general manager or the chairman of the board of directors shall be reported to the board of directors of the latest period afterwards. For trading purposes, if a single transaction exceeds US $5 million or the cumulative transaction amount reaches US $15 million, it must be submitted to the board of directors for prior approval.
7. (omitted)
8. Regular evaluation method, irregular circumstances handling and supervision:
8.1 Positions held in derivatives trading shall be evaluated at least once a week; however, for hedging transactions conducted for business needs, they shall be evaluated at least twice a month, and the evaluation report shall be submitted to the general manager
8.2. (omitted)
8.3. The evaluation report on transactions shall be submitted at the meeting of the board of directors. When irregular circumstances are found in trading and profit-loss circumstances, where a company has independent directors, an independent director shall be present at the meeting and express an opinion.
Article 14: Procedures for public disclosure of information
1. Declared items and declared standards
... (omitted)
Where equipment or right-of-use assets thereof for business use are acquired or disposed of, and furthermore the transaction counterparty is not a related party, and the transaction amount meets any of the following criteria:	Article 14: Procedures for public disclosure of information
1. Declared items and declared standards
... (omitted)
Where equipment or right-of-use assets thereof for business use are acquired or disposed of, and furthermore the transaction counterparty is not a related party, and the transaction amount meets any of the following criteria:

Before amendment	After amendment
1.4.1. For a public company whose paid-in capital is less than NT$10 billion, the transaction amount reaches NT$500 million or more.
1.4.2. For a public company whose paid-in capital is NT$10 billion or more, the transaction amount reaches NT$1 billion or more.
... (omitted)
1.7. Where an asset transaction other than any of those referred to in the preceding six subparagraphs, a disposal of receivables by a financial institution, or an investment in the mainland China area reaches 20 percent or more of paid-in capital or NT$300 million; provided, this shall not apply to the following circumstances:
... (omitted)	1.4.1. For a public company whose paid-in capital is less than NT$10 billion, the transaction amount reaches NT$500 million or more.
1.4.2. For a public company whose paid-in capital is NT $10 billion or more, and less than NT $50 billion, the transaction amount reaches NT $1 billion or more.
1.4.3. For a public company whose paid-in capital is NT $50 billion or more, the transaction amount reaches 5% or more of the company’s paid-in capital.
... (omitted)
1.7. For a public company whose paid-in capital is NT $50 billion or more, transactions involving government bonds, ordinary corporate bonds, and general financial bonds not involving equity (excluding subordinated bonds), conducted on a securities exchange or at a securities firm’s place of business, which do not fall under the proviso of paragraph 8 and where the counterparty is not a related party, the transaction amount reaches 5% or more of the company’s paid-in capital.
1.8. Where an asset transaction other than any of those referred to in the preceding seven subparagraphs, a disposal of receivables by a financial institution, or an investment in the mainland China area reaches 20 percent or more of paid-in capital or NT$300 million; provided, this shall not apply to the following circumstances:
... (omitted)
Article 17: Implementation and amendment
The procedures for acquisition or disposal of assets shall be approved by the audit committee, approved by the board of directors, and submitted to the shareholders' meeting for approval,	Article 17: Implementation and amendment
17.1 The procedures for acquisition or disposal of assets shall be approved by the audit committee, approved by the board of directors, and submitted to the shareholders' meeting for approval, and the same shall apply

Before amendment	After amendment
and the same shall apply for amendment. If any director objects and there is a record or written statement, the company shall also send the director objection information to the audit committee.

Where the company has established independent directors, when submitting the procedures for acquiring or disposing of assets to the board of directors for discussion in accordance with the provisions of the preceding paragraph, full consideration shall be given to the opinions of the independent directors. If the independent directors have objections or reservations, they shall be stated in the minutes of the board meeting.

The adoption or amendment of the procedures for the acquisition or disposal of assets by the company shall be subject to the consent of more than half of all the members of the audit committee, and shall be submitted to the board of directors for resolution.

If the preceding paragraph is not approved by more than half of all the members of the audit committee, it may be approved by more than two-thirds of all the directors, and the resolution of the audit committee shall be recorded in the minutes of the board meeting.

All the members of the audit committee referred to in paragraph 3 and all the directors referred to in the preceding paragraph shall be calculated on the basis of the actual incumbents. | for amendment. If any director objects and there is a record or written statement, the company shall also send the director objection information to the audit committee.

17.2 Where the company has established independent directors, when submitting the procedures for acquiring or disposing of assets to the board of directors for discussion in accordance with the provisions of the preceding paragraph, full consideration shall be given to the opinions of the independent directors. If the independent directors have objections or reservations, they shall be stated in the minutes of the board meeting.

17.3 The adoption or amendment of the procedures for the acquisition or disposal of assets by the company shall be subject to the consent of more than half of all the members of the audit committee, and shall be submitted to the board of directors for resolution.

17.4 If the preceding paragraph is not approved by more than half of all the members of the audit committee, it may be approved by more than two-thirds of all the directors, and the resolution of the audit committee shall be recorded in the minutes of the board meeting.

17.5 All the members of the audit committee referred to in paragraph 3 and all the directors referred to in the preceding paragraph shall be calculated on the basis of the actual incumbents. |

[Attachment 10]

Ventec International Group Co., Ltd.

Comparison Table for Amendments to the Rules of Procedure

for Shareholders' Meetings

Before amendment	After amendment
Article 3
(Convening shareholders meetings and shareholders meeting notices)

Unless otherwise provided by law or regulation, this Corporation's shareholders meetings shall be convened by the board of directors.
Changes to how this Corporation convenes its shareholders meeting shall be resolved by the board of directors, and shall be made no later than mailing of the shareholders meeting notice.
This Corporation shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors or supervisors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a special shareholders meeting. This Corporation shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders meeting or before 15 days before the date of the special shareholders meeting. If, however, this Corporation has the paid-in capital of NT$10 billion or more as of the last day of the most current fiscal year, or total shareholding of foreign shareholders and PRC shareholders reaches 30% or more as recorded in the register of shareholders of the shareholders meeting held in the immediately preceding year, transmission of these electronic files shall be made by 30 days before the regular shareholders meeting. In addition, before 15 days before the date of the shareholders meeting, this Corporation shall also have prepared the shareholders | Article 3
(Convening shareholders meetings and shareholders meeting notices)

Unless otherwise provided by law or regulation, this Corporation's shareholders meetings shall be convened by the board of directors.
Changes to how this Corporation convenes its shareholders meeting shall be resolved by the board of directors, and shall be made no later than mailing of the shareholders meeting notice.
This Corporation shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors or supervisors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a special shareholders meeting. In accordance with Regulations Governing Content and Compliance Requirements for Shareholders' Meeting Agenda Handbooks of Public Companies, the shareholders' meeting manual and supplementary meeting materials shall be produced in electronic files and transmitted to the MOPS. In addition, before 15 days before the date of the shareholders meeting, this Corporation shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at this Corporation and the professional shareholder services agent designated thereby. ... (omitted) |

Before amendment	After amendment
meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at this Corporation and the professional shareholder services agent designated thereby.
... (omitted)

【Appendix 1】

Company Number: 272449

THE CAYMAN ISLANDS

THE COMPANIES ACT (AS AMENDED)

NINTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

Ventec International Group Co., Ltd.

騰輝電子國際集團股份有限公司

Incorporated on the 16th day of October, 2012

(as adopted by a Special Resolution passed on 23rd June 2025)

Ventec International Group Co., Ltd. 騰輝電子國際集團股份有限公司

Ninth Amended and Restated Memorandum and Articles of Association

Certified a True Copy

Downloaded and Printed on 05-Aug-2025

Registrar of Companies

Auth Code: D98187299654

www.verify.gov.ky File#: 272449

Filed: 30-Jun-2025 15:24 EST

Auth Code: D75167781687

THE CAYMAN ISLANDS
THE COMPANIES ACT (AS AMENDED)
COMPANY LIMITED BY SHARES

NINTH AMENDED AND RESTATED MEMORANDUM OF

ASSOCIATION OF

Ventec International Group Co., Ltd.

騰輝電子國際集團股份有限公司

(as adopted by a Special Resolution passed on 23rd June 2025)

The name of the Company is Ventec International Group Co., Ltd. 騰輝電子國際集團股份有限公司.
The Registered Office of the Company shall be situated at the offices of Portcullis (Cayman) Ltd, at the Grand Pavilion Commercial Centre, Oleander Way, 802 West Bay Road, P.O. Box 32052, Grand Cayman KY1-1208, Cayman Islands or such other place within the Cayman Islands as the Board may from time to time decide, being the registered office of the Company.
Subject to the following provisions of this Memorandum of Association, the objects for which the Company is established are unrestricted, and the Company shall have full power and authority to carry out any object not prohibited by any law as provided by Section 7(4) of the Companies Act (As Amended).
Subject to the following provisions of this Memorandum of Association, the Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit, as provided by Section 27(2) of the Companies Act (As Amended).
Nothing in this Memorandum of Association shall permit the Company to carry on a business of a bank or trust company without being licensed in that behalf under the Banks and Trust Companies Act (As Amended) or to carry on insurance business from within the Cayman Islands or the business of an insurance manager, agent, sub-agent or broker without being licensed in that behalf under the Insurance Law (As Amended) or to carry on the business of company management without being licensed in that behalf under the Companies Management Act (As Amended).
The Company shall not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the

Ventec International Group Co., Ltd. 騰輝電子國際集團股份有限公司
Ninth Amended and Restated Memorandum and Articles of Association

Certified a True Copy
Downloaded and Printed on 05-Aug-2025
Registrar of Companies
Auth Code: D98187299654
www.verify.gov.ky File#: 272449
Filed: 30-Jun-2025 15:24 EST
Auth Code: D75167701687

Cayman Islands; provided that nothing in this clause shall be construed as to prevent the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands.

When conducting business, the Company shall comply with the laws and regulations as well as business ethics, and may take actions that will promote public interests in order to fulfil its social responsibilities.
The liability of each member is limited to the amount from time to time unpaid on such member’s shares.
The share capital of the Company is NT$5,000,000,000 divided into 500,000,000 ordinary shares of a nominal or par value of NT$10 each with power for the Company, subject to the provisions of the Companies Act (As Amended) and the Articles of Association, to redeem or purchase any of its shares and to sub-divide, increase or reduce the said capital and to issue any part of its capital, original, redeemed, increased or reduced, with or without any preference, priority or special privilege or subject to any postponement of rights or to any conditions or restrictions and so that, unless the condition of issue shall otherwise expressly declare, every issue of shares, whether declared to be ordinary, preference or otherwise, shall be subject to the power hereinbefore contained. Notwithstanding the foregoing, the Company shall reserve a number of 800,000 unissued ordinary shares of a nominal or par value of NT$10 each for the purpose of issue of stock warrant, and such reserved amount of shares may be issued in installments upon approval by a majority of the Directors present at a meeting of the Board attended by two-thirds or more of the total number of Directors.
Capitalised terms that are not defined in this Memorandum of Association bear the same meaning as those given in the Articles of Association of the Company and the interpretations section of the Articles of Association of the Company shall apply to this Memorandum of Association.

Ventec International Group Co., Ltd. 腾辅電子國際集團股份有限公司
Ninth Amended and Restated Memorandum and Articles of Association

Certified a True Copy
Downloaded and Printed on 05-Aug-2025
Registrar of Companies
Auth Code: D98187299654
www.verify.gov.ky File#: 272449
Filed: 30-Jun-2025 15:24 EST
Auth Code: D75167761687

THE CAYMAN ISLANDS
THE COMPANIES ACT (AS AMENDED)
COMPANY LIMITED BY SHARES

NINTH AMENDED AND RESTATED ARTICLES OF

ASSOCIATION OF

Ventec International Group Co., Ltd.

騰輝電子國際集團股份有限公司

(as adopted by a Special Resolution passed on 23rd June 2025)

INTERPRETATION

The Regulations contained or incorporated in Table A of the First Schedule of the Companies Act (As Amended) of the Cayman Islands (as amended, supplemented or otherwise modified from time to time) shall not apply to this Company.
(1) In these Articles the following terms shall have the meanings set opposite unless the context otherwise requires:

Applicable Listing Rules

the relevant laws, regulations, rules and codes as amended, from time to time, applicable as a result of the original and continued trading or listing of any shares on any Taiwan stock exchange or securities market, including, without limitation the relevant provisions of the Securities and Exchange Act of the R.O.C., the Company Act of the R.O.C., the Business Mergers And Acquisitions Act of the R.O.C., the Act Governing Relations Between Peoples of the Taiwan Area and the Mainland Area, and any similar laws, statutes and the rules and regulations of the R.O.C. authorities thereunder, and the rules and regulations promulgated by the Financial Supervisory Commission, the TPEx and the TWSE (where applicable);

Articles

these Articles of Association of the Company in their present form, as amended, substituted or supplemented

Ventec International Group Co., Ltd. 騰輝電子國際集團股份有限公司
Ninth Amended and Restated Memorandum and Articles of Association

Certified a True Copy
Downloaded and Printed on 05-Aug-2025
Registrar of Companies
Auth Code: D98187299654
www.verify.gov.ky File#: 272449
Filed: 30-Jun-2025 15:24 EST
Auth Code: D75167761687

from time to time by a Special Resolution;

Auditors
the certified public accountant (if any) retained by the Company to audit the accounts of the Company, to audit and/or certify the financial statements of the Company or to perform other similar duties as assigned or requested by the Company for the time being;

Board
the board of Directors of the Company comprising all the Directors;

Capital Reserve
means (1) the Share Premium Account, (2) income from endowments received by the Company and (3) other items generated and treated as capital reserve pursuant to the Applicable Listing Rules or generally accepted accounting principles;

Chairman
has the meaning given thereto in Article 69;

Class or Classes
any class or classes of Shares as may from time to time be issued by the Company in accordance with these Articles;

Commission
the Financial Supervisory Commission of the R.O.C. or any other authority for the time being administering the Securities and Exchange Act of the R.O.C.;

Company
Ventec International Group Co., Ltd. 騰輝電子國際集團股份有限公司;

Consolidation
the combination of two or more constituent companies into a consolidated company which is the new company that results from the consolidation of the constituent companies and the vesting of the undertaking, property and liabilities of such companies in the consolidated company within the meaning of the Law and the Applicable Listing Rules;

Director
a director of the Company or an Independent Director (if any) for the time being who collectively form the

Ventec International Group Co., Ltd. 騰輝電子國際集團股份有限公司
Ninth Amended and Restated Memorandum and Articles of Association

Certified a True Copy
Downloaded and Printed on 05-Aug-2025
Registrar of Companies
Auth Code: D98187299654
www.verify.gov.ky File#: 272449
Filed: 30-Jun-2025 15:24 EST
Auth Code: D75167781687

Board, and “Directors” means 2 or more of them (including any and all Independent Director(s));

Discount Transfer has the meaning set out in Paragraph (4) of Article 23;

Electronic shall have the meaning given to it in the Electronic Transactions Law (As Amended) of the Cayman Islands and any amendment thereto or re-enactments thereof for the time being in force including every other law incorporated therewith or substituted therefore;

Emerging Market the emerging market board of the TPEx in Taiwan;

Employees employees of the Company and/or any of the Subordinate Companies of the Company, as determined by the Board from time to time in its sole discretion, and “Employee” shall mean any one of them;

Financial Statements has the meaning set out in Article 104;

Independent Directors those Directors designated as "Independent Directors" who are elected by the Members at a general meeting and appointed as "Independent Directors" for the purpose of these Articles and the requirements of the Applicable Listing Rules, and "Independent Director" means any one of them;

Juristic Person a firm, corporation or other organization which is recognised by the Law and the Applicable Listing Rules as a legal entity;

Law the Companies Act (As Amended) of the Cayman Islands and any amendment or other statutory modification thereof and every other act, order, regulation or other instrument having statutory effect (as amended from time to time) for the time being in force in the Cayman Islands applying to or affecting the Company, the Memorandum and/or these Articles, and where in these Articles any provision of the Law is referred to, the reference is to that provision as

Ventec International Group Co., Ltd. 魏輝電子國際集團股份有限公司
Ninth Amended and Restated Memorandum and Articles of Association

Certified a True Copy
Downloaded and Printed on 05-Aug-2025
Registrar of Companies
Auth Code: D98187299654
www.verify.gov.ky File#: 272449
Filed: 30-Jun-2025 15:24 EST
Auth Code: D75167781687

modified by any law for the time being in force;

