[G-Tech] Board of Directors' resolution on private placement of common shares

1. Date of the board of directors resolution: 2026/04/16
2. Type of privately placed securities: Common shares
3. Private placement offerees and their relationship with the company:
(1) The offerees for this private placement of common shares are limited to specific persons and strategic investors meeting the requirements of Article 43-6 of the Securities and Exchange Act and Financial Supervisory Commission order Financial-Supervisory-Securities-Corporate No. 1120383220 dated September 12, 2023. Currently, no specific offerees have been finalized, but the possibility of subscription by insiders or related parties is not excluded.
(2) List of insiders or related parties who may participate, and their relationship with the company:
Offeree Name / Relationship with the Company
---------------- / --------------------------------------------
Zhong Rong-Hua / First-degree relative of the Chairman
Zhong Guo Feng-Mei / First-degree relative of the Chairman
Zhong Zhi-Ming / The Chairman himself
Ye Jing-Lan / Spouse of the Chairman
Lai Xiu-Qi / Second-degree relative of the Chairman
Zhong You-Xin / First-degree relative of the Chairman, Executive VP
Zhong Li-Xin / First-degree relative of the Chairman
Wang Guo-Hong / Director of the Company
Xiao Ren-Liang / Director of the Company
Hong Min-Nan / President of the Company
Qiu Huo-Sheng / Vice President of the Company
Wang Yao-Zhang / Vice President of the Company
Wu Tai / Financial Officer of the Company
Cai Zong-Dian / R&D Officer of the Company
Cai Yue-Xun / Special Assistant of the Company
Lin Xing-Qiao / Assistant Vice President of the Company
Xu Xian-Yi / Assistant Vice President of the Company
Wang Ru-Wen / Assistant Vice President of the Company
Zhong Xiang-Dao / Assistant Vice President of the Company
Hong Yu-De / Assistant Vice President of the Company
Gong Zheng-Nian / Assistant Vice President of the Company
Huang Yong-Cheng / Assistant Vice President of the Company
Shi Jun-Nan / Assistant Vice President of the Company
Yu Zhi-Wei / Chief Audit Executive of the Company
Xu Ting-Zhen / Director Candidate of the Company
(3) Method and purpose of selecting offerees: Have a deep understanding of the company's operations.
4. Number of shares or bonds privately placed: Total issued shares will not exceed 40,000,000 shares.
5. Quota for private placement: Within the 40,000,000 shares limit, it will be conducted in three tranches within one year from the date of the shareholders' meeting resolution.
6. Basis and rationality of pricing for private placement:
I. The pricing for this private placement of common shares shall not be lower than 80% of the higher of the following two reference prices calculated on the pricing date:
(1) The simple arithmetic average of the closing prices of common shares on either 1, 3, or 5 business days before the pricing date, minus stock and cash dividends, plus the share price after capital reduction and reverse ex-rights; or
(2) The simple arithmetic average of the closing prices of common shares for 30 business days before the pricing date, minus stock and cash dividends, plus the share price after capital reduction and reverse ex-rights.
However, the actual pricing date and actual issue price will depend on the situation of soliciting specific persons, and the Board is authorized to determine it according to the above methods.
II. The determination of the actual issue price will reference the company's operating status, future outlook, the restriction on free transfer for three years, and recent stock price trends, and will be priced in accordance with relevant laws and regulations, so the pricing is reasonable.
7. Purpose of private placement funds: To supplement working capital and repay bank loans.
8. Reasons for not using public offering: Considering the timeliness, feasibility, and issuance cost of raising capital, and considering that privately placed securities are subject to a three-year restriction on free transfer, ensuring a long-term equity relationship between the company and the offerees, public offering is not adopted in favor of private placement.
9. Objections or reservations from independent directors: None.
10. Actual pricing date: Not yet determined.
11. Reference price: Not yet determined.
12. Actual private placement price, conversion or subscription price: Based on no less than 80% of the reference price. The actual issue price is proposed to be authorized by the shareholders' meeting to the Board of Directors, to be determined later depending on the offerees and market conditions.
13. Rights and obligations of these privately placed new shares: Except for transfer restrictions under Article 43-8 of the Securities and Exchange Act, the rights and obligations are identical to the issued common shares.
14. Record date for conversion or subscription if attached: Not applicable.
15. Possible equity dilution if attached with conversion or subscription: Not applicable.
16. Impact on the ratio of listed common shares after private placement corporate bond delivery and assuming full conversion or subscription: Not applicable.
17. Countermeasures if the expected listed common shares from the previous item do not reach 60 million shares and 25%: Not applicable.
18. Other matters to be stated: The Board of Directors is fully authorized to handle changes in issue price, conditions, project items, and other related matters of this private cash capital increase if required by legal changes, regulatory opinions, or market conditions.