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AACL AGM Information 2026
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AGM Information
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AIA ASIA
Company Limited
Stock code : 2630
AIR ASIA Company Limited
2026 Annual General Shareholders’ Meeting Agenda
Handbook
Date: June 17, 2026
Place : No.1050, Jichang Rd., Rende Dist., Tainan City
( Same Company Building 2nd Floor )
Table of Contents
ONE. Meeting Procedure 1
TWO. Meeting Agenda 2
THREE. Report Items 3
FOUR. Matters for Ratification 5
FIVE. Discussion Items 6
SIX. Extempore motion 6
SEVEN. Meeting Adjourned 6
EIGHT. Annexes
Annex 1 Business Report of 2025 7
Annex 2 Audit Committee Audit Report of 2025 12
Annex 3 Independent Auditors’ Report and Financial Statements of 2025 13
Annex 4 Directors’ Remuneration Report of 2025 32
Annex 5 Comparison table for the amendments of “Sustainable Development Best Practice Principles” before and after revision 35
Annex 6 The distribution of 2025 earnings 37
Annex 7 Comparison table for the amendments of “Articles of Incorporation” before and after revision 38
Annex 8 Comparison table for the amendments of “Rules of Procedures for Shareholders’ Meeting” before and after revision 40
NINE. Appendix
Appendix 1 Sustainable Development Best Practice Principles 45
Appendix 2 Articles of Incorporation 52
Appendix 3 Rules of Procedures for Shareholders’ Meeting ... 58
Appendix 4 Shareholdings of all Directors ... 73
亞洲航空股份有限公司
Air Asia Co., Ltd
ONE. Meeting Procedure
AIR ASIA Company Limited
Procedure of the 2026 Annual General Shareholders’ Meeting
One. Meeting Commenced
Two. Chairman’s Statement
Three. Report Items
Four. Matters for Ratification
Five. Matters for Discussion
Six. Extempore motion
Seven. Meeting Adjourned
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亞洲航空股份有限公司
Air Asia Co., Ltd
TWO. Meeting Agenda
AIR ASIA Company Limited
Agenda of the 2026 Annual General Shareholders’ Meeting
Date & Time : June 17, 2026 (Tuesday) at 10 am
Place : No.1050, Jichang Rd., Rende Dist., Tainan City
(Same Company Building 2nd Floor)
Convening Method : Entity Shareholders’ Meeting
- Meeting Commenced
- Chairman’s Statement
- Report Items
(1) Business Report of 2025
(2) Audit Committee Audit Report of 2025
(3) Report on the distribution of employee compensation and the allocation of remuneration to non-executive employees for 2025
(4) To report the distribution of 2025 earnings
(5) Directors’ Remuneration Report of 2025
(6) Amendments to the “Sustainable Development Best Practice Principles” report - Matters for Ratification
(1) Business Report and Financial Statements of 2025
(2) Proposal of Distribution of 2025 earnings - Matters for Discussion
(1) Amendment to the “Articles of Incorporation” of the Company
(2) Amendment to the Rules of Procedures for Shareholders’ Meeting - Extempore motion
- Meeting Adjourned
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亞洲航空股份有限公司
Air Asia Co., Ltd
THREE. Report Items
- Business Report of 2025
Description: Business Report of 2025 is attached as hereto as Annex 1. (Please refer to page 7~11)
- Audit Committee Audit Report of 2025
Description: Audit Committee Audit Report of 2025 is attached as hereto as Annex 2. (Please refer to page 12)
- Report on the distribution of employee compensation and the allocation of remuneration to non-executive employees for 2025
Description:
(1) Subject to Article 22 of the Company's Articles of Incorporation, if the Company reports a profit for the year, it shall allocate 1% to 3% as employee compensation... In addition to the aforementioned allocation, 1% shall be further allocated for distribution as remuneration to non-executive employees.
(2) The Company has allocated 3% of the 2025 profit, totaling NT$8,180,653, for employee compensation, and 1% for the allocation of remuneration to non-executive employees, totaling NT$2,726,884. All distributions shall be paid in cash.
(3) In accordance with the resolution of the 6th meeting of the 10th Board of Directors on February 26, 2025, employees whose monthly salary is below NT$63,000 are eligible recipients for the 1% "non-executive employees" distribution, pursuant to Paragraph 2, Article 22 of the Articles of Incorporation.
(4) The Company has not allocated any remuneration to Directors.
- To report the distribution of 2025 earnings
(1) The Company's distributable earnings in the current period was NT$188,753,816, with the amount proposed for distribution of shareholders' dividend in form of cash totaling at NT$188,494,384, based on the calculation of current shares at 209,438,204 shares and distribution per share at NT$0.9.
(2) This cash dividend will be distributed in accordance with distribution proportion in the unit of NT$, with portions lower than NT$1 round off. To match total amount of cash dividend distribution, the sums of fractional shares under NT$1 in the distribution are further adjusted in descending order of decimal values and in ascending order of shareholder account numbers.
(3) The Chairman under authorization by the Company may also perform adjustments in the event that there is change to dividend rate to shareholders due to total number of outstanding shares of the Company following dividend distribution.
(4) The total cash dividends distributed this time are NT$188,494,384, which was distributed on April 17, 2026.
- Directors' Remuneration Report of 2025
(1) As per Article 10-1 of the Company's Corporate Governance Best Practice Principles, it
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Air Asia Co., Ltd
is advisable that the Company furnish reports on the Directors' remuneration in its regular Shareholders' Meetings, including remuneration policies, contents of respective remuneration and their amounts, and their relevance to the performance appraisal results.
(2) In accordance with Article 22 of the Company's Articles of Incorporation, no remuneration shall be allocated to Directors.
(3) Pursuant to Article 18-1 of the Articles of Incorporation and the "Regulations Governing the Remuneration of Directors and Managers" approved by the Board, Directors receive only a monthly Attendance fee of NT$10,000, while Independent Directors receive a fixed monthly remuneration of NT$30,000.
(4) For Directors who concurrently serve as company executives, their performance evaluations and remuneration fairness are reviewed by the Remuneration Committee and the Board of Directors. The assessment covers three major dimensions: financial performance indicators, talent cultivation, and quality & risk management. Furthermore, special contributions, contract signings, or the achievement of ESG sustainability goals shall be reported to the Remuneration Committee and approved by the Board on a case-by-case basis for incentive bonuses, subject to an annual cap.
(5) Based on the evaluation items mentioned above, the Directors' Remuneration Report of 2025 of the Company is attached as hereto as Annex 4. (Please refer to page 32~34)
- Amendments to the "Sustainable Development Best Practice Principles" report
Comparison table for the amendments of "Sustainable Development Best Practice Principles" before and after revision is attached as hereto as Annex 5. (Please refer to page 35~36)
亞洲航空股份有限公司
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FOUR. Matters for Ratification
Matter 1: Proposal and ratify the Business Report and Financial Statements of 2025.
(Proposed by the Board of Directors)
Explanation:
(1) Financial Statements and Consolidated Financial Statements of 2025 have been audited by Yen-Ta Su and Yung-Hsiang Chen of KPMG. A collate with Business Report of 2025 have been submitted to be audited by the Audit Committee, and the auditing has been completed.
(2) Business Report, Independent Auditors’ Report and the aforementioned Financial Statements of 2025, is attached as hereto as Annex 1. (Please refer to page 7~11) and Annex 3 (please refer to page 13~31).
Resolution:
Matter 2: Proposal and ratify for the distribution of 2025 earnings.
(Proposed by the Board of Directors)
Explanation:
Table of “Distribution of 2025 earnings” as adopted by resolution in the 12th meeting of the Company’s 10th Board meeting and reviewed by the Company’s Audit Committee, is attached as hereto as Annex 6. (Please refer to page 37).
Resolution:
亞洲航空股份有限公司
Air Asia Co., Ltd
FIVE. Discussion Items
Matter 1: Amendment to the "Articles of Incorporation" of the Company.
(Proposed by the Board of Directors)
Explanation:
(1) In response to potential needs of future business operations, it is proposed to add the following scopes of services to the Company's Articles of Incorporation in this amendment: "CC01100 Controlled Telecommunications Radio-Frequency Devices and Materials Manufacturing", "E701030 Controlled Telecommunications Radio-Frequency Devices Installation Engineering" and "F401010 International Trade", it is proposed to amend Article 2 regarding the scope of business.
(2) Comparison table for the "Articles of Incorporation" before and after revision, is attached as hereto as Annex 7 (Please refer to page 38~39).
Resolution:
Matter 2: Amendment to the Rules of Procedures for Shareholders' Meeting.
(Proposed by the Board of Directors)
Explanation:
(1) To comply with the revisions made by the Taiwan Stock Exchange to the "Rules of Procedures for Shareholders' Meeting", it is proposed to amend Paragraph 4 of Article 3 and add Paragraphs 8 through 11 to Article 13.
(2) Comparison table for the "Rules of Procedures for Shareholders' Meeting" before and after revision, is attached as hereto as Annex 8 (Please refer to page 40~44).
Resolution:
SIX. Extempore motion
SEVEN. Meeting Adjourned
亞洲航空股份有限公司
Air Asia Co., Ltd
EIGHT. Annexes
Annex 1.
- Business Results for Fiscal Year 2025
(1) Results of Business Plan Implementation
The Company's operating revenue for FY2025 was NT$5,454,110 thousand, with a net profit after tax of NT$209,725 thousand and earnings per share (EPS) of NT$1.00.
(2) Status of Budget Execution
Operating revenue for FY2025 was NT$5,454,110 thousand, an increase of NT$433,484 thousand compared to the budgeted NT$5,020,626 thousand. Net profit after tax was NT$209,725 thousand, an increase of NT$85,075 thousand over the budget of NT$124,650 thousand. The fact that both revenue and net profit exceeded the budget was primarily attributed to the smooth replenishment of maintenance materials for military aircraft parts and the improvement of contract terms for full-aircraft maintenance services.
(3) Analysis of Financial Results and Profitability
Operating revenue for FY2025 was NT$5,454,110 thousand, representing an increase of NT$254,054 thousand compared to NT$5,200,056 thousand in FY2024. Net profit after tax for FY2025 reached NT$209,725 thousand, an increase of NT$69,116 thousand from NT$140,609 thousand in FY2024. The growth in profitability was primarily driven by the increased demand for full-aircraft maintenance.
(4) Research and Development Status
The Company's R&D expenses for FY2025 amounted to NT$26,164 thousand. Key research and development efforts are focused on unmanned aerial vehicles (UAVs) and fiber optic gyroscopes.
- Summary of 2026 Operating Plans
(1) Management Policies and Major Production-and-Sales Plans
A. Commercial Aircraft Maintenance
The Commercial Aircraft Business Unit serves as a professional maintenance facility specializing in single-aisle narrow-body and regional aircraft, including the Boeing B737, Airbus A320 series, DHC-8-Q400, and ATR 42/72. Under the strategies of "Retaining Existing Customers" and "Developing New Customer Bases," the division has established short-, medium-, and long-term plans to expand capabilities, aiming to secure new clients and fleet maintenance contracts.
In recent years, the Company has leveraged its professional independence, competitive turnaround times, customized services, and superior management to effectively implement various business development initiatives.
