Tuokai Announces Group Internal Investment Structure Restructuring by Subsidiary XPT Investment Co., Limited

1. Name and nature of the subject matter (if preferred shares, specify issuance conditions such as dividend rate):

This transaction involves XPT Investment Co., Limited (hereinafter "XPT Hong Kong"), an indirect subsidiary of the Company holding 70.32%, purchasing 70.32% of the shares in Taiwan Xin Hongzhou Precision Co., Ltd. (hereinafter "Taiwan Xin Hongzhou") directly held by the Company, and acquiring the remaining 29.68% from non-controlling shareholders of Taiwan Xin Hongzhou.

2. Date of occurrence: June 26, 2026 ~ June 26, 2026

3. Board approval date: June 26, 2026

4. Other approval dates: Not applicable

5. Transaction quantity, unit price, and total transaction amount:
Valuation base date: April 30, 2026
Transaction quantity: 2,109,600 shares
Unit price: NT$18.12
Total transaction amount: NT$38,225,952

6. Counterparty and its relationship with the Company (if the counterparty is an individual and not a related party of the Company, name disclosure may be omitted):
Tuokai holds 100% of NEW SCORE HOLDING LIMITED (hereinafter "NSH Company"); NSH Company holds 70.32% of XPT Hong Kong; Tuokai directly holds 70.32% of Taiwan Xin Hongzhou.

7. If the counterparty is a related party, state the reason for selecting the related party as the transaction party, the previous transferor, the relationship between the previous transferor and the Company and the counterparty, the previous transfer date, and the transfer amount:
Reason for selecting a related party: To conduct internal investment structure restructuring for the Group's future operations and to enhance management efficiency.

8. If the owner of the subject matter was a related party of the Company within the past five years, state the acquisition and disposal dates, prices, and the relationship with the Company at the time of transaction:
Not applicable

9. Matters related to the disposal of receivables (including types of collateral attached to disposed receivables; if receivables from related parties are disposed, state the name of the related party and the book value of the disposed receivables):
Not applicable

10. Gain (or loss) from disposal (not applicable for acquisition of securities) (if previously deferred, state recognition details):
Not applicable

11. Delivery or payment terms (including payment periods and amounts), contractual restrictions, and other important agreements:
As stipulated in the Share Transfer Agreement.

12. Decision-making method for this transaction, reference basis for price determination, and decision-making unit:
(1) As this transaction falls under organizational restructuring under common control, the book value method shall be applied for accounting treatment and establishing the transaction price basis. The transaction price is referenced to the shareholders' equity of Taiwan Xin Hongzhou as of April 30, 2026.
(2) Decision-making unit: Approved by the Board of Directors of XPT Hong Kong on June 26, 2026.

13. Net asset value per share of the securities-issuing company acquired or disposed:
NT$18.12

14. Cumulative number, amount, ownership ratio, and restricted rights (e.g., pledge status) of the securities involved in this transaction (including this transaction) held to date:
After this transaction, the equity structure is as follows:
XPT Hong Kong holds 100% of Taiwan Xin Hongzhou;
NSH Company, 100% owned by Tuokai, holds 70.32% of XPT Hong Kong.
Rights restrictions: None

15. Proportion of securities investments (including this transaction) under Article 3 of the "Asset Acquisition and Disposal Rules for Publicly Issued Companies" to the Company's total assets and equity attributable to owners of the parent in the latest financial statements, and the working capital amount in the latest financial statements:
Percentage of parent's latest financial statement total assets: 0.27%
Percentage of equity attributable to owners of the parent in the latest financial statements: 0.42%
Working capital in the parent's latest financial statements: NT$5,890,836 thousand

16. Broker and brokerage fees:
None

17. Specific purpose or use of acquiring or disposing of securities:
Internal group investment structure restructuring

18. Dissenting directors' opinions on this transaction:
None

19. Whether this transaction is a related-party transaction: Yes

20. Date of auditor confirmation or audit committee approval:
Not applicable (foreign company without auditor)

21. Whether the accountant issued a non-reasonableness opinion on this transaction: No

22. Name of accounting firm:
Sheng-Jie Certified Public Accountants

23. Name of accountant:
Tu Sheng-Jie, CPA

24. Accountant license number:
FSC Certificate No. 6591

25. Whether it involves a change in business model: No

26. Business model change explanation:
Not applicable

27. Transaction status with the counterparty in the past year and expected in the next year:
Not applicable

28. Source of funds:
Not applicable

29. Previous date of material information announcement for the same event: Not applicable

30. Other explanatory matters:
This transaction is not a market transaction but an organizational restructuring under common control. Before and after the transaction, the shareholding ratios of Tuokai and its non-controlling shareholders in Taiwan Xin Hongzhou remain unchanged, and thus will not adversely affect Tuokai's shareholders.