Jing Shuo: Board of Directors Resolves to Conduct Private Placement of Common Shares

1. Date of Board of Directors' Resolution: 2026/04/09
2. Type of Privately Placed Securities: Common shares.
3. Private Placement Counterparties and Their Relationship with the Company:
The private placement of common shares will be limited to specific persons who comply with Article 43-6 of the Securities and Exchange Act, the Financial Supervisory Commission's Order No. 1120383220 dated September 12, 2023, and the "Notes for Publicly Issued Companies Handling Private Placement of Securities" and other relevant rulings. The selection method and purpose, necessity, and expected benefits are as follows:
(1) Selection Method and Purpose: The subscribers for this private placement will be limited to strategic investors. The Company seeks opportunities for technical cooperation or strategic alliances with major domestic and international industry players, while also replenishing working capital.
(2) Necessity: In response to rapid changes in the global market and to strengthen the Company's growth momentum, the Company plans to introduce strategic investors through a private placement of common shares for cash capital increase, thereby enhancing competitiveness. This is clearly beneficial and necessary for the Company's long-term business development.
(3) Expected Benefits: After introducing strategic investors, a strategic cooperative alliance will be established between both parties, reducing the Company's operational risks; on the other hand, replenishing working capital will enhance the Company's future operational performance.
(4) Currently, no strategic investors have been identified.
4. Number of Privately Placed Shares: Within a limit not exceeding 100,000 thousand shares, to be conducted in one or multiple installments within one year from the date of the shareholders' meeting resolution. The actual fundraising amount is authorized to the Board of Directors to handle based on market conditions, the Company's actual needs, and the situation of identifying specific counterparties.
5. Authorized Private Placement Amount: Not exceeding 100,000 thousand shares.
6. Basis and Rationality for Determining the Private Placement Price:
(1) The pricing of this private placement of common shares for cash capital increase shall not be lower than 80% of the higher of the following two benchmark prices of the Company before the pricing date:
(a) The simple arithmetic average of the closing prices of the Company's common shares calculated by selecting one of the trading days immediately preceding the pricing date (one, three, or five trading days), after deducting ex-rights for bonus shares and ex-dividends, and adding back ex-rights for capital reduction; or
(b) The simple arithmetic average of the closing prices of the Company's common shares for the thirty trading days immediately preceding the pricing date, after deducting ex-rights for bonus shares and ex-dividends, and adding back ex-rights for capital reduction.
(2) However, the actual pricing date and actual issuance price, within the range not lower than the percentage resolved by the shareholders' meeting, are authorized to the Board of Directors to determine based on the situation of identifying specific counterparties and market conditions in the future.
(3) The aforementioned basis for determining the private placement price complies with the "Notes for Publicly Issued Companies Handling Private Placement of Securities" and also considers that the transfer of privately placed common shares is subject to strict restrictions on timing, counterparties, and quantity. Therefore, the determination of this private placement price should be deemed reasonable and will not have a significant impact on shareholders' equity.
7. Purpose of Funds from This Private Placement:
To seek opportunities for technical cooperation or strategic alliances with major domestic and international industry players, while also replenishing working capital.
8. Reasons for Not Adopting Public Offering:
To introduce strategic cooperative partners for the Company's long-term development and to stabilize and strengthen the Company's product market operational competitiveness, and considering capital market conditions, issuance costs, the timeliness of private placement fundraising, and the three-year transfer restriction on privately placed securities, which can better ensure and strengthen closer long-term cooperative relationships with strategic investors, the Company will not adopt a public offering but plans to conduct a private placement for cash capital increase and new share issuance.
9. Independent Directors' Dissenting or Reserved Opinions: None.
10. Actual Pricing Date: Not applicable.
11. Reference Price: Not applicable.
12. Actual Private Placement Price, Conversion or Subscription Price: Not applicable.
13. Rights and Obligations of New Shares from This Private Placement:
The rights and obligations of the common shares issued through this private placement for cash capital increase are the same as the Company's already issued common shares. Except for transfer recipients who comply with Article 43-8 of the Securities and Exchange Act, these privately placed common shares are restricted from transfer within three years from the delivery date. After three years from the delivery date of the privately placed common shares, if they comply with relevant laws and regulations, an application can be made to the securities competent authority for supplementary public offering procedures and listing for trading.
14. For those with conversion, exchange, or subscription rights, the share conversion record date: Not applicable.
15. For those with conversion, exchange, or subscription rights, the potential dilution of equity: Not applicable.
16. For those with conversion or subscription rights, the potential impact on the ratio of listed common shares after the delivery of privately placed corporate bonds and assuming full conversion or subscription of common shares (number of listed common shares A, A/total issued common shares): Not applicable.
17. If the estimated number of listed common shares in the preceding item is less than 60 million shares and less than 25%, please explain the measures to address low equity liquidity: Not applicable.
18. Other Matters to Be Stated:
(1) The main contents of this private placement of common shares plan, including the actual number of privately placed shares, actual private placement price, selection of subscribers, record date, issuance conditions, project items, use of funds and progress, estimated benefits, and other related matters, as well as all other matters related to the issuance plan, are proposed to be authorized to the Board of Directors by the shareholders' meeting to adjust, determine, and handle based on market conditions. In the future, if corrections are required due to changes in laws or instructions from the competent authority, or based on operational evaluation, or due to changes in objective circumstances, the Board of Directors is also authorized to handle all related matters.
(2) In addition to the scope of authorization mentioned above, the shareholders' meeting is requested to authorize the Chairman to represent the Company in signing, negotiating, and amending all contracts and documents related to the private placement of common shares, and to handle all matters necessary for the Company to issue privately placed common shares.