Member or Shareholder
a Person who is duly registered as the holder of any Share or Shares in the Register for the time being, including persons who are jointly so registered and “Members” or “Shareholders” means 2 or more of them;

Memorandum
the memorandum of association of the Company, as amended or substituted from time to time;

Merger
the merging of two or more constituent companies and the vesting of their undertaking, property and liabilities in one of such companies as the surviving company within the meaning of the Law and the Applicable Listing Rules;

Month
a calendar month;

NTD
New Taiwan Dollars;

Ordinary Resolution
a resolution:
(a) passed by a simple majority of votes cast by such Members as, being entitled to do so, vote in person or, in the case of any Members being Juristic Persons, by their respective duly authorised representatives or, where proxies are allowed, by proxy, present at a general meeting of the Company held in accordance with these Articles;
(b) at any time other than during the Relevant Period, approved in writing (in one or more counterparts) signed by all Members for the time being entitled to receive notice of and to attend and vote at general meetings (or being Juristic Persons by their duly authorized representatives); or
(c) where the Company has only one Member, approved in writing by such Member signed by such Member and the effective date of the resolution so adopted shall be the date on

Ventec International Group Co., Ltd. 騰輝電子國際集團股份有限公司
Ninth Amended and Restated Memorandum and Articles of Association

Certified a True Copy
Downloaded and Printed on 05-Aug-2025
Registrar of Companies
Auth Code: D98187299654
www.verify.gov.ky File#: 272449
Filed: 30-Jun-2025 15:24 EST
Auth Code: D75167781687

which the instrument is executed;

Person
any natural person, firm, company, joint venture, partnership, corporation, association or other entity (whether or not having a separate legal personality) or any of them as the context so requires;

Preferred Shares
has the meaning given thereto in Article 4;

Private Placement
an offer by the Company of its Shares, bonds and other securities approved by the Commission to specific persons pursuant to the Applicable Listing Rules;

Register
the register of Members of the Company maintained in accordance with the Law at such place within or outside the Cayman Islands;

Registered Office
the registered office of the Company for the time being as required under the Law;

Relevant Period
the period commencing from the date on which any of the securities of the Company first become public offering or registered or listed on the Emerging Market, the TPEx, the TWSE or any Taiwan stock exchange or securities market to and including the date immediately before the day on which none of such securities are so registered or listed (and so that if at any time registration or listing of any such securities is suspended for any reason whatsoever and for any length of time, they shall nevertheless be treated, for the purpose of this definition, as registered or listed);

R.O.C. or Taiwan
the Republic of China, its territories, its possessions and all areas subject to its jurisdiction;

R.O.C. Courts
the Taiwan Taipei District Court or any other competent courts in the R.O.C.;

Seal
the common seal of the Company;

Ventec International Group Co., Ltd. 騰輝電子國際集團股份有限公司
Ninth Amended and Restated Memorandum and Articles of Association

Certified a True Copy
Downloaded and Printed on 05-Aug-2025
Registrar of Companies
Auth Code: D98197299854
www.serify.gov.ky File#: 272449
Filed: 30-Jun-2025 15:24 EST
Auth Code: D75167781687

Secretary
any Person for the time being appointed by the Directors to perform any of the duties of the secretary of the Company and including any assistant, deputy, acting or temporary secretary;

Share
any share in the capital of the Company. All references to "Shares" herein shall be deemed to be Shares of any or all Classes as the context may require. For the avoidance of doubt in these Articles the expression "Share" shall include a fraction of a Share;

Share Premium Account
the share premium account of the Company established in accordance with these Articles and the Law;

Shareholder Service Agent
the agent licensed by the R.O.C. authorities and having its offices in the R.O.C. to provide shareholder services, in accordance with the Applicable Listing Rules and the Regulations Governing the Administration of Shareholder Services of Public Companies of the R.O.C. (As Amended), to the Company;

signed
bearing a signature or representation of a signature affixed by mechanical means or an electronic symbol or process attached to or logically associated with an electronic communication and executed or adopted by a Person with the intent to sign the electronic communication;

Special Reserve
has the meaning set out in Article 95;

Special Resolution
a special resolution of the Company passed in accordance with the Law, being a resolution:
(a) passed by a majority of at least two-thirds of votes cast by such Members as, being entitled to do so, vote in person or, in the case of any Members being Juristic Persons, by their respective duly authorised representatives or, where proxies are allowed, by proxy, present at a general meeting of the Company held in accordance with these Articles, of which

Ventec International Group Co., Ltd. 騰輝電子國際集團股份有限公司
Ninth Amended and Restated Memorandum and Articles of Association

Certified a True Copy
Downloaded and Printed on 05-Aug-2025
Registrar of Companies
Auth Code: D98187299654
www.verify.gov.ky File#: 272449
Filed: 30-Jun-2025 15:24 EST
Auth Code: D75167781687

notice, specifying (without prejudice to the power contained in these Articles to amend the same) the intention to propose the resolution as a Special Resolution, has been duly given;

(b) at any time other than during the Relevant Period, approved in writing (in one or more counterparts) signed by all Members for the time being entitled to receive notice of and to attend and vote at general meetings (or being Juristic Persons by their duly authorized representatives); or

(c) where the Company has only one Member, approved in writing by such Member signed by such Member and the effective date of the special resolution so adopted shall be the date on which the instrument is executed.

A Special Resolution shall be effective for any purpose for which an Ordinary Resolution is expressed to be required under any provision of these Articles;

Spin-off
an act wherein a transferor company transfers all of its independently operated business or any part of it to an existing or a newly incorporated company as consideration for that existing transferee company or newly incorporated transferee company to give shares, cash or other assets to the transferor company or to shareholders of the transferor company;

Statutory Reserve
a reserve set aside in an amount equal to ten percent (10%) of the total amount of after-tax net profit for the period and other items adjusted to the then-current year's undistributed earnings other than after-tax net profit for the period as calculated by the Company under the Applicable Listing Rules;

Subordinate Company
any company (a) of which a majority of the total outstanding voting shares or the total amount of the capital stock is held by the Company; (b) in which the Company has a direct or indirect control over the

Ventec International Group Co., Ltd. 魏輝電子國際集團股份有限公司
Ninth Amended and Restated Memorandum and Articles of Association

Certified a True Copy
Downloaded and Printed on 05-Aug-2025
Registrar of Companies
Auth Code: D98187299654
www.verify.gov.ky File#: 272449
Filed: 30-Jun-2025 15:24 EST
Auth Code: D75167781687

management of the personnel, financial or business operation of that company; (c) of which a majority of directors in such company are contemporarily acting as directors in the Company; or (d) of which a majority of the total outstanding voting shares or the total amount of the capital stock of such companies and that of the Company are held by the same Members;

TDCC the Taiwan Depository & Clearing Corporation;

TPEx the Taipei Exchange in Taiwan;

Treasury Shares Shares that have been purchased by the Company and have not been cancelled but have been held continuously by the Company since they were purchased in accordance with the Law; and

TWSE the Taiwan Stock Exchange Corporation.

(2) Unless the context otherwise requires, expressions defined in the Law and used herein shall have the meanings so defined.

(3) In these Articles unless the context otherwise requires:

(a) words importing the singular number shall include the plural number and vice-versa;

(b) words importing the masculine gender shall include the feminine gender and neuter genders;

(c) a notice provided for herein shall be in writing unless otherwise specified and all reference herein to "in writing" and "written" shall include printing, lithography, photography and other modes of representing or reproducing words in permanent visible form; and

(d) "may" shall be construed as permissive and "shall" shall be construed as imperative.

(4) Headings used herein are intended for convenience only and shall not affect the construction of these Articles.

Ventec International Group Co., Ltd. 騰輝電子國際集團股份有限公司
Ninth Amended and Restated Memorandum and Articles of Association

Certified a True Copy
Downloaded and Printed on 05-Aug-2025
Registrar of Companies
Auth Code: D98187299654
www.verify.gov.ky File#: 272449
Filed: 30-Jan-2025 15:24 EST
Auth Code: D75167781687

Subject to these Articles and any resolution of the Members to the contrary, the Board may, in respect of all Shares for the time being unissued:

(a) offer, issue and allot of such Shares to such Persons, in such manner, on such terms and having such rights and being subject to such restrictions as they may from time to time determine, but so that no Share shall be issued at a discount, except in accordance with the provisions of the Law and, if during the Relevant Period, the Applicable Listing Rules; and

(b) grant options with respect to such Shares and issue warrants or similar instruments with respect thereto, in accordance with the provisions of the Law and, if during the Relevant Period, the Applicable Listing Rules; and, for such purposes, the Board may reserve an appropriate number of Shares for the time being unissued.

Subject to Article 5 and the sufficiency of the authorised share capital of the Company, the Company may issue Shares of different Classes with rights which are preferential or inferior to those of ordinary Shares issued by the Company (“Preferred Shares”) with the approval of a majority of the Directors present at a meeting attended by two-thirds or more of the total number of the Directors.
(1) Where the Company is to issue Preferred Shares, the following shall be expressly set out in these Articles:

(a) the total number of Preferred Shares that have been authorised to be issued and the numbers of the Preferred Shares already issued;

(b) the order, fixed amount or fixed ratio of allocation of dividends, bonuses and other distributions on such Preferred Shares;

(c) the order, fixed amount or fixed ratio of allocation of surplus assets of the Company, upon its liquidation, to the holders of the Preferred Shares;

(d) the order of or restrictions on the voting right(s) (including, where applicable, a statement that such Preferred Shares have no voting rights whatsoever) of the holders of such Preferred Shares;

(e) other matters concerning rights and obligations incidental to the Preferred Shares; and

(f) the method by which the Company is authorised or compelled to redeem the Preferred Shares, or a statement that redemption rights shall not apply.

Ventec International Group Co., Ltd. 羡暉電子國際集團股份有限公司
Ninth Amended and Restated Memorandum and Articles of Association

Certified a True Copy
Downloaded and Printed on 05-Aug-2025
Registrar of Companies
Auth Code: D98187299654
www.verify.gov.ky File#: 272449
Filed: 30-Jun-2025 15:24 EST
Auth Code: D75167781687

(2) Subject to the Law, the Memorandum and these Articles shall be amended with the sanction of a Special Resolution to stipulate the rights, benefits and restrictions of such Preferred Shares and the number of the Preferred Shares the Company is authorised to issue.

During the Relevant Period, subject to the sufficiency of the authorised share capital of the Company and these Articles, the issue of new ordinary Shares in the Company shall be approved by a majority of the Directors present at a meeting attended by two-thirds or more of the total number of the Directors.
(1) The Company shall issue Shares without printing share certificates, provided that the Register shall be conclusive evidence of the entitlement of a Person to Shares recorded against his/her/its name. During the Relevant Period, whenever the Company issues Shares, the Company shall deliver or cause the Shareholder Service Agent to deliver Shares by advising TDCC to record the number of Shares against the name of each subscriber within thirty (30) days from the date such Shares may be delivered, pursuant to the Law and the Applicable Listing Rules. The Company shall make a public announcement in accordance with the Applicable Listing Rules prior to the delivery of such Shares.

(2) When the total number of Shares in every issuance has been subscribed to in full, the Company shall immediately request each of the subscribers for payment. Where the Company issues Shares at a premium, the amount in excess of par value shall be collected at the same time with the payment for Shares. Where a subscriber delays payment for Shares as mentioned above, the Company shall prescribe a period of not less than one (1) month and call upon each subscriber to pay up, declaring that in case of default of payment within that prescribed period the subscriber's right shall be forfeited. After the Company have made the aforesaid call, the subscribers who fail to pay accordingly shall forfeit their rights and the Shares subscribed to by them shall be otherwise sold. Under such circumstances, the Company may hold the subscriber liable for compensating the damage, if any, resulting from such default in payment.

(3) The Company shall not issue bearer Shares.

(4) The Company shall not issue any unpaid Shares or partial paid-up Shares to any Person. For the avoidance of doubt, a subscriber who fails to pay up the Shares pursuant to Paragraph (2) of this Article will not be considered a Member until the Shares to be subscribed are paid in full, and only if the Shares the subscriber subscribed have been paid in full may the subscriber's name be entered in the Register.

Ventec International Group Co., Ltd. 騰輝電子國際集團股份有限公司
Ninth Amended and Restated Memorandum and Articles of Association

Certified a True Copy
Downloaded and Printed on 05-Aug-2025
Registrar of Companies
Auth Code: D98187299654
www.verify.gov.ky File#: 272449
Filed: 30-Jun-2025 15:24 EST
Auth Code: D75167781687

(5) The Company shall neither issue Shares without par value nor convert its Shares from Shares with par value to Shares without par value.

During the Relevant Period:

(a) upon each issuance of new Shares, the Board may reserve not more than fifteen percent (15%) of the new Shares for subscription by the Employees pursuant to the Law and the Applicable Listing Rules; and

(b) where the Company issues new Shares for cash consideration, after the Board reserving certain percentage of the new Shares for subscription by the Employees pursuant to Subparagraph(a) of this Article, the Company shall allocate ten percent (10%) (or such greater percentage as the Company by an Ordinary Resolution determines) of the total number of the new Shares to be issued for offering in the R.O.C. to the public unless (i) the Commission, the TPEx and/or the TWSE (where applicable) considers such public offering unnecessary or inappropriate or (ii) the Applicable Listing Rules provide otherwise.

During the Relevant Period, subject to an Ordinary Resolution, upon each issuance of new Shares for cash consideration, the Company shall, after reserving the portion of new Shares for subscription by the Employees and public offering in the R.O.C. pursuant to Article 8, first offer such remaining new Shares, by a public announcement and a written notice to each existing Member respectively, stating that in case any such existing Member fails to confirm his/her/its subscription within the prescribed period his/her/its subscription right shall be forfeited, for the subscription of each such existing Member in proportion to the number of Share(s) held by him/her/it, provided that:

(a) where any fractional Share held by a Member is insufficient to subscribe for one new Share, the fractional Shares being held by several Members may be combined for joint subscription of one or more integral new Shares or for subscription of new Shares in the name of a single Member;

(b) the existing Member(s) may assign and transfer his subscription right to other Persons independently of his original Shares; and

(1) Subparagraph (a) of Article 8 and Article 9 shall not apply whenever the new Shares

Ventec International Group Co., Ltd. 騰輝電子國際集團股份有限公司
Ninth Amended and Restated Memorandum and Articles of Association

Certified a True Copy
Downloaded and Printed on 05-Aug-2025
Registrar of Companies
Auth Code: D98187299654
www.verify.gov.ky File#: 272449
Filed: 30-Jun-2025 15:24 EST
Auth Code: D75167781687

are issued due to the following reasons:

(a) in connection with a Merger or a Consolidation of the Company or a Spin-off of the Company's business, or pursuant to any reorganisation of the Company save as otherwise provided by these Articles;

(b) in connection with meeting the Company’s obligation under Share subscription warrants and/or options granted to the Employees;

(d) in connection with meeting the Company’s obligation under corporate bonds which are convertible bonds or vested with rights to acquire Shares;

(e) in connection with meeting the Company’s obligation under share subscription warrant or Preferred Shares vested with rights to acquire Shares; or

(f) in connection with issuance of new Shares to the existing Members by capitalisation of the Company’s reserves in accordance with these Articles.

(2) Article 8 and Article 9 shall not apply to any of the following circumstances:

(a) the Company, as the surviving company, issues new Shares for a Merger, or the Company issues new shares for the Merger between its subsidiary and other companies;

(b) all new Shares are issued as consideration for being acquired by the other company with the intention of takeover;

(c) all new Shares are issued as consideration for the acquisition of issued shares, business, or assets of other companies;

(d) new Shares are issued for the share exchange entered into by the Company;

(e) new Shares are issued for a Spin-off effected by the transferor company;

(f) new Shares are issued in connection with any Private Placement conducted pursuant to Article 13; or

(g) new Shares are issued in connection with any other event otherwise prohibited, limited, restricted or exempted to so apply pursuant to the Law and/or the

Ventec International Group Co., Ltd. 騰輝電子國際集團股份有限公司
Ninth Amended and Restated Memorandum and Articles of Association

Certified a True Copy
Downloaded and Printed on 05-Aug-2025
Registrar of Companies
Auth Code: D98187299654
www.verify.gov.ky File#: 272449
Filed: 30-Jun-2025 15:24 EST
Auth Code: D75167781687

Applicable Listing Rules.