In 2025, the Company served a total of 17 customers with 54 aircraft inducted for maintenance. For 2026, while maintaining our existing client base, we will designate
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the Australian market as a key development priority. By deepening these collaborative relationships, we aim to generate stable revenue streams and enhance overall profitability.
Line Maintenance services are provided at major domestic airports, including Songshan, Taoyuan, Taichung, Tainan, and Kaohsiung, to meet customers' real-time maintenance requirements on the line. Benefiting from its geographical advantage and the synergy of economic and tourism effects, Taiwan has become a critical aviation hub in the Asia-Pacific region. Airlines have significantly increased flight frequencies; the average monthly flights in 2025 exceeded 3,000 movements. The Tigerair Taiwan routes from Tainan to Kumamoto and Okinawa, launched in December 2025. Looking ahead to 2026, we remain committed to acquiring new clients and securing additional service routes to sustain business growth. Furthermore, the commercial maintenance contract for the National Airborne Service Corps King Air 200 (NA-301) was officially launched in July 2025. This project will secure future revenue and profit, ensuring stable growth for the Commercial Aircraft Business Unit.
B. Government and Military Aircraft Maintenance
The Company rigorously executes maintenance services for various aircraft and components under the "Air Force Second Logistics Command Military Factory Delegating Private Operation Project" and the "Air Force Songshan Base Command Rehabilitation and Supply Team Delegating Private Operation Project" Adhering to the principle of "Flight Safety First," we aim to complete all military-commissioned tasks on time and with high quality, ensuring the achievement of annual scheduled maintenance targets. These efforts are dedicated to meeting customer demands, addressing urgent shortages for military units, and supporting various combat, exercise, and training missions.
In 2026, the Company will continue to collaborate with the Air Force on the "C-130 Rainbow Fitting Replacement Project" for the center wing section. Furthermore, the Company will fully leverage the military assets transferred under the Second Logistics Command's GOCO project to conduct third-party operations. This strategy aims to increase overall revenue and optimize the operational efficiency of the GOCO project.
The outsourced operation contract for the "Air Force Songshan Base Command Rehabilitation and Supply Team Delegating Private Operation Project" is set to expire in 2026. The renewal application was submitted in July 2024 and reviewed by the Air Force. Following a Renewal Evaluation Committee meeting on December 4, 2025, the proposal was submitted to the Ministry of National Defense (MND) for processing. Upon completion of the MND procedures in 2026, a subsequent contract expansion will be implemented for the period of 2027 to 2028.
The Company secured the "Albatross II Production and Assembly Project" at the end of 2023. The delivery of the first aircraft was completed in August 2024, followed by the final acceptance and closing of the entire project in September 2025. In 2026, in addition to pursuing business opportunities under the Ministry of National Defense's (MND) mass production plans, the Company will also incorporate its current performance and results into the business proposal for the "MND Armaments Bureau Littoral Surveillance and Reconnaissance UAV" project. This aims to facilitate a
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favorable evaluation and secure the contract, further expanding the Company's UAV business.
In compliance with the "National Defense Industry Development Act" and its relevant regulations, defense contractors must obtain qualification and grade certifications, which impact their eligibility and scoring in future Ministry of National Defense (MND) procurement projects. In December 2023, the Company was awarded the "Controlled Defense Products Contractor Grade Certification" by the MND for three aircraft types: C-130, E-2K, and P-3C. The Company will continue to undergo security clearances and renewal applications in accordance with regulations to ensure its eligibility and competitive advantage for future defense projects, thereby maximizing the Company's benefits.
C. Helicopter Maintenance
The Company serves as an Authorized Service Center for Bell Flight and Breeze-Eastern. Furthermore, we have signed a Technical Support Agreement with Sikorsky, ensuring the seamless execution of various projects and programs.
In accordance with the Strategic Commercial Maintenance contracts signed with the Army, the Company performs maintenance services for airframes, engines, and components of the OH-58D, CH-47SD, and TH-67 helicopter models. These efforts aim to support the fleet availability of various Army aircraft, meeting the demands of combat, exercises, and training missions.
Leveraging our professional helicopter maintenance expertise and advanced facilities, we also persist in executing Depot-Level planned IRAN (Inspect and Repair as Necessary) maintenance for 500MD helicopters under the GOCO project. Starting in 2026, the Company will implement the Radar Altimeter Transceiver Modification Project for the Navy's 500MD helicopters to effectively resolve fleet availability issues.
The Company rigorously executes the contract for the outsourced management and maintenance of the National Airborne Service Corps UH-60M Black Hawk fleet for 2026–2027. Adhering to the principles of "Flight Safety First, Quality Priority, and Maintenance of Operational Readiness," we aim to satisfy customer mission requirements. Furthermore, the Company will actively pursue tenders for component maintenance and material procurement to further enhance revenue growth.
The Company continues to execute maintenance projects for rescue hoists and cargo winches from Breeze-Eastern for the National Airborne Service Corps, the Army, Air Force, Navy, and Korea Aerospace Industries. Furthermore, the Company is expanding into the Malaysian market by developing Performance-Based Logistics (PBL) management and MRO services for rescue hoists and cargo winches, thereby increasing the overall scale of its hoist maintenance business
(2) Expected Sales Volume and Its Basis
Due to the nature of our business, which includes Full-Fleet Operations & Maintenance, aviation material trading, outsourced component maintenance, and in-house component repairs, there is significant variation in product types. Furthermore, measurement units and pricing models differ across these categories. For fleet-related operations, the operational readiness rate (or availability rate) is utilized as the primary performance indicator. Consequently, traditional production capacity and output volume cannot be
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quantified for these activities.
3. Future Development Strategies of the Company
(1) Commercial Aircraft Maintenance Business
The global airline fleet continues to expand. However, due to raw material constraints and production capacity limitations faced by Original Equipment Manufacturers, the delivery schedules for new aircraft have failed to meet market demand. Consequently, airlines are extending the service life of aging aircraft or delaying lease returns to meet operational needs. This has led to a surge in maintenance demand, resulting in a supply-demand imbalance within the MRO industry. The Company has built a strong reputation for professional maintenance in the Asia-Pacific market, holding certifications from the US FAA, EU EASA, and Australian CASA. The short-, medium-, and long-term market plans are outlined below:
A. Short-Term Objectives:
Given the Company's solid customer base in the Northeast Asian market, we will continue to strengthen the scale of aircraft inducted under existing Master Services Agreements, thereby increasing the utilization rate of existing capacity and enhancing operational efficiency. Concurrently, the Australian market has been designated as a key development region. By deepening customer cooperation, we can create stable revenue streams and improve overall profitability for the Company.
B. Medium-Term Objectives:
The Company will focus on MRO services for the 737 MAX fleet. In alignment with market demand and capacity planning, the Company aims to progressively enhance its maintenance capabilities and increase the number of clients. This strategy is designed to expand the scope of aircraft model maintenance and strengthen market competitiveness.
C. Long-Term Objectives:
In response to business growth and market demand, we plan to add a fourth maintenance line to expand our overall maintenance capacity. Simultaneously, the Company will actively develop the Southeast Asian market by pursuing new clients in Thailand, India, and the Philippines. A further strategy involves expanding our presence in the lease return maintenance business, aiming to establish a diversified revenue structure with long-term stability.
(2) Government and Military Aircraft Maintenance Business
The Taichung Accessory Plant's plating facility features 39 electroplating tanks capable of chrome plating, cadmium plating, and anodizing. It currently handles electroplating for components such as landing gear, propellers, and hydraulic systems for various military aircraft. To maximize the use of transferred equipment and manpower and to pursue third-party operations, the facility has obtained ISO 9001 and AS9110 certifications and joined the "Taichung Youth Shalu Shengang Industry Association (TYSIA)." Through marketing and promotion, the facility aims to secure electroplating subcontracting orders, with the goal of becoming a premier electroplating center for hardware fasteners in Taiwan. Meanwhile, the Pingtung Aircraft Maintenance Plant aims to fully utilize the Da-Sheng Camp under the GOCO model for third-party operations. This includes revitalizing airport usage and planning the expansion of Business Jet FBO (Fixed-Base Operator)
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services as well as commercial aircraft paint stripping, repainting, and MRO services. These efforts will increase maintenance capacity and establish a "barrier to entry" for the Second Logistics Command GOCO Project, securing a highly favorable position for future contract renewals.
The Company has been awarded a total of 71 Industrial Cooperation Program (ICP) capability certificates for F-16 and P-3C aircraft and has undertaken maintenance tasks commissioned by the Air Force. Moving forward, the Company will continue to invest in the development of ICP capabilities to strengthen national defense autonomy.
The Company has established capabilities for UAV assembly and maintenance. Through commercial licensing and technology transfer for the manufacturing of medium-sized UAV composite airframes, the Company continues to enhance its UAV maintenance and manufacturing capacities. These efforts aim to secure upcoming contracts for UAV assembly and commercial maintenance (MRO) projects for unmanned vehicle systems.
(3) Helicopter Maintenance Business
The Company continues to develop the avionics performance upgrade for the TH-67 helicopter and the structural life extension for the Navy's S-70C helicopter. In the international market, we will perform maintenance for Breeze-Eastern rescue hoists and cargo winches from South Korea, while pursuing Performance-Based Logistics (PBL) and MRO contracts for the same components in Malaysia. These efforts are part of a comprehensive strategy to promote helicopter MRO business across Asia and generate operational synergy.
- Impact of External Competition, Legal Environment, and Overall Operating Environment
In recent years, the aviation maintenance industry has faced challenges such as the loss of technical personnel and the retirement of senior engineers. To address this, the Company continues to invest in professional maintenance training and provides guidance to encourage employees to obtain certifications. In addition to industry-academia collaborations with colleges and universities, the Company's Maintenance Training Organization (MTO), approved by the CAA, conducts internal aircraft maintenance training programs. Based on operational and manpower requirements, these programs provide essential training and certification exams to optimize training quality, cultivate talent reserves, and build long-term maintenance capacity.
Due to the impact of Diminishing Manufacturing Sources and Material Shortages (DMSMS) for aging aircraft models and geopolitical factors, the industry has faced extended lead times for raw materials and difficulties in procuring maintenance parts. In response, the Company actively collaborates with domestic Taiwanese suppliers through joint development and prototype testing to help customers secure high-quality maintenance sources, thereby ensuring stable revenue growth.
The provision of maintenance services for both military and commercial aircraft is strictly regulated by international aviation authorities. The Company currently holds numerous OEM authorizations and certifications for aircraft and component maintenance. Looking ahead, in addition to expanding our presence in the domestic and international commercial maintenance markets, we will continue to consolidate our core businesses under the government's consistent outsourcing policy, striving for steady and sustainable growth.
Director :
General Manager :
Accounting manager :
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亞洲航空股份有限公司
Air Asia Co., Ltd
Annex 2.
Audit Committee Audit Report
The Business Report, Financial statements and Proposal for profit distribution of 2025 prepared by the Board of Director have been audited and certified by Yen-Ta Su, Yung-Hsiang Chen of KPMG. After reviewing such documents, this Audit Committee found no nonconformity, in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.
To
Air Asia Company Limited 2026 Annual General Meeting of Shareholders
Audit Committee Convener:
March
4,
2026
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Annex 3.
AIR ASIA CO., LTD.
