Major Issues – Topbi International Holdings Limited

The subsidiary, Topbi China has reduced its capital and returned the share capital

Posted on 2025-09-26 by 吳佳倩

1.Date of the board of directors resolution:2025/09/26

2.Reason for capital reduction: Return the funds to shareholders of Topbi Children to repay the loan

3.Amount of capital reduction:RMB52 million yuan

4.Cancelled shares:NA

5.Capital reduction percentage:34.21%

6.Share capital after capital reduction:RMB100 million yuan

7.Scheduled date of the shareholders meeting: The board of directors acts on behalf of the shareholders’ meeting.

8.Estimated no.of listed common shares after issuance of new shares upon capital reduction:NA

9.Estimated ratio of listed common shares after issuance of new shares upon capital reduction to outstanding common shares:NA

10.Please explain any countermeasures for lower circulation in shareholding if the aforesaid estimated no.of listed common shares upon capital reduction does not reach 60 million and the percentage does not reach 25%:NA

11.The record date for capital reduction:2025/09/30 12.Any other matters that need to be specified:NA

The Company’s consolidated financial reports for the 2025Q2 was approved by the Board of Directors

Posted on 2025-08-27 by 吳佳倩

1.Date of submission to the board of directors or approval by the board of directors:2025/08/27

2.Date of approval by the audit committee:2025/08/27

3.Start and end dates of financial reports or annual self-assessed financial information of the reporting period (XXXX/XX/XX~XXXX/XX/XX): 2025/01/01~2025/06/30

4.Operating revenue accumulated from 1/1 to end of the period (thousand NTD):808,328

5.Gross profit (loss) from operations accumulated from 1/1 to end of the period (thousand NTD):130,736

6.Net operating income (loss) accumulated from 1/1 to end of the period (thousand NTD):(28,017)

7.Profit (loss) before tax accumulated from 1/1 to end of the period (thousand NTD):(19,680)

8.Profit (loss) accumulated from 1/1 to end of the period (thousand NTD):(20,946)

9.Profit (loss) during the period attributable to owners of parent accumulated from 1/1 to end of the period (thousand NTD):(20,946)

10.Basic earnings (loss) per share accumulated from 1/1 to end of the period (NTD):(0.19)

11.Total assets end of the period (thousand NTD):3,250,695

12.Total liabilities end of the period (thousand NTD):608,142

13.Equity attributable to owners of parent end of the period (thousand NTD):2,642,553

14.Any other matters that need to be specified:None

The board of Directors approved the adjustment of the group structure of the Company

Posted on 2025-08-27 by 吳佳倩

1.Date of occurrence of the event:2025/08/27

2.Company name:Fuzhou Spring Investment Corp., Ltd (Fuzhou Spring)/Topbi Children Apparel Co., Ltd(Topbi Children)/Topbi (China) Fashion Corp., Ltd(Topbi China)/Fujian Topbi Network Technology Co. Ltd(Topbi Network)

3.Relationship to the Company (please enter ”head office” or”subsidiaries”):subsidiaries

4.Reciprocal shareholding ratios:The company directly holds Topbi Children, Topbi Children directly holds 100% of Topbi China,Topbi China directly holds 100% of Topbi Network and 100% of Fuzhou Spring.

5.Cause of occurrence:The following adjustments have been made to the group structure to meet actual operational needs: The company directly holds Topbi Children, Topbi Children directly holds 100% of Fuzhou Spring and 100% of Topbi China, Topbi China directly holds 100% of Topbi Network.

6.Countermeasures:The Board of Directors of the Company approved and authorized the Chairman to make the structural adjustment.

7.Any other matters that need to be specified (the information disclosure also meets the requirements of Article 7, subparagraph 9 of the Securities and Exchange Act Enforcement Rules, which brings forth a significant impact on shareholders rights or the price of the securities on public companies.): NA

Announcement of the benchmark date for employee subscription of the Company’s Treasury shares transfer

Posted on 2025-08-27 by 吳佳倩

1.Date of occurrence of the event:2025/08/27

2.Company name:Topbi International Holdings Limited

3.Relationship to the Company (please enter ”head office” or ”subsidiaries”):head office

4.Reciprocal shareholding ratios:NA.

5.Cause of occurrence:The company’s Treasury shares are transferred to the employees.

6.Countermeasures:(1)In accordance with the Company’s regulations on the second repurchase of shares and transfer of employees, the total number of shares to be transferred this time is expected to be 507,000.

