Material Information- Announcement of the Board’s Resolution to Repurchase Treasury Shares
1.Date of the board of directors resolution:2026/02/11
2.Purpose of the share repurchase:To transfer shares to employees
3.Type of shares to be repurchased:Common shares
4.Ceiling on total monetary amount of share repurchase (NTD):3,087,249,414
5.Scheduled period for the repurchase:2026/02/12~2026/04/11
6.No.of shares to be repurchased (shares):2,000,000
7.Repurchase price range (NTD):80.00~120.00, should the Company’s share price fall below the lower limit of the trading range, share repurchases will continue.
8.Method for the repurchase:Repurchase shares on the open market
9.Shares to be repurchased as a percentage of total issued shares of the company (%):1.18%
10.Cumulative no.of the company’s own shares held at the time of reporting (shares):1,453,000
11.Status of repurchases within three years prior to the time of reporting:No repurchase
12.Status of repurchases that have been reported but not yet completed:The Company’s repurchase of its own shares prior to its OTC listing on December 23, 2025 was not subject to the requirement to file with the Financial Supervisory Commission. Nevertheless, the Company conducted one share repurchase program in each of Years 2024 and 2025. The
share repurchase program implemented in Year 2024 was fully completed. With respect to the share repurchase program carried out in Year 2025, in order to protect the interests of all shareholders while taking market mechanisms into consideration, the Company repurchased shares in tranches based on movements in its share price and trading volume. As a result, the program was not fully completed, with the actual number of shares repurchased reaching 73.8% of the originally planned repurchase amount.
13.Minutes of the board of directors meeting that resolved for the share repurchase:
Proposal 1：The Company’s share repurchase program.
Explanations：
I.In order to incentivize employees and enhance employee commitment, the Company plans to undertake the share repurchase program pursuant to Article 28-2, Paragraph 1, Subparagraph 1 of the Securities and Exchange Act and the “Regulations Governing Share Repurchase by Exchange-Listed and OTC-Listed Companies” promulgated by the Financial Supervisory Commission, as well as other applicable laws and regulations. These shares will be transferred to employees to motivate employees.
II.The details of the current share repurchase are as follows:
1.Purpose of the share repurchase: To transfer the shares to employees.
2.Type of shares to be repurchase: Common shares.
3.Maximum Total Amount for repurchase: In accordance with applicable laws and regulations, the total amount for the repurchase of shares shall not exceed the sum of retained earnings and realized capital surplus.
Accordingly, the maximum amount for this repurchase shall not exceed NTD2,972,850,814 (after deducting NTD114,398,600 representing the amounts used in the Company’s previous share repurchases). The maximum amount required for the current share repurchase is NTD240,000,000.
4.Expected repurchase period: The repurchase is to be completed within two months from the filing date, and is expected to be executed from February 12, 2026 to April 11, 2026.
5.Expected Number of shares to be repurchase: 2,000,000 shares
6.Repurchase price range (NTD): 80.00~120.00, should the Company’s share price fall below the lower limit of the trading range, share repurchases will continue. The Company has engaged First Securities Co., Ltd. To provide an evaluation on the fairness of the repurchase price for the current share repurchase. Please refer to Exhibit 1.
7.Method for the repurchase: Repurchase shares on the open market.
8.Number of shares already held by the Company at the time of filing:1,453,000 shares.
9.Share repurchase activities in the past five years: Please refer to Exhibit 2.
10.Repurchase previously approved but not yet completed: The Company’s repurchase of its own shares prior to its OTC listing on December 23, 2025 was not subject to the requirement to file with the Financial Supervisory Commission. Nevertheless, the Company conducted one share repurchase program in each of Years 2024 and 2025. The share repurchase program implemented in Year 2024 was fully completed. With respect to the share repurchase program carried out in Year 2025, in order to protect the interests of all shareholders while taking market mechanisms into consideration, the Company repurchased shares in tranches based on movements in its share price and trading volume. As a result, the program was not fully completed, with the actual number of shares repurchased reaching 73.8% of the originally planned repurchase amount.