Parent Company Only Financial Statements
With Independent Auditors’ Report
For the Years Ended December 31, 2025 and 2024
The independent auditors’ report and the accompanying parent company only financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ report and parent company only financial statements, the Chinese version shall prevail.
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Independent Auditors' Report Translated from Chinese
To the Board of Directors of AIR ASIA CO., LTD.:
Opinion
We have audited the financial statements of AIR ASIA CO., LTD.("the Company"), which comprise the balance sheet as of December 31, 2025 and 2024, the statement of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including a summary of material accounting policies.
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountants of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.
1. Revenue recognition
Please refer to Note 4(n) "Revenue recognition", Note 5(a) "Significant accounting assumptions and judgments, and major sources of estimation uncertainty", and Note 6(r) "Revenue from contracts with customers" to the financial statements.
Description of key audit matter:
Parts of the Company's aircraft maintenance service and aircraft business maintenance management contracts recognize revenue when a performance obligation was satisfied over time. This method calculates the percentage of completion based on the goods and services transferred to the customer. As measuring the progress towards complete satisfaction of the performance
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obligation involves management's material judgement, we determined that the assessment of revenue recognition was one of the key areas our audit focused on.
How the matter was addressed in our audit procedures:
- Assessing and testing the effectiveness of the internal control design and execution regarding revenue recognition.
- Selecting material contracts as samples, inspecting revenue recognition terms and conditions of contracts, testing the material requisition record and employee time record to verify the correctness of actual input and verifying the correctness of the amount of revenue recognized.
- Sampling and performing a retrospective review to comparatively analyze the historical accuracy of judgments with reference to actual revenue in order to assess the rationality of the judgement and assumptions of the current period.
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Assessing whether the disclosure of revenue recognition was appropriate.
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Valuation for slow-moving inventories
Please refer to Note 4(g) "Inventories", Note 5(b) "Significant accounting assumptions and judgments, and major sources of estimation uncertainty", and Note 6(e) "Inventories" to the financial statements.
Description of key audit matter:
The maintenance materials prepared by the Company to meet customer needs may lose their original benefits due to the obsolescence of aircraft models, causing inventories to became obsolete, resulting in a risk wherein the carrying value of inventories may exceed its net realizable value. Therefore, we determined that the valuation of slow-moving inventories was one of the key areas our audit focused on.
How the matter was addressed in our audit procedures:
- Understanding the obsolete inventories valuation policy used by management and comparing the actual status of obsolete inventories in the past to assess the accuracy of past management estimates.
- Acquiring inventories aging report, as well as sampling and verifying against inventories change documents to test the accuracy of inventories aging calculation.
- Recalculatin the provision for inventory and obsolescence based on the slow-moving inventories provision ratio applicable to the inventories age range.
- Assessing whether the disclosure of provision for inventory and obsolescence was appropriate.
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Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including the Audit Committee) are responsible for overseeing the Company's financial reporting process.
Auditors' Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going
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concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient and appropriate audit evidence regarding the financial information of the investment in other entities accounted for using the equity method to express an opinion on this financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors' report are Su, Yen-Ta and Chen, Yung-Hsiang.
KPMG
Taipei, Taiwan (Republic of China)
March 4, 2026
Notes to Readers
The accompanying parent company only financial statements are intended only to present the financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such parent company only financial statements are those generally accepted and applied in the Republic of China.
The independent auditors' audit report and the accompanying parent company only financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors' audit report and parent company only financial statements, the Chinese version shall prevail.
亞洲航空股份有限公司
Air Asia Co., Ltd
(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)
AIR ASIA CO., LTD.
Balance Sheets
December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| Assets | |
|---|---|
| Current assets: | |
| 1100 | Cash and cash equivalents(note (6)(a)) |
| 1139 | Financial assets for hedging—current(note (6)(b)) |
| 1140 | Contract assets—current(note (6)(c)) |
| 1170 | Trade receivables, net(notes (6)(c), (c)and (7)) |
| 1200 | Other receivables(note (6)(d)) |
| 130X | Inventories(notes (6)(b)and (e)) |
| 1410 | Prepayments(note (6)(f)) |
| 1478 | Refundable deposits—current(note (8)) |
| 1479 | Other current assets |
| Total current assets | |
| Non-current assets: | |
| 1550 | Investments accounted for using equity method |
| 1600 | Property, plant and equipment(notes (6)(g)and (8)) |
| 1755 | Right-of-use assets(note (6)(h)) |
| 1780 | Intangible assets(note (6)(i)) |
| 1840 | Deferred tax assets(note (6)(o)) |
| 1955 | Incremental costs of obtaining contracts—non-current(note (6)(r)) |
| 1990 | Other non-current assets(notes (6)(g), (j)and (8)) |
| Total non-current assets | |
| December 31, 2025 | |
| --- | --- |
| Amount | |
| $ | 223,646 |
| 2,534 | |
| 1,312,926 | |
| 1,674,494 | |
| 64,622 | |
| 1,024,513 | |
| 114,529 | |
| 91,488 | |
| 2,851 | |
| 4,511,603 | |
| 3,023 | |
| 864,313 | |
| 195,318 | |
| 10,306 | |
| 57,724 | |
| 8,285 | |
| 66,240 | |
| 1,205,209 | |
| $ | 5,716,812 |
| December 31, 2025 | |
| --- | --- |
| Amount | |
| Liabilities and Equity | |
| Current liabilities: | |
| 2100 | Short-term loans(notes (6)(k)and (8)) |
| 2126 | Financial liabilities for hedging—current(note (6)(b)) |
| 2130 | Contract liabilities—current(note (6)(c)) |
| 2170 | Trade payables |
| 2200 | Other payables |
| 2230 | Current tax liabilities |
| 2250 | Provisions—current(note (6)(l)) |
| 2280 | Lease liabilities—current(note (6)(m)) |
| 2320 | Current portion of long-term loans(notes (6)(k)and (8)) |
| 2399 | Other current liabilities |
| Total current liabilities | |
| Non-Current liabilities: | |
| 2540 | Long-term loans(notes (6)(k)and (8)) |
| 2570 | Deferred tax liabilities(note (6)(o)) |
| 2580 | Lease liabilities—non-current(note (6)(m)) |
| Total non-current liabilities | |
| Total liabilities | |
| Equity attributable to owners of the Company(notes (6)(b), (o)and (p)): | |
| 3110 | Common stock |
| 3200 | Capital surplus |
| Retained earnings: | |
| 3310 | Legal reserve |
| 3320 | Special reserve |
| 3350 | Unappropriated retained earnings |
| 3400 | Other equity |
| Total equity | |
| Total liabilities and equity |
See accompanying notes to parent company only financial statements.
亞洲航空股份有限公司
Air Asia Co., Ltd
(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)
AIR ASIA CO., LTD.
Statements of Comprehensive Income
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Common Share)
| 2025 | 2024 | ||||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4000 | Operating revenue(notes (6)(r)and (7)) | $ 5,454,110 | 100 | 5,200,056 | 100 |
| 5000 | Operating costs(notes (6)(b), (e), (m), (n), (r), (s), (7)and (12)) | 4,889,585 | 90 | 4,737,697 | 91 |
| 5900 | Gross profit | 564,525 | 10 | 462,359 | 9 |
| 6000 | Operating expenses(notes (6)(c), (d), (m), (n), (s), (7)and (12)): | ||||
| 6100 | Selling expenses | 74,686 | 1 | 69,608 | 1 |
| 6200 | Administrative expenses | 164,137 | 3 | 172,580 | 3 |
| 6300 | Research and development expenses | 26,164 | - | 22,661 | - |
| 6450 | Expected credit losses (profit) | 8,545 | - | (4) | - |
| 273,532 | 4 | 264,845 | 4 | ||
| 6900 | Operating profit | 290,993 | 6 | 197,514 | 5 |
| 7000 | Non-operating income and expenses(notes (6)(g), (m)and (t)): | ||||
| 7100 | Interest income | 3,082 | - | 6,632 | - |
| 7010 | Other income | 18,435 | - | 11,940 | - |
| 7020 | Other gains and losses | (12,451) | - | 957 | - |
| 7050 | Interest expense | (38,175) | (1) | (37,006) | (1) |
| 7070 | Share of loss of associates accounted for using equity method | (103) | - | (115) | - |
| (29,212) | (1) | (17,592) | (1) | ||
| 7900 | Profit before tax | 261,781 | 5 | 179,922 | 4 |
| 7950 | Less: Income tax expenses(note (6)(o)) | 52,056 | 1 | 39,313 | 1 |
| Net profit | 209,725 | 4 | 140,609 | 3 | |
| 8300 | Other comprehensive income(notes (6)(b), (o)and (p)): | ||||
| 8310 | Components of other comprehensive income that will not be reclassified to profit or loss | ||||
| 8317 | Gains on hedging instruments | (11,383) | - | 25,768 | - |
| 8349 | Less: income tax related to components of other comprehensive income that will not be reclassified to profit or loss | (57) | - | 1,414 | - |
| (11,326) | - | 24,354 | - | ||
| 8360 | Components of other comprehensive income that will be reclassified to profit or loss | ||||
| 8361 | Exchange differences on translation of foreign financial statements | (135) | - | 212 | - |
| 8399 | Less: income tax related to components of other comprehensive income that will be reclassified to profit or loss | (27) | - | 43 | - |
| (108) | - | 169 | - | ||
| 8300 | Other comprehensive income, net | (11,434) | - | 24,523 | - |
| 8500 | Total comprehensive income | $ 198,291 | 4 | 165,132 | 3 |
| Earnings per share (note (6)(q)) (in New Taiwan dollars) | |||||
| 9750 | Basic earnings per share | $ | 1.00 | 0.67 | |
| 9850 | Diluted earnings per share | $ | 1.00 | 0.67 |
See accompanying notes to parent company only financial statements.
~19~
亞洲航空股份有限公司
Air Asia Co., Ltd
(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)
AIR ASIA CO., LTD.
Statements of Changes in Equity
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| Common Stock | Capital surplus | Retained earnings | Other equity | Total equity | |||||
|---|---|---|---|---|---|---|---|---|---|
| Legal reserve | Special reserve | Unappropriated retained earnings | Exchange differences on translation of foreign financial statements | Gains (losses) on hedging instruments | Total | ||||
| Balance at January 1, 2024 | $ 2,094,382 | 1,153,005 | 132,869 | - | 57,135 | 134 | (3,554) | (3,420) | 3,433,971 |
| Net profit | - | - | - | - | 140,609 | - | - | - | 140,609 |
| Other comprehensive income | - | - | - | - | - | 169 | 24,354 | 24,523 | 24,523 |
| Total comprehensive income | - | - | - | - | 140,609 | 169 | 24,354 | 24,523 | 165,132 |
| Appropriation and distribution of retained earnings: | |||||||||
| Legal reserve | - | - | 5,712 | - | (5,712) | - | - | - | - |
| Special reserve | - | - | - | 3,420 | (3,420) | - | - | - | - |
| Cash dividends | - | - | - | - | (48,001) | - | - | - | (48,001) |
| Cash dividends distributed from capital surplus | - | (63,001) | - | - | - | - | - | - | (63,001) |
| Changes in fair value of hedging instrument reclassified to inventories | - | - | - | - | - | - | (18,696) | (18,696) | (18,696) |
| Balance at December 31, 2024 | 2,094,382 | 1,090,004 | 138,581 | 3,420 | 140,611 | 303 | 2,104 | 2,407 | 3,469,405 |
| Net profit | - | - | - | - | 209,725 | - | - | - | 209,725 |
| Other comprehensive income | - | - | - | - | - | (108) | (11,326) | (11,434) | (11,434) |
| Total comprehensive income | - | - | - | - | 209,725 | (108) | (11,326) | (11,434) | 198,291 |
| Appropriation and distribution of retained earnings: | |||||||||
| Legal reserve | - | - | 14,061 | - | (14,061) | - | - | - | - |
| Special reserve reserved | - | - | - | (3,420) | 3,420 | - | - | - | - |
| Cash dividends | - | - | - | - | (129,969) | - | - | - | (129,969) |
| Changes in fair value of hedging instrument reclassified to inventories | - | - | - | - | - | - | 11,101 | 11,101 | 11,101 |
| Balance at December 31, 2025 | $ 2,094,382 | 1,090,004 | 152,642 | - | 209,726 | 195 | 1,879 | 2,074 | 3,548,828 |
See accompanying notes to parent company only financial statements.
