1. Date of Board Resolution: 2026/05/12 2. Purpose of Share Buyback: Transfer shares to employees 3. Type of Shares to be Repurchased: Common shares 4. Maximum Total Amount of Shares to be Repurchased (NTD): 2,638,101,445 5. Scheduled Buyback Period: 2026/05/13~2026/07/12 6. Scheduled Buyback Quantity (shares): 1,000,000 7. Buyback Price Range (NTD): 175.00~300.00; if the company's stock price falls below the lower limit of the range, the buyback will continue. 8. Buyback Method: Buy back from the centralized securities exchange market. 9. Percentage of Scheduled Buyback Shares to Total Issued Shares (%): 0.57 10. Cumulative Number of Company Shares Held at the Time of Reporting (shares): 0 11. History of Company Share Buybacks in the Past Five Years Before Reporting: None 12. Uncompleted Buybacks Already Reported: None 13. Board Meeting Minutes Regarding Share Buyback Resolution: Case Four Subject: Resolution to buy back common shares issued by the Company for transfer to employees. Submitted for review. Explanation: I. To motivate employees and retain outstanding talent, the Company plans to buy back its shares in accordance with Article 28-2 of the Securities and Exchange Act and the "Regulations Governing Share Repurchases by Publicly Listed and OTC Companies" for transfer to employees. II. The explanation of this first share buyback plan for 2026 is as follows: (1) Purpose of share buyback: To motivate employees and retain long-term talent, shares will be repurchased and transferred to employees. (2) Type of shares to be repurchased: Common shares of the Company. (3) Maximum total amount of shares to be repurchased: New Taiwan Dollars 300,000 thousand. (4) Scheduled buyback period and quantity: From May 13, 2026, to July 12, 2026, 1,000 thousand shares will be repurchased. (5) Buyback price range: New Taiwan Dollars 175 to 300 per share; however, if the company's stock price is lower than the lower limit of the specified price range, the company may continue to execute the share buyback. (6) Buyback method: Buy back from the centralized securities exchange market. III. The Company's currently issued and outstanding common shares are 175,283,086 shares. The shares planned for buyback this time only account for 0.57% of the currently issued and outstanding common shares. Moreover, this treasury stock buyback will be funded by the Company's own capital, thus this share buyback and transfer to employees will not affect the Company's capital maintenance and financial status. IV. In accordance with Article 2 of the "Regulations Governing Share Repurchases by Publicly Listed and OTC Companies," when the Company reports this share buyback case to the Financial Supervisory Commission, a statement and reasonableness assessment opinion agreed upon by attending directors must be provided, as detailed in [Attachment 8] and [Attachment 9]. V. In accordance with Article 10 of the "Regulations Governing Share Repurchases by Publicly Listed and OTC Companies," the "Regulations for Transferring Repurchased Shares to Employees" has been established, as detailed in [Attachment 10]. VI. Other related matters concerning this case are authorized to be handled by the Chairman. VII. Submitted for review. Resolution: After the Chairman consulted with all attending directors, the proposal was passed without dissent. 14. "Regulations Governing Share Repurchases by Publicly Listed and OTC Companies" Article 10 Regulations for Transferring Repurchased Shares: Sunshine Global Semiconductor Co., Ltd. First Share Buyback and Employee Transfer Regulations for 2026 Article 1 Purpose To motivate employees and enhance their loyalty, the Company establishes these regulations for transferring repurchased shares to employees, in accordance with Article 28-2, Paragraph 1, Subparagraph 1 of the Securities and Exchange Act and relevant regulations such as the "Regulations Governing Share Repurchases by Publicly Listed and OTC Companies" issued by the Financial Supervisory Commission. The Company's transfer of repurchased shares to employees shall be handled in accordance with these regulations, in addition to relevant legal provisions. Article 2 (Type of Shares to be Transferred, Content of Rights, and Restrictions on Rights) The shares to be transferred to employees this time are common shares. Their rights and obligations, except as otherwise provided by relevant laws and regulations or these regulations, shall be the same as other outstanding common shares. Article 3 (Transfer Period) The shares repurchased this time shall be transferred to employees within a period of five years from the date of buyback, either in one lump sum or in installments, in accordance with these regulations. Article 4 (Qualifications of Transferees) All full-time employees of the Company who have been employed for one year prior to the share subscription record date or who have made special contributions to the Company and have been approved by the Board of Directors, and who remain employed on the employee subscription record date or before the full payment of subscription shares, shall be eligible to subscribe for shares in accordance with the subscription quotas set forth in Article 5 of these regulations. Article 5 (Number of Shares Employees May Subscribe For) The number of shares that employees may subscribe for is allocated based on factors such as seniority, job level, position, work performance, overall contribution, or special performance. The human resources department will propose the allocation, and after approval by the Chairman, the following review procedures shall be followed: I. For employees who are managers of the Company, the proposal shall first be agreed upon by the Company's Compensation Committee and then submitted to the Company's Board of Directors for resolution. II. For employees who are not managers of the Company, the proposal shall first be discussed by the Company's Audit Committee and then submitted to the Company's Board of Directors for resolution. Matters related to each transfer operation, such as the record date for employee subscription and the payment period, shall be handled in accordance with Article 6 of these regulations. Employees who do not fully subscribe for shares or fail to complete payment by the end of the subscription period shall be deemed to have waived their rights; any unsubscribed balance shall be handled in accordance with Article 10 of these regulations. The number of shares employees may subscribe for shall be calculated in units of one share, with fractions of less than one share rounded down. Article 6 (Transfer Procedures) The operating procedures for transferring repurchased shares to employees this time: (I) In accordance with the resolution of the Board of Directors, announce, report, and buy back the Company's shares within the execution period. (II) The Board of Directors shall formulate and announce operational matters such as the record date for employee subscription, standards for the number of shares that can be subscribed, the payment period for subscription, content of rights, and restrictive conditions in accordance with these regulations. (III) Statistics on the actual number of subscribed and paid shares will be collected, and share transfer registration will be processed. Article 7 (Agreed Transfer Price per Share) For the transfer of repurchased shares to employees this time, the average price of the actual buyback shall be the transfer price, calculated by rounding up to the nearest New Taiwan Dollar cent. However, if the Company's issued common shares increase or decrease before the transfer, the price may be adjusted according to the ratio of the increase or decrease in issued shares. Transfer Keyword: Major Announcement

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  • Source: PR Times
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