III.The total number of shares proposed to be repurchased in this instance represents 1.18% of the Company’s total issued shares. Together with 1,453,000 shares repurchased in prior instances, the cumulative total represents only 2.03% of the Company’s total issued shares. In addition, the maximum amount required for the repurchase represents only 7.65% of the Company’s most recent financial statement’s current assets. The Board of Directors has considered the Company’s financial position and confirms that the repurchase of the aforementioned shares will not affect the maintenance of the Company’s capital.
IV.For the shares repurchased in this instance, the procedures for transferring the shares to employees, including the subscription and payment periods for each transfer, will be set forth in the “Procedures for the Transfer of Shares Repurchased by the Company to Employees” , please refer to Exhibit 3.
V.Based on the Company’s financial condition, the Board is requested to approve the issuance of a “Statement Confirming No Impact on the Maintenance of Company Capital” , please refer to Exhibit 4.
VI.Within the scope permitted by applicable laws and regulations, the Chairman of the Board and his designees are fully authorized to handle announcements, filings, and all matters related to the execution of the share repurchase. In the event of legal updates or requirements from the competent authorities necessitating amendments, the Chairman is also fully authorized to take all necessary actions.
VII.This proposal has been submitted for approval to the Audit Committee on February 11, 2026.
VIII.Please discuss and approve.
Resolution：This proposal is approved by all of the Directors presented atthe meeting.
14.The Rules for Transfer of Shares set forth in Article
10 of the Regulations Governing Share Repurchase by TWSE-listed and TPEx-Listed Companies:
1. Purpose
In order to incentivize employees and enhance employee commitment, the Company has established these Rules Governing the Transfer of Repurchased Shares to Employees of an OTC-Listed Company in accordance with Article 28-2, Paragraph 1, Subparagraph 1 of the Securities and Exchange Act and the “Regulations Governing Share Repurchase by Exchange-Listed and OTC-Listed Companies” promulgated by the Financial Supervisory
Commission, as well as other applicable laws and regulations. Following the Company’s OTC listing, any transfer of repurchased shares to employees shall, except as otherwise provided by applicable laws and regulations, be conducted in accordance with these Rules.
2. Type of Shares, Rights, and Restrictions
The shares transferred to employees pursuant to these Rules shall be common shares. Except as otherwise provided by applicable laws and regulations or these Rules, such shares shall carry the same rights and obligations as other outstanding common shares.
3. Transfer Period
Shares repurchased by the Company may, in accordance with these Rules, be transferred to employees in one or multiple tranches within five years from the date of repurchase.
4. Eligibility of Transferees
Employees who have been employed by the Company for at least one year as of the record date for subscription, or who have made special contributions to the Company and have been approved by the Board of Directors, as well as employees of domestic or foreign controlling or subsidiary companies meeting certain criteria, shall be eligible to subscribe for shares in accordance with the subscription allotment specified in Article 5 hereof. The terms “controlling company” and “subsidiary company” shall be determined in accordance with Articles 369-2, 369-3, 369-9, Paragraph 2, and 369-11 of the Company Act.
5. Number of Shares Eligible for Subscription by Employees The number of shares eligible for subscription by each employee shall be determined based on factors including the employee’s position, length of service, special contributions to the Company, the total number of repurchased shares held by the Company as of the record date for subscription, and the maximum number of shares subscribable by a single employee. Such determination shall be approved by the Chairman and submitted to the Board of Directors for resolution. For employees with managerial status, prior approval by the Remuneration Committee and the Board of Directors shall be required. For non-managerial employees, prior consent of the Audit Committee shall be obtained before submission to the Board of Directors for resolution.
6. Transfer Procedures
The procedures for transferring repurchased shares to employees are as follows:
6.1 Pursuant to a resolution of the Board of Directors, the Company shall publicly announce, file, and repurchase its own shares within the prescribed execution period.
6.2 The Board of Directors shall, in accordance with these Rules, determine and announce matters including the record date for employee subscription, standards for determining the number of shares eligible for subscription, the subscription and payment period, the rights attached to the shares, and any applicable restrictions.
6.3 Upon verification of the actual number of shares subscribed and paid for, the Company shall complete the transfer and registration of ownership.
7. Per-Share Transfer Price
The transfer price for shares repurchased and transferred to employees pursuant to these Rules shall be the actual average repurchase price, calculated using unconditional rounding up and rounded to the nearest New Taiwan Dollar cent.
In accordance with the Company’s Articles of Incorporation, if the Company intends to transfer repurchased shares to employees at a price lower than the actual average repurchase price, such transfer shall be subject to approval by a shareholders’ meeting attended by shareholders representing more than one-half of the total issued shares, with approval by at least two-thirds of the voting rights of the shareholders present. In addition,
the matters specified in Article 10-1 of the “Regulations Governing Share Repurchase by Exchange-Listed and OTC-Listed Companies” shall be enumerated and explained in the meeting agenda before such transfer may be conducted.
If, prior to the transfer, the number of issued common shares of the Company increases or decreases, the transfer price may be adjusted within the proportional range of such increase or decrease. However, if the adjusted price is lower than the par value of the common shares, the par value shall apply as the transfer price.
Formula for Adjustment of Transfer Price:
Adjusted Transfer Price = Actual Average Repurchase Price per Share＊Total Number of Outstanding Common Shares upon Completion of the Share Repurchase Program/Total Number of Outstanding Common Shares prior to the Transfer of Repurchased Shares to Employees
8. Rights and Obligations After Transfer
Upon completion of the transfer and registration of repurchased shares to employees, such shares shall carry the same rights and obligations as other outstanding shares, unless otherwise provided herein.
9. Other Rights and Obligations
9.1 All shares repurchased by the Company for the purpose of transfer to employees shall be fully transferred within five years from the date of repurchase. Any shares not transferred within such period shall be deemed unissued shares of the Company and shall be cancelled in accordance with applicable laws, with the relevant registration amendments completed.
9.2 The Company may impose a restriction prohibiting employees from transferring the shares for a period of up to two years after the transfer.
9.3 Restriction on Sale: During the share repurchase period, shares held by related enterprises as defined under Article 369-1 of the Company Act, as well as shares held by the Company’s directors, supervisors, managers, shareholders holding more than ten percent of the total outstanding shares, and their respective spouses, minor children, or shares held under other persons’ names, shall not be sold.
9.4 The Board of Directors shall report the resolution and execution status of the transfer of repurchased shares to employees at the most recent shareholders’ meeting. The same shall apply in the event that the Company fails to repurchase shares due to specific reasons.
10. Supplementary Provisions
Any matters not addressed herein shall be governed by the Company’s relevant internal management policies and applicable laws and regulations of the competent authorities. These Rules shall take effect upon approval by the Board of Directors, and the same shall apply to any amendments hereto.
11. Record of Amendments
These Rules were established on February 11, 2026.
15.The Rules for Conversion of Shares or the Rules for Subscription of Shares set forth in Article 11 of the Regulations Governing Share Repurchase by TWSE-listed and TPEx-Listed Companies:NA.
16.Declaration that the financial status of the company has been considered by the board of directors, and that its capital maintenance will not be affected:
I. At the 7th meeting of the 6th term of the Company’s Board of Directors held on February 11, 2026, with more than two-thirds of the directors present and with the approval of more than one-half of the directors in attendance, the Board resolved that the Company shall, within two months from the date of filing, repurchase up to 2,000 thousand shares of its own shares on the open market (through securities firms’ trading desks).
II. The total number of shares to be repurchased represents only 1.18% of the Company’s issued shares, and the maximum amount required for the share repurchase accounts for only 7.65% of the Company’s current assets. The Company hereby declares that the Board of Directors has duly considered the Company’s financial condition, and that the aforementioned share repurchase will not affect the maintenance of the Company’s capital.
III. This statement was approved at the same Board meeting as mentioned above, with a total of nine directors present (including those attending by proxy), all of whom agreed to the contents of this statement. This statement is hereby made.
17.Appraisal or opinion by a CPA or securities underwriter about the reasonableness of the share repurchase price:The repurchase price range for the shares of Handa Pharmaceuticals, Inc. is set at NTD80 to NTD120 per share. According to the evaluation conducted by First Securities Co., Ltd., executing the share repurchase within the specified price range is not expected to have any material adverse impact on Handa Pharmaceuticals, Inc.’s financial structure, net asset value per share, earnings per share, return on equity, current ratio, quick ratio, or cash flow.
The decision-making process for determining the repurchase price range is lawful. The price range set for this share repurchase and its impact on the Company’s financial condition are considered reasonable, and no significant irregularities have been identified.
18.Any other matters stipulated by the SFB:None.