【Yubang】 Subsidiary Xuzhi Technology Co., Ltd. Announces Merger with Hedam Materials Technology Co., Ltd.

1. Type of acquisition (such as merger, division, acquisition, or stock transfer): Merger 2. Date of fact: 115/7/24 3. Names of companies participating in the acquisition (such as the name of the other party in the merger, the name of the new company established by division, or the name of the target company for acquisition or stock transfer): Surviving company: Xuzhi Technology Co., Ltd. (hereinafter referred to as "Xuzhi Technology") Discontinued company: Hedam Materials Technology Co., Ltd. (hereinafter referred to as "Hedam Materials") 4. Transaction counterparty (such as the other party in the merger, the other company that transfers in division, or the transaction counterparty for acquisition or stock transfer): Hedam Materials (discontinued company) 5. Whether the transaction counterparty is a related party: Yes 6. Relationship between the transaction counterparty and the company (the company's investment in a subsidiary with XX% or more shares), and explanation of the reason for selecting a related company or related party as the target for acquisition or transfer of another company's shares and whether it affects shareholder rights: (1) Relationship between Hedam Materials and Xuzhi Technology: Individuals with a second-degree kinship relationship with the directors of Xuzhi Technology and shareholders of Xuzhi Technology with more than 10% shares jointly hold more than half of the shares of Hedam Materials (2) After the completion of this merger case, it is expected to integrate the operational resources of both parties, create operational synergies, and enhance the company's valuation, creating value for shareholders (3) Does not affect shareholder rights 7. Purpose and conditions of the acquisition, including the reason for the acquisition, the terms of the consideration, and the payment time (Note 7): (1) This merger is for the consideration of long-term development needs, expanding the scale of operations, creating operational synergies, and enhancing the company's valuation to create value for shareholders (2) This merger will be absorbed by Xuzhi Technology through an increase in capital by issuing new shares, with Hedam Materials' common stock exchanged at a ratio of 4.3076923:1. If the Xuzhi Technology shares to be issued are less than one share, Xuzhi Technology will pay cash to the nearest yen based on the issue price, and propose to the Xuzhi Technology shareholders' meeting to authorize the chairman of Xuzhi Technology to purchase these fractional shares from a specific person based on the issue price. If there is a need to change the handling method of fractional shares due to legal regulations or operational needs, propose to the Xuzhi Technology shareholders' meeting to authorize the board of directors of both parties to handle it fully. (3) The merger base date (capital increase base date) of this merger case is tentatively set for October 1, 2026. It is proposed to the Xuzhi Technology shareholders' meeting to agree to authorize the board of directors to change the merger base date (capital increase base date) as needed in this merger case and in consultation with Hedam Materials. 8. Expected benefits after the acquisition: Expanding the scale of operations, creating operational synergies, enhancing the company's valuation, and creating value for shareholders. 9. Impact of the acquisition on net asset value per share and earnings per share: After the merger, the net asset value of the surviving company increases, and through business integration, operational efficiency is improved, which is expected to have a positive impact on future net asset value per share and earnings per share. 10. Type of consideration and source of funds for the acquisition: Xuzhi Technology plans to issue 1,300,000 new shares to all shareholders of Hedam Materials. 11. Exchange ratio and its calculation basis: Based on the audited financial statements of both parties (Xuzhi Technology and Hedam Materials) as of December 31, 2025, and the self-prepared financial statements as of June 30, 2026, as well as considering the operating conditions of both companies, earnings per share/loss per share, net asset value per share, ordinary share valuation reports, future comprehensive operating benefits and development conditions, and other factors that may affect shareholder rights, Xuzhi Technology proposes to absorb and merge Hedam Materials at an exchange ratio of 4.3076923:1, i.e., exchanging one new ordinary share of Xuzhi Technology for every 4.3076923 ordinary shares of Hedam Materials. 12. Did accountants, lawyers, or underwriters issue an opinion of unreasonableness for this transaction: No 13. Name of the accounting firm or law firm or underwriting company: KPMG 14. Name of the accountant or lawyer: Chung Chih-Chieh 15. Business license number of the accountant or lawyer: FSC Certificate No. 7320 16. Content of the opinion letter by independent experts on the reasonableness of the exchange ratio and the distribution of cash or other property to shareholders in this acquisition (including the method, principle, or calculation method used to determine the public offering price, and a comparison with internationally common market price method, cost method, and discounted cash flow method. Two, a comparison of the financial condition, profit situation, and price-to-earnings ratio of the acquired company with listed or over-the-counter companies in the same industry. Three, if the public offering price refers to the appraisal report of the appraisal institution, the content and conclusion of the appraisal report should be explained. Four, if the financing repayment plan of the acquirer is