[Shiji Wind Power] Approval of Share Exchange with Shiji Huaxin Wind Energy

1. Type of Acquisition (such as merger, division, acquisition, or share transfer): Share exchange 2. Date of Fact: 115/6/25 3. Names of Companies Involved in the Acquisition: Acquiring Company: Shiji Offshore Wind Power Equipment Co., Ltd. (hereinafter referred to as 'the Company' or 'Shiji Wind Power') Target Company: Shiji Huaxin Wind Energy Co., Ltd. (hereinafter referred to as 'Shiji Huaxin') 4. Transaction Counterparty: Shiji Huaxin 5. Transaction Counterparty is a Related Party: Yes 6. Relationship Between Transaction Counterparty and the Company: Both the Company and Shiji Huaxin are subsidiaries of Shiji Steel Structure Co., Ltd. To strengthen competitiveness, leverage synergies, and ultimately improve overall operating performance, the Company plans to conduct a share exchange with Shiji Huaxin in accordance with the 'Business Merger Act', 'Company Act', and other relevant regulations. The share exchange has been deemed reasonable by independent experts and has been reviewed by the Audit Committee for fairness and reasonableness, and is considered fair and will not significantly adversely affect the rights of the Company's shareholders. 7. Purpose and Conditions of the Acquisition: Acquisition Reason: To strengthen competitiveness, leverage synergies, and ultimately improve overall operating performance. Compensation Conditions: The Company will issue new common shares at a ratio of 0.22 shares of the Company's common stock for every 1 share of Shiji Huaxin's common stock and deliver them to all shareholders of Shiji Huaxin as compensation. Payment Time: The share exchange base date is tentatively set for December 31, 2026. If it is necessary to adjust the share exchange base date due to actual circumstances, the boards of directors of both parties will jointly negotiate and adjust the share exchange base date and announce it. 8. Expected Benefits After the Acquisition: Shiji Wind Power is the core manufacturing and delivery platform for offshore wind power underwater foundations for the group, owning a large heavy cargo wharf area in 'Taipei Port' and self-developed and patented heavy lifting equipment 'Shiji Sky Tower'. Shiji Huaxin, on the other hand, specializes in the manufacturing of key components, piles, and tower structures for underwater foundations, with 'Taichung Port' as its base. This upstream and downstream integration will allow Shiji Wind Power to fully leverage the dual-base advantages of 'Taipei Port' and 'Taichung Port'. In the future, it is expected to leverage synergies in key component control, joint procurement of raw materials, optimization of production schedules, quality control, and engineering management, and comprehensively improve the efficiency of bidding for and executing large-scale offshore wind power projects. It is hoped to enhance international competitiveness while laying a solid foundation for entering the Asia-Pacific market. 9. Impact on Net Asset Value per Share and Earnings per Share: This acquisition is expected to combine the resources of both parties and enhance operational advantages. In the long term, it will have a positive impact on the Company's net asset value per share and earnings per share. 10. Type of Compensation and Source of Funds: Due to this share exchange case, the Company plans to issue 44,000,000 new common shares to shareholders of Shiji Huaxin other than the Company. The aforementioned planned issuance of common shares, with a par value of NT$10 per share, is expected to have a total issuance amount of NT$440,000,000. The rights and obligations of the newly issued shares are the same as those of the Company's originally issued common shares. However, the actual number of new shares to be issued by the Company will be based on the total number of common shares actually issued by Shiji Huaxin on the share exchange base date, minus the number of Shiji Huaxin common shares to be canceled in accordance with relevant regulations, and calculated based on the share exchange ratio of this share exchange case. If there are circumstances where the share exchange ratio needs to be adjusted as agreed in the share exchange contract, the boards of directors of both parties will jointly negotiate and reasonably adjust the share exchange ratio. 11. Share Exchange Ratio and Its Calculation Basis: The share exchange ratio for this share exchange case is 0.22 shares of the Company's common stock for every 1 share of Shiji Huaxin's common stock. The share exchange ratio is determined by considering the recent market prices and financial information of the Company and Shiji Huaxin, as well as consulting with independent experts. It has also been reviewed by independent experts and deemed reasonable. 