【Holtek】Announcement of Board Resolution to Adjust Subscription Price per Share for Preferred Shares Issued by GMI Computing Holding (Cayman) Ltd.

1. Name and Nature of Target (for preferred shares, the agreed terms of issuance such as dividend rate should also be specified): Preferred Shares of GMI Computing Holding (Cayman) Ltd.
2. Date of Occurrence: 115/5/11~115/5/11 (May 11, 2026)
3. Date of Board Approval: May 11, 2026 (Republic of China calendar year 115)
4. Other Approval Dates: Not applicable
5. Transaction Quantity, Price per Unit, and Total Transaction Amount:
(1) Transaction Quantity: 3,865,398 shares
(2) Price per Unit: US$2.845761/share
(3) Total Transaction Amount: US$11 million
6. Counterparty 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):
Counterparty: Related party (GMI Computing Holding (Cayman) Ltd.)
7. If the counterparty is a related party, the reason for selecting the related party as the transaction object, the previous owner, the relationship between the previous owner and the company and the counterparty, the previous transfer date, and the transfer amount should also be announced:
(1) Counterparty: Related party (GMI Computing Holding (Cayman) Ltd.)
(2) Reason for selecting the related party as the transaction object: GMIC has cultivated the AI computing power market for many years, possessing rich experience in operating and building AI computing power data centers. Furthermore, the company has had good past cooperation experience with GMIC, thus establishing a cooperative understanding that can reduce the adjustment period and accelerate entry into the AI computing power market.
(3) The securities to be acquired this time are newly issued, with no previous transfer transaction records.
8. If the owner of the transaction target within the past five years was a related party of the company, the acquisition and disposal dates, prices, and the relationship with the company at the time of the transaction should also be announced:
Not applicable
9. Matters related to the disposal of claims (including the type of collateral attached to the claims, if the claims disposed of are against a related party, the name of the related party and the book value of the claims against that related party should also be announced):
Not applicable
10. Disposal gains (or losses) (not applicable for acquisition of securities) (for deferred items, a table should be provided to explain the recognition status):
Not applicable
11. Delivery or Payment Terms (including payment period and amount), Contract Restrictions, and Other Important Agreements:
(1) Delivery or Payment Terms: Payment by wire transfer.
(2) Other contract restrictions and important agreements: None
12. Method of Decision for this Transaction, Reference Basis for Price Determination, and Decision-Making Unit:
(1) Method of Decision for Transaction, Reference Basis for Price Determination: Determined by referring to the equity valuation report issued by a professional valuation company.
(2) Decision-Making Unit: Board of Directors of Holtek International Corp.
13. Net Asset Value per Share of the Target Company for Acquisition or Disposal of Securities: Not applicable
14. As of now, the cumulative number, amount, shareholding ratio, and restricted rights (e.g., pledge status) of this transaction's securities (including this transaction):
(1) Cumulative Number of Securities Held for this Transaction: 3,865,398 shares
(2) Cumulative Amount of Securities Held for this Transaction: US$11 million
(3) Cumulative Shareholding Ratio for this Transaction: Not applicable
(4) Restricted Rights: None
15. As of now, the proportion of investments in securities listed in Article 3 of the "Regulations Governing the Acquisition and Disposal of Assets by Public Companies" (including this transaction) to the total assets and equity attributable to owners of the parent in the most recent financial report, and the amount of working capital in the most recent financial report (Note 2):
(1) Proportion to total assets in the most recent financial report: 7.49%
(2) Proportion to equity attributable to owners of the parent in the most recent financial report: 22.18%
(3) Working capital in the most recent financial report: 3,228,024 (thousand NTD)
16. Broker and Brokerage Fees: None
17. Specific Purpose or Use of Acquisition or Disposal:
1. To reduce operational risks, the company plans to diversify its operations and therefore intends to enter the AI Factory domain.
2. To strengthen cooperation with GMIC and make early arrangements in the global AI computing power market.
18. Opinions of Dissenting Directors on this Transaction: None
19. This transaction is a related party transaction: Yes
20. Date of Approval by Supervisors or Audit Committee: May 11, 2026 (Republic of China calendar year 115)
21. Accountant's Opinion on the Unreasonableness of this Transaction: No
22. Accounting Firm Name: Xinyou United CPA Firm
23. Accountant Name: Lin Chang-You
24. Accountant's Practice Certificate Number: Jin Guan Hui Zheng Zi No. 4562
25. Does this involve a change in business model: No
26. Explanation of Business Model Change: None
27. Transaction Status with Counterparty in the Past Year and Expected Next Year: Not applicable
28. Source of Funds: Holtek International Corp.'s own funds
29. Date of Previous Material Information Announcement on the Same Event: April 22, 2026 (Republic of China calendar year 115)
30. Other Matters to be Specified: None