(3) New Shares issued for any of the circumstances in the preceding Paragraph may be paid up in cash or assets as required for the business of the Company.

(1) During the Relevant Period, subject to the Applicable Listing Rules, the Company may, upon adoption of a resolution passed by a majority of the Directors present at a meeting of the Board attended by two-thirds or more of the total number of Directors, enter into a share subscription right agreement with the Employees whereby such Employees may subscribe, within a specific period of time, for a specific number of Shares of the Company at an agreed subscription price. Upon execution of the said agreement, the Company shall issue to each of such Employees a share subscription warrant. Such issued share subscription warrant shall be non-assignable, except for transfer by inheritance or intestacy.

(2) Subject to the Law, the Applicable Listing Rules and these Articles, the Company may, subject to approval of Members by way of Special Resolution, issue share subscription warrants to Employees of the Company at a subscription price not subject to the restrictions set forth in the Applicable Listing Rules, provided that the following matters shall be specified in the notice of such general meeting, and shall not be proposed as ad hoc motions:

(a) the total number of share subscription warrants to be issued, the number of Shares for which the Employees may subscribe by means of share subscription warrant, and the number of new Shares required to be issued or the number of issued Shares required to be repurchased in accordance with the Applicable Listing Rules for the purpose of transferring Shares to the Employees who exercise their subscription rights in the share subscription warrants;

(b) the basis of determining the subscription price and the reasonableness thereof;

(c) the qualifications of the Employees to whom the share subscription warrants are issued and the amount of Shares for which such Employees may subscribe;

(d) reasons why it is necessary to issue share subscription warrants; and

(e) matters that may affect Shareholders' equity, including:

(i) any expenses that may be incurred and the dilution of per share profit, if any; and

Ventec International Group Co., Ltd. 鹿塚電子國際集團股份有限公司
Ninth Amended and Restated Memorandum and Articles of Association

Certified a True Copy
Downloaded and Printed on 05-Aug-2025
Registrar of Companies
Auth Code: D98187299654
www.serify.gov.ky File#: 272449
Filed: 30-Jun-2025 15:24 EST
Auth Code: D75167781687

(ii) any financial burden on the Company caused by transferring issued Shares to the Employees who exercise their subscription right in share subscription warrants.

During the Relevant Period, the Company may issue new Shares with restricted rights to Employees of the Company and/or its Subordinate Companies, subject to approval of Shareholders at a general meeting by a majority of the Shareholders present who represent two-thirds or more of the total issued and outstanding Shares, and in the event the total number of shares represented by the Shareholders present at a general meeting is less than the percentage of the total issued and outstanding Shares required in the preceding sentence, a resolution related thereto may be adopted by two-thirds of the voting rights exercised by the Shareholders present at the general meeting who represent a majority of the total issued and outstanding Shares, provided that Articles 8 and 9 shall not apply. In respect of the issuance of Shares to Employees in the preceding sentence, the number of Shares to be issued, issue price, issue conditions, restrictions and other matters shall be subject to the Applicable Listing Rules and the Law.
(1) During the Relevant Period and subject to the Applicable Listing Rules, the Company may, with the sanction of a Special Resolution, conduct a Private Placement with any of the following Persons in the R.O.C.:

(a) banks, bills finance enterprises, trust enterprises, insurance enterprises, securities enterprises, or other Juristic Persons or institutions approved by the Commission;

(b) natural persons, Juristic Persons, or funds meeting the conditions prescribed by the Commission; or

(2) Subject to the preceding Paragraph, the Board may resolve by a majority of the Directors presents at a meeting attended by two-thirds or more of the total numbers of the Directors that a Private Placement of ordinary corporate bonds be carried out by installments within one year of the date of such resolution.

The Company may by a Special Resolution reduce its share capital in the manner authorised, and subject to any conditions prescribed, by the Law and the Applicable Listing Rules.
During the Relevant Period, any issuance, conversion or cancellation of the Shares or any other equity securities (including but not limited to warrants, options or bonds),

Ventec International Group Co., Ltd. 擁輝電子國際集團股份有限公司
Ninth Amended and Restated Memorandum and Articles of Association

Certified a True Copy
Downloaded and Printed on 05-Aug-2025
Registrar of Companies
Auth Code: D98187299654
www.verify.gov.ky File#: 272449
Filed: 30-Jun-2025 15:24 EST
Auth Code: D75167781687

capitalisation and shareholder services, shall comply with the Law, the Applicable Listing Rules and the Regulations Governing the Administration of Shareholder Services of Public Companies of the R.O.C. (As Amended).

MODIFICATION OF RIGHTS

Whenever the share capital of the Company is divided into different Classes of Shares, including where Preferred Shares are issued, subject to Article 46 and in addition to a Special Resolution, the special rights attached to any Class shall be varied or abrogated with the sanction of a Special Resolution passed at a separate general meeting of the holders of the Shares of such Class. To every such separate general meeting and all adjournments thereof, all the provisions of these Articles relating to general meetings of the Company and to the proceedings thereat shall mutatis mutandis apply.
The rights conferred upon the holders of the Shares of any Class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the Shares of that Class, be deemed to be materially adversely varied or abrogated by, inter alia, the creation, allotment or issue of further Shares ranking pari passu with or subsequent to them or the redemption or purchase of Shares of any Class by the Company.

REGISTER

Subject to the Law, the Board shall cause to be kept the Register at such place within or outside the Cayman Islands as it deems fit. During the Relevant Period, the Register shall be entered therein the particulars required under the Law and the Applicable Listing Rules, and shall be made available at its Shareholder Service Agent's office in the R.O.C. The Board or any other authorized conveners of general meetings of the Company may request that the Company or the Company's Shareholder Service Agent provide a copy of the Register for inspection.
Notwithstanding anything contained in these Articles and subject to the Law, during the Relevant Period, the relevant information of the Members shall be recorded by TDCC, and the Company shall recognize each person identified in the records provided by TDCC to the Company as a Member and such records shall form part of the Register as at the date of receipt of such records by the Company.

REDEMPTION AND REPURCHASE OF SHARES

(1) Subject to the Law and these Articles, Shares may be issued on the terms that they are, or at the option of the Company or the holder are, to be redeemed on such terms and in such manner as the Company, before the issue of the shares, may by

Ventec International Group Co., Ltd. 騰輝電子國際集團股份有限公司
Ninth Amended and Restated Memorandum and Articles of Association

Certified a True Copy
Downloaded and Printed on 05-Aug-2025
Registrar of Companies
Auth Code: D98187299654
www.verify.gov.ky File#: 272449
Filed: 30-Jun-2025 15:24 EST
Auth Code: D75167781687

Special Resolution determine.

(2) All Preferred Shares may be redeemed in accordance with the provisions of the Law, provided that the privileges accorded to holders of the Preferred Shares by these Articles shall not be impaired under the Law and the Applicable Listing Rules.

(1) Subject to the Law, the Applicable Listing Rules and these Articles, upon the approval of a majority of the Directors present at a Board meeting attended by two-thirds or more of Directors, the Company may purchase its own Shares.

(2) During the Relevant Period:

(a) The number of Shares to be purchased by the Company from time to time shall not exceed ten percent (10%) of the total number of issued and outstanding Shares and the total amount of the Shares to be purchased by the Company shall not exceed the aggregate amount of retained profits, premium on capital stock, and realized Capital Reserve.

(b) Such resolutions of the Board approving purchases of Shares and the implementation thereof (including the failure of any purchase of Shares as approved by such resolutions, if any) shall be reported to the Shareholders at the next general meeting of the Company.

(1) Shares repurchased, redeemed or acquired (by way of surrender or otherwise) by the Company shall be cancelled immediately or held as Treasury Shares, upon such terms and manner and subject to such conditions as the Board thinks fit.

(2) During the Relevant Period, all matters relating to the Company's redemption and repurchase of Shares shall be subject to the Law and the Applicable Listing Rules.

(1) Subject to the Law, for so long as the Company holds Treasury Shares, the Company shall be entered in the Register as the holder of the Treasury Shares, provided that:

(a) the Company shall not be treated as a Member for any purpose and shall not exercise any right in respect of the Treasury Shares, and any purported exercise of such a right shall be void;

(b) the Treasury Shares shall not be pledged or encumbered in any manner whatsoever;

Ventec International Group Co., Ltd. 魏暉電子國際集團股份有限公司
Ninth Amended and Restated Memorandum and Articles of Association

Certified a True Copy
Downloaded and Printed on 05-Aug-2025
Registrar of Companies
Auth Code: D98187299654
www.verify.gov.ky File#: 272449
Filed: 30-Jun-2025 15:24 EST
Auth Code: D75167781687

of the Company and shall not be counted in determining the total number of issued Shares at any given time, whether for the purposes of these Articles or the Law; and

(d) no dividend/bonus may be declared or paid, and no other distribution (whether in cash or otherwise) of the Company's assets (including any distribution of assets to Members on a winding up) may be made to the Company, in respect of a Treasury Share.

(2) Subject to the Law and these Articles, any or all Treasury Shares may at any time be canceled or transferred to any person (including the Employees; the qualifications of such employees shall be determined by the Board, subject to Paragraph (5) of this Article) upon such terms and manner and subject to such conditions as the Board thinks fit. The Board may determine, at its discretion, the terms and conditions (including a lock-up period restricting the transfer of any Treasury Shares transferred to the Employees pursuant to this Paragraph (2) for a term of up to two (2) years) of such transfer.

(3) A sum equal to the consideration (if any) received by the Company pursuant to the transfer of Treasury Share(s) shall be credited in accordance with the Law.

(4) Subject to Paragraph (5) of this Article and the Law, the Company may, by way of a Special Resolution passed at the next general meeting of the Company, transfer the Treasury Shares to the Employees for a price that is below the average price that the Company has paid to purchase such Treasury Shares (the "Discount Transfer"), provided that the following matters shall be specified in the notice of such general meeting with the description of their major contents, and shall not be proposed as ad hoc motions:

(a) the transfer price of the Treasury Shares as determined by the Board, the discount rate used for the Discount Transfer, and the calculation basis of the Discount Transfer, and the basis of such determination;

(b) the amount of the Treasury Shares to be transferred pursuant to, and the purpose of, the Discount Transfer, and the basis of such determination;

(c) the qualification and terms of the Employees to whom the Treasury Shares are transferred and the amount of Treasury Shares for which such Employees may subscribe pursuant to the Discount Transfer;

(d) matters that the Board is of the opinion that may affect Shareholders' equity, including:

Ventec International Group Co., Ltd. 魔輝電子國際集團股份有限公司
Ninth Amended and Restated Memorandum and Articles of Association

20 -

Certified a True Copy
Downded and Printed on 05-Aug-2025
Registrar of Companies
Auth Code: D98187299654

www.verify.gov.ky File#: 272449

Filed: 30-Jun-2025 15:24 EST
Auth Code: D75167781687

(i) any expenses that may be incurred and dilution of per share profit, if any, due to the Discount Transfer in accordance with the Applicable Listing Rules; and

(ii) any burden on the Company caused by the Discount Transfer in accordance with the Applicable Listing Rules.

(5) The total aggregate amount of the Treasury Shares to be transferred to the Employees pursuant to the Discount Transfer in accordance with Paragraph (4) of this Article shall not exceed five percent (5%) of the total number of issued and outstanding Shares of the Company, and each Employee shall not subscribe for more than point five percent (0.5%) of the total issued and outstanding Shares of the Company in aggregate.

(1) Notwithstanding anything to the contrary contained in these Articles but subject to the Law, the Company may carry out a compulsory purchase and cancellation of its Shares on a pro rata basis (rounded up or down to the nearest whole number) among the Shareholders in proportion to the number of Shares held by each such Shareholder subject to approval by a Special Resolution. The purchase price payable to the Shareholders in connection with a purchase of Shares described in the preceding sentence may be paid in cash or in kind. Where any purchase price is paid in kind, the type of such payment in kind and the corresponding amount of such substitutive distribution shall be subject to approval by a Special Resolution as well as individual consent by the Shareholder(s) receiving such payment in kind. Prior to convening the general meeting for approving such purchase of Shares, the Board shall determine the monetary equivalent value of any purchase price to be paid in kind and have such value audited and certified by a certified public accountant in the R.O.C.

(2) For the avoidance of doubt, where the proposed purchase and cancellation of Shares is not on a pro rata basis, such purchase and cancellation shall be made only at any time other than during the Relevant Period, and subject to the Law and the Applicable Listing Rules, the Board is empowered to authorize and carry out such repurchase and cancellation without approval by Special Resolution in accordance with the preceding Paragraph.

TRANSFER AND TRANSMISSION OF SHARES

Subject to the Law and the Applicable Listing Rules and unless otherwise provided by these Articles, the Shares shall be freely transferable.

Ventec International Group Co., Ltd. 魏輝電子國際集團股份有限公司
Ninth Amended and Restated Memorandum and Articles of Association

-21-

Certified a True Copy
Downloaded and Printed on 05-Aug-2025
Registrar of Companies
Auth Code: D98187299654
www.verify.gov.ky File#: 272449
Filed: 30-Jun-2025 15:24 EST
Auth Code: D75167781687

The Company shall not be obligated to recognize any transfer or assignment of Shares unless the name/title and residence/domicile of the transferor and transferee have been recorded in the Register. The registration of transfers may be suspended when the Register is closed in accordance with Article 28.

NON-RECOGNITION OF TRUSTS

Except as required by Law or the Applicable Listing Rules, no person shall be recognized by the Company as holding any Share upon any trust, and the Company shall not, unless required by Law or the Applicable Listing Rules, be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or actual interest in any Share (except only as otherwise provided by these Articles, the Law or the Applicable Listing Rules otherwise requires or under an order of a court of competent jurisdiction) or any other rights in respect of any Share except an absolute right to the entirety thereof in the registered holder.

CLOSING REGISTER OR FIXING RECORD DATE

(1) The Board may fix in advance the record date(s) for (a) determining the Members entitled to receive any dividend/bonus, distribution or issue; (b) determining the Members entitled to receive notices of, attend or vote at any general meeting or any adjournment thereof in person, by proxy, way of a written ballot or by way of electronic transmission; and (c) any other purposes as determined by the Board. In the event the Board designates the record date(s) for (b) in accordance with this Article, such record date(s) shall be date(s) prior to the general meeting.

(2) During the Relevant Period, subject to the Law, for the purposes of (a) determining the Members entitled to receive any dividend/bonus, distribution or issue; and (b) determining the Members entitled to receive notices of, attend or vote at any general meeting or any adjournment thereof, the Board shall fix the period that the Register shall be closed for transfers (the "Book Closure Period") at least for a period of sixty (60) days before the date of each annual general meeting, thirty (30) days before the date of each extraordinary general meeting and five (5) days before the target date for a dividend, bonus or other distribution. For the purpose of calculating the Book Closure Period, the respective convening date of the general meeting or the relevant target date shall be included.

GENERAL MEETINGS

The Company shall in each year hold a general meeting as its annual general meeting within six months after close of each financial year or such other period as may be permitted by the Commission, the TPEx or the TWSE (where applicable). The annual

Ventec International Group Co., Ltd. 騰輝電子國際集團股份有限公司
Ninth Amended and Restated Memorandum and Articles of Association

Certified a True Copy
Downloaded and Printed on 05-Aug-2025
Registrar of Companies
Auth Code: D98187299654
www.verify.gov.ky File#: 272449
Filed: 30-Jun-2025 15:24 EST
Auth Code: D75167781687

general meeting shall be convened by the Board.

All general meetings other than annual general meetings shall be called extraordinary general meetings. The Board may, whenever they think fit, convene an extraordinary general meeting of the Company.
During the Relevant Period, all general meetings to be held in physical locations shall be held in the R.O.C. At any time other than during the Relevant Period, the Board may convene any general meeting at such place as it deems fit.
(1) Any one or more Member(s) may, by depositing the requisition notice specifying the proposals to be resolved and the reasons thereof, request the Board to convene an extraordinary general meeting, provided that such Member or Members continuously holds at least three percent (3%) of the issued Shares of the Company as at the date of deposit of the requisition notice for a period of at least one year immediately prior to that date. If the Board does not give notice to Members to convene such meeting within fifteen (15) days after the date of the requisition notice, the proposing Member(s) may convene a general meeting.

(2) Any one or more Member(s) continuously holding more than half of the total issued Shares of the Company for a period of no less than three months may convene an extraordinary general meeting. The number of Shares held by such Member or Members and the holding period of which such Member or Members hold such Shares shall be calculated and determined based on the Register as of the first day of the Book Closure Period.