12. Whether Accountants, Lawyers, or Securities Underwriters Have Issued Non-Rational Opinions on This Transaction: No 13. Names of Accounting Firms, Law Firms, or Securities Underwriting Companies: Guofu Haohua Certified Public Accountants 14. Names of Accountants or Lawyers: Wu Mengda 15. Business License Number of Accountants or Lawyers: Beijing Finance Two No. 9132436500 16. Content of the Opinion Letter on the Reasonableness of the Share Exchange Ratio, Cash, or Other Property Distribution to Shareholders by Independent Experts (i. The method, principle, or calculation method used to determine the public offering price and its comparison with internationally common market price method, cost method, and discounted cash flow method. ii. Comparison of the financial situation, profitability, and price-to-earnings ratio of the acquired company with listed peers. iii. If the public offering price refers to the appraisal report of the appraisal institution, the content and conclusion of the appraisal report should be explained. iv. If the acquisition person's financing repayment plan is secured by the assets or shares of the acquired company or the surviving company after the merger, the impact assessment of the financial and business soundness of the acquired company or the company after the merger should be explained)(Note 7): The opinion letter on the reasonableness of the share exchange ratio by independent experts is based on the quantifiable numbers of the Company and objectively considers market data, using the market price method and comparable company method as the basis, and derives the reasonable price range of the Company's common stock per share as NT$192.22~220.62. The market acquisition value range of Shiji Huaxin's common stock per share is NT$37.27~50.64. Based on this, the reasonable range of the share exchange ratio is 0.1689~0.2634 shares of the Company's common stock for every 1 share of Shiji Huaxin's common stock. Due to strategic considerations, the Company plans to conduct a share exchange with Shiji Huaxin, and both parties propose to issue 0.22 shares of the Company's newly issued common stock for every 1 share of Shiji Huaxin's common stock. This share exchange ratio has been carefully evaluated by independent experts and falls within the aforementioned reasonable range of share exchange ratios, which is appropriate and reasonable. 17. Scheduled Completion Schedule (Note 7): The Company and Shiji Huaxin tentatively set the share exchange base date as December 31, 2026. If either party cannot obtain the necessary approval from the competent authority, the effectiveness of the report, or complete the necessary procedures such as the resolution of the board of directors or the shareholders' meeting before the share exchange base date, the share exchange base date needs to be adjusted. In such case, the boards of directors of both parties will jointly negotiate and adjust the share exchange base date and announce it. 18. Matters Related to the Rights and Obligations of Existing or New Companies Accepting (or Dividing) Companies (Note 2): Not applicable 19. Basic Information of Companies Involved in the Merger (Note 3): (1) The main business of the Company is jacket-type underwater foundations. (2) The main business of Shiji Huaxin is pile-type underwater foundations. 20. Matters Related to the Division (including the planned transfer of business and assets to existing or newly established companies; the total number, type, and quantity of shares acquired by the divided company or its shareholders; matters related to the reduction of capital of the divided company when its capital is reduced)(Note: If it is not a division announcement, it is not applicable): Not applicable 21. Conditions and Restrictions on the Future Transfer of Acquired Shares: Not applicable 22. Plans After the Acquisition (including i. The willingness and plan content to continue operating the company's business. ii. Whether there is dissolution, delisting (OTC), major changes in organization, capital, business plans, finance, production, arrangements or use of important personnel and assets of the company, or other major matters affecting the rights of shareholders): After the completion of this share exchange, Shiji Huaxin will become a wholly-owned subsidiary of the Company; Shiji Huaxin plans to resolve this share exchange case at the temporary shareholders' meeting on August 12, 2026; After obtaining the necessary approval from the relevant competent authority for this share exchange case, Shiji Huaxin will apply to the Taiwan Securities Dealers Association for the termination of the listing of securities on the OTC market and apply to the Securities and Futures Bureau of the Financial Supervisory Commission for the cessation of public offering. 23. Other Important Agreed Terms: None 24. Other Major Matters Related to the Acquisition: After the completion of this share exchange, Shiji Huaxin will become a wholly-owned subsidiary of the Company; Shiji Huaxin plans to resolve this share exchange case at the temporary shareholders' meeting on August 12, 2026; After obtaining the necessary approval from the relevant competent authority for this share exchange case, Shiji Huaxin will apply to the Taiwan Securities Dealers Association for the termination of the listing of securities on the OTC market and apply to the Securities and Futures Bureau of the Financial Supervisory Commission for the cessation of public offering. 25. Whether Directors Have Objections to This Transaction: No 26. Information on Directors Involved in the Acquisition Transaction (Names of Natural Person Directors or Names of Corporate Directors and Names of Their Representatives, Important Content of Their Personal or Represented Corporate Interests (including but not limited to the actual or planned investment methods in other companies participating in the acquisition, shareholding ratio, transaction price, whether participating in the management of the acquisition company, and other investment conditions, etc.), Their Reasons for Avoidance or Non-Avoidance, Avoidance Situation, Support or Opposition to the Acquisition