(2)The base date for employees to subscribe for shares is set as August 28, 2025

Announcement of the date of Board meeting regarding the Company’s consolidated financial report for 2025Q2 is August 27, 2025

Posted on 2025-08-18 by 吳佳倩

1.Date of a notice of the board of directors meeting is issued: 2025/08/18

2.Expected date of the board of directors meeting is convened: 2025/08/27

3.Expected year and quarter of the financial reports or the annual self-assessed financial information submitted to the board of directors or approved by the board of directors: 2025Q2

4.Any other matters that need to be specified: None

To announce important resolutions of the 2025 regular meeting of shareholders of the company

Posted on 2025-06-26 by 吳佳倩

1.Date of the shareholders meeting:2025/06/26

2.Important resolutions (1)Profit distribution/ deficit compensation:Proposal was approved

3.Important resolutions (2)Amendments to the corporate charter: Proposal was approved

4.Important resolutions (3)Business report and financial statements: Proposal was approved

5.Important resolutions (4)Elections for board of directors and supervisors:NA

6.Important resolutions (5)Any other proposals:

(1)Proposal of the company may handle private placement of securities cases as needed for its operations was approved.

(2)Proposal of the company intends to transfer the shares to the employees at a price lower than the average price at which the shares were repurchased was approved.

7.Any other matters that need to be specified: None

Our Company does not allow shareholders to apply for share affairs in an electronic manner as stipulated by the Electronic Signature Act

Posted on 2025-05-19 by 吳佳倩

Our company does not allow shareholders to apply for share affairs in an electronic manner as stipulated by the Electronic Signature Act. Please maintain the current method of applying in writing with the original seal affixed to the share affairs agency (share affairs unit) of our company.

The Company’s consolidated financial reports for the 2025Q1 was approved by the Board of Directors

Posted on 2025-05-12 by 吳佳倩

1.Date of submission to the board of directors or approval by the board of directors: 2025/05/12

2.Date of approval by the audit committee: 2025/05/12

3.Start and end dates of financial reports or annual self-assessed financial information of the reporting period (XXXX/XX/XX~XXXX/XX/XX): 2025/01/01~2025/03/31

4.Operating revenue accumulated from 1/1 to end of the period (thousand NTD): 464,507

5.Gross profit (loss) from operations accumulated from 1/1 to end of the period (thousand NTD): 74,302

6.Net operating income (loss) accumulated from 1/1 to end of the period (thousand NTD): (6,906)

7.Profit (loss) before tax accumulated from 1/1 to end of the period (thousand NTD): (2,502)

8.Profit (loss) accumulated from 1/1 to end of the period (thousand NTD): (2,411)

9.Profit (loss) during the period attributable to owners of parent accumulated from 1/1 to end of the period (thousand NTD): (2,411)

10.Basic earnings (loss) per share accumulated from 1/1 to end of the period (NTD): (0.02)

11.Total assets end of the period (thousand NTD): 3,781,403

12.Total liabilities end of the period(thousand NTD): 808,109

13.Equity attributable to owners of parent end of the period (thousand NTD): 2,973,294

14.Any other matters that need to be specified: None

Announcement The board of Directors has resolved that the Company may handle private placement of securities based on operational needs