During the Relevant Period, the Company shall engage a Shareholder Service Agent within the R.O.C. to handle the administration of general meetings, including but not limited to, the voting matters.

NOTICE OF GENERAL MEETING

(1) During the Relevant Period, at least thirty (30) days' notice of an annual general meeting and fifteen (15) days' notice of an extraordinary general meeting shall be given to each Member, and subject to the Law and the Applicable Listing Rules, the Company may make a public announcement of a notice of general meeting to Members holding less than 1,000 Shares instead of delivering the same to each Member. The period of notice shall be exclusive of the day on which it is served and of the day on which the general meeting is to be held. Such notice shall be in writing, shall specify the place, the day and the time of meeting and the agenda and the proposals to be resolved at the general meeting and shall be given in the manner hereinafter described or be given via electronic communications if previously

Ventec International Group Co., Ltd. 腾蜂電子國際集團股份有限公司
Ninth Amended and Restated Memorandum and Articles of Association

Certified a True Copy
Downloaded and Printed on 05-Aug-2025
Registrar of Companies
Auth Code: D98187299654
www.verify.gov.ky File#: 272449
Filed: 30-Jun-2025 15:24 EST
Auth Code: D75167781687

consented by the Members and permitted by the Law and the Applicable Listing Rules.

(2) At any time other than the Relevant Period, at least fifteen (15) days’ notice in writing shall be given of an annual general meeting or any other general meeting PROVIDED HOWEVER that notice may be waived by all the Member either at or before the meeting is held PROVIDED FURTHER that notice or waiver thereof may be given by email, telex or telefax. At any time other than the Relevant Period, a general meeting may be convened by such shorter notice with the consent of a majority in number of the Members having the right to attend and vote at the meeting, being a majority together holding not less than ninety-five percent (95%) in nominal value of the Shares giving that right.

(1) During the Relevant Period, the Company shall make public announcements with regard to notice of general meeting, proxy form, summary information and details about items to be proposed at the meeting for approval, discussion, election or dismissal of Directors at least thirty (30) days prior to any annual general meeting or at least fifteen (15) days prior to any extraordinary general meeting.

(2) During the Relevant Period, if the Company allows the Shareholders to exercise the votes and cast the votes in writing or by way of electronic transmission in accordance with Article 57, the Company shall also send to the Shareholders the information and documents as described in the preceding Paragraph, together with the voting right exercise forms.

The following matters shall not be considered, discussed or proposed for approval at general meeting unless they are specified in the notice of general meeting with the description of their major contents; the major contents may be posted on the website designated by the

R.O.C. competent authorities or the Company, and such website shall be indicated in the notice:

(a) any election or removal of Director(s);

(b) any alteration of the Memorandum and/or these Articles;

(d) applying for the approval of ceasing the status as a public company;

Ventec International Group Co., Ltd. 魏輝電子國際集團股份有限公司
Ninth Amended and Restated Memorandum and Articles of Association

Certified a True Copy
Downloaded and Printed on 05-Aug-2025
Registrar of Companies
Auth Code: D98187299654
www.verify.gov.ky File#: 272449
Filed: 30-Jun-2025 15:24 EST
Auth Code: D75167781687

(e) any dissolution, voluntary winding-up, Merger, share exchange, Consolidation or Spin-off of the Company;
(f) entering into, amending, or terminating any contract for lease, management or regular joint operation of the Company's whole business;
(g) the transfer of the whole or any material part of the Company's business or assets;
(h) the acquisition of the whole business or assets of a Person, which has a material effect on the operation of the Company;
(i) carrying out a Private Placement of any equity-type securities issued by the Company;
(j) granting a waiver to a Director's non-competition obligation or approving a Director to engage in activities in competition with the Company;
(k) distributing dividends, bonuses or other distributions payable on or in respect of the Share in whole or in part by way of issuance of new Shares; and
(l) capitalisation of the Company's Statutory Reserve, the Share Premium Account and/or the income from endowments received by the Company in the Capital Reserve, by issuing new Shares and/or cash to its existing Members.

During the Relevant Period, the Company shall prepare a manual for each general meeting, and such manual and relevant materials shall be published on the website designated by the Commission, the TPEx or the TWSE (where applicable) twenty-one (21) days prior to the scheduled date of the relevant annual general meeting and fifteen (15) days prior to the scheduled date of the relevant extraordinary general meeting pursuant to the Applicable Listing Rules. However, in the event the Company's total paid-in capital as of the close of the most recent financial year reaches NT$2 billion or more, or when the aggregate number of Shares held by the foreign investors and Mainland Chinese investors reached thirty percent (30%) or more as recorded in the Register at the time of holding of the general meeting in the most recent financial year, the Company shall upload the electronic files of the abovementioned manual and relevant materials thirty (30) days prior to the scheduled date of the relevant annual general meeting.
The accidental omission to give notice of a general meeting to, or the non-receipt of a notice of a general meeting by, any Member entitled to receive notice shall not invalidate the proceedings of that general meeting.

Ventec International Group Co., Ltd. 騰輝電子國際集團股份有限公司
Ninth Amended and Restated Memorandum and Articles of Association

Certified a True Copy
Downloaded and Printed on 05-Aug-2025
Registrar of Companies
Auth Code: D98187299654
www.verify.gov.ky File#: 272449
Filed: 30-Jun-2025 15:24 EST
Auth Code: D75167781687

PROCEEDINGS AT GENERAL MEETINGS

(1) No business, other than the appointment of a chairman of the meeting, shall be transacted at any general meeting unless a quorum of Members is present at the time when the meeting proceeds to business. Save as otherwise provided by these Articles, at least two Members present in person or by proxy or (in the case of a Member being a corporation) by its duly authorized representative representing more than one-half of the total issued and outstanding Shares with voting rights shall be a quorum of Members for all purposes.

(2) When a general meeting is held, a Member may participate in the general meeting through the medium of video conference call or any other form of communications designated and announced by the competent authority set forth in the Company Act of the R.O.C.; provided that in case of calamities, unforeseen incidents, or force majeure, the competent authority set forth in the Company Act of the R.O.C. may announce and designate that during a prescribed period the Company shall hold a general meeting by means of video conference call or any other form of communications without regard to lack of express provisions in these Articles. A Member participating in this way is deemed to be present in person at the general meeting.

(3) With respect to participation of a general meeting through the medium of video conference call referred to in the preceding Paragraph, the Company shall comply with the conditions, operating procedures and other matters prescribed by the Applicable Listing Rules.

(1) During the Relevant Period, one or more Member(s) holding one percent (1%) or more of the total issued Shares of the Company may submit to the Company not more than one proposal in writing or by way of electronic transmission for resolution at an annual general meeting.

(2) During the Relevant Period, prior to the commencement of the period in which the Register is closed for transfers before an annual general meeting, the Company shall make a public announcement of the place and the period for Members to submit proposals; provided that the period for submitting such proposals shall not be less than ten (10) days.

(3) The Member who has submitted a proposal shall attend, in person or by a proxy, such general meeting whereat his proposal is to be discussed and shall take part in the discussion of such proposal.

(4) The Board shall include a proposal submitted by Member(s) unless:

Ventec International Group Co., Ltd. 鹿塚電子國際集團股份有限公司
Ninth Amended and Restated Memorandum and Articles of Association

Certified a True Copy
Downloaded and Printed on 05-Aug-2025
Registrar of Companies
Auth Code: D98187299654
www.verify.gov.ky File#: 272449
Filed: 30-Jun-2025 15:24 EST
Auth Code: D75167781687

(a) the proposal involves matters which cannot be settled or resolved at a general meeting under the Law, the Applicable Listing Rules and these Articles;

(b) the number of Shares held by the proposing Member(s) is less than one percent (1%) of the total issued Shares in the Register upon commencement of the Book Closure Period before the relevant annual general meeting of the Company;

(d) the proposal contains more than three hundred (300) words; or

(e) the proposal is submitted after the expiration of the specified period announced by the Company for submitting proposals.

(5) If a proposal submitted by Member(s) is intended to urge the Company to promote public interests or fulfil its social responsibilities, the Board may include the proposal notwithstanding that one of the circumstances set forth in the preceding Paragraph (4) of this Article applies.

(6) The Company shall, prior to the dispatch of a notice of the relevant annual general meeting, inform all the proposing Members of whether their proposals are accepted or not, and shall list in the notice of the relevant annual general meeting all the accepted proposals. The Board shall explain at the relevant annual general meeting the reasons for excluding any proposal submitted by Members.

The Chairman shall preside as chairman at every general meeting of the Company convened by the Board. For a general meeting convened by any Person other than the Board, such Person shall act as the chairman of that meeting; provided that if there are two or more Persons jointly convening such meeting, the chairman of the meeting shall be elected from those Persons.
If at any general meeting the Chairman is not present or is unwilling to act as chairman, he shall appoint one of the Directors to act on his behalf. In the absence of such appointment, the Directors present may choose one of them to be the chairman of that general meeting.
A general meeting may be adjourned by the Company by an Ordinary Resolution from place to place within five (5) days, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a general meeting is adjourned for more than five (5) days, notice of the time and location of the adjourned meeting shall be given as in the case of an original meeting.

Ventec International Group Co., Ltd. 騰輝電子國際集團股份有限公司
Ninth Amended and Restated Memorandum and Articles of Association

Certified a True Copy
Downloaded and Printed on 05-Aug-2025
Registrar of Companies
Auth Code: D98187299654
www.verify.gov.ky File#: 272449
Filed: 30-Jun-2025 15:24 EST
Auth Code: D75167781687

At any general meeting, a resolution put to the vote of the meeting shall be decided on a poll.
Unless otherwise expressly required by the Law, the Applicable Listing Rules or these Articles, any matter proposed for approval by the Members at a general meeting shall be passed by an Ordinary Resolution.
(1) Subject to the Law and the Applicable Listing Rules, the Company may by a Special Resolution:

(a) enter into, amend, or terminate any contract for lease, management or regular joint operation of its whole business;

(b) transfer the whole or any material part of its business or assets;

(d) distribute dividends, bonuses or other distributions in whole or in part by way of issuance of new Shares;

(e) effect any Spin-off of the Company;

(f) enter into any share exchange;

(g) authorise a plan of Merger or Consolidation involving the Company;

(h) resolve that the Company be wound up voluntarily for reasons other than the reason provided in Article 47;

(i) carry out a Private Placement;

(j) grant a waiver to a Director’s non-competition obligation, or approve a Director to engage in activities in competition with the Company;

(k) change its name;

(l) change the currency denomination of its share capital;

(m) increase the share capital by such sum, to be divided into new Shares of such Classes of such par value, as the resolution shall prescribe;

(n) consolidate and divide all or any of its share capital into Shares of a larger par

Ventec International Group Co., Ltd. 騰輝電子國際集團股份有限公司
Ninth Amended and Restated Memorandum and Articles of Association

Certified a True Copy
Downloaded and Printed on 05-Aug-2025
Registrar of Companies
Auth Code: D98187299654
www.verify.gov.ky File#: 272449
Filed: 30-Jun-2025 15:24 EST
Auth Code: D75167781687

value than its existing Shares;

(o) subdivide its existing Shares, or any of them, into Shares of a smaller par value than is fixed by the Memorandum;

(p) cancel any Shares that, at the date of the resolution, have not been taken or agreed to be taken by any Person and diminish the amount of its share capital by the amount of the Shares so cancelled;

(q) subject to these Articles (including without limitation Articles 16 and 17), alter or amend the Memorandum or these Articles, in whole or in part;

(r) reduce its share capital and any fund of the capital redemption reserve in any manner authorised by the Law and the Applicable Listing Rules;

(s) appoint an inspector to examine the affairs of the Company under the Law;

(t) issue share subscription warrants to Employees of the Company at a subscription price not subject to the restrictions set forth in the Applicable Listing Rules in accordance with Paragraph (2) of Article 11;

(u) [Intentionally Deleted]; and

(v) apply for the approval of ceasing the status as a public company.

(2) Notwithstanding anything contained in these Articles, unless otherwise provided by the Law and the Applicable Listing Rules, in case the Company is dissolved after participating in the merger/consolidation or the Company is delisted from the TPEx or TWSE due to the general transfer (or the assignment of all rights and delegation of all duties of the Company), the transfer of business or assets of the Company, any share exchange or any Spin-off entered into or carried out by the Company while the surviving, transferee, existing or newly incorporated company is not a listed company (including TWSE/TPEx listed company), any such action aforementioned shall be approved by the affirmative vote of at least two-thirds (2/3) of the total votes cast by the Members of the Company.

Subject to the Law and the Applicable Listing Rules, the Company may by an Ordinary Resolution resolve that the Company be wound up voluntarily if the Company is unable to pay its debts as they fall due.
(1) Subject to the compliance with the Law, in the event any of the resolutions with respect to the matter(s) as set out in Subparagraph (a), (b) or (c) of Paragraph (1) of Article 46

Ventec International Group Co., Ltd. 腾蜾電子國際集團股份有限公司
Ninth Amended and Restated Memorandum and Articles of Association

Certified a True Copy
Downloaded and Printed on 05-Aug-2025
Registrar of Companies
Auth Code: D98187299654
www.verify.gov.ky File#: 272449
Filed: 30-Jun-2025 15:24 EST
Auth Code: D75167781687

is adopted at a general meeting, a Member who has notified the Company in writing of his objection to such proposal prior to that meeting and subsequently raised his objection at the meeting may request the Company to purchase all of his Shares at the then prevailing fair price; provided, however, that no Member shall have the abovementioned appraisal right if the resolution to be adopted is in relation to the matter(s) set out in Subparagraph (b) of Paragraph (1) of Article 46 and at the same meeting the resolution for the winding up of the Company is also adopted.

(2) Subject to the compliance with the Law, in the event that the Company resolves to carry out any Spin-Off, Consolidation, Merger, acquisition or share exchange (collectively, the "Merger and Acquisition"), a Member expressing his dissent in accordance with the Applicable Listing Rules may request the Company to purchase all of his Shares at the then prevailing fair price.

(3) Without prejudice to the Law, a Member who votes against or waives his voting right at the meeting may request the Company to repurchase all of his Shares pursuant to Paragraphs (2) of this Article. In the event the Company and such Member fail to reach an agreement on the purchase price within sixty (60) days following the date of the resolution, the Company shall, within thirty (30) days after such sixty (60) days period, file a petition against all Members who fail to reach such an agreement (collectively, the "Dissenting Members") with the R.O.C. Courts for a ruling on the appraisal price, and may designate Taiwan Taipei District Court of the R.O.C. as the court of first instance. Any and all votes waived by a Member referred to in this Paragraph shall not be counted toward the number of votes represented by the Members present at a general meeting.

(4) Without prejudice to the Law, a Member making a request pursuant to Paragraphs (1) or (2) of this Article shall make such request in writing within twenty (20) days after the date of the general meeting adopting resolutions with respect to the matter(s) as set out in Subparagraph (a), (b) or (c) of Paragraph (1) of Article 46 or the Merger and Acquisition, and specify the repurchase price. If the Member and the Company reach an agreement on the repurchase price, the Company shall pay for the Shares to be repurchased within ninety (90) days after the date of the general meeting adopting such resolutions. In case no agreement is reached, the Company shall pay the fair repurchase price determined at its discretion to the Dissenting Members with whom the Company fail to reach an agreement within ninety (90) days after the date of the general meeting adopting such resolutions. If the Company fails to pay the price, it shall be considered to have accepted the repurchase price proposed by such Dissenting Members.

(5) Notwithstanding Paragraphs (2), (3) and (4) of this Article, nothing under this Article shall restrict or prohibit a Member from exercising his right under section 238 of the Companies Act (As Amended) of the Cayman Islands and any amendment or other statutory modification thereof to payment of the fair value of his shares upon dissenting

Ventec International Group Co., Ltd. 鹿埠電子國際集團股份有限公司
Ninth Amended and Restated Memorandum and Articles of Association

Certified a True Copy
Downloaded and Printed on 05-Aug-2025
Registrar of Companies
Auth Code: D98197299854
www.verify.gov.ky File#: 272449
Filed: 30-Jun-2025 15:24 EST
Auth Code: D75167781687

from a Consolidation or Merger.