亞洲航空股份有限公司
Air Asia Co., Ltd
(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)
AIR ASIA CO., LTD.
Statements of Cash Flows
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| Cash flows from (used in) operating activities: | ||
| Profit before tax | $ 261,781 | 179,922 |
| Adjustments: | ||
| Adjustments to reconcile profit: | ||
| Depreciation expenses | 107,649 | 100,368 |
| Amortization expenses | 6,599 | 15,260 |
| Expected credit losses (profit) | 8,545 | (4) |
| Interest expenses | 38,175 | 37,006 |
| Interest income | (3,082) | (6,632) |
| Share of loss of subsidiaries accounted for using equity method | 103 | 115 |
| Loss (gain) from disposal of property, plant and equipment | (377) | 81 |
| Property, plant and equipment transferred to operating costs | 57 | - |
| Gains on lease modification | (3) | (9) |
| Unrealized foreign exchange losses | 853 | 2,070 |
| Total adjustments to reconcile profit | 158,519 | 148,255 |
| Changes in operating assets and liabilities: | ||
| Changes in operating assets: | ||
| Decrease (increase) in contract assets—current | 52,043 | (183,900) |
| Decrease (increase) in accounts receivable | (259,692) | 33,650 |
| Decrease (increase) in other receivables | 213 | (528) |
| Decrease (increase) in inventories | 324,349 | (297,062) |
| Decrease (increase) in prepayments | (61,607) | 15,346 |
| Decrease in other current assets | 2,734 | 23,802 |
| Decrease in incremental costs of obtaining contracts—non-current | 3,658 | 1,485 |
| Total changes in operating assets | 61,698 | (407,207) |
| Changes in operating liabilities: | ||
| Decrease in contract liabilities—current | (43,393) | (1,848) |
| Increase (decrease) in trade payables | (95,087) | 156,064 |
| Increase in other payables | 27,146 | 46,509 |
| Increase in provisions—current | 9,016 | 7,180 |
| Increase (decrease) in other current liabilities | 1,282 | (5,826) |
| Total changes in operating liabilities | (101,036) | 202,079 |
| Net changes in operating assets and liabilities | (39,338) | (205,128) |
| Total adjustments | 119,181 | (56,873) |
| Cash generated from operations | 380,962 | 123,049 |
| Interest received | 2,647 | 6,522 |
| Interest paid | (38,054) | (37,360) |
| Income tax paid | (57,382) | (454) |
| Net cash generated from operating activities | 288,173 | 91,757 |
| Cash flows from (used in) investing activities: | ||
| Decrease (increase) in refundable deposits | (3,107) | 25,485 |
| Acquisition of property, plant and equipment | (51,021) | (62,541) |
| Proceeds from disposal of property, plant and equipment | 493 | 69 |
| Acquisition of intangible assets | (10,288) | (7,368) |
| Decrease (increase) in other non-current assets | 10,877 | (47,907) |
| Net cash used in investing activities | (53,046) | (92,262) |
| Cash flows from (used in) financing activities: | ||
| Increase in short-term loans | 1,768,687 | 1,461,368 |
| Decrease in short-term loans | (1,599,687) | (1,571,368) |
| Increase in short-term notes payable | 2,406,190 | 3,295,980 |
| Decrease in short-term notes payable | (2,406,190) | (3,295,980) |
| Proceeds from long-term loans | 100,000 | 377,000 |
| Repayments of long-term loans | (284,000) | (234,750) |
| Payment of lease liabilities | (18,748) | (18,399) |
| Cash dividends | (129,969) | (111,002) |
| Net cash used in financing activities | (163,717) | (97,151) |
| Effects of exchange rate changes on balance of cash held in foreign currencies | (53) | (1,110) |
| Net increase (decrease) in cash and cash equivalents | 71,357 | (98,766) |
| Cash and cash equivalents at the beginning of year | 152,289 | 251,055 |
| Cash and cash equivalents at end of year | $ 223,646 | 152,289 |
See accompanying notes to parent company only financial statements.
亞洲航空股份有限公司
Air Asia Co., Ltd
AIR ASIA CO., LTD. AND SUBSIDIARIES
Consolidated Financial Statements
With Independent Auditors’ Report
For the Years Ended December 31, 2025 and 2024
The independent auditors’ report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ report and consolidated financial statements, the Chinese version shall prevail.
~22~
亞洲航空股份有限公司
Air Asia Co., Ltd
Independent Auditors' Report Translated from Chinese
To the Board of Directors of AIR ASIA CO., LTD.:
Opinion
We have audited the consolidated financial statements of AIR ASIA CO., LTD. and its subsidiaries (“the Group”), which comprise the consolidated balance sheet as of December 31, 2025 and 2024, the consolidated statement of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of material accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IASs”), Interpretations developed by the International Financial Reporting Interpretations Committee (“IFRIC”) or the former Standing Interpretations Committee (“SIC”) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.
1. Revenue recognition
Please refer to Note 4(n) “Revenue recognition”, Note 5(a) “Significant accounting assumptions and judgments, and major sources of estimation uncertainty”, and Note 6(r) “Revenue from contracts with customers” to the consolidated financial statements.
亞洲航空股份有限公司
Air Asia Co., Ltd
Description of key audit matter:
Parts of the Group’s aircraft maintenance service and aircraft business maintenance management contracts recognize revenue when a performance obligation was satisfied over time. This method calculates the percentage of completion based on the goods and services transferred to the customer. As measuring the progress towards complete satisfaction of the performance obligation involves management’s material judgement, we determined that the assessment of revenue recognition was one of the key areas our audit focused on.
How the matter was addressed in our audit procedures:
- Assessing and testing the effectiveness of the internal control design and execution regarding revenue recognition.
- Selecting material contracts as samples, inspecting revenue recognition terms and conditions of contracts, testing the material requisition record and employee time record to verify the correctness of actual input and verifying the correctness of the amount of revenue recognized.
- Sampling and performing a retrospective review to comparatively analyze the historical accuracy of judgments with reference to actual revenue in order to assess the rationality of the judgement and assumptions of the current period.
-
Assessing whether the disclosure of revenue recognition was appropriate.
-
Valuation for slow-moving inventories
Please refer to Note 4(h) “Inventories”, Note 5(b) “Significant accounting assumptions and judgments, and major sources of estimation uncertainty”, and Note 6(e) “Inventories” to the consolidated financial statements.
Description of key audit matter:
The maintenance materials prepared by the Group to meet customer needs may lose their original benefits due to the obsolescence of aircraft models, causing inventories to become obsolete, resulting in a risk wherein the carrying value of inventories may exceed its net realizable value. Therefore, we determined that the valuation of slow-moving inventories was one of the key areas our audit focused on.
How the matter was addressed in our audit procedures:
- Understanding the obsolete inventories valuation policy used by management and comparing the actual status of obsolete inventories in the past to assess the accuracy of past management estimates.
- Acquiring inventories aging report, as well as sampling and verifying against inventories change documents to test the accuracy of inventories aging calculation.
~24~
亞洲航空股份有限公司
Air Asia Co., Ltd
- Recaculating the provision for inventory and obsolescence based on the slow-moving inventories provision ratio applicable to the inventories age range.
- Assessing whether the disclosure of provision for inventory and obsolescence was appropriate.
Other Matter
AIR ASIA CO., LTD. has prepared its parent-company-only financial statements as of and for the years ended December 31, 2025 and 2024, on which we have issued an unmodified opinion.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the IFRSs, IASs, IFRC, SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including the Audit Committee) are responsible for overseeing the Group's financial reporting process.
Auditors' Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and
亞洲航空股份有限公司
Air Asia Co., Ltd
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
~26~
亞洲航空股份有限公司
Air Asia Co., Ltd
The engagement partners on the audit resulting in this independent auditors’ report are Su, Yen-Ta and Chen, Yung-Hsiang.
KPMG
Taipei, Taiwan (Republic of China)
March 4, 2026
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.
The independent auditors’ audit report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ audit report and consolidated financial statements, the Chinese version shall prevail.
