4536 Tuokai Announces Share Exchange Between Key Subsidiaries NSH and XPT Hong Kong for Holding Structure Restructuring

Disclosure Date: 1150710 Statement Date: 1150709 Statement Time: 195525 Company Code: 4536 Company Name: Tuokai Subject: Announcement on behalf of key subsidiary NSH Company and XPT Hong Kong Company regarding share exchange among investee subsidiaries Compliance Clause: Item 11 Factual Date: 1150709 Explanation: 1. Names of companies involved in the share exchange: XPT Investment Co., Limited (hereinafter referred to as XPT Hong Kong Company) XPT Group Co., Ltd (hereinafter referred to as XPT-KY Company) 2. Counterparties: XPT Investment Co., Limited (hereinafter referred to as XPT Hong Kong Company) XPT Group Co., Ltd (hereinafter referred to as XPT-KY Company) 3. Whether counterparties are related parties: Yes 4. Relationship between counterparties and the company, reasons for selecting related enterprises or parties as counterparties, and impact on shareholder equity: (1) Tuokai holds 100% of NEW SCORE HOLDING LIMITED (hereinafter referred to as NSH Company), which in turn holds 70.32% of XPT Hong Kong Company. A new holding platform, XPT-KY Company, is being added above XPT Hong Kong Company. (2) Reason for selecting related parties as counterparties: To consider future group operations and enhance management efficiency, the group is restructuring its internal investment architecture. (3) This transaction is not a market transaction but an organizational restructuring under common control. The enterprise value before and after the share exchange remains unchanged, thus having no impact on Tuokai's shareholder equity. 5. Purpose of the share exchange: To consider future group operations and enhance management efficiency, the group is restructuring its internal investment architecture. 6. Whether original shareholders' shares are exchanged as consideration, type and quantity of shares issued, and the percentage of the target company's shares held by the company after exchange: Not applicable 7. Type and quantity of shares acquired: After the exchange, Tuokai, through NSH Company, will hold 70.32% of XPT-KY Company and, through XPT-KY Company, hold 70.32% of XPT Hong Kong Company. 8. Expected benefits: Enhance future group operations and management efficiency 9. Share exchange ratio and calculation basis: (1) The exchange ratio is 2.1612923 ordinary shares of XPT-KY Company for every 1 ordinary share of XPT Hong Kong Company. (2) The calculation is based on XPT Hong Kong Company's unaudited financial statements as of May 31, 115, considering comprehensive benefits of organizational restructuring, with an independent expert providing an opinion on the reasonableness of the exchange ratio. 10. Whether accountants, lawyers, or securities underwriters issued an opinion on unreasonableness for this transaction: No 11. Name of accounting firm, law firm, or securities underwriting company: Sheng-Jie Accounting Firm 12. Name of accountant or lawyer: Certified Public Accountant Sheng-Jie Tu 13. Certificate number of accountant or lawyer: Financial Supervisory Commission Certificate No. 6591 14. Scheduled completion timeline: ROC Year 115 August 1 is scheduled as the share exchange benchmark date 15. Basic information of the target company (Note 1): XPT Hong Kong Company: International investment business XPT-KY Company: International investment and trading business 16. Conditions for future transfer of acquired shares, contractual restrictions, and other important agreements: None 17. Cumulative number, amount, ownership percentage, and rights restrictions (e.g., pledge status) of securities held in this transaction (including this transaction) to date: After this transaction, the equity changes are as follows: NSH Company, 100% owned by Tuokai, holds 70.32% of XPT-KY Company and, through XPT-KY Company, holds 70.32% of XPT Hong Kong Company. Rights restrictions: None 18. Cumulative percentage of securities investment (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 company's most recent financial statements, and the amount of working capital in the most recent financial statements (Note 2): Before and after this transaction, Tuokai's consolidated balance sheet and consolidated comprehensive income statement remain unchanged; only a new holding platform, XPT-KY Company, is added above XPT Hong Kong Company. Parent company's working capital in the most recent financial statements: NT$5,890,836 thousand 19. Other important agreements: None 20. Whether directors have objections to this transaction: No 21. Information on directors with conflicts of interest in the transaction (name of individual director or name of corporate director and its representative, key content of personal or corporate interest, reason for recusal or non-recusal, recusal status, reason for approval or opposition): None 22. Other explanatory matters: Announcement on share exchange between key subsidiary NSH Company and XPT Hong Kong Company Note 1: Includes company name and main business content. Note 2: 1. Securities investment refers to the total number of securities held to date (including this transaction) self-calculated by the company (on an individual or separate basis; if filing on behalf of a subsidiary, the subsidiary's unaudited number). The total assets and working capital amounts in the most recent financial statements refer to figures from the most recent audited or reviewed individual/separate financial statements; equity attributable to owners of the parent in the most recent financial statements refers to figures from the most recent audited or reviewed consolidated/individual financial statements. If filing on behalf of a subsidiary, the most recent financial statements refer to those of the publicly issued (parent) company. Financial holding companies, banks, securities finance, and insurance companies are exempt from reporting working capital. 2. If securities are acquired and working capital is negative, the source of acquisition funds and specific reasons for acquisition despite insufficient funds must be disclosed.