In case the procedure for convening a general meeting in which a resolution is adopted or the method of adopting a resolution is in violation of the Law, the Applicable Listing Rules or these Articles, a Member may, if and to the extent permitted under the Law, within thirty (30) days from the date of the resolution, submit a petition to the Taiwan Taipei District Court of the R.O.C., as applicable, for an appropriate remedy, including but not limited to, requesting the court to invalidate and cancel the resolution adopted therein.
Notwithstanding anything to the contrary provided for in these Articles, at any time other than during the Relevant Period, a resolution (including a Special Resolution) in writing (in one or more counterparts) signed by all Members for the time being entitled to receive notice of and to attend and vote at general meetings (or being Juristic Persons by their duly authorized representatives) shall be as valid and effective as if the same had been passed at a general meeting of the Company duly convened and held.
The proceedings regarding general meetings and the voting in general meetings not provided for in these Articles shall be governed by the internal rules of the Company, as adopted and amended by the Company by an Ordinary Resolution from time to time; during the Relevant Period, such internal rules shall be in compliance with the Law and the Applicable Listing Rules.

VOTES OF MEMBERS

Subject to any rights and restrictions as to voting for the time being attached to any Share by or in accordance with these Articles, at any general meeting, every Member present in person (or in the case of a Member being a corporation, by its duly authorised representative) or by proxy shall have one vote for each Share registered in his/her/its name in the Register.
In the case of joint Members, the joint Members shall select a representative among them to exercise their voting powers and the vote cast by such representative, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint Members.
A Shareholder who holds Shares for the benefit of others need not use all his votes or cast all the votes he holds in the same way as he uses his votes in respect of Share he holds for himself. The qualifications, scope, methods of exercise, operating procedures and other requirements for separate votes shall be in compliance with the Applicable Listing Rules.
Any corporation which is a Member of the Company may, by resolution of its board or other governing body, authorise such natural person as it thinks fit to act as its representative at any general meeting or at any meeting of a Class of Members of the

Ventec International Group Co., Ltd. 魔輝電子國際集團股份有限公司
Ninth Amended and Restated Memorandum and Articles of Association

Certified a True Copy
Downloaded and Printed on 05-Aug-2025
Registrar of Companies
Auth Code: D98187299654
www.verify.gov.ky File#: 272449
Filed: 30-Jun-2025 15:24 EST
Auth Code: D75167781687

Company.

(1) Subject to the Law and the Applicable Listing Rules, Shares held by the following persons shall not be counted in the total number of issued Shares of the Company which are entitled to vote for when calculating the quorum at a general meeting and Members belonging to the following persons shall abstain from voting in respect of all Shares held by them:

(a) the Company itself (if such holding is permitted by the Law);

(b) any entity in which the Company is legally or beneficially interested in more than fifty percent (50%) of its issued and voting share capital or equity capital; or

(c) any entity in which the Company and (i) its holding company, and (ii) its Subordinate Company are legally or beneficially, directly or indirectly, interested in more than fifty percent (50%) of its issued and voting share capital or equity capital.

(2) Any Member who bears a personal interest that may conflict with and impair the interest of the Company in respect of any matter proposed for consideration and approval at a general meeting shall abstain from voting in respect of all the Shares that such Member should otherwise be entitled to vote, on his behalf or as a proxy or corporate representative, with respect to the said matter. Any and all votes cast by such Member(s) shall not be counted in determining the number of votes for or against such matter.

(3) Where any Director, who is also a Shareholder of the Company, creates or has created any charge, mortgage, encumbrance or lien in respect of Shares held by such Director (the "Charged Shares") exceeding fifty percent (50%) of total Shares held by such Director at the time of his/her latest appointment as Director, such Director shall refrain from exercising its voting rights on the Shares representing the difference between the Charged Shares and fifty percent (50%) of total Shares held by such Director at the time of his/her latest appointment as Director, and such Shares shall not carry the voting rights and shall not be counted toward the number of votes represented by the Shareholders present at a general meeting but shall be included in the quorum.

To the extent permitted by the Law, the Board may resolve that the voting power of a Member at a general meeting may be exercised by way of a written ballot or by way of electronic transmission. The method for exercising such voting power shall be described in the general meeting notice to be given to the Members if the voting power may be exercised by way of a written ballot or electronic transmission. Notwithstanding the foregoing, during the Relevant Period, subject to the Applicable Listing Rules, the Company shall adopt the electronic transmission as one of the methods for exercising the

Ventec International Group Co., Ltd. 騰輝電子國際集團股份有限公司
Ninth Amended and Restated Memorandum and Articles of Association

Certified a True Copy
Downloaded and Printed on 05-Aug-2025
Registrar of Companies
Auth Code: D98187299654
www.verify.gov.ky File#: 272449
Filed: 30-Jun-2025 15:24 EST
Auth Code: D75167781687

voting power of a Member. Any Member who intends to exercise his voting power by way of a written ballot or by way of electronic transmission shall serve the Company with his voting decision at least two (2) days prior to the date of such general meeting. Where more than one voting decision are received from the same Member by the Company, the first voting decision shall prevail, unless an explicit written statement is made by the relevant Member to revoke the previous voting decision in the later- received voting decision. A Member who exercises his voting power at a general meeting by way of a written ballot or by electronic transmission shall be deemed to have appointed the chairman of the general meeting as his proxy to vote his Shares at the general meeting only in the manner directed by his written instrument or electronic document. The chairman of the general meeting as proxy shall not have the power to exercise the voting rights of such Members with respect to any matters not referred to or indicated in the written or electronic document, impromptu proposal and/or any amendment to resolution(s) proposed at the said general meeting. For the purpose of clarification, such Members voting in such manner shall be deemed to have waived their voting rights with respect to any extemporary matters or amendment to resolution(s) proposed at the general meeting.

In case a Member who has cast his votes by a written instrument or by way of electronic transmission intends to attend the relevant general meeting in person, he shall, at least two (2) day prior to the date of the general meeting, revoke such votes by serving a notice in the same manner as he cast such votes. In the absence of a timely revocation of such votes, such votes shall remain valid.

PROXY

(1) A Member may appoint a proxy to attend a general meeting on his behalf by executing a proxy form produced by the Company stating therein the scope of power authorized to the proxy. A proxy need not be a Member.

(2) During the Relevant Period, subject to the Law and unless otherwise provided in these Articles, forms of instrument of proxy for use at a general meeting shall be produced by the Company specifying therein (a) the instructions for filling out the form, (b) the matters to be entrusted by the Member or to be voted upon pursuant to such proxy, and (c) the basic information of the Member as appointor, the proxy and the proxy solicitor (if any) and shall be sent out together with the notice of general meeting to all Members on the same day.

A Member may only appoint one proxy for each general meeting irrespective of how many Shares he holds and shall serve an executed proxy in compliance with the preceding Article to the Company or its Shareholder Service Agent as the case may be no later than five (5) days prior to the date of the general meeting. In case the Company receives two or more proxies from one Member, the one received first by the Company shall prevail

Ventec International Group Co., Ltd. 魏輝電子國際集團股份有限公司
Ninth Amended and Restated Memorandum and Articles of Association

Certified a True Copy
Downloaded and Printed on 05-Aug-2025
Registrar of Companies
Auth Code: D98187299654
www.verify.gov.ky File#: 272449
Filed: 30-Jun-2025 15:24 EST
Auth Code: D75167781687

unless an explicit statement by the Member to revoke such proxy is made in the subsequent proxy, provided this subsequent proxy is received no later than five (5) days prior to the date of the general meeting.

In case a Member who has served a proxy intends to attend the relevant general meeting in person or to exercise his voting power by way of a written ballot or electronic transmission, he shall, at least two (2) days prior to the date of the general meeting, revoke such proxy by serving a separate written notice to the Company or Shareholder Service Agent. Otherwise, the votes cast by the proxy at the general meeting shall prevail.
A Member who has served the Company with his voting decision in accordance with Article 57 for the purpose of exercising his voting power by way of a written ballot or by way of electronic transmission may appoint a person as his proxy to attend the meeting in accordance with these Articles, in which case the vote cast by such proxy shall be deemed to have revoked his previous voting decision served on the Company and the Company shall only count the vote(s) cast by such expressly appointed proxy at the meeting.
During the Relevant Period, except for trust enterprises or shareholder service agencies duly licensed under the R.O.C. competent authorities or the chairman of a general meeting who is deemed appointed as proxy pursuant to Article 57, where a Person acts as a proxy for two or more Members, the number of voting Shares that the proxy may vote in respect thereof shall not exceed three percent (3%) of the total number of issued and outstanding voting Shares; otherwise, such number of voting Shares in excess of the aforesaid threshold shall not be counted towards the number of votes cast for or against the relevant resolution or the number of voting Shares present at the relevant general meeting but shall be included in the quorum. Upon such exclusion, the number of voting Shares being excluded and attributed to each Member represented by the same proxy shall be determined on a pro-rata basis based on the total number of voting Shares being excluded and the number of voting Shares that such Members have appointed the proxy to vote for.
The use and solicitation of proxies not provided for in these Articles shall be governed by the internal rules of the Company, as adopted and amended by the Board from time to time, which shall be in compliance with the Law and the Applicable Listing Rules (in particular, the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of R.O.C. Public Companies (as amended, supplemented or otherwise modified from time to time)).

DIRECTORS AND THE BOARD

(1) The Board shall consist of not less than seven (7) or more than nine (9) Directors (including Independent Directors). Subject to the foregoing, the number of Directors to be elected and hold the office shall be stated in the notice of the general meeting in

Ventec International Group Co., Ltd. 騰輝電子國際集團股份有限公司
Ninth Amended and Restated Memorandum and Articles of Association

Certified a True Copy
Downloaded and Printed on 05-Aug-2025
Registrar of Companies
Auth Code: D98187299654
www.verify.gov.ky File#: 272449
Filed: 30-Jun-2025 15:24 EST
Auth Code: D75167781687

which an election of Directors will be held.

(2) A Director can be a natural person or a Juristic Person. Where a Director is a Juristic Person, it shall designate a natural person as its authorized representative to exercise, on its behalf, the powers of a Director and may replace such representative from time to time so as to fulfil its remaining term of the office. A Director shall not be required to hold any Shares in the Company.

(3) Directors shall be elected by Members at general meetings. Any Juristic Person which is a Member shall be entitled to appoint a natural person or natural persons as its representative(s) to be nominated for election as Director in accordance with these Articles.

(4) The principle of cumulative voting shall apply in any election of Directors pursuant to this Article. Each Member entitled to vote in such election shall have a number of votes equal to the product of (a) the number of votes conferred by such Member's Shares and (b) the number of Directors to be elected at the general meeting. Each Member may divide and distribute such Member's votes, as so calculated, among any one or more candidates for the directorships to be filled, or such Member may cast such Member's votes for a single candidate. At such election, the candidates receiving the highest number of votes, up to the number of Directors to be elected, shall be elected. Notwithstanding anything to the contrary in these Articles, at any time other than the Relevant Period, the Company may by Ordinary Resolution appoint any Person to be a Director or remove any Director from office.

(5) The proceedings and the voting regarding the election of Directors not provided for in these Articles shall be governed by the internal rules of the Company, as adopted and amended by an Ordinary Resolution from time to time, which shall be in compliance with the Law and the Applicable Listing Rules.

The Company may, whenever it thinks fit, adopt and apply a candidate nomination mechanism for election of any of the Directors in accordance with the Applicable Listing Rules. Notwithstanding the foregoing, during the Relevant Period, a candidate nomination mechanism shall be adopted for election of all Directors. Upon adoption of candidate nomination mechanism, the Directors and Independent Directors shall be elected by the Members at a general meeting from among the nominees listed in the respective rosters of director candidate and independent director candidate. Subject to the Law and the Applicable Listing Rules, the Board may establish detailed rules and procedures for such candidate nomination.
Subject to these Articles, each Director shall be appointed to a term of office of three (3) years and is eligible for re-election. In case no election of new Directors is effected prior to the expiration of the term of office of existing Directors, the term of office of such

Ventec International Group Co., Ltd. 騰輝電子國際集團股份有限公司
Ninth Amended and Restated Memorandum and Articles of Association

Certified a True Copy
Downloaded and Printed on 05-Aug-2025
Registrar of Companies
Auth Code: D98197299654
www.serify.gov.ky File#: 272449
Filed: 30-Jun-2025 15:24 EST
Auth Code: D75167781687

existing Directors shall be extended until the time such Directors are re-elected or new Directors are duly elected and assume their office subject to these Articles. In the event of any vacancy in the Board, the new Director elected in the general meeting shall fill the vacancy for the residual term of office.

(1) Unless otherwise provided by these Articles, a Director may be removed from office at any time by a Special Resolution adopted at a general meeting.

(2) Without prejudice to other provisions of these Articles, the Directors may be put up for re-election at any time before the expiration of the term of office of such Directors. In the event where all Directors are subject for re-election at a general meeting before the expiration of the term of office of such Directors, subject to the successful election of the new Directors at the same meeting, the term of office of all current Directors is deemed to have expired on the date of the re-election if the Members do not resolve that all current Directors will only retire at the expiration of their present term of office or any other date as otherwise resolved by the Members at the general meeting.

A chairman of the Board (the "Chairman") shall be elected from among the Directors and appointed in term by a majority of the Directors present at a Board meeting attended by at least two-thirds of all of the Directors then in office. The Chairman shall externally represent the Company and internally preside as the chairman at every Board meeting and at every general meeting convened by the Board. In the event the Chairman is not present at a meeting or cannot or will not exercise his power and authority for any cause, he shall designate one of the Directors to act on his behalf. In the absence of such designation, the Directors present at the meeting shall elect from among themselves an acting chairman.
The remuneration of a Director may differ from other Directors, and shall be determined by the Board, regardless of the Company profits or losses of respective years, based on (a) the extent of a Director's involvement with the operations of the Company, (b) the contribution of a Director to the Company, (c) the prevailing industry standard and (d) such other relevant factors.
When the number of Directors then in office falls below seven (7) due to any Director(s) vacating his office for any reason, the Company shall hold an election for such number of Directors at the next general meeting to fill the vacancy for the remainder of the term of such outgoing Director(s). When the number of Directors then in office falls short by one-third of the total number of Directors initially constituting the existing Board, the Company shall convene an extraordinary general meeting within sixty (60) days of the occurrence of that fact for the purposes of electing such number of Directors to fill the casual vacancy.

Ventec International Group Co., Ltd. 騰輝電子國際集團股份有限公司
Ninth Amended and Restated Memorandum and Articles of Association

Certified a True Copy
Downloaded and Printed on 05-Aug-2025
Registrar of Companies
Auth Code: D98187299654
www.verify.gov.ky File#: 272449
Filed: 30-Jun-2025 15:24 EST
Auth Code: D75167781687

Subject to these Articles, a Director other than an Independent Director may hold any other office (except that of Auditor) or place of profit under the Company in conjunction with his office of Director for such period and on such terms (as to remuneration and otherwise) as the Board may determine, and no Director or intending Director shall be disqualified by his office from contracting with the Company either with regard to his tenure of any such other office or place of profit nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relation thereby established.
(1) Without prejudice to the duties owed by a Director to the Company under common law of the Cayman Islands and subject to the Law, the Directors shall assume fiduciary duties to the Company and without limitation, the due care of a good administrator, exercise due care and skill and act in the best interest of the Company in conducting the business operation of the Company, including matters in connection with Spin-off, Consolidation, Merger, or acquisition of the Company. A Director may be liable to the Company if he acts contrary to his duties. In circumstances where a Director breaches any of such duties and acts for his/her or other Person's interest, the Company may, with the sanction of an Ordinary Resolution, take all such actions and steps as may be appropriate and to the maximum extent legally permissible to seek to recover any and all earnings derived from such act as if such misconduct is done for the benefit of the Company.

(2) If a Director violates any law in the course of conducting the business of the Company, he shall be jointly and severally liable with the Company for the damages resulting from such violation.

(3) The preceding two Paragraphs of this Article shall apply, mutatis mutandis, to the officers of the Company who are authorised to act on its behalf in a senior management capacity.

Subject to these Articles, a Director other than an Independent Director may act by himself or his firm in a professional capacity for the Company (except that of Auditor), and he or his firm shall be entitled to remuneration for professional services as if he were not a Director.
To the extent permitted by the Law, the Company may pay, or agree to pay, a premium in respect of a contract insuring each of the following persons against risks determined by the directors, other than liability arising out of that person's negligence and/or dishonestly: an existing or former director (including alternate director), secretary or officer or Auditor of: the Company; a company which is a subsidiary of the Company; and a company in which the Company has or had an interest (whether direct or indirect).