~27~
亞洲航空股份有限公司
Air Asia Co., Ltd
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
AIR ASIA CO., LTD. AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollar)
| Assets | December 31, 2025 | December 31, 2024 |
|---|---|---|
| Current assets: | Amount % | Amount % |
| 1100 Cash and cash equivalents(note (8)(a)) | $ 226,727 4 | 155,614 3 |
| 1139 Financial assets for hedging—current(note (8)(b)) | 2,534 - | 2,630 - |
| 1140 Contract assets—current(note (8)(c)) | 1,312,926 23 | 1,364,969 24 |
| 1170 Trade receivables, net(notes (8)(c), (c)and (7)) | 1,674,494 29 | 1,411,862 24 |
| 1200 Other receivables(note (8)(d)) | 64,622 1 | 2,604 - |
| 130X Inventories(notes (8)(b)and (e)) | 1,024,513 18 | 1,348,862 23 |
| 1410 Prepayments(note (8)(f)) | 114,529 2 | 125,978 2 |
| 1478 Refundable deposits—current(note (8)) | 91,488 2 | 88,381 2 |
| 1479 Other current assets | 2,851 - | 5,585 - |
| Total current assets | 4,514,684 79 | 4,506,485 78 |
| Non-current assets: | ||
| 1600 Property, plant and equipment(notes (8)(g)and (8)) | 864,313 15 | 822,121 14 |
| 1755 Right-of-use assets(note (8)(h)) | 195,318 4 | 222,646 4 |
| 1780 Intangible assets(note (8)(i)) | 10,306 - | 6,617 - |
| 1840 Deferred tax assets(note (8)(o)) | 57,724 1 | 53,863 1 |
| 1955 Incremental costs of obtaining contracts—non-current(note (8)(r)) | 8,285 - | 11,943 - |
| 1990 Other non-current assets(notes (8)(g), (j)and (8)) | 66,240 1 | 143,246 3 |
| Total non-current assets | 1,202,186 21 | 1,260,436 22 |
| Total assets | $ 5,716,870 100 | 5,766,921 100 |
| Liabilities and Equity | December 31, 2025 | December 31, 2024 |
| --- | --- | --- |
| Current liabilities: | Amount % | Amount % |
| 2100 Short-term loans(notes (8)(k)and (8)) | $ 789,000 14 | 620,000 11 |
| 2126 Financial liabilities for hedging—current(note (8)(b)) | 186 - | - - |
| 2130 Contract liabilities—current(note (8)(r)) | 6,344 - | 49,737 1 |
| 2170 Trade payables | 386,024 7 | 480,087 8 |
| 2200 Other payables | 334,723 6 | 303,138 5 |
| 2230 Current tax liabilities | 36,066 1 | 37,530 1 |
| 2250 Provisions—current(note (8)(l)) | 45,847 1 | 36,831 1 |
| 2280 Lease liabilities—current(note (8)(m)) | 21,128 - | 22,572 - |
| 2320 Current portion of long-term loans(notes (8)(k)and (8)) | 127,867 2 | 184,000 3 |
| 2399 Other current liabilities | 10,009 - | 8,727 - |
| Total current liabilities | 1,757,194 31 | 1,742,622 30 |
| Non-current liabilities: | ||
| 2540 Long-term loans(notes (8)(k)and (8)) | 236,133 4 | 364,000 7 |
| 2570 Deferred tax liabilities(note (8)(o)) | 2,466 - | 2,551 - |
| 2580 Lease liabilities—non-current(note (8)(m)) | 172,249 3 | 188,343 3 |
| Total non-current liabilities | 410,848 7 | 554,894 10 |
| Total liabilities | 2,168,042 38 | 2,297,516 40 |
| Equity attributable to owners of parent(notes (8)(b), (o)and (p)): | ||
| 3110 Common stock | 2,094,382 36 | 2,094,382 36 |
| 3200 Capital surplus | 1,090,004 19 | 1,090,004 19 |
| Retained earnings: | ||
| 3310 Legal reserve | 152,642 3 | 138,581 2 |
| 3320 Special reserve | - - | 3,420 - |
| 3350 Unappropriated retained earnings | 209,726 4 | 140,611 3 |
| 3400 Other equity | 362,368 7 | 282,612 5 |
| Total equity | 2,074 - | 2,407 - |
| Total liabilities and equity | 3,548,828 62 | 3,469,405 60 |
| $ 5,716,870 100 | 5,766,921 100 |
See accompanying notes to consolidated financial statements.
亞洲航空股份有限公司
Air Asia Co., Ltd
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
AIR ASIA CO., LTD. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollar, Except for Earnings Per Common Share)
| 2025 | 2024 | ||||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4000 | Operating revenue(notes (6)(r)and (7)) | $ 5,454,110 | 100 | 5,200,056 | 100 |
| 5000 | Operating costs(notes (6)(b), (e), (m), (n), (r), (s), (7)and (12)) | 4,889,585 | 90 | 4,737,697 | 91 |
| 5900 | Gross profit | 564,525 | 10 | 462,359 | 9 |
| 6000 | Operating expenses(notes (6)(c), (d), (m), (n), (s), (7)and (12)): | ||||
| 6100 | Selling expenses | 74,686 | 1 | 69,608 | 1 |
| 6200 | Administrative expenses | 164,240 | 3 | 172,695 | 3 |
| 6300 | Research and development expenses | 26,164 | - | 22,661 | - |
| 6450 | Expected credit losses (profit) | 8,545 | - | (4) | - |
| 273,635 | 4 | 264,960 | 4 | ||
| 6900 | Operating profit | 290,890 | 6 | 197,399 | 5 |
| 7000 | Non-operating income and expenses(notes (6)(g), (m)and (t)): | ||||
| 7100 | Interest income | 3,082 | - | 6,632 | - |
| 7010 | Other income | 18,435 | - | 11,940 | - |
| 7020 | Other gains and losses | (12,451) | - | 957 | - |
| 7050 | Interest expenses | (38,175) | (1) | (37,006) | (1) |
| (29,109) | (1) | (17,477) | (1) | ||
| 7900 | Profit before tax | 261,781 | 5 | 179,922 | 4 |
| 7950 | Less: Income tax expenses(note (6)(o)) | 52,056 | 1 | 39,313 | 1 |
| Net profit | 209,725 | 4 | 140,609 | 3 | |
| 8300 | Other comprehensive income(notes (6)(b), (o)and (p)): | ||||
| 8310 | Components of other comprehensive income that will not be reclassified to profit or loss | ||||
| 8317 | Gains (losses) on hedging instrument | (11,383) | - | 25,768 | - |
| 8349 | Less: income tax related to components of other comprehensive income that will not be reclassified to profit or loss | (57) | - | 1,414 | - |
| (11,326) | - | 24,354 | - | ||
| 8360 | Components of other comprehensive income that will be reclassified to profit or loss | ||||
| 8361 | Exchange differences on translation of foreign financial statements | (135) | - | 212 | - |
| 8399 | Less: income tax related to components of other comprehensive income that will be reclassified to profit or loss | (27) | - | 43 | - |
| (108) | - | 169 | - | ||
| 8300 | Other comprehensive income, net | (11,434) | - | 24,523 | - |
| 8500 | Total comprehensive income | $ 198,291 | 4 | 165,132 | 3 |
| Profit, attributable to: | |||||
| 8610 | Owners of parent | $ 209,725 | 4 | 140,609 | 3 |
| Comprehensive income attributable to: | |||||
| 8710 | Owners of parent | $ 198,291 | 4 | 165,132 | 3 |
| Earnings per share (note (6)(q)) (in New Taiwan dollars) | |||||
| 9750 | Basic earnings per share | $ | 1.00 | 0.67 | |
| 9850 | Diluted earnings per share | $ | 1.00 | 0.67 |
See accompanying notes to consolidated financial statements.
亞洲航空股份有限公司
Air Asia Co., Ltd
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
AIR ASIA CO., LTD. AND SUBSIDIARIES
Consolidated Statements of Changes in Equity
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollar)
Balance at January 1, 2024
Net profit
Other comprehensive income
Total comprehensive income
Appropriation and distribution of retained earnings:
Legal reserve
Special reserve
Cash dividends
Cash dividends distributed from capital surplus
Changes in fair value of hedging instrument reclassified to inventories
Balance at December 31, 2024
Net profit
Other comprehensive income
Total comprehensive income
Appropriation and distribution of retained earnings:
Legal reserve
Special reserve reserved
Cash dividends
Changes in fair value of hedging instrument reclassified to inventories
Balance at December 31, 2025
Equity attributable to owners of parent
| Common Stock | Capital surplus | Retained earnings | Other equity | ||||
|---|---|---|---|---|---|---|---|
| Legal reserve | Special reserve | Unappropriated retained earnings | Exchange differences on translation of foreign financial statements | Gains (losses) on hedging instruments | Total | ||
| $ 2,094,382 | 1,153,005 | 132,869 | - | 57,135 | 134 | (3,554) | (3,420) |
| - | - | - | - | 140,609 | - | - | - |
| - | - | - | - | - | 169 | 24,354 | 24,523 |
| - | - | - | - | 140,609 | 169 | 24,354 | 24,523 |
| - | - | 5,712 | - | (5,712) | - | - | - |
| - | - | - | 3,420 | (3,420) | - | - | - |
| - | - | - | - | (48,001) | - | - | (48,001) |
| - | (63,001) | - | - | - | - | - | (63,001) |
| - | - | - | - | - | - | (18,696) | (18,696) |
| 2,094,382 | 1,090,004 | 138,581 | 3,420 | 140,611 | 303 | 2,104 | 2,407 |
| - | - | - | - | 209,725 | - | - | - |
| - | - | - | - | - | (108) | (11,326) | (11,434) |
| - | - | - | - | 209,725 | (108) | (11,326) | (11,434) |
| - | - | 14,061 | - | (14,061) | - | - | - |
| - | - | - | (3,420) | 3,420 | - | - | - |
| - | - | - | - | (129,969) | - | - | (129,969) |
| - | - | - | - | - | - | 11,101 | 11,101 |
| $ 2,094,382 | 1,090,004 | 152,642 | - | 209,726 | 195 | 1,879 | 2,074 |
See accompanying notes to consolidated financial statements.
~30~
亞洲航空股份有限公司
Air Asia Co., Ltd
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
AIR ASIA CO., LTD. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollar)
| 2025 | 2024 | |
|---|---|---|
| Cash flows from (used in) operating activities: | ||
| Profit before tax | $ 261,781 | 179,922 |
| Adjustments: | ||
| Adjustments to reconcile profit: | ||
| Depreciation expenses | 107,649 | 100,368 |
| Amortization expenses | 6,599 | 15,260 |
| Expected credit losses (profit) | 8,545 | (4) |
| Interest expenses | 38,175 | 37,006 |
| Interest income | (3,082) | (6,632) |
| Losses (gains) on disposal of property, plant and equipment | (377) | 81 |
| Property, plant and equipment transferred to operating costs | 57 | - |
| Gains on lease modification | (3) | (9) |
| Unrealized foreign exchange losses | 853 | 2,070 |
| Total adjustments to reconcile profit | 158,416 | 148,140 |
| Changes in operating assets and liabilities: | ||
| Changes in operating assets: | ||
| Decrease (increase) in contract assets - current | 52,043 | (183,900) |
| Decrease (increase) in trade receivables, net | (259,692) | 33,650 |
| Decrease (increase) in other receivables | 213 | (528) |
| Decrease (increase) in inventories | 324,349 | (297,062) |
| Decrease (increase) in prepayments | (61,607) | 15,346 |
| Decrease in other current assets | 2,734 | 23,802 |
| Decrease in incremental costs of obtaining contracts - non-current | 3,658 | 1,485 |
| Total changes in operating assets | 61,698 | (407,207) |
| Changes in operating liabilities: | ||
| Decrease in contract liabilities - current | (43,393) | (1,848) |
| Increase (decrease) in trade payables | (95,087) | 156,064 |
| Decrease in other payables | 27,140 | 46,527 |
| Increase in provisions - current | 9,016 | 7,180 |
| Increase (decrease) in other current liabilities | 1,282 | (5,826) |
| Total changes in operating liabilities | (101,042) | 202,097 |
| Net changes in operating assets and liabilities | (39,344) | (205,110) |
| Total adjustments | 119,072 | (56,970) |
| Cash flows from operations | 380,853 | 122,952 |
| Interest received | 2,647 | 6,522 |
| Interest paid | (38,054) | (37,360) |
| Income tax paid | (57,382) | (454) |
| Net cash generated from operating activities | 288,064 | 91,660 |
| Cash flows from (used in) investing activities: | ||
| Decrease (increase) in refundable deposits | (3,107) | 25,485 |
| Acquisition of property, plant and equipment | (51,021) | (62,541) |
| Proceeds from disposal of property, plant and equipment | 493 | 69 |
| Acquisition of intangible assets | (10,288) | (7,368) |
| Decrease (increase) in other non-current assets | 10,877 | (47,907) |
| Net cash used in investing activities | (53,046) | (92,262) |
| Cash flows from (used in) financing activities: | ||
| Increase in short-term loans | 1,768,687 | 1,461,368 |
| Decrease in short-term loans | (1,599,687) | (1,571,368) |
| Increase in short-term notes payable | 2,406,190 | 3,295,980 |
| Decrease in short-term notes payable | (2,406,190) | (3,295,980) |
| Proceeds from long-term loans | 100,000 | 377,000 |
| Repayments of long-term loans | (284,000) | (234,750) |
| Payment of lease liabilities | (18,748) | (18,399) |
| Cash dividends | (129,969) | (111,002) |
| Net cash used in financing activities | (163,717) | (97,151) |
| Effects of exchange rate changes on balance of cash held in foreign currencies | (188) | (898) |
| Net increase (decrease) in cash and cash equivalents | 71,113 | (98,651) |
| Cash and cash equivalents at the beginning of year | 155,614 | 254,265 |
| Cash and cash equivalents at end of year | $ 226,727 | 155,614 |
See accompanying notes to consolidated financial statements.
