[Poray] Announcement: Board of Directors Resolves on Cash Capital Increase for Subsidiary Poray Management Consulting Co., Ltd.

1. Name and nature of the target item (if it is preferred stock, specify the terms of preferred stock issuance, such as dividend rate, etc.):
Ordinary shares of Poray Management Consulting Co., Ltd.
2. Date of occurrence: 115/5/5 ~ 115/5/5
3. Date of board approval: May 5, 115 (Republic of China calendar)
4. Other approval dates: Not applicable
5. Transaction quantity, unit price, and total transaction amount:
Transaction quantity: 62,400,000 shares
Unit price: NT$10
Total transaction amount: NT$624,000,000
6. Counterparty to the transaction and its relationship with the company (if the counterparty is a natural person and not a related party of the company, their name may be omitted):
(1) Counterparty: Poray Management Consulting Co., Ltd.
(2) Relationship with the company: Wholly-owned subsidiary of this company
7. If the counterparty is a related party, the reason for selecting the related party as the counterparty, the previous owner, the relationship between the previous owner, the company, and the counterparty, the date of previous transfer, and the transaction amount must also be announced:
Not applicable
8. If the owner of the subject matter has been a related party of the company within the last five years, the date of acquisition and disposal by the related party, the price, and the relationship with the company at the time of the transaction must also be announced:
Not applicable
9. Matters related to the disposal of claims (including the types of collateral attached to the claims being disposed of, and if the claims disposed of are claims against a related party, the name of the related party and the book value of the claims against the related party being disposed of must be announced):
Not applicable
10. Disposal profit (or loss) (not applicable for acquisition of securities) (if deferred, list the recognition status):
Not applicable
11. Delivery or payment terms (including payment period and amount), contract restrictions, and other important agreed matters:
Cash capital increase to be carried out according to the capital increase plan schedule of Poray Management Consulting Co., Ltd.
12. Decision-making method for this transaction, basis for price determination, and decision-making unit:
Approved by the company's audit committee and board of directors.
13. Net asset value per share of the company whose securities are acquired or disposed of:
NT$11.57
14. As of the present, the cumulative quantity, amount, shareholding ratio, and any restrictions on rights (such as pledges) of the securities held in this transaction (including this transaction):
(1) Cumulative quantity held: 62,500,000 shares
(2) Cumulative amount held: NT$625,000,000
(3) Shareholding ratio: 100%
(4) Restrictions on rights: None
15. As of the present, the proportion of investment in securities listed in Article 3 of the "Regulations Governing Acquisitions or Dispositions of Assets by Publicly Offered Companies" (including this transaction) to the total assets and equity attributable to the parent company owner in the company's latest financial statements, and the amount of working capital in the latest financial statements (Note 2):
(1) Proportion of total assets in the parent company's latest financial statements: 94.28%
(2) Proportion of equity attributable to the parent company owner in the parent company's latest financial statements: 195.39%
(3) Amount of working capital in the latest financial statements: (NT$3,793,203) thousand
16. Broker and brokerage fees:
Not applicable
17. Specific purpose or use of the acquisition or disposal:
To supplement operating funds through this cash capital increase.
18. Opinions of dissenting directors on this transaction:
None
19. Is this transaction a related party transaction?
Yes
20. Date of approval by supervisor or audit committee:
May 5, 115 (Republic of China calendar)
21. Did the accountant issue an opinion of unreasonableness for this transaction?
Not applicable
22. Name of accounting firm:
Not applicable
23. Name of accountant:
Not applicable
24. Accountant's practice certificate number:
Not applicable
25. Does it involve a change in operating model?
No
26. Explanation of operating model change:
Not applicable
27. Transaction status with the counterparty in the past year and the projected future year:
Not applicable
28. Source of funds:
Own funds and bank loans
29. Date of previous announcement of material information on the same matter:
Not applicable
30. Other explanatory matters:
Approved by the audit committee and board of directors on May 5, 115, and authorized the chairman to handle all subsequent matters related to the capital increase based on the actual progress of the capital increase.