Ventec International Group Co., Ltd. 魔輝電子國際集團股份有限公司
Ninth Amended and Restated Memorandum and Articles of Association

Certified a True Copy
Downloaded and Printed on 05-Aug-2025
Registrar of Companies
Auth Code: D98187299654
www.serify.gov.ky File#: 272449
Filed: 30-Jun-2025 15:24 EST
Auth Code: D75167781687

During the Relevant Period, the qualifications, election, removal, power, authority and other requirements for Directors (including Independent Directors), which are not covered by these Articles, shall be in compliance with the Applicable Listing Rules.

INDEPENDENT DIRECTORS

(1) During the Relevant Period, the number of Independent Directors of the Company shall not be less than three (3) or one-third of the total number of Directors at any time, whichever is greater. Two (2) of the Independent Directors shall have resident status of the R.O.C. (such resident status being registered with local government authorities) PROVIDED HOWEVER that the number of Independent Directors of the Company shall not be less than four (4) when the Chairman is also the general manager or holds an office equivalent to the general manager or when a spousal relationship or a familial relationship within the first degree of kinship as defined under the Civil Code of Taiwan exists between the Chairman and the general manager of the Company or between the Chairman and an officer equivalent to the general manager of the Company.

(2) Subject to the foregoing, the number of Independent Directors to be elected and hold the office shall be stated in the notice of the general meeting in which an election of Independent Directors will be held. When an Independent Director ceases to act, resulting in a number of Independent Directors then in office lower than the prescribed minimum number, an election for an Independent Director shall be held at the next general meeting. When all Independent Directors cease to act, the Company shall convene an extraordinary general meeting to hold an election of Independent Directors within sixty (60) days from the date on which the situation arose.

Independent Directors shall possess professional knowledge and shall maintain independence within the scope of their directorial duties, and may not have any direct or indirect interest in the Company. The professional qualifications, restrictions on shareholdings and concurrent positions held by the Independent Directors shall be as prescribed by the Applicable Listing Rules, and the assessment of independence of such Independent Directors shall be in compliance with the Applicable Listing Rules. The Board or other Persons calling a general meeting at which an election for Independent Directors is proposed shall ensure that the requirements of this Article have been satisfied and complied with in relation to any candidate for Independent Director.

POWERS AND DUTIES OF THE BOARD

(1) Subject to the Law, these Articles, the Applicable Listing Rules and any resolutions passed in a general meeting, the business of the Company shall be managed by the

Ventec International Group Co., Ltd. 騰輝電子國際集團股份有限公司
Ninth Amended and Restated Memorandum and Articles of Association

Certified a True Copy
Dissolvended and Printed on 05-Aug-2025
Registrar of Companies
Auth Code: D98187299654

www.verify.gov.ky File#: 272449

Filed: 30-Jun-2025 15:24 EST
Auth Code: D75167781687

Board in such manner as it shall think fit, which may pay all reasonable expenses in connection with business management, including but not limited to expenses incurred in forming and registering the Company and may exercise all powers of the Company.

(2) If the Board fails to comply with the Applicable Listing Rules, these Articles and any resolutions passed in a general meeting in dealing with matters in connection with Spin-off, Consolidation, Merger, or acquisition of the Company, as a result of which the Company suffers damages, any Director involved in decision-making related thereto shall be liable to the Company in respect of the damages suffered by the Company. However, a Director may be exempted from the liability if the minutes of the Board meeting or written statement demonstrates such Director's dissent.

(3) Except as otherwise provided by these Articles, the compensation to be paid to the Directors shall be determined by the Board in accordance with the standard prevalent in the industry by reference to recommendation made by the remuneration committee (if established). Such compensation shall be deemed to accrue from day to day, and the Directors shall also be entitled to be paid their travelling, hotel and other expenses properly incurred by them in going to, attending and returning from Board meetings of the Directors, or any committee established under Article 82, or general meetings of the Company, or otherwise in connection with the business of the Company, or to receive a fixed allowance in respect thereof as may be determined by the Board from time to time, or a combination partly of one such method and partly the other.

The Board may from time to time appoint any Person to hold such office in the Company as the Board may think necessary for the management of the Company, including but not limited to officers and managers, and for such term and at such remuneration as the Board may think fit. Any Person so appointed by the Board may be removed by the Board.
The Board may appoint a Secretary (and if need be an assistant Secretary or assistant Secretaries) who shall hold office for such term, at such remuneration and upon such conditions and with such powers as the Board thinks fit. Any Secretary or assistant Secretary so appointed by the Board may be removed by the Board. The Secretary shall attend all general meetings and shall keep correct minutes of such meetings. Subject to the Applicable Listing Rules, the Secretary shall also perform such other duties as are prescribed by the Law or as may be prescribed by the Board.

COMMITTEES

Subject to the Law and the Applicable Listing Rules, the Board may, or the Company may by an Ordinary Resolution, establish any committee(s) and delegate any of their powers, authorities and discretions to such committee(s) (including but not limited to an audit committee and a remuneration committee) consisting of such member or members of their body or any other Persons as the Board thinks fit. Any committee(s) so formed shall, in the exercise of the powers, authorities and discretions so delegated, and in conducting its

Ventec International Group Co., Ltd. 騰輝電子國際集團股份有限公司
Ninth Amended and Restated Memorandum and Articles of Association

Certified a True Copy
Downloaded and Printed on 05-Aug-2025
Registrar of Companies
Auth Code: D98187299654
www.verify.gov.ky File#: 272449
Filed: 30-Jun-2025 15:24 EST
Auth Code: D75167781687

proceedings, conform to any regulations that may be imposed on it by the Board pursuant to the Applicable Listing Rules. If no regulations are imposed by the Board, the proceedings of a committee with two (2) or more members shall be, as far as is practicable, governed by these Articles regulating the proceedings of the Board.

82.1(1) During the Relevant Period, unless otherwise provided by the Law and the Applicable Listing Rules, the Company shall establish an audit committee; regulations governing the professional qualifications for its members, the formation of audit committee, the exercise of their powers of office, and related matters shall be prescribed and amended from time to time by the Board in accordance with the Applicable Listing Rules.

(2) The audit committee of the Company shall be composed of all the Independent Directors. The audit committee shall not be fewer than three Persons in number, one of whom shall be convener, and at least one of whom shall have accounting or financial expertise. A resolution of the audit committee shall have the concurrence of one-half or more of the members of the audit committee.

(3) The following matters shall be subject to the consent of one-half or more of all members of the audit committee of the Company and shall be thereafter submitted to the Board for a resolution:

(a) Adoption or amendment of an internal control system.
(b) Assessment of the effectiveness of the internal control system.
(c) Adoption or amendment of handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, extension of monetary loans to others, or endorsements or guarantees for others.
(d) A matter bearing on the personal interest of a Director.
(e) A material asset or derivatives transaction.
(f) A material monetary loan, endorsement, or provision of guarantee.
(g) The offering, issuance, or Private Placement of any equity-type securities.
(h) The hiring or dismissal of an Auditor, or the compensation given thereto.
(i) The appointment or discharge of a financial, accounting, or internal auditing

Ventec International Group Co., Ltd. 騰輝電子國際集團股份有限公司
Ninth Amended and Restated Memorandum and Articles of Association

Certified a True Copy
Downloaded and Printed on 05-Aug-2025
Registrar of Companies
Auth Code: D98187299654
www.verify.gov.ky File#: 272449
Filed: 30-Jun-2025 15:24 EST
Auth Code: D75167781687

officer.

(j) Annual and semi-annual financial reports.
(k) Any other material matter so required by the Company or the competent authority.

(4) With the exception of Subparagraph (j) above, any matter under a subparagraph of the preceding Paragraph that has not been approved with the consent of one-half or more of all members of the audit committee of the Company may be undertaken upon the approval of two-thirds or more of the Directors, without regard to the restrictions of the preceding Paragraph, and such resolution of the audit committee of the Company shall be recorded in the minutes of the Board meeting.

82.2(1) During the Relevant Period, unless otherwise provided by the Law and the Applicable Listing Rules, the Company shall establish a remuneration committee; regulations governing the professional qualifications for its members, the formation of remuneration committee, the exercise of their powers of office, and related matters shall be prescribed and amended from time to time by the Board in accordance with the Applicable Listing Rules. Remuneration referred to in this Paragraph shall include salary, stock options, and any other substantive incentive measures for Directors and managerial officers under the Law or the Applicable Listing Rules.

(2) The members of the remuneration committee of the Company shall be appointed by the Board and shall not be fewer than three members, a majority of whom shall be the Independent Directors.

(3) The remuneration committee of the Company shall exercise the care of a good administrator and in good faith when performing the official powers listed below, and shall submit its recommendations for deliberation by the Board:

(a) Prescribe and periodically review the performance review and remuneration policy, system, standards, and structure for Directors and officers.
(b) Periodically evaluate and prescribe the remuneration of Directors and officers.
(c) Any other material matter so required by the Company or the competent authority.

82.3(1) During the Relevant Period, prior to any resolution of the Merger and Acquisition by the Board, the audit committee of the Company shall review the fairness and reasonableness of the plan and transaction of the Merger and Acquisition, and then

Ventec International Group Co., Ltd. 腾辅電子國際集團股份有限公司
Ninth Amended and Restated Memorandum and Articles of Association

Certified a True Copy
Downloaded and Printed on 05-Aug-2025
Registrar of Companies
Auth Code: D98187299654
www.verify.gov.ky File#: 272449
Filed: 30-Jun-2025 15:24 EST
Auth Code: D75167761687

submit review results to the Board and the general meeting of the Company. However, the audit committee of the Company may elect not to submit the aforesaid review results to the Members at a general meeting if the Law provides that the Merger and Acquisition to be resolved requires no approval by the Members.

(2) When reviewing the abovementioned matters, the audit committee of the Company shall seek opinions from an independent expert on the reasonableness of the share exchange ratio or the distribution of cash or other assets.

(3) The Company shall send the review results of the audit committee of the Company and opinions of independent experts to all Members together with the notice of general meeting in which the Merger and Acquisition is to be resolved. However, the Company shall report the Merger and Acquisition to the Members at the most recent general meeting if the Law provides that the Merger and Acquisition to be resolved requires no approval by the Members.

(4) If the Company posted the aforesaid review results and opinions of independent experts on a website designated by the R.O.C. competent authorities and arranged for the same documents to be made available at the venue of the general meeting of the Company for inspection by Members, those documents shall be deemed as having been sent to all Members.

DISQUALIFICATION AND VACATION OF OFFICE OF DIRECTORS

(1) During the Relevant Period, a person who is under any of the following circumstances shall not act as a Director of the Company; if he has already held office of a Director, he shall cease to act as a Director and be removed from the position of Director automatically:

(a) commits a felony (including but not limiting to an offence under Statute for Prevention of Organizational Crimes of the R.O.C.) and has been convicted thereof, and either (i) he has not started serving the sentence, (ii) he has not completed serving the sentence, or (iii) the time elapsed after completion of serving the sentence, expiration of the probation, or pardon is less than five (5) years;

(b) has been imposed a final sentence involving imprisonment for a term of more than one year for commitment of fraud, breach of trust or misappropriation, and either (i) he has not started serving the sentence, (ii) he has not completed serving the sentence, or (iii) the time elapsed after completion of serving the sentence, expiration of the probation, or pardon is less than two (2) years;

Ventec International Group Co., Ltd. 魏輝電子國際集團股份有限公司
Ninth Amended and Restated Memorandum and Articles of Association

Certified a True Copy
Downloaded and Printed on 05-Aug-2025
Registrar of Companies
Auth Code: D98187299654
www.verify.gov.ky File#: 272449
Filed: 30-Jun-2025 15:24 EST
Auth Code: D75167761687

(c) has been imposed a final sentence due to violation of the Anti-corruption Act, and either (i) he has not started serving the sentence, (ii) he has not completed serving the sentence, or (iii) the time elapsed after completion of serving the sentence, expiration of the probation, or pardon is less than two (2) years;

(d) becomes bankrupt or is adjudicated of commencement of liquidation proceeding by a court under the laws of any jurisdiction, and has not been reinstated to his rights and privileges;

(e) has allowed cheques and other negotiable instruments to be dishonoured and the records thereof have not been cancelled or expunged by the relevant regulatory authorities;

(f) dies or an order has been made by any competent court or authority on the grounds that he is or may be suffering from mental disorder or is otherwise incapable of managing his affairs and such order has not been revoked, or his legal capacity is restricted according to the applicable laws;

(g) ceases to be a Director by virtue of, or becomes prohibited from being a Director by reason of, an order made under any provisions of the Law and/or Applicable Listing Rules;

(h) ceases to be a Director by virtue of Article 84;

(i) resigns his office by notice in writing to the Company;

(j) is removed from office pursuant to these Articles; or

(k) has been ordered to be removed from office by the R.O.C. Courts on the grounds that such Director, in the course of performing his duties, committed serious violations of the Law, Applicable Listing Rules or these Articles, or acts resulting in material damage to the Company, upon a petition by the Company or Member(s) to the R.O.C. Courts.

(2) During the Relevant Period, in case a Director (other than Independent Director) has transferred some or all his Shares during the term of his office as a Director, such that the remaining Shares held by him are less than one half of the Shares being held by him at the time he was elected, he shall, ipso facto, cease to act as a Director and be removed from the position of Director automatically.

(3) During the Relevant Period, if a Director (other than Independent Director), (a) after

Ventec International Group Co., Ltd. 魏暉電子國際集團股份有限公司
Ninth Amended and Restated Memorandum and Articles of Association

Certified a True Copy
Downloaded and Printed on 05-Aug-2025
Registrar of Companies
Auth Code: D98187299654
www.verify.gov.ky File#: 272449
Filed: 30-Jun-2025 15:24 EST
Auth Code: D75167781687

having been elected and before his inauguration of the office of a Director, has transferred some or all his Shares held by him such that the remaining Shares are less than one half of the Shares held by such Director at the time of his election or,(b) within the Book Closure Period fixed by the Board in accordance with Article 28(2) prior to the general meeting for the election of such Director, has transferred some or all his Shares held by him such that the remaining Shares are less than one half of the Shares held at the commencement of the Book Closure Period, his election as a Director shall be deemed invalid and void.

Except as approved by the Commission, the TPEx or the TWSE (where applicable), the following relationships shall not exist among half or the majority of the Directors:(a) a spousal relationship; or (b) a familial relationship within the second degree of kinship as defined under the Civil Code of Taiwan. If any of the foregoing relationships exists among half or the majority of the elected Directors, the election with respect to the one who received the lowest number of votes among those related Directors shall be deemed invalid and void; and if he has already held office of a Director, he shall cease to act as a Director and be removed from the position of Director automatically. For the remaining Directors, if the foregoing requirements are still not satisfied, the same procedure set out above shall be applied again to the remaining related Directors, until such time as the foregoing requirements can be complied with.
In case a Director has, in the course of performing his/her/its duties, committed any act resulting in material damage to the Company or in serious violation of the Law, the Applicable Listing Rules or these Articles, but has not been removed from office by a resolution in a general meeting, one or more Members holding three percent (3%) or more of the total number of issued Shares of the Company may, within thirty (30) days after that general meeting, submit a petition to a competent court, including the Taiwan Taipei District Court of the R.O.C., but only if and to the extent permitted under the Law and the Applicable Listing Rules, for removing such Director from office.
Subject to the Law, one or more Members holding one percent (1%) or more of the total number of the issued Shares continuously for a period of six (6) months or longer may request in writing the audit committee to file, on behalf of the Company, an action against a Director who has, in the course of performing his/her duties, committed any act resulting in damage to the Company or in violation of the Law, the Applicable Listing Rules or these Articles, with a competent court, including the Taiwan Taipei District Court of the R.O.C. In case the audit committee fails to file such action within thirty (30) days after receipt of such request, to the extent permitted under the laws of the Cayman Islands, the Members making such request may file the action for the Company.