亞洲航空股份有限公司
Air Asia Co., Ltd
Annex 4.
Directors' Remuneration Report of 2025
The remuneration of the Company's Directors and Independent Directors is governed by the Company's "Articles of Incorporation" and the Company's "Regulations Governing the Remuneration of Directors and Managers," which only pays regular transportation expenses with no extra directors or supervisors' bonus.
The remuneration of the Company's Chairman is governed by the Company's "Regulations Governing the Remuneration of Directors and Managers." In addition to regular salary, year-end bonus will be given based on financial performance indicators, talent cultivation status, quality and risk control performance result. If any special contribution is performed, it will be reviewed by Remuneration Committee and reported to Board of Directors for bonus.
~ 32 ~
亞洲航空股份有限公司
Air Asia Co., Ltd
Remuneration Paid to Directors and Independent Directors
Unit: NT$ (K)
| Title | Name | Remuneration of Directors (Note 5) | Total amount of A, B, C, and D the ratio taken by the four items in after-tax net profit (%) | Relevant remuneration for concurrently serves as employee | Total amount of A, B, C, and D the ratio taken by the four items in after-tax net profit (%) | Whether to receive the remuneration from the | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Wage(A) | Passion(B) | Director's bonus(C) | Business execution fee s(D) | Wage, award and special expenses, etc. (E) | Passion (F) | Employee's bonus(G) (Note 6) | ||||||||||||||||||||
| This Company | All companies in the financial report | This Company | All companies in the financial report | This Company | All companies in the financial report | This Company | All companies in the financial report | This Company | All companies in the financial report | This Company | All companies in the financial report | This Company | All companies in the financial report | This Company | All companies in the financial report | This Company | All companies in the financial report | |||||||||
| total amount | ratio | total amount | ratio | Cash amount | Share amount | Cash amount | Share amount | total amount | ratio | total amount | ratio | |||||||||||||||
| Chairman (Note 1) | Lee, Woei-Shyan | 0 | 0 | 0 | 0 | 0 | 0 | 120 | 120 | 120 | 0.06% | 120 | 0.06% | 3,915 | 3,915 | 0 | 0 | 0 | 0 | 0 | 0 | 4,035 | 1.92% | 4,035 | 1.92% | None |
| Director (Note 1) | Li, Han-Ming | 0 | 0 | 0 | 0 | 0 | 0 | 120 | 120 | 120 | 0.06% | 120 | 0.06% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 120 | 0.06% | 120 | 0.06% | None |
| Director (Note 1) | Chang, Pei-Jen | 0 | 0 | 0 | 0 | 0 | 0 | 120 | 120 | 120 | 0.06% | 120 | 0.06% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 120 | 0.06% | 120 | 0.06% | None |
| Director (Note 1) | Lu, I-Huuan | 0 | 0 | 0 | 0 | 0 | 0 | 120 | 120 | 120 | 0.06% | 120 | 0.06% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 120 | 0.06% | 120 | 0.06% | None |
| Director (Note 1) | Kuang, Chien-Wei (Note 3) | 0 | 0 | 0 | 0 | 0 | 0 | 33 | 33 | 33 | 0.02% | 33 | 0.02% | 281 | 281 | 13 | 13 | 0 | 0 | 0 | 0 | 327 | 0.16% | 327 | 0.16% | None |
| Director (Note 1) | Sun, Hsing-Kuang (Note 4) | 0 | 0 | 0 | 0 | 0 | 0 | 87 | 87 | 87 | 0.04% | 87 | 0.04% | 537 | 537 | 27 | 27 | 5 | 0 | 5 | 0 | 656 | 0.31% | 656 | 0.31% | None |
| Director (Note 2) | Wu, Chih-Wei | 0 | 0 | 0 | 0 | 0 | 0 | 120 | 120 | 120 | 0.06% | 120 | 0.06% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 120 | 0.06% | 120 | 0.06% | None |
| Director (Note 2) | Li, Yu-Ying | 0 | 0 | 0 | 0 | 0 | 0 | 120 | 120 | 120 | 0.06% | 120 | 0.06% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 120 | 0.06% | 120 | 0.06% | None |
| Independent Director | Lin, Chang-Ching | 360 | 360 | 0 | 0 | 0 | 0 | 0 | 0 | 360 | 0.17% | 360 | 0.17% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 360 | 0.17% | 360 | 0.17% | None |
| Independent Director | Wang, Hui-Ching | 360 | 360 | 0 | 0 | 0 | 0 | 0 | 0 | 360 | 0.17% | 360 | 0.17% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 360 | 0.17% | 360 | 0.17% | None |
| Independent | Wang, Shih-Kun | 360 | 360 | 0 | 0 | 0 | 0 | 0 | 0 | 360 | 0.17% | 360 | 0.17% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 360 | 0.17% | 360 | 0.17% | None |
亞洲航空股份有限公司
Air Asia Co., Ltd
| Title | Name | Remuneration of Directors (Note 5) | Total amount of A, B, C, and D the ratio taken by the four items in after-tax net profit (%) | Relevant remuneration for concurrently serves as employee | Total amount of A, B, C, and D the ratio taken by the four items in after-tax net profit (%) | Whether to receive the remuneration from the | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Wage(A) | Passion(B) | Director's bonus(C) | Business execution fee s(D) | Wage, award and special expenses, etc. (E) | Passion (F) | Employee's bonus(G) (Note 6) | ||||||||||||||||||||
| This Company | All companies in the financial report | This Company | All companies in the financial report | This Company | All companies in the financial report | This Company | All companies in the financial report | This Company | All companies in the financial report | This Company | All companies in the financial report | This Company | All companies in the financial report | This Company | All companies in the financial report | This Company | All companies in the financial report | |||||||||
| total amount | ratio | total amount | ratio | Cash amount | Share amount | Cash amount | Share amount | total amount | ratio | total amount | ratio | |||||||||||||||
| Director | ||||||||||||||||||||||||||
| Independent Director | Chang, Ke-Hao | 360 | 360 | 0 | 0 | 0 | 0 | 0 | 0 | 360 | 0.17% | 360 | 0.17% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 360 | 0.17% | 360 | 0.17% | None |
| 1. Please address in details about remuneration payment policy, system, standard and structure of Independent Directors and address in details about connections of amounts of remuneration based on factors including duties, risks, time of involvement, etc.: All Independent Directors are members of Audit Committee, Remuneration Committee and Risk Management Committee, and they have to take on the duty for discussing and deciding on agendas of the meetings, so they receive a monthly salary of NT$30,000. Subject to the Company's "Articles of Incorporation" and the Company's "Regulations Governing the Remuneration of Directors and Managers," which no extra Independent Directors' bonus. 2. Except as disclosed in the above table, the Director of Company provides service to all companies in the financial report (E.g. serving as the non-employee consultant for parent company / all companies inf the financial report / the reinvested companies): None. |
Note 1: Legal representative of Taiwan Aerospace Corp.
Note 3: Resign on Apr. 11, 2025
Note 2: Legal representative of Taiwan Sugar Corp.
Note 4: Took office on Apr. 11, 2025
Note 5: Directors of the Company only receive NTD 10,000 for business execution fees, as Independent Directors receive NTD 30,000 for regular wages. And according to Articles of Incorporation, no Director's bonus paid to either Directors or supervisors.
Note 6: On March 4, 2026, the Board of Directors decided to approve the payment of 2025 employees' bonus in cash for NT$10,908 (K). The detail of proposed distribution amount for this year has not been approved, so the distribution amount is estimated according to the ratio of actual distribution amount last year.
~ 34 ~
亞洲航空股份有限公司
Air Asia Co., Ltd
Annex 5.
AIR ASIA Company Limited
Comparison table for the amendment of "Sustainable Development Best Practice Principles" Before and after revision
| Before the Revision | After the Revision | Addition Note |
|---|---|---|
| Article 15. | ||
| The Company is advised to take into account the effect of business operations on ecological efficiency, promote and advocate the concept of sustainable consumption, and conduct research and development, procurement, production, operations, and services in accordance with the following principles to reduce the impact on the natural environment and human beings from their business operations: | ||
| 1. Reduce resource and energy consumption of their products and services. | ||
| 2. Reduce emission of pollutants, toxins and waste, and dispose of waste properly. | ||
| 3. Improve recyclability and reusability of raw materials or products. | ||
| 4. Maximize the sustainability of renewable resources. | ||
| 5. Enhance the durability of products. | ||
| 6. Improve efficiency of products and services. | Article 15. | |
| The Company is advised to take into account the effect of business operations on ecological efficiency, promote and advocate the concept of sustainable consumption, and conduct research and development, procurement, production, operations, and services in accordance with the following principles to reduce the impact on the natural environment, biological and human beings from their business operations: | ||
| 1. Reduce resource and energy consumption of their products and services. | ||
| 2. Reduce emission of pollutants, toxins and waste, and dispose of waste properly. | ||
| 3. Improve recyclability and reusability of raw materials or products. | ||
| 4. Maximize the sustainability of renewable resources. | ||
| 5. Enhance the durability of products. | ||
| 6. Improve efficiency of products and services. | ||
| 7. Enhance the conservation of marine or terrestrial biodiversity and ecosystems, the sustainable use of resources, and the fair and equitable sharing of benefits. | To align with the initiatives of the UN Convention on Biological Diversity (CBD) and relevant marine and nature conservation laws, the Company shall consider the impacts of its operations on biodiversity and ecosystems to facilitate corporate sustainability. | |
| Therefore, this Article has been amended, and Subparagraph 7 has been added. | ||
| Article 21. | ||
| The Company is advised to create an environment conducive to the development of their employees' careers and establish effective | Article 21. | |
| The Company is advised to create an environment conducive to the development of their employees' careers and establish effective | To promote the integration of industry and academia as well as students' career development, the |
亞洲航空股份有限公司
Air Asia Co., Ltd
| training programs to foster career skills.
(Newly Added) | training programs to foster career skills.
The Company is advised to establish industry-academia collaboration programs to cultivate seed talents for the industry. | Company encourages cooperation with educational institutions for talent cultivation to achieve a win-win outcome. Therefore, Paragraph 2 has been added, and the current Paragraph 2 has been renumbered as Paragraph 3. |
| --- | --- | --- |
| Reasonable employee welfare measurements (including salary, vacation and other benefits) shall be established and implemented, appropriately reflect business performance or achievements employee remuneration, to ensure the recruitment, retention, and motivation of human resources, and achieve the objective of sustainable operations. | Reasonable employee welfare measurements (including salary, vacation and other benefits) shall be established and implemented, appropriately reflect business performance or achievements employee remuneration, to ensure the recruitment, retention, and motivation of human resources, and achieve the objective of sustainable operations. | |
| Article 31.
