Wintek Corporation's Board Approves Issuance of Second Employee Share Option Certificate for 2026

1. Board Resolution Date: 2026/07/23

2. Issuance Period: This employee share option certificate may be issued in one or multiple tranches within two years from the date of notification of regulatory approval, at the discretion of the Chairman.

3. Eligibility Criteria for Option Holders: Full-time employees of the Company and its domestic and international affiliated companies who meet specific job levels or have made special contributions to the Company, as of the eligibility benchmark date. The definition of affiliated companies follows the standards set forth in the Financial Supervisory Commission's Notice No. 1070121068 dated December 27, 2018. The eligibility benchmark date shall be determined by the Chairman. The actual list of eligible employees and their respective allocation quantities will be determined based on seniority, job level, performance, overall contribution, or special achievements, subject to the Chairman's approval, and processed according to the following review procedures:

a. Employees who are managers or directors of the Company must first obtain approval from the Company’s Compensation Committee, followed by a resolution passed by the Board of Directors.

b. Employees who are not managers of the Company must first obtain approval from the Company’s Audit Committee, followed by a resolution passed by the Board of Directors.

For any individual employee, the total number of shares issuable under employee share option certificates granted at an exercise price below the closing price of the underlying stock on the grant date (per Rule 56-1(1) of the Fundraising and Issuance Guidelines), plus the cumulative number of restricted employee rights shares acquired, shall not exceed 0.3% of the total issued shares. Additionally, the cumulative number of shares granted to a single option holder under employee share option certificates issued at an exercise price not lower than the closing price on the grant date (per Rule 56(1) of the Fundraising and Issuance Guidelines) shall not exceed 1% of the total issued shares. However, if specially approved by the relevant central competent authority, a single employee may exceed the aforementioned limits for the combined total of employee share option certificates and restricted employee rights shares.

4. Total Number of Issued Units: 12,000,000 units.

5. Number of Shares per Unit: 1 share per unit.

6. Total Number of New Shares to be Issued upon Exercise or Shares to be Repurchased under Article 28-2 of the Securities and Exchange Act: 12,000,000 shares.

7. Exercise Price: The closing price of the Company’s common stock on the issuance date.

8. Exercise Period:

a. The validity period of this employee share option certificate is seven years. During this period, the certificates may not be pledged, transferred, gifted, or otherwise disposed of, except in cases of inheritance. Upon expiration of the validity period, unexercised certificates shall be deemed forfeited, and the option holders may no longer exercise their rights.

b. Option holders may exercise their rights in accordance with the following schedule, starting three years after the grant date:

Years Since Grant　　　Maximum Cumulative Exercise Percentage Year 3　　　　　　　　　　　30% Year 4　　　　　　　　　　　60% Year 5　　　　　　　　　　　100%

c. If an option holder commits intentional misconduct or gross negligence, such as violating the labor contract or work rules after receiving the certificate, the Company reserves the right to reclaim and cancel any unexercisable portion of the certificate.

9. Type of Shares to be Subscribed: Common shares of the Company.

10. Handling Upon Employee Resignation or Inheritance:

a. Resignation (including voluntary resignation, severance, and dismissal):

For exercisable share option certificates, the option holder must exercise the rights within one month of resignation. Failure to do so will result in forfeiture. However, if the non-exercise period under Clause 8(b) applies, the exercise period may be extended accordingly, but not beyond the certificate’s validity period.

Unexercisable certificates shall become void immediately upon resignation.

b. Leave of Absence with Salary Suspended:

For option holders approved for unpaid leave, exercisable certificates must be exercised within one month of the leave start date. If the non-exercise period under Clause 8(b) applies, the exercise period may be extended accordingly, but not beyond the certificate’s validity period.

Unexercisable certificates shall be reinstated upon return to work, but the exercise schedule shall be extended by the duration of the leave, within the certificate’s validity period.

c. Retirement:

Exercisable certificates must be exercised within one month of retirement; otherwise, they are forfeited. Extension applies under Clause 8(b), but not beyond the validity period.

Unexercisable certificates become void immediately upon retirement.

d. Death:

Exercisable certificates may be exercised by legal heirs within one year of death, after completing inheritance procedures. Failure to exercise results in forfeiture. Extension applies under Clause 8(b), but not beyond the validity period.

Unexercisable certificates become void immediately upon death.

e. Transfer:

1. If an option holder transfers to an affiliated company, the certificate shall be handled according to the resignation rules above.

2. If an option holder is transferred to an affiliated company due to operational needs and approved by the Company, the Chairman may approve continued exercise under the original terms during the certificate’s validity period.

f. Others:

For cases not covered above or requiring legal adjustments, the Chairman is authorized to determine or adjust on a case-by-case basis.

g. Failure to exercise within the specified period shall result in forfeiture of rights.

11. Other Exercise Conditions:

a. For option holders with exceptional contributions, the Chairman may specially approve an extension of rights and exercise period within the certificate’s validity, exempting them from the exercise schedule and expiration rules in Clause 10, provided they still cannot exercise before the third anniversary of grant and may exceed the staged exercise limits in Clause 8(b). Such approvals must be reported to the Board afterward.

b. Forfeited certificates shall be canceled and not reissued.

12. Settlement Method:

a. New shares shall be issued via book-entry transfer without physical certificates, in accordance with Article 161(1) of the Company Act, with shares issued first and capital registration updated afterward.

b. For overseas subsidiary employees, shares shall be delivered to the “Employee Collective Investment Account” opened by the subsidiary at a custodian institution. This account is restricted to selling shares acquired through exercise, transfer, or distribution, and cannot be used for other securities trading.

13. Adjustment of Exercise Price:

a. After issuance, except for conversions of convertible securities or employee bonus share issuances, if the Company increases its issued common shares (including cash增资 via public or private offering, surplus capitalization, capital reserve capitalization, mergers, stock splits, or overseas depositary receipt issuance), the adjusted exercise price shall be calculated using the following formula (rounded to the nearest NT$0.1, with NT$0.05 rounded up), and adjusted on the ex-right date. For par value changes, adjustment occurs on the reissuance date; if actual payment is involved, adjustment occurs on the payment completion date. No adjustment is made if the adjusted price exceeds the original.

Adjusted Exercise Price = Previous Exercise Price × [Issued Shares + (Per-Share Payment Amount × New Shares Issued) / Per-Share Market Price] / (Issued Shares + New Shares Issued)

For par value change:

Adjusted Exercise Price = Previous Exercise Price × (Pre-change Issued Common Shares