PROCEEDINGS OF THE BOARD

Ventec International Group Co., Ltd. 騰輝電子國際集團股份有限公司
Ninth Amended and Restated Memorandum and Articles of Association

Certified a True Copy
Downloaded and Printed on 05-Aug-2025
Registrar of Companies
Auth Code: D98187299654
www.verify.gov.ky File#: 272449
Filed: 30-Jun-2025 15:24 EST
Auth Code: D75167781687

The Board may meet for the despatch of business, adjourn and otherwise regulate its meetings as it considers appropriate and shall from time to time establish internal rules in this regard, which shall be in compliance with the Law and the Applicable Listing Rules. During the Relevant Period, the Board meetings shall be held at least once in each quarter or within such period and frequency as may be prescribed by the Applicable Listing Rules. The quorum necessary for the transaction of the business of the Board shall be a majority of the Directors. Subject to the Law, the Applicable Listing Rules and these Articles, any matter proposed for consideration and approval at a Board meeting shall be decided by a majority of votes entitled so to do.
A Director may, and the Secretary on the requisition of a Director shall, summon a Board meeting by, during the Relevant Period, at least seven (7) days' notice in writing, or at any time other than during the Relevant Period, at least forty eight (48) hours' notice in writing, to every Director which notice shall set forth the general nature of the business to be considered PROVIDED HOWEVER, without prejudice to the prescribed notice, in the event of emergency, as determined by the Board in its sole discretion, a Board meeting may be called at any time upon a written notice given in accordance with the Applicable Listing Rules. Notwithstanding the forgoing, at any time other than during the Relevant Period, a notice of Board meeting may be waived by all the Directors at, before or retrospectively after the relevant Board meeting is held. Any notice or waiver thereof may be given by email, telex or fax.
A Director may participate in a meeting of Board, or of any committee appointed by the Board of which such Director is a member, by means of visual communication facilities which permit all Persons participating in the meeting to see and communicate with each other simultaneously and instantaneously, and such participation shall be deemed to constitute presence in person at the meeting.
A Director may appoint another Director as his proxy to attend a meeting of the Board in writing with regard to a particular meeting, and state therein the scope of authority with reference to the subjects to be discussed at such meeting, in which event the presence and vote of the proxy shall be deemed to be that of the Director appointer. No Director may act as proxy for two (2) or more other Directors. Subject to these Articles, if a Director attends a Board meeting on his behalf and as the proxy of another Director, he is entitled to vote both as a proxy and for his own.
A Director who is in any way, whether directly or indirectly, interested in a matter discussed, considered or proposed in a meeting of the Board shall declare the nature of his interest and its essential contents at such relevant meeting. When the Company conducts any Spin-Off, Consolidation, Merger, or acquisition, a Director who bears any interest in the transaction shall explain the essential contents of such personal interest and the reason

Ventec International Group Co., Ltd. 騰輝電子國際集團股份有限公司
Ninth Amended and Restated Memorandum and Articles of Association

Certified a True Copy
Downloaded and Printed on 05-Aug-2025
Registrar of Companies
Auth Code: D98187299654
www.verify.gov.ky File#: 272449
Filed: 30-Jun-2025 15:24 EST
Auth Code: D75167781687

of approval or disapproval of the resolution in connection with the transaction in a meeting of the Board and the general meeting of the Company. The Company shall specify in the notice of general meeting with descriptions of the essential contents of a Director's personal interest and the reason of approval or disapproval of the resolution in connection with the transaction. The essential contents may be posted on the website designated by the R.O.C. competent authorities or the Company, and such website shall be indicated in the above notice. Where the spouse, a blood relative within the second degree of kinship of a Director as defined under the Civil Code of Taiwan, or any company which has a controlling or subordinate relation with a Director bear any interest in the matter under discussion at a Board meeting, such Director shall be deemed to bear a personal interest in the matter. Any Director who bears a personal interest that may conflict with and impair the interest of the Company in respect of any matter proposed for consideration and approval at a meeting of Board shall abstain from voting, on his own behalf or as a proxy or corporate representative, with respect to the said matter. Any and all votes cast by such Director(s) shall not be counted in determining the number of votes for or against such matter.

Subject to these Articles, the continuing Directors may act notwithstanding any vacancy in their body.
Notwithstanding anything to the contrary provided for in these Articles, at any time other than during the Relevant Period, a resolution in writing signed by all of the Directors then in office or all of the members of a committee of Directors, including a resolution signed in counterpart or by way of signed email, telex or telefax transmission, shall be as valid and effectual as if it had been passed at a Board meeting or of a committee of Directors duly called and constituted.
The proceedings regarding Board meetings not provided for in these Articles shall be governed by the internal rules of the Company, as adopted and amended by the Board and reported to the Members at a general meeting from time to time, which shall be in compliance with the Law and the Applicable Listing Rules (in particular, the Regulations Governing Procedure for Board of Directors Meetings of Public Companies of the R.O.C.).

RESERVES AND CAPITALISATION

During the Relevant Period, the Company shall set aside out of the profits of the Company for each financial year: (a) a reserve for payment of tax for the relevant financial year; and (b) an amount to offset losses incurred in previous year(s); and (c) a Statutory Reserve in accordance with the Applicable Listing Rules, and after the aforesaid sums as set aside from the profits for such relevant financial year for any purpose to which the profits of the Company may be properly applied, the Board shall, before recommending any dividend or bonuses, set aside the remaining profits of the Company in whole or in part for the

Ventec International Group Co., Ltd. 臃輝電子國際集團股份有限公司
Ninth Amended and Restated Memorandum and Articles of Association

Certified a True Copy
Downloaded and Printed on 05-Aug-2025
Registrar of Companies
Auth Code: D98187299654
www.verify.gov.ky File#: 272449
Filed: 30-Jun-2025 15:24 EST
Auth Code: D75167781687

relevant financial year as special reserve or reserves in accordance with the order from the Commission, and the Company may also, under these Articles or by Special Resolution of the general meeting, set aside another sum as a special reserve or reserves (collectively, the "Special Reserve").

Unless otherwise provided in the Law, the Applicable Listing Rules and these Articles, neither the Statutory Reserve nor the Capital Reserve shall be used except for offsetting the losses of the Company. The Company shall not use the Capital Reserve to offset its capital losses unless the Statutory Reserve and Special Reserve set aside for purposes of loss offset is insufficient to offset such losses.
(1) During the Relevant Period, subject to the Law, where the Company incurs no loss, it may, by a Special Resolution, distribute its Statutory Reserve, the Share Premium Account and/or the income from endowments received by the Company, which are in the Capital Reserve which are available for distribution, in whole or in part, by issuing new, fully paid Shares and/or by cash to its Members.

(2) At any time other than during the Relevant Period, subject to the Law, the Board may capital is any sum for the time being standing to the credit of the Share Premium Account or any of the other Company's reserve accounts which are available for distribution or any sum standing to the credit of the profit and loss account or otherwise available for distribution and to appropriate such sums to Members in the proportions in which such sum would have been divisible amongst them had the same been a distribution of profits by way of dividend//bonus and to apply such sum on their behalf in paying up in full unissued Shares for allotment and distribution credited as fully paid-up to and amongst them in the proportion aforesaid.

Where any difficulty arises in regard to any declaration of share dividends or share bonuses or other similar distributions under these Articles due to any fraction held by Member(s), the Board may determine that cash payments should be made to any Members in full, or part thereof, as may seem expedient to the Board. Such decision of the Board shall be effective and binding upon the Members.

COMPENSATION, DIVIDENDS AND BONUSES

At any time other than during the Relevant Period, subject to the Law and these Articles and except as otherwise provided by the rights attaching to any Shares, the Board may from time to time declare dividends/bonuses (including interim dividends/bonuses), and other distributions to the Members by issuing new, fully paid Shares and/or by cash in proportion to the number of Shares held by them respectively and authorise payment of the same out of the funds of the Company lawfully available therefore. The Directors may,

Ventec International Group Co., Ltd. 騰輝電子國際集團股份有限公司
Ninth Amended and Restated Memorandum and Articles of Association

Certified a True Copy
Downloaded and Printed on 05-Aug-2025
Registrar of Companies
Auth Code: D98187299654
www.verify.gov.ky File#: 272449
Filed: 30-Jun-2025 15:24 EST
Auth Code: D75167781687

before declaring any dividends, bonuses or distributions, set aside such sums as they think proper as a reserve or reserves which shall at the discretion of the Directors, be applicable for any purpose of the Company and pending such application may, at the like discretion, be employed in the business or investments of the Company.

100.(1) As the Company is in the growing stage, the dividend/bonuses of the Company may be distributed in the form of cash dividends/bonuses and/or stock dividends/bonuses. The Company shall take into consideration the Company's capital expenditures, future expansion plans, and financial structure, funds requirement and other plans for sustainable development needs in assessing the amount of dividends/bonuses the Company wishes to distribute.

(2) During the Relevant Period, subject to the Law, the Applicable Listing Rules and these Articles, where the Company has annual profits at the end of a financial year, upon the approval of a majority of the Directors present at a meeting attended by at least two-thirds or more of the total number of the Directors, the Company may distribute not less than five percent (5%) and not more than ten percent (10%) of the profits for such year to the Employees as the Employees' compensation in the form of shares and/or in cash and may distribute not more than two percent (2%) hereof to the Directors as the Directors' compensations, provided, however, that the total amount of accumulated losses of the Company (including adjusted undistributed profits) shall be reserved from the said profits in advance, and the Company shall distribute the remaining balance thereof to the Employees and Directors in the proportion set out above. A report of such distribution of Employees' and Directors' compensations shall be submitted to the general meeting of the Company. Except otherwise set forth by the Applicable Listing Rules, any Directors' compensations shall not be paid in the form of shares. The term "annual profits" as used herein shall mean the annual profits for such year before tax without deducting the amount of compensation distributed to the Employees and Directors as prescribed in this Paragraph (2) of this Article.

(3) During the Relevant Period, subject to the Law, the Applicable Listing Rules and these Articles and except as otherwise provided by the rights attaching to any Shares, where the Company still has annual net profit for the year, after paying all relevant taxes, offsetting losses (including losses of previous years and adjusted undistributed profits, if any), setting aside the Statutory Reserve of the remaining profits in accordance with the Applicable Listing Rules (provided that the setting aside of the Statutory Reserve does not apply if the aggregate amount of the Statutory Reserve amounts to the Company's total paid-in capital), and setting aside the Special Reserve (if any), the Board may, by a resolution passed by a majority of the Directors present at a meeting of the Board attended by two-thirds or more of the total number of Directors, distribute not less than ten percent (10%)

Ventec International Group Co., Ltd. 魏輝電子國際集團股份有限公司
Ninth Amended and Restated Memorandum and Articles of Association

Certified a True Copy
Downloaded and Printed on 05-Aug-2025
Registrar of Companies
Auth Code: D98187299654
www.verify.gov.ky File#: 272449
Filed: 30-Jun-2025 15:24 EST
Auth Code: D75167781687

of the remaining balance (including the amounts reversed from the Special Reserve), plus accumulated undistributed profits of previous years (including adjusted undistributed profits) in part or in whole to the Members as dividends/bonuses in proportion to the number of Shares held by them respectively pursuant to these Articles; and in addition thereto a report of such distribution shall be submitted to the general meeting, provided that, cash dividends/bonuses shall not be less than ten percent (10%) of the total amount of dividends/bonuses to Members.

(4) During the Relevant Period, unless otherwise resolved by the general meeting of the Company, the Employees' and Directors' compensations and dividends, bonuses or other forms of distributions payable to the Members shall be declared in NTD.

(5) The Board may deduct from the dividends, bonuses or any other amount payable to the Member in respect of the Share any amount (if any) due by such Member to the Company on account of calls or otherwise in relation to the Share.

(6) Any dividend, bonus or other monies payable on or in respect of the Share may be paid by wire transfer to the bank account nominated by the Member or by cheque or warrant sent through a post to the registered address of the Member, or to such Person and to such address as the holder may nominate in writing. In the case of joint Members, any of them may give a valid receipt for the dividend, bonus or other monies payable on or in respect of the Share.

(7) Subject to the Law and the Applicable Listing Rules, any Special Reserve may be reversed to undistributed profits of the Company.

100.1 During the Relevant Period, subject to the Law, the Applicable Listing Rules and these Articles and except as otherwise provided by the rights attaching to any Shares:

(1) The Company may resolve to distribute net profit or offset losses at the end of each half fiscal year.

(2) For any distribution of net profit in accordance with the preceding Paragraph, whenever the Company still has net profit at the end of the first half fiscal year, the Company shall first estimate and reserve the amount of Employees' compensation, Directors' compensation and then payment of tax from the said profits; and after offsetting losses (including losses as at the beginning of the first half fiscal year and adjusted undistributed profits, if any), setting aside the Statutory Reserve of the remaining profits in accordance with the Applicable Listing Rules (provided that the setting aside of the Statutory Reserve does not apply if the aggregate amount of the Statutory Reserve amounts to the Company's total paid-in capital), and setting aside the Special Reserve (if any), the Board may, subject to the compliance with percentage of

Ventec International Group Co., Ltd. 魏輝電子國際集團股份有限公司
Ninth Amended and Restated Memorandum and Articles of Association

Certified a True Copy
Downloaded and Printed on 05-Aug-2025
Registrar of Companies
Auth Code: D98187299654

www.verify.gov.ky File#: 272449

Filed: 30-Jun-2025 15:24 EST
Auth Code: D75167781687

distribution as set forth in Paragraph (3) of Article 100, resolve to distribute the remaining balance (including the amounts reversed from the Special Reserve), plus accumulated undistributed profits as at the beginning of the first half fiscal year (including adjusted undistributed profits) in whole or in part as dividends/bonuses in proportion to the number of Shares held by them respectively pursuant to these Articles; and in addition thereto a report of such distribution shall be submitted to the general meeting.

(3) Unless the Board resolves not to distribute net profit and/or offset losses, the distribution of net profit or offset of losses by the Company in accordance with the preceding Paragraph shall be based on the financial statements audited or reviewed by a certified public accountant, and the proposal of the distribution of net profit or offset of losses for the first half fiscal year, together with the business report and financial statements, shall be first reviewed by the audit committee of the Company and then be submitted to the Board for approval.

During the Relevant Period, subject to the Law, the Applicable Listing Rules and these Articles, the Company may by a Special Resolution distribute any part or all of the dividends or bonuses to the Members declared in accordance with the preceding Article by way of applying such sum in paying up in full unissued Shares for allocation and distribution to the Members.
No dividend, bonus or other distribution shall be paid otherwise than out of profits or out of monies otherwise available for dividend, bonus or other distribution in accordance with the Law. No dividend, bonus or other distribution or other money payable by the Company on or in respect of any Share shall bear interest against the Company.

ACCOUNTS, AUDIT, AND ANNUAL RETURN AND DECLARATION

(1) The Directors shall cause to be kept accounting records and books of account sufficient to give a true and fair view of the state of the Company's affairs and to show and explain the transactions of the Company and otherwise in accordance with the Law, at the Registered Office or at such other place(s) in such manner as may be determined from time to time by the Board and shall always be open to the inspection by the Directors.

(2) If the Company keeps its accounting records and books of account at any place outside the Cayman Islands in accordance with the preceding paragraph, it shall, upon service of an order or notice pursuant to the Tax Information Authority Act and any amendment or other statutory modification thereof, make available, in electronic form or any other medium at its Registered Office copies of its books of account, or any part or parts thereof, as are specified in such order or notice.

Ventec International Group Co., Ltd. 騰輝電子國際集團股份有限公司
Ninth Amended and Restated Memorandum and Articles of Association

Certified a True Copy
Downloaded and Printed on 05-Aug-2025
Registrar of Companies
Auth Code: D98187299654
www.verify.gov.ky File#: 272449
Filed: 30-Jun-2025 15:24 EST
Auth Code: D75167761687

During the Relevant Period, at the end of each financial year, the Board shall prepare: (a) the business report; (b) the financial statements which include all the documents and information as required by the Law and the Applicable Listing Rules (the "Financial Statements"); and (c) any proposal relating to the distribution of net profit and/or loss offsetting in accordance with these Articles, for adoption by the annual general meeting of the Company. Upon adoption at the annual general meeting of the Company, the Board shall distribute to each Member copies of the Financial Statements and the resolutions relating to profit distribution and/or loss offsetting. However, during the Relevant Period, the Company may make a public announcement of the abovementioned statements and resolutions instead of distributing those to each Member.
During the Relevant Period, the documents prepared by the Board in accordance with the preceding Article shall be made available at the Shareholder Service Agent's office in the R.O.C. for inspection during normal business hours by the Members, ten (10) days prior to the annual general meeting.
Subject to the Law and the Applicable Listing Rules, the Board may determine (or revoke, alter or amend any such determination) that the accounts of the Company be audited and the appointment of the Auditors.
During the Relevant Period, the Board shall keep copies of the Memorandum, these Articles, the minutes of every general meeting, the Financial Statements, the Register and the counterfoil of corporate bonds issued by the Company at its Shareholder Service Agent's office in the R.O.C. Any Member may request at any time, by submitting evidentiary document(s) to show his interests involved and indicating the scope of requested matters, access to inspecting, transcribing and making copies of the above documents; the Company shall make Shareholder Service Agent provide the above documents.
The Board in each year shall prepare, or cause to be prepared, an annual return and declaration setting forth the particulars required by the Law and deliver a copy thereof to the Registrar of Companies in the Cayman Islands.