These Principles, and any amendments hereto, were implemented by the Board of Director on March 30, 2017, and reported to the shareholders meeting. First amendment was made on March 26, 2020. Second amendment was made on December 21, 2021. Third amendment was made on March 22, 2023. | Article 31.
These Principles, and any amendments hereto, were implemented by the Board of Director on March 30, 2017, and reported to the shareholders meeting. First amendment was made on March 26, 2020. Second amendment was made on December 21, 2021. Third amendment was made on March 22, 2023. Fourth amendment was made on November 10, 2025. | Adds the date of revision. |
~ 36 ~
亞洲航空股份有限公司
Air Asia Co., Ltd
Air Asia Company Limited Distribution of 2025 earnings
Annex 6.
Unit: New Taiwan Dollar
| Item | Amount | |
|---|---|---|
| Subtotal Amount | Total Amount | |
| Undistributed retained earnings at beginning | 956 | |
| Net profit of 2025 | 209,725,400 | |
| Provision of legal reserve | (20,972,540) | |
| Retained earnings available for appropriation as of December 31, 2025 | 188,753,816 | |
| Items of distribution: | ||
| Cash dividend to shareholders (NT$0.9 per share) | (188,494,384) | |
| Distributable items amount | (188,494,384) | |
| Undistributed retained earnings at end | 259,432 |
Note: The amount of the distribution of earnings is given priority to net income of 2025.
Director:
General Manager:
Accounting Manager:
亞洲航空股份有限公司
Air Asia Co., Ltd
Annex 7.
AIR ASIA Company Limited
Comparison table for the amendments of "Articles of Incorporation" Before and after revision
| Before the Revision | After the Revision | Addition Note |
|---|---|---|
| Article 2. | ||
| The Company operates the following business: | ||
| CD01060 Aircraft and Parts Manufacturing | ||
| I101100 Aviation Consultancy | ||
| F214070 Aircraft & Parts Retailing | ||
| F114070 Wholesale of Aircraft and Parts | ||
| JE01010 Rental and Leasing Business | ||
| ZZ99999 All businesses that are not prohibited or restricted by law, except those subject to special approval | ||
| G501020 Civil Aviation Agency | ||
| G799990 Other Supporting Services to Transportation | ||
| F112060 Airport, Harbor and Industry Port Gasoline Stations | ||
| J201051 Approved Training Organizations | ||
| CC01080 Electronics Components Manufacturing | ||
| CC01990 Other Electrical Engineering and Electronic Machinery Equipment Manufacturing | ||
| CE01010 General Instrument Manufacturing | ||
| CE01030 Optical Instruments Manufacturing | ||
| CE01990 Other Optics and Precision Instrument Manufacturing | ||
| F219010 Retail Sale of Electronic Materials | Article 2. | |
| The Company operates the following business: | ||
| CD01060 Aircraft and Parts Manufacturing | ||
| I101100 Aviation Consultancy | ||
| F214070 Aircraft & Parts Retailing | ||
| F114070 Wholesale of Aircraft and Parts | ||
| JE01010 Rental and Leasing Business | ||
| ZZ99999 All businesses that are not prohibited or restricted by law, except those subject to special approval | ||
| G501020 Civil Aviation Agency | ||
| G799990 Other Supporting Services to Transportation | ||
| F112060 Airport, Harbor and Industry Port Gasoline Stations | ||
| J201051 Approved Training Organizations | ||
| CC01080 Electronics Components Manufacturing | ||
| CC01990 Other Electrical Engineering and Electronic Machinery Equipment Manufacturing | ||
| CE01010 General Instrument Manufacturing | ||
| CE01030 Optical Instruments Manufacturing | ||
| CE01990 Other Optics and Precision Instrument Manufacturing | ||
| F219010 Retail Sale of Electronic Materials | To accommodate potential future business needs of the Company, additional business scope items are being added to this section. |
~ 38 ~
亞洲航空股份有限公司
Air Asia Co., Ltd
| | Manufacturing
E701030 Controlled
Telecommunications Radio-
Frequency Devices Installation
Engineering
F401010 International Trade | |
| --- | --- | --- |
| Article 26.
This Articles of Incorporation was agreed upon and signed on October 31, 1954...The thirty-fifth amendment was made on June 11, 2018. The thirty-sixth amendment was made on June 17, 2019. The thirty-seventh amendment was made on June 17, 2020. The thirty-eighth amendment was made on September 23, 2020. The thirty-ninth amendment was made on June 23, 2021. The fortieth amendment was made on June 15, 2022. The forty-first amendment was made on May 23, 2023. The forty-second amendment was made on June 26, 2024. The forty-third amendment was made on June 17, 2025. | Article 26.
This Articles of Incorporation was agreed upon and signed on October 31, 1954...The thirty-fifth amendment was made on June 11, 2018. The thirty-sixth amendment was made on June 17, 2019. The thirty-seventh amendment was made on June 17, 2020. The thirty-eighth amendment was made on September 23, 2020. The thirty-ninth amendment was made on June 23, 2021. The fortieth amendment was made on June 15, 2022. The forty-first amendment was made on May 23, 2023. The forty-second amendment was made on June 26, 2024. The forty-third amendment was made on June 17, 2025. The forty-fourth
amendment was made on June 17, 2026. | Adds the date of revision. |
~ 39 ~
亞洲航空股份有限公司
Air Asia Co., Ltd
Annex 8.
AIR ASIA Company Limited
Comparison table for the amendment of "Rules of Procedures for Shareholders' Meeting" Before and after revision
| Before the Revision | After the Revision | Addition Note |
|---|---|---|
| Article 3. | ||
| Paragraphs 1 through 3 are omitted. | ||
| Paragraph 4 | ||
| The Company shall prepare electronic versions of the Shareholders' meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of Directors or Supervisors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular Shareholders' meeting or before 15 days before the date of a special Shareholders' meeting. | ||
| The Company shall prepare electronic versions of the Shareholders' meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular Shareholders' meeting or before 15 days before the date of the special Shareholders' meeting. However, in the case of the Company with paid-in capital reaching NT$2 billion or more as of the last day of the most recent fiscal year, or in which the aggregate shareholding percentage of foreign investors and Mainland Chinese investors reached 30% or more as recorded in the shareholders' register at the time of holding of the regular | Article 3. | |
| Paragraphs 1 through 3 are omitted. | ||
| Paragraph 4 | ||
| The Company shall prepare electronic versions of the Shareholders' meeting notice, proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of Directors or Supervisors, as well as the Shareholders' meeting agenda handbook and supplemental meeting materials, and upload them to the Market Observation Post System (MOPS) at least 30 days before the date of a regular Shareholders' meeting or at least 15 days before the date of a special Shareholders' meeting. In addition, at least 15 days before the date of the Shareholders' meeting, the Company shall also have prepared physical copies of the Shareholders' meeting agenda handbook and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda handbook and supplemental materials shall also be displayed at the Company and its designated professional shareholder services agent. | ||
| (The remainder is omitted.) | In alignment with the amendment to Paragraph 4, Article 6 of the 'Regulations Governing Content and Compliance Requirements for Shareholders' Meeting Agenda Handbooks of Public Companies,' Paragraph 4 of the 'Rules of Procedure for Shareholders' Meeting' is hereby amended. This amendment expands the scope of the requirement to disclose meeting handbooks and related information 30 days prior to the annual general meeting to apply to all listed companies. |
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| Shareholders’ meeting in the most recent fiscal year, the Company shall upload the aforesaid electronic file by 30 days prior to the day on which the regular Shareholders’ meeting is to be held. In addition, before 15 days before the date of the Shareholders’ meeting, the Company shall also have prepared the Shareholders’ meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at the Company and the designated professional shareholder services agent.
| (The remainder is omitted.) | ||
|---|---|---|
| Article 13. | ||
| Paragraphs 1 through 7 are omitted. | ||
| Paragraph 7 | ||
| Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company. |
(The remainder is omitted.) | Article 13.
Paragraphs 1 through 7 are omitted.
Paragraph 7
Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company.
Paragraph 8
Where there is an election of Directors with the number of candidates exceeding the number of seats to be elected, a proposal for the dismissal of Directors, or any proposal specified in Article 185 or 316 of the Company Act, Article 18, 27, 29, or 35 of the Business Mergers and Acquisitions Act, or subparagraph 1, paragraph 2 of Article 24 or subparagraph 1, paragraph 2 of Article 26 of the Financial Holding Company Act, it is advisable for the chair to appoint a lawyer, certified public accountant, or notary public as a scrutineer.
Paragraph 9
The person appointed by the | 1. Appointment of Professional Inspectors:
In the event that the Shareholders' meeting involves proposals for the election of Directors where the number of candidates exceeds the seats available, the dismissal of Directors, or resolutions prescribed under Article 185 and 316 of the Company Act, Articles 18, 27, 29, and 35 of the Business Mergers and Acquisitions Act, Article 24, Paragraph 2, Subparagraph 1, and Article 26, Paragraph 2, Subparagraph 1 of the Financial Holding Company |
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| | Chairperson pursuant to the preceding paragraph shall not be anyone responsible for election-related voting procedures, nor shall they be Directors, Managers, or employees of the Company or its affiliates.
Paragraph 10
The scrutineer shall oversee the voting and counting process and sign the summary sheet of election results.
Paragraph 11
If a scrutineer is appointed pursuant to Paragraph 8, the minutes of the Shareholders' meeting shall state the name and job title of such scrutineer.
(Subsequent paragraphs renumbered.) | Act, it is advisable for the Chairperson to appoint a lawyer, certified public accountant, or notary to serve as the inspector.
2. Independence Requirements (Reference to Malaysia Listing Requirements):
With reference to the Listing Requirements of Malaysia, Paragraph 9 is newly added to stipulate that inspectors appointed by the Chairperson under Paragraph 8 must possess both professional expertise and independence to avoid disputes. To ensure independence, inspectors shall not participate in affairs related to the voting procedures of that meeting, nor shall they be a Director, Manager, or employee of the Company or its affiliates.
3. Duties of Inspectors:
To clarify the responsibilities of both general and independent inspectors—which include overseeing the voting and counting process at the meeting venue |
| --- | --- | --- |
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| | | and signing the election result summary to signify accountability—Paragraph 10 is hereby added.
4. Disclosure in Minutes (Reference to Singapore and Hong Kong Listing Rules):
With reference to the Listing Rules of Singapore and Hong Kong, the names of the inspectors shall be recorded in the minutes of the Shareholders' meeting to enhance transparency. Accordingly, Paragraph 11 is added to require that the name and title of the independent inspector appointed under Paragraph 8 be explicitly stated in the minutes. |
| --- | --- | --- |
| Article 23.
These Rules, and any amendments hereto, shall be implemented after adoption by shareholders meetings. These rules were implemented on April 26, 2000. The first amendment was made on June 28, 2002. The second amendment was made on June 29, 2007. The third amendment was made on June 15, 2012. The fourth amendment was made on December 17, 2012. The fifth amendment was made on June 27, 2014. The sixth amendment was made on June 11, 2018. The seventh amendment was made on June 17, 2020. The eighth amendment was made on | Article 23.