secured by the assets or shares of the acquired company or the surviving company after the merger, the impact assessment on the financial and business soundness of the acquired company or the surviving company after the merger should be explained) (Note 7): Independent experts have reviewed and analyzed the evaluation methods, important assumptions, key parameters, various adjustments, inference processes, and value conclusions of the evaluation reports issued by professional evaluation institutions. Based on the evaluation results of the two evaluation reports, the reasonable range for the exchange ratio of this merger is 3.23 to 5.09 shares of Hedam Materials' common stock for 1 share of Xuzhi Technology's common stock. The exchange ratio calculated by Xuzhi Technology is 4.3076923:1, which falls within the reasonable range, so it is believed that the exchange ratio of this merger is still reasonable and appropriate. 17. Scheduled completion date (Note 7): The merger base date (capital increase base date) is tentatively set for October 1, 2026 18. Matters related to the assumption of rights and obligations by existing or newly established companies from the discontinued (or divided) company (Note 2): From the merger base date, all the assets and liabilities listed on the books of Hedam Materials, as well as all rights and obligations that are still valid as of the merger base date, shall be assumed by Xuzhi Technology in accordance with the law. 19. Basic data of companies participating in the merger (Note 3): Xuzhi Technology (surviving company): The main business is electronic component manufacturing. Hedam Materials (discontinued company): The main business is electronic component manufacturing. 20. Matters related to the division (including the evaluation value of the business or assets to be transferred to the existing company or the new company to be established; the total number, type, and quantity of shares to be acquired by the divided company or its shareholders; matters related to the reduction of capital of the divided company) (Note: Not applicable if it is not a division announcement): Not applicable 21. Conditions and restrictions on the future transfer of acquired shares: Not applicable 22. Plans after the completion of the acquisition (including one, the intention and plan to continue the company's business. Two, whether there is a dissolution, delisting (OTC), major changes in organization, capital, business plans, finance, production, arrangements or use of important personnel, assets, or other major matters that affect shareholder rights): After the completion of the merger case, Xuzhi Technology will be the surviving company after the merger, and Hedam Materials will be dissolved due to the merger. 23. Other important agreed terms: None 24. Other major matters related to the acquisition: None 25. Whether there is any objection from the directors regarding this transaction: No 26. Information on directors with conflicting interests in the acquisition transaction (names of natural person directors or names of corporate directors and their representatives, and important content of their own or their represented corporations having conflicting interests (including but not limited to the actual or expected methods of investing in other companies participating in the acquisition, shareholding ratio, transaction price, whether participating in the management of the acquisition company, and other investment conditions, etc.), their reasons for recusal or non-recusal, recusal situation, reasons for supporting or opposing the acquisition resolution) (Note 7): (1) Director Zheng Dunren - Legal representative of Yubang Technology Co., Ltd. a. Important content of their own or their represented corporations having conflicting interests: Director Zheng Dunren has a second-degree kinship relationship with Director Zheng Zhaokai of Hedam Materials. b. Reasons for recusal or non-recusal, recusal situation: Director Zheng Dunren, due to his own conflicting interests, has recused himself and did not participate in the voting during the meeting. c. Reasons for supporting the acquisition resolution: Considering that after the completion of this merger case, the operational resources of both parties can be integrated, operational synergies can be created, and the company's valuation can be enhanced to create value for shareholders, so he supports this merger case. (2) Director Zhuang Hongyi - Legal representative of Xufeng Semiconductor Co., Ltd. a. Important content of their own or their represented corporations having conflicting interests: Director Zhuang Hongyi concurrently serves as a director of Hedam Materials. b. Reasons for recusal or non-recusal, recusal situation: Director Zhuang Hongyi, due to his own conflicting interests, has recused himself and did not participate in the voting during the meeting. c. Reasons for supporting the acquisition resolution: Considering that after the completion of this merger case, the operational resources of both parties can be integrated, operational synergies can be created, and the company's valuation can be enhanced to create value for shareholders, so he supports this merger case. 27. Does it involve a change in the business model: No 28. Explanation of the change in the business model (Note 4): Not applicable 29. Transaction situation with the counterparty in the past year and expected in the next year (Note 5): Not applicable 30. Source of funds (Note 5): Not applicable 31. Other explanatory items (Note 6): Not applicable Note 2, matters related to the assumption of rights and obligations by existing or newly established companies from the discontinued company, including treasury shares and already issued shares Keyword: Major Information