[Golden Biotechnology] Announcement of Board of Directors' Resolution to Issue Restricted Stock Units to Employees

1.Date of board of directors' resolution: 2026/04/08
2.Expected issuance price: This is a gratuitous issuance to employees, with an issuance price of NT$0.
3.Expected total issuance (shares): Up to 1,000,000 common shares
4.Vesting conditions:
(1)Employees who remain employed after receiving restricted stock units (i.e., the capital increase record date) and meet the following timelines, while also achieving company operational goals and individual performance indicators, may vest shares at the following ratios annually:
A.Upon completion of 1 year of service: 20%
B.Upon completion of 2 years of service: 30%
C.Upon completion of 3 years of service: 50%
(2)Company operational goals:
The company must meet one of the following conditions in the year prior to each vesting date:
A.Obtain formal drug approval or conditional drug approval.
B.Complete the signing of international licensing agreements and receive payment.
C.Based on the financial reports audited by an accountant for the year prior to each vesting date, operating revenue grows by 100% (or more) compared to the previous year, or pre-tax net income grows by 100% (or more) compared to the previous year, whichever is met. However, if the pre-tax net income for the previous year is negative or zero, the pre-tax net income per share growth condition in this clause does not apply, and the operating revenue growth of 100% (or more) compared to the previous year shall apply.
(3)Individual performance indicators:
Performance appraisal for the most recent year prior to the vesting period must be 'A' (or above).
5.Handling of employees who do not meet vesting conditions or in case of inheritance:
If an employee does not meet the vesting conditions, the company will reclaim and cancel the shares without compensation. Other situations will be handled in accordance with the company's established issuance regulations.
6.Other issuance conditions: None.
7.Employee qualification conditions:
Limited to full-time employees of the company and its domestic and foreign controlled or affiliated companies who are employed on the grant date of the restricted stock units. Recipients will be selected based on factors such as: 1. High relevance to the company's future goals and strategic development; 2. Significant value of individual performance to the company; 3. Core new employees. The actual recipients and the number of restricted stock units to be granted will be determined by the Chairman after considering factors such as employee seniority, job grade, work performance, overall contribution, special achievements, or other management-related conditions, and then submitted to the board of directors for resolution. However, managers or directors with employee status must first obtain the consent of the Compensation Committee; employees who are not directors or managers must first obtain the consent of the Audit Committee.
8.Necessary reasons for this issuance of restricted stock units to employees:
To attract and retain professional talent required by the company, and to motivate employees for long-term service, enhance loyalty and productivity, in order to jointly create benefits for the company and shareholders.
9.Possible expensed amount:
The company shall measure the fair value of the shares on the grant date and recognize the related expenses annually over the vesting period.
The maximum of 1,000,000 restricted stock units to be resolved at the 2026 Annual Shareholders' Meeting, issued at NT$0 per share, is estimated to result in a possible expensed amount of approximately NT$83,000 thousand (estimated based on the closing price of NT$83.00 on April 7, 2026). If issued on July 1, 2026, the estimated expensed amounts for 2026-2029 are approximately NT$21,442 thousand, NT$34,583 thousand, NT$20,058 thousand, and NT$6,917 thousand, respectively.
10.Dilution of earnings per share:
Based on the company's outstanding shares as of the book closure date on March 22, 2026 (i.e., 63,637,000 shares), the estimated possible reduction in earnings per share after expensing for 2026-2029 is NT$0.34, NT$0.54, NT$0.32, and NT$0.11, respectively.
11.Other matters affecting shareholders' equity: None.
12.Rights restricted for employees after receiving or subscribing to new shares and before meeting vesting conditions:
(1)The restricted stock units issued under these regulations will be delivered to a trust institution or entrusted to a custodian bank for safekeeping in the name of the employees in accordance with relevant laws and regulations. Before the vesting conditions are met, employees may not request the return of the restricted stock units from the trustee for any reason or by any means. After employees receive new shares, the rights restricted before meeting the vesting conditions are as follows:
A.After employees receive new shares, before meeting the vesting conditions, except for inheritance, they may not sell, mortgage, transfer, donate, pledge, or otherwise dispose of the restricted stock units.
B.The attendance, proposal, speaking, and voting rights at shareholders' meetings shall be exercised by the trust institution or custodian bank in accordance with the agreement.
(2)Except for the restrictions due to the trust agreement or custodian bank and agent agreement mentioned in the preceding paragraph, other rights of the restricted stock units received by employees under these regulations, before meeting the vesting conditions, including but not limited to: dividend rights, bonus rights, statutory surplus reserve and capital surplus distribution rights, new share subscription rights, and voting rights, are the same as the company's issued common shares.
13.Other important agreements (including stock trust custody, etc.):
The restricted stock units issued by the company will be delivered to a trust institution or custodian bank for safekeeping during the vesting period in accordance with the trust agreement or custodian bank and agent agreement.
14.Other matters that need to be specified: None.