1. Name and nature of the target securities (if preferred shares, specify issuance terms such as dividend rate): Syncell Inc. Series A+ Preferred Shares The preferred shares may be converted into common shares at any time after issuance, with no expiration date specified for the conversion right.

2. Date on which the fact occurred: 115/7/3 ~ 115/7/3

3. Date of board approval: July 3, 2026 (Minguo Year 115)

4. Other approval dates: Not applicable

5. Number of securities, unit price, and total transaction amount: Number of securities: 14,095,960 shares Unit price: USD 0.6535 Total transaction amount: USD 9,211,709.86

6. Counterparty and its relationship with the company (if the counterparty is an individual and not a related party, name disclosure may be omitted): Not applicable

7. If the counterparty is a related party, state the reason for selection, previous transferor, relationships among the previous transferor, the company, and the counterparty, transfer date, and amount: Not applicable

8. If the ownership of the target securities was held by a related party of the company within the past five years, disclose the acquisition and disposal dates, prices, and relationship with the company at the time: Not applicable

9. Matters related to the disposal of receivables (including types of collateral attached to disposed receivables; if receivables from related parties, disclose names and book amounts): Not applicable

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

11. Delivery or payment terms (including payment schedule and amounts), contractual restrictions, and other important agreements: Delivery or payment terms: In accordance with Syncell Inc.'s fundraising schedule Contractual restrictions: None Other important agreements: None

12. Decision-making method for the transaction, basis for price determination, and decision-making body: Transaction decision method: Company Board of Directors Basis for price determination: Reasonableness opinion from certified public accountant and Syncell Inc.'s fundraising plan Decision-making body: Company Board of Directors

13. Net asset value per share of the issuer of the acquired or disposed securities: NT$4.47

14. Cumulative holdings of the securities involved (including this transaction) as of now, including quantity, amount, ownership percentage, and any restrictions on rights (e.g., pledge status): (1) Cumulative quantity: 24,463,019 shares (2) Cumulative amount: USD 13,211,709.86 (3) Cumulative ownership percentage: 15.08% (4) No rights restrictions

15. Proportion of securities investments (including this transaction) under Article 3 of the 'Asset Acquisition and Disposal Guidelines for Publicly Issued Companies' relative to total assets and equity attributable to owners of the parent in the latest financial statements, and the amount of working capital in the latest financial statements: (1) Percentage of total assets: 3.29% (2) Percentage of equity attributable to owners of the parent: 3.33% (3) Working capital: NT$3,691,713 thousand

16. Broker and brokerage fees: None

17. Specific purpose or use of the acquisition or disposal: Long-term investment

18. Dissenting directors' opinions on this transaction: None

19. Whether this transaction is a related-party transaction: No

20. Date of auditor's acknowledgment or audit committee approval: July 3, 2026 (Minguo Year 115)

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

22. Name of accounting firm: Hsin Yu United Certified Public Accountants

23. Name of accountant: Lin Chang-You, CPA

24. Accountant's license number: Financial Supervisory Commission Certificate No. 4562

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

26. Explanation of business model change: Not applicable

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

28. Source of funds: Not applicable

29. Previous date of material information disclosure regarding the same event: July 3, 2026 (Minguo Year 115)

30. Other explanatory matters: None

FACT BOX

  • Source: PR Times
  • Category: Funding
  • Organizations: Syncell Inc.