2072 Century Wind Power Announces Share Swap with Century Huaxin Wind Energy

Release Date: June 26, 2026 Statement Date: June 25, 2026 Statement Time: 16:09:52 Company Code: 2072 Company Name: Century Wind Power Subject: Announcement of Board Resolution Approving Share Conversion with Century Huaxin Wind Energy Co., Ltd. Applicable Clause: Item 11 Factual Date: June 25, 2026 Details: 1. Type of M&A (e.g., merger, spin-off, acquisition, share transfer): Share Conversion 2. Factual Date: 6/25/2026 3. Participating Companies (e.g., merging party, spun-off entity, acquisition target): Acquiring Company: Century Offshore Wind Equipment Co., Ltd. (hereinafter "the Company" or "Century Wind Power") Target Company: Century Huaxin Wind Energy Co., Ltd. (hereinafter "Century Huaxin") 4. Counterparty (e.g., merger partner, spin-off transferee, acquisition target): Century Huaxin 5. Is the counterparty a related party? Yes 6. Relationship between counterparty and the Company (e.g., subsidiary with XX% ownership), and rationale for selecting a related enterprise or party, and impact on shareholder权益: Both the Company and Century Huaxin are subsidiaries of Century Steel Structure Co., Ltd. To strengthen competitiveness, achieve synergies, and enhance overall performance, the Company intends to proceed with the share conversion with Century Huaxin in accordance with the "Enterprise Mergers and Acquisitions Act," "Company Act," and related regulations. The share conversion has received a fairness opinion from an independent expert and was reviewed by the Audit Committee for fairness and reasonableness, concluding it is equitable and will not materially adversely affect the Company's shareholders'权益. 7. Purpose and terms of the M&A, including rationale, consideration, and payment timing: Rationale: Strengthen competitiveness, achieve synergies, and enhance overall operational performance. Consideration: The Company will issue new ordinary shares at a ratio of 0.22 shares for every 1 ordinary share of Century Huaxin, delivered to all Century Huaxin shareholders as consideration. Payment Timing: The share conversion benchmark date is tentatively set for December 31, 2026. If adjustments are necessary due to actual circumstances, both parties' boards will jointly negotiate and announce any changes to the benchmark date. 8. Expected benefits post-M&A: Century Wind Power serves as the group's core manufacturing and delivery platform for offshore wind substructures, possessing extensive heavy-lift terminal facilities at Taipei Port and its proprietary, patented heavy-lift equipment, the "Century Qingtian Tower." Century Huaxin, based at Taichung Port, specializes in manufacturing key substructure components, piles, and wind turbine towers. This upstream-downstream integration will enable Century Wind Power to fully leverage the dual-port advantages of Taipei and Taichung Ports. Future synergies are expected in key component control, joint raw material procurement, optimized production scheduling, quality control, and engineering management, comprehensively improving the efficiency of bidding for and executing large-scale offshore wind projects. This aims to enhance international competitiveness and lay a solid foundation for expansion into the Asia-Pacific market. 9. Impact of the M&A on net asset value per share and earnings per share: The acquisition aims to combine both parties' resources and enhance operational advantages, positively benefiting the Company's net asset value per share and earnings per share in the long term. 10. Type of M&A consideration and funding source: Under this share conversion, the Company expects to issue 44,000,000 new ordinary shares to Century Huaxin's shareholders other than the Company. The proposed newly issued ordinary shares have a par value of NT$10 per share, with a total issuance amount of NT$440,000,000, carrying the same rights and obligations as the Company's existing ordinary shares. However, the actual number of new shares the Company must issue shall be calculated based on the total number of Century Huaxin's issued ordinary shares on the share conversion benchmark date, minus any shares required to be canceled under relevant laws and regulations, and then multiplied by the share conversion ratio. If any events requiring adjustment of the conversion ratio as stipulated in the share conversion agreement occur, both parties' boards will jointly negotiate a reasonable adjustment. 11. Share exchange ratio and its calculation basis: The share conversion ratio is 0.22 shares of the Company's ordinary shares for every 1 ordinary share of Century Huaxin. The ratio was determined through consultation, referencing recent market prices and financial information of both companies, and after obtaining opinions from independent experts. A fairness opinion from the independent expert has been issued. 12. Did the accountant, lawyer, or securities underwriter issue a non-reasonableness opinion? No 13. Name of accounting firm, law firm, or securities underwriter: RSM Taiwan CPA Firm 14. Name of accountant or lawyer: Wu Meng-Da 15. Accountant or lawyer's practice certificate number: Taipei City Finance No. 9132436500 16. Content of the independent expert's fairness opinion on the share conversion ratio and distribution of cash or other assets to shareholders: The independent expert's fairness opinion on the share conversion ratio is based on quantifiable data from the Company and objective market information, using the market price method and the comparable company method (market approach). This results in a reasonable price range of NT$192.22 to NT$220.62 per share for the Company's ordinary shares, and a market acquisition value range of NT$37.27 to NT$50.64 per share for Century Huaxin's ordinary shares. Based on this, the reasonable share conversion ratio range is 0.1689 to 0.2634 shares of the Company for every 1 share of Century Huaxin. Considering strategic factors, both parties propose a ratio of 0.22 shares of the Company for every 1 share of Century Huaxin. This ratio has been prudently evaluated by the independent expert and falls within the aforementioned reasonable range, thus deemed appropriate and reasonable. 17. Tentative completion schedule: The Company and Century Huaxin tentatively set the share conversion benchmark date as December 31, 2026. If either party cannot obtain necessary regulatory approvals, filings, or complete board or shareholder resolutions before the benchmark date, the benchmark date must be revised, and both parties' boards will jointly negotiate and announce any adjustments. 18. Matters regarding the surviving or newly established company assuming rights and obligations of the dissolved (or split) company: Not applicable 19. Basic information of participating merging companies: (1) The Company's main business: Jacket-type offshore substructures. (2) Century Huaxin's main business: Pinpile-type offshore piles. 20. Matters related to spin-off (including valuation of business and assets to be transferred, total number, type, and quantity of shares acquired by the split company or its shareholders, capital reduction matters if applicable): Not applicable 21. Conditions and restrictions on future transfer of M&A shares: Not applicable 22. Plans after M&A completion (including intention and plan for continued business operations, dissolution, delisting, major organizational, capital, business plan, financial and production changes, arrangements for key personnel and assets, or any other material matters affecting shareholders): Upon completion of the share conversion, Century Huaxin will become a wholly-owned subsidiary of the Company. Century Huaxin plans to resolve this share conversion at its extraordinary shareholders' meeting on August 12, 2026. After obtaining relevant regulatory approvals, Century Huaxin will apply to the Taipei Exchange for termination of over-the-counter trading of its securities and to the Financial Supervisory Commission's Securities and Futures Bureau for cessation of public issuance. 23. Other important agreed matters: None 24. Other significant matters related to the M&A: Upon completion of the share conversion, Century Huaxin will become a wholly-owned subsidiary of the Company. Century Huaxin plans to resolve this share conversion at its extraordinary shareholders' meeting on August 12, 2026. After obtaining relevant regulatory approvals, Century Huaxin will apply to the Taipei Exchange for termination of over-the-counter trading of its securities and to the Financial Supervisory Commission's Securities and Futures Bureau for cessation of public issuance.