These Rules, and any amendments hereto, shall be implemented after adoption by shareholders meetings. These rules were implemented on April 26, 2000. The first amendment was made on June 28, 2002. The second amendment was made on June 29, 2007. The third amendment was made on June 15, 2012. The fourth amendment was made on December 17, 2012. The fifth amendment was made on June 27, 2014. The sixth amendment was made on June 11, 2018. The seventh amendment was made on June 17, 2020. The eighth amendment was made on | Adds the date of revision. |
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| September 23, 2020. The ninth amendment was made on August 25, 2021. The tenth amendment was made on June 15, 2022. The eleventh amendment was made on June 26, 2024. | September 23, 2020. The ninth amendment was made on August 25, 2021. The tenth amendment was made on June 15, 2022. The eleventh amendment was made on June 26, 2024. The twelfth amendment was made on June 17, 2026. | |
|---|---|---|
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NINE. Appendixes
Appendix 1
AIR ASIA Company Limited Sustainable Development Best Practice Principles (Before the revision)
Chapter I General Principles
Article 1. In order to assist the Company to fulfill the corporate social responsibility initiatives and to promote economic, environmental, and social advancement for purposes of sustainable development, hereby jointly adopt the Principles to be followed by the Company.
Article 2. The Principles applies to the Company, including the entire operations of each such company and its business group.
In the course of the Company’s business operations, to actively fulfill sustainable development in the course of their business operations so as to follow international development trends and to contribute to the economic development of the country, to improve the quality of life of employees, the community and society by acting as responsible corporate citizens, and to enhance competitive edges built on sustainable development.
Article 3. In promoting sustainable development initiatives, the Company shall, in its corporate management guidelines and business operations, give due consideration to the rights and interests of stakeholders and, while pursuing sustainable operations and profits, also give due consideration to the environment, society and corporate governance.
TWSE/GTSM Listed Companies shall conduct risk assessments on environmental, social and corporate governance issues related to the Company’s operations relevant risk management policies or strategies in accordance with the principle of materiality.
Article 4. To implement sustainable development initiatives, the Company is advised to follow the principles below:
- Exercise corporate governance.
- Foster a sustainable environment.
- Preserve public welfare.
- Enhance disclosure of sustainable development information.
Article 5. The Company shall take into consideration the correlation between the development of domestic and international sustainable development principles and corporate core business operations, and the effect of the operation of individual companies and of their respective business groups as a whole on stakeholders, in establishing their policies, systems or relevant management guidelines, and concrete promotion plans for sustainable development programs, which shall be approved by the Board of Directors and then reported to the shareholders meeting.
When a shareholder proposes a motion involving sustainable development, the Company’s Board of Directors is advised to review and consider including it in the shareholders meeting agenda.
Chapter 2 Exercising Corporate Governance
Article 6. The Company is advised to follow the Corporate Governance Best Practice Principles for TWSE/GTSM Listed Companies, the Ethical Corporate Management Best Practice
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Principles for TWSE/GTSM Listed Companies, and the Code of Ethical Conduct for TWSE/GTSM Listed Companies to establish effective corporate governance frameworks and relevant ethical standards so as to enhance corporate governance.
Article 7. The directors of the Company shall exercise the due care of good administrators to urge the company to perform its sustainable development initiatives, examine the results of the implementation thereof from time to time and continually make adjustments so as to ensure the thorough implementation of its sustainable development policies.
The Board of Directors of the Company in the Company's performance of its sustainable development initiatives, including the following matters:
- Identifying the Company's sustainable development mission or vision, and declaring its sustainable development policy, systems or relevant management guidelines;
- Making sustainable development the guiding principle of the Company's operations and development, and ratifying concrete promotional plans for sustainable development initiatives; and
- Enhancing the timeliness and accuracy of the disclosure of sustainable development information.
The Board of Directors shall appoint executive-level positions with responsibility for economic, environmental, and social issues resulting from the business operations of the Company, and to report the status of the handling to the Board of Directors. The handling procedures and the responsible person for each relevant issue shall be concrete and clear.
Article 8. The Company is advised to, on a regular basis, organize education and training on the implementation of sustainable development initiatives, including promotion of the matters prescribed in paragraph 2 of the preceding article.
Article 9. For the purpose of managing sustainable development initiatives, the Company is advised to establish an exclusively (or concurrently) dedicated unit to be in charge of proposing and enforcing the sustainable development policies, systems, or relevant management guidelines, and concrete promotional plans and to report on the same to the Board of Directors on a periodic basis.
The Company is advised to adopt reasonable remuneration policies, to ensure that remuneration arrangements support the strategic aims of the organization, and align with the interests of stakeholders.
It is advised that the employee performance evaluation system be combined with sustainable development policies, and that a clear and effective incentive and discipline system be established.
Article 10. The Company shall, based on respect for the rights and interests of stakeholders, identify stakeholders of the Company, and establish a designated section for stakeholders on the Company website; understand the reasonable expectations and demands of stakeholders through proper communication with them, and adequately respond to the important sustainable development issues which they are concerned about.
Chapter 3 Fostering a Sustainable Environment
Article 11. The Company shall follow relevant environmental laws, regulations and international standards to properly protect the environment and shall endeavor to promote a sustainable environment when engaging in business operations and internal management.
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Article 12. The Company is advised to endeavor to improve energy more efficiently and use renewable materials which have a low impact on the environment to improve sustainability of natural resources.
Article 13. The Company is advised to establish proper environment management systems based on the characteristics of their industries. Such systems shall include the following tasks:
- Collecting sufficient and up-to-date information to evaluate the impact of the Company's business operations on the natural environment.
- Establishing measurable goals for environmental sustainability, and examining whether the development of such goals should be maintained and whether it is still relevant on a regular basis.
- Adopting enforcement measures such as concrete plans or action plans, and examining the results of their operation on a regular basis.
Article 14. The Company is advised to establish a dedicated unit or assign dedicated personnel for drafting, promoting, and maintaining relevant environment management systems and concrete action plans, and should hold environment education courses for their managerial officers and other employees on a periodic basis.
Article 15. The Company is advised to take into account the effect of business operations on ecological efficiency, promote and advocate the concept of sustainable consumption, and conduct research and development, procurement, production, operations, and services in accordance with the following principles to reduce the impact on the natural environment and human beings from their business operations:
- Reduce resource and energy consumption of their products and services.
- Reduce emission of pollutants, toxins and waste, and dispose of waste properly.
- Improve recyclability and reusability of raw materials or products.
- Maximize the sustainability of renewable resources.
- Enhance the durability of products.
- Improve efficiency of products and services.
Article 16. To improve water use efficiency, the Company shall properly and sustainably use water resources and establish relevant management measures. The Company shall construct and improve environmental protection treatment facilities to avoid polluting water, air and land, and use their best efforts to reduce adverse impact on human health and the environment by adopting the best practical pollution prevention and control measures.
Article 17. The Company shall assess the impact of climate change and take measures to cope with related issues, and the Company's current and future potential risks and opportunities.
The Company is advised to adopt standards or guidelines generally used in Taiwan and abroad to enforce corporate greenhouse gas inventory and to make disclosures thereof, the scope of which shall include the following:
- Direct greenhouse gas emissions: emissions from operations that are owned or controlled by the company.
- Indirect greenhouse gas emissions: emissions resulting from the generation of incoming electricity, heating, or steam.
- Other Indirect Emissions: Emissions resulting from activities of the Company, which are not indirect energy emissions but from the emission sources owned or controlled by other companies.
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The Company is advised to monitor the impact of climate change on their operations and should establish company policy for energy conservation and carbon and greenhouse gas reduction, water use reduction or other waste management based upon their operations and greenhouse gas emissions, displacement and total weight of waste. Such strategies should include obtaining carbon credits to promote and minimize the impact of their business operations on climate change.
Chapter 4 Preserving Public Welfare
Article 18. The Company shall comply with relevant laws and regulations, and the International Bill of Human Rights, with respect to rights such as gender equality, the right to work, and prohibition of discrimination.
The Company, to fulfill its responsibility to protect human rights, shall adopt relevant management policies and processes, including:
- Presenting a corporate policy or statement on human rights.
- Evaluating the impact of the Company's business operations and internal management on human rights, and adopting corresponding handing processes.
- Reviewing on a regular basis the effectiveness of the corporate policy or statement on human rights.
- In the event of any infringement of human rights, the Company shall disclose the processes for handling of the matter with respect to the stakeholders involved.
The Company shall comply with the internationally recognized human rights of labor, including the freedom of association, the right of collective bargaining, caring for vulnerable groups, prohibiting the use of child labor, eliminating all forms of forced labor, eliminating recruitment and employment discrimination, and shall ensure that their human resource policies do not contain differential treatments based on gender, race, socioeconomic status, age, or marital and family status, so as to achieve equality and fairness in employment, hiring conditions, remuneration, benefits, training, evaluation, and promotion opportunities.
The Company shall provide an effective and appropriate grievance mechanism with respect to matters adversely impacting the rights and interests of the labor force, in order to ensure equality and transparency of the grievance process. Channels through which a grievance may be raised shall be clear, convenient, and unobstructed. The Company shall respond to any employee's grievance in an appropriate manner.
Article 19. The Company shall provide information for their employees so that the employees have knowledge of the labor laws and the rights they enjoy in the countries where the companies have business operations.
Article 20. The Company is advised to provide safe and healthful work environments for their employees, including necessary health and first-aid facilities and shall endeavor to curb dangers to employees' safety and health and to prevent occupational accidents. The Company is advised to organize training on safety and health for their employees on a regular basis.
Article 21. The Company is advised to create an environment conducive to the development of their employees' careers and establish effective training programs to foster career skills.
Reasonable employee welfare measurements (including salary, vacation and other benefits) shall be established and implemented, appropriately reflect business performance or achievements employee remuneration, to ensure the recruitment, retention, and motivation of human resources, and achieve the objective of sustainable operations.
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Article 22. The Company shall establish a platform to facilitate regular two-way communication between the management and the employees for the employees to obtain relevant information on and express their opinions on the Company's operations, management and decisions.
The Company shall respect the employee representatives' rights to bargain for the working conditions, and shall provide the employees with necessary information and hardware equipment, in order to improve the negotiation and cooperation among employers, employees and employee representatives.
The Company shall, by reasonable means, inform employees of operation changes that might have material impacts.
Article 22-1. A TWSE/GTSM listed company is advised to treat customers or consumers of its products or services in a fair and reasonable manner, including according to the following principles: fairness and good faith in contracting, duty of care and fiduciary duty, truthfulness in advertising and soliciting, fitness of products or services, notification and disclosure, commensuration between compensation and performance, protection of the right to complain, professionalism of salespersons etc. Said company shall also develop the relevant strategies and specific measures for implementation.
Article 23 The Company shall take responsibility for their products and services, and take marketing ethics seriously. In the process of research and development, procurement, production, operations, and services, the Company shall ensure the transparency and safety of their products and services. They further shall establish and disclose policies on consumer rights and interests, and enforce them in the course of business operations, in order to prevent the products or services from adversely impacting the rights, interests, health, or safety of consumers.
Article 24. The Company shall ensure the quality of their products and services