TENDER OFFER

Subject to the Law and the Applicable Listing Rules, during the Relevant Period, within fifteen (15) days after receipt of the copy of the public tender offer report form, the public tender offer prospectus, and relevant documents, the Company shall make a public announcement of the following:

(a) the types, number and amount of shares held by the Directors and any Member holding more than ten percent (10%) of the total issued and outstanding Shares;

Ventec International Group Co., Ltd. 猫輝電子國際集團股份有限公司
Ninth Amended and Restated Memorandum and Articles of Association

Certified a True Copy
Downloaded and Printed on 05-Aug-2025
Registrar of Companies
Auth Code: D98187299654
www.verify.gov.ky File#: 272449
Filed: 30-Jun-2025 15:24 EST
Auth Code: D75167781687

(b) the recommendations made by the Board to the Members on such tender offer, which shall set forth the identity and financial status of the tender offeror, fairness of the tender offer conditions, verification on rationality of source of fund for tender offer, and the names of the Directors who abstain or object to the tender offer and the reason(s) therefor;

(c) whether there is any material change in the financial condition of the Company after the delivery of its most recent financial report and the contents of such change, if any;

(d) the types, number and amount of the shares of the tender offeror its affiliates held by the Directors and the Members holding more than ten percent (10%) of the total issued and outstanding Shares; and

(e) other relevant significant information.

WINDING UP

Subject to the Law, the Company may be wound up by a Special Resolution passed by the Members. If the assets available for distribution amongst the Members shall be insufficient to repay the whole of the share capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the Members in proportion to the number of the Shares held by them. If in a winding up the assets available for distribution amongst the Members shall be more than sufficient to repay the whole of the share capital at the commencement of the winding up, the surplus shall be distributed amongst the Members in proportion to the number of the Shares held by them at the commencement of the winding up. This Article is without prejudice to the rights of the holders of Shares issued upon special terms and conditions.
Subject to the Law, if the Company shall be wound up, the liquidator may, with the sanction of a Special Resolution and any other sanction required by the Law, divide and distribute amongst the Members the whole or any part of the property of the Company (whether they shall consist of property of the same kind or not) in cash or asset and may, for such purpose set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the Members or different Classes. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the Members as the liquidator shall think fit, but so that no Member shall be compelled to accept any asset whereon there is any liability.
The Company shall keep all statements, records of account and documents for a period of

Ventec International Group Co., Ltd. 擁輝電子國際集團股份有限公司
Ninth Amended and Restated Memorandum and Articles of Association

Certified a True Copy
Downloaded and Printed on 05-Aug-2025
Registrar of Companies
Auth Code: D98187299654
www.verify.gov.ky File#: 272449
Filed: 30-Jun-2025 15:24 EST
Auth Code: D75167781687

ten (10) years from the date of the completion of liquidation, and the custodian thereof shall be appointed by the liquidator or the Company by an Ordinary Resolution.

NOTICES

Subject to the Law and except as otherwise provided in these Articles, any notice or document may be served by the Company to any Member either personally, or by facsimile, or by sending it through the post in a prepaid letter or via a recognised courier service, fees prepaid, addressed to such Member at his address as appearing in the Register, or, to the extent permitted by the Law and the Applicable Listing Rules, by posting it on a website designated by the Commission, the TPEx or the TWSE (where applicable) and/or the Company's website, or by electronic means by transmitting it to any electronic mail number or address such Member may have positively confirmed in writing for the purpose of such service of notices. In the case of joint Members, all notices shall be given to that one of the Members whose name stands as their representative in the Register in respect of the joint holding.
Any Member present, either personally or by proxy, at any meeting of the Company shall for all purposes be deemed to have received due notice of such meeting including the purpose for which such meeting was convened.
Any notice or other document, if served by:

(a) post, shall be deemed to have been served on the day following that on which the letter containing the same is posted or delivered to the courier;

(b) facsimile, shall be deemed to have been served upon production by the transmitting facsimile machine of a report confirming transmission of the facsimile in full to the facsimile number of the recipient;

(c) courier service, shall be deemed to have been served forty-eight (48) hours after the time when the letter containing the same is delivered to the courier service; or

(d) electronic mail, shall be deemed to have been served immediately upon the time of the transmission by electronic mail, subject to the Law.

Any notice or document served to the registered address of any Member in accordance with these Articles shall notwithstanding that such Member be then dead or bankrupt, and whether or not the Company has notice of his death or bankruptcy, be deemed to have been duly served in respect to any Share registered in the name of such Member as sole or joint Member.

Ventec International Group Co., Ltd. 隆輝電子國際集團股份有限公司
Ninth Amended and Restated Memorandum and Articles of Association

Certified a True Copy
Downloaded and Printed on 05-Aug-2025
Registrar of Companies
Auth Code: D98187299654
www.verify.gov.ky File#: 272449
Filed: 30-Jun-2025 15:24 EST
Auth Code: D75167781687

REGISTERED OFFICE OF THE COMPANY

The Registered Office of the Company shall be at such address in the Cayman Islands as the Board shall from time to time determine.

FINANCIAL YEAR

Unless the Board otherwise prescribes, the financial year of the Company shall end on December 31st in each year and shall begin on January 1st in each year.

SEAL

The Company shall adopt a Seal by resolution of the Board and, subject to the Law, the Company may also have a duplicate Seal or Seals for use in any place or places outside of the Cayman Islands. The use and management of the Seal (or duplicate Seals) may be determined by the Board from time to time pursuant to the adoption of any regulation governing the use and management of seals of the Company in accordance with the Applicable Listing Rules.

LITIGATION AND NON-LITIGATION AGENT IN THE R.O.C.

120.(1) Subject to the provisions of the Applicable Listing Rules, the Company shall, by a resolution of the Directors, appoint or remove a person as its litigation and non-litigation agent and such agent will be deemed as the responsible person of the Company in the R.O.C. under the Applicable Listing Rules.

(2) The preceding agent shall have residence or domicile in the R.O.C.

(3) The Company shall report the name, residence/domicile of the preceding agent and power of attorney to the competent authority in the R.O.C. This reporting requirement shall also apply if there is any change.

CHANGES TO CONSTITUTION

Subject to the Law and the Applicable Listing Rules, the Company may, by Special Resolution, alter or amend the Memorandum or these Articles, in whole or in part.
Remainder of Page Intentionally Left Blank -

Ventec International Group Co., Ltd. 猪輝電子國際集團股份有限公司
Ninth Amended and Restated Memorandum and Articles of Association

Certified a True Copy
Downloaded and Printed on 05-Aug-2025
Registrar of Companies
Auth Code: D98187299654
www.verify.gov.ky File#: 272449
Filed: 30-Jun-2025 15:24 EST
Auth Code: D75167781687

【Appendix 2】

Ventec International Group Co., Ltd.

The Rules of Procedure for Shareholders' Meetings

Article 1

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

Article 2

The rules of procedures for this Corporation'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, this Corporation's shareholders meetings shall be convened by the board of directors.

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

This Corporation shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors or supervisors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a special shareholders meeting. This Corporation shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders meeting or before 15 days before the date of the special shareholders meeting. If, however, this Corporation has the paid-in capital of NT$10 billion or more as of the last day of the most current fiscal year, or total shareholding of foreign shareholders and PRC shareholders reaches 30% or more as recorded in the register of shareholders of the shareholders meeting held in the immediately preceding year, transmission of these electronic files shall be made by 30 days before the regular shareholders meeting. In addition, before 15 days before the date of the shareholders meeting, this Corporation shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at this Corporation and the professional shareholder services agent designated thereby.

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:

For physical shareholders meetings, to be distributed on-site at the meeting.
For hybrid shareholders meetings, to be distributed on-site at the meeting and shared on the virtual meeting platform.
For virtual-only shareholders meetings, electronic files shall be shared on the virtual meeting platform.

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

Election or dismissal of directors or supervisors, amendments to the articles of incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the corporation, or any matter under 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 this Corporation a proposal for discussion at a regular shareholders meeting. The number of items so proposed is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. When the circumstances of any subparagraph of 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, this Corporation 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, this Corporation shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders meeting the board of directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.

Article 4

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

A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting, and shall deliver the proxy form to this Corporation before five days before the date of the shareholders meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment.

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

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

Article 5

(Principles determining the time and place of a shareholders meeting)

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

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

Article 6

(Preparation of documents such as the attendance book)

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

The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations. For virtual shareholders meetings, shareholders may begin to register on the virtual meeting platform 30 minutes before the meeting starts. Shareholders completing registration will be deemed as attend the shareholders meeting in person.

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

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

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

When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.

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

In the event of a virtual shareholders meeting, this Corporation shall upload the meeting agenda book, annual report and other meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.

Article 6-1

(Convening virtual shareholders meetings and particulars to be included in shareholders meeting notice) To convene a virtual shareholders meeting, this Corporation shall include the follow particulars in the shareholders meeting notice:

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

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.

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

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 chairperson of the board in person and attended by a majority of the directors, at least one supervisor in person, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes.

If a Shareholders' meeting is convened by a party with 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.

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

Article 8

(Documentation of a shareholders meeting by audio or video)

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

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

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

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

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

Article 9

Attendance at shareholders meetings shall be calculated based on 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, this Corporation shall also declare the meeting adjourned at the virtual meeting platform.

If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to 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 this Corporation 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 shareholder meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. Votes shall be cast on each separate proposal in the agenda (including extraordinary motions and amendments to the original proposals set out in the agenda). The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting.

The provisions of the preceding paragraph apply mutatis mutandis to a shareholders meeting convened by a party with the power to convene that is not the board of directors.

The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.

The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed and 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 shareholder 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

100

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 this Corporation, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.

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

With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed 3 percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.

Article 13

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

When this Corporation holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that this Corporation 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 this Corporation before two days before the date of the shareholders meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.

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

101

Except as otherwise provided in the Company Act and in this Corporation's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.

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

Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of this Corporation.

Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.

When this Corporation convenes a virtual shareholders meeting, after the chair declares the meeting open, shareholders attending the meeting online shall cast votes on proposals and elections on the virtual meeting platform before the chair announces the voting session ends or will be deemed abstained from voting.

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

When this Corporation convenes a hybrid shareholders meeting, if shareholders who have registered to attend the meeting online in accordance with Article 6 decide to attend the physical shareholders meeting in person, they shall revoke their registration two days before the shareholders meeting in the same manner as they registered. If their registration is not revoked within the time limit, they may only attend the shareholders meeting online.

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

Article 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 this Corporation, and the voting results shall be announced on-site immediately, including the names of those elected as directors and supervisors and the numbers of votes with which they were elected and the list of the unsuccessful directors and the number of votes obtained.

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 1 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.

102

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.

This Corporation 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 this Corporation.

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

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

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, this Corporation 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.

103

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 this Corporation, 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 5 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, this Corporation 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 this Corporation convenes a virtual-only shareholders meeting, both the chair and secretary shall be in the same location, and the chair shall declare the address of their location when the meeting is called to order.

Article 21

(Handling of disconnection)

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

In the event of a virtual shareholders meeting, when declaring the meeting open, the chair shall also declare, unless under a circumstance where a meeting is not required to be postponed 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.

104

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

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

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

When this Corporation convenes a hybrid shareholders meeting, and the virtual meeting cannot continue as described in 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, this Corporation 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, this Corporations shall handle the matter based on the date of the shareholders meeting that is postponed or resumed under the second paragraph.

Article 22

(Handling of digital divide)

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

105

【Appendix 3】

Ventec International Group Co., Ltd.

Shareholdings of All Directors

2026/4/20

Job title	Name	Number of Shares Held atCurrent
		Shares	(%)
Director	Alpha Victor Limited	4,090,908	5.73
	Representative: Wang, Yu-Tzu	—	—
Director	CT Capital Limited	2,130,000	2.98
	Representative: Chiu,Yi-Cheng	—	—
Director	Chung, Chien- Jen	1,360,623	1.90
Director	Elite Gain International Limited	511,239	0.72
	Representative: Pai, Yu-Li	—	—
Independent Director	Sheu, Yuan- Kuo	—	—
Independent Director	Chen, Tsung-Hsi	—	—
Independent Director	Hou, Yu-Tau	—	—

Note: The type and number of the issued shares by the Company are 71,434,745 ordinary shares; All directors hold 8,092,770 shares.

106

集團總部 / CORPORATE HEADQUARTERS

Ventec Electronics Co. Ltd.
308 TaiShan Rd
New District Suzhou
Jiangsu, P.R. China 215129
T: +86 512-68091810
Email: [email protected]

中東、歐洲及非洲區總部 / EMEA REGIONAL HEADQUARTERS

Ventec Europe
Unit 1 Trojan Business Centre
Tachbrook Park Estate
Leamington-Spa, CV34 6RH, UK
T: +44 1926-889822
Email: [email protected]

美洲區總部 / AMERICAS REGIONAL HEADQUARTERS

Ventec USA
720 Lee Street
Elk Grove Village
Illinois IL 60007
United States of America
T: +1 630-422 1627
Email: [email protected]

ventec
INTERNATIONAL GROUP
搜輝電子
venteclaminates.com
力方廣告設計 02-25176678 印刷

AI assistant

Ventec — AGM Information 2026

52608_rns_2026-05-13_bc0c0d8c-4e0c-43ae-90cd-8b8ebe5d3d42.pdf

ventec

2026

Annual Shareholders' Meeting

Meeting Handbook

Contents

Attachments

Appendix

Ventec International Group Co., Ltd.

Management Presentation

Ratifications

Case No.1 (Proposed by the Board of Directors)

Proposal:

Explanation:

Resolution:

Case No.2 (Proposed by the Board of Directors)

Proposal:

Explanation:

Resolution:

Discussions

Case No.1 (Proposed by the Board of Directors)

Proposal:

Explanation:

Resolution:

Case No.2 (Proposed by the Board of Directors)

Proposal:

Explanation:

Resolution:

BUSINESS REPORT TO SHAREHOLDERS

I. 2025 Business Report

4. Research and development direction:

II. Summary of 2026 Business Plan

1. Business policy:

2. Expected production and sales situation:

III. Future Development Strategy

IV. The Impact of Competitors, Environmental Regulations, and Macroeconomic Environment

Key Audit Matters

Authenticity of specific sales revenue

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

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

Ventec International Group Co., Ltd.

Ventec International Group Co., Ltd. Comparison Table for ARTICLES OF ASSOCIATION

NINTH AMENDED AND RESTATED MEMORANDUM OF

ASSOCIATION OF

NINTH AMENDED AND RESTATED ARTICLES OF

ASSOCIATION OF

INTERPRETATION

SHARES

MODIFICATION OF RIGHTS

REGISTER

REDEMPTION AND REPURCHASE OF SHARES

TRANSFER AND TRANSMISSION OF SHARES

NON-RECOGNITION OF TRUSTS

CLOSING REGISTER OR FIXING RECORD DATE

GENERAL MEETINGS

NOTICE OF GENERAL MEETING

PROCEEDINGS AT GENERAL MEETINGS

VOTES OF MEMBERS

PROXY

DIRECTORS AND THE BOARD

INDEPENDENT DIRECTORS

POWERS AND DUTIES OF THE BOARD

COMMITTEES

DISQUALIFICATION AND VACATION OF OFFICE OF DIRECTORS

PROCEEDINGS OF THE BOARD

RESERVES AND CAPITALISATION

COMPENSATION, DIVIDENDS AND BONUSES

ACCOUNTS, AUDIT, AND ANNUAL RETURN AND DECLARATION

WINDING UP

NOTICES

REGISTERED OFFICE OF THE COMPANY

FINANCIAL YEAR

SEAL

LITIGATION AND NON-LITIGATION AGENT IN THE R.O.C.

CHANGES TO CONSTITUTION

Article 4

Article 5

Article 6

Ventec AGM Information 2026