Posted on 2025-05-12 by 吳佳倩

1.Date of the board of directors resolution:2025/05/12
2.Types of securities privately placed:Common Stock
3.Counterparties for private placement and their relationship with the Company:Strategic investor; No
4.Number of shares or bonds privately placed: It is proposed to be no more than 10,000 thousand ordinary shares
5.Amount limit of the private placement: It is proposed to be no more than 10,000 thousand ordinary shares
6.Pricing basis of private placement and its reasonableness: The determination of the private placement price will be based on relevant laws and regulations,referring to the reference price stipulated in Item 11, and taking into account the three-year transfer restriction imposed by the Securities and Exchange Act on private placement securities. This should be considered reasonable.
7.Use of the funds raised in this private placement: To expand the scale of operations and introduce strategic investors, depending on the market and situation with specific parties,handle the matter in one or several sessions (up to a maximum of three sessions). The funds raised will be fully used for the company and/or its subsidiaries to expand the scale of operations,replenish working capital,or meet other capital needs for the Company’s future development
8.Reason for conducting non-public offering:Plans to introduce strategic investors to enhance future competitiveness, such as Raising funds through public offering and issuance of securities may not achieve aforementioned goals. Private placement of securities is subject to the rule that they cannot be freely transferred within three years, which can ensure the long-term cooperative relationship between the company and strategic investment partners.It is planned to raise funds from specific individuals through private placement to enhance the timeliness and flexibility of this fundraising.
9.Objections or qualified opinions from independent directors:None 10.Actual price determination date:Request the shareholders’ meeting to authorize the board of directors to handle it with full authority 11.Reference price:The price per share of privately placed common stock shall not be lower than 80% of the reference price. The reference price shall be determined based on the higher of the following two benchmarks: (1)On 1,3 or 5 business days prior to the pricing date, calculate simple arithmetic average of closing prices of common stocks, subtract the ex-rights and dividends from free rights issue, and add back share price after capital reduction and ex-rights. (2)The price is the simple arithmetic average of the closing prices of common stocks on 30 business days prior to the pricing date, minus the ex-rights and ex-dividends due to free rights issues, and plus the ex-rights due to capital reduction.
12.Actual private placement price, and conversion or subscription price: The pricing date, actual reference price, theoretical price, and actual issue price(including the conversion price of private convertible corporate bonds) are proposed to be authorized by shareholders’ meeting to be determined by the BOD in accordance with relevant laws and regulations and the above provisions, based on market conditions, objective conditions and future negotiations with specific parties,within range of no less than proportion of shareholders’ meeting resolution. 13.Rights and obligations of these new shares privately placed: Except for the transfer restrictions stipulated in Article 43-8 of the Securities and Exchange Act, its rights and obligations are the same as those of the original ordinary shares.
14.Record date for any additional share exchange, stock swap, or subscription:NA
15.Possible dilution of equity in case of any additional share exchange, stock swap, or subscription:NA
16.For additional share exchange or subscription, possible influence of change in shareholding ratio of TWSE-listed common shares if all privately placed corporate bonds are converted and shares subscribed for (no.of TWSE – listed common shares (A), (A) / common shares issued):NA
17.Please explain any countermeasures for lower circulation in shareholding if the aforesaid estimated no.of TWSE -listed common shares does not reach 60million and the ratio does not reach 25%:NA 18.Any other matters that need to be specified:
1.This cash capital increase and private placement of ordinary shares shall be conducted once or in installments (up to no more than 3 times) within one year from the date of shareholders’ resolution.Main contents of issuance plan include actual issue price,no. of shares,issuance conditions, private placement amount,capital increase base date,planned items,expected progress and expected possible benefits, as well as all other matters related to the issuance plan.It is proposed to request the shareholders’ meeting to authorize the board of directors to adjust, formulate and handle according to market conditions.In the future,if corrections are made under instructions of competent authority, or based on operational assessment or due to objective environmental needs, the BOD will also be authorized to handle them with full authority.
2.To facilitate current private placement of securities,request the shareholders’ meeting to authorize BOD or person designated by it to represent the Company in signing and negotiating all contracts and documents related to this private placement plan, to handle all matters necessary for the Company related to this private placement plan. The matters not covered above are proposed to be submitted to the shareholders’ meeting for authorization by BOD to handle with full authority in accordance with law.

2025 Annual Meeting of Shareholders of Topbi (Supplements to meeting motions)

Posted on 2025-05-12 by 吳佳倩

1.Date of the board of directors’ resolution：2025/05/12

2.Shareholders meeting date：2025/06/26

3.Shareholders meeting location：Meeting room,Block B,No.83,Xinhu 1st Road, Neihu District, Taipei City, Taiwan (R.O.C)

4.Shareholders’ meeting will be held by means of (physical shareholders’ meeting/ hybrid shareholders’ meeting / virtual-only shareholders’ meeting)：physical shareholders’ meeting

5.Cause for convening the meeting (1)：Report item(s)

　1：The company’s 2024 Annual Business Report

　2：Audit Committee’s Review Report

6.Cause for convening the meeting (2)：Ratification Item(s)

　1：Adoption of the company’s 2024 Annual Business Report and Financial Report

　2：The company’s 2024 annual loss allocation and compensation case

7.Cause for convening the meeting (3)：Discussion Item(s)

　1：Proposal of Amendment to the Articles of Association

　2：Proposal of The company may handle private placement of securities cases as needed for its operations. (New)

　3：Proposal of The company intends to transfer the shares to the employees at a price lower than the average price at which the shares were actually repurchased. (New)

8.Cause for convening the meeting (4)：Election Item：No

9.Cause for convening the meeting (5)：Other Proposal(s)：No

10.Cause for convening the meeting：Extemporary Motions：

11.Book closure starting date：2025/04/28

12.Book closure ending date：2025/06/26

13.Any other matters that need to be specified：

(1)Period for acceptance of shareholder proposals:2025/04/18-2025/04/28

(2) Office for handling shareholder proposals: Finance Department of Topbi International Holdings Limited,No.97,2nd Floor,Xinhu 1st Road,Neihu District,Taipei City.

(3) Qualification to accept shareholder proposals: Shareholders holding more than 1% of the total number of shares issued by the company, able to submit to the Company in writing proposals for the General Meeting of Shareholders. But only one item and three hundred words,more than one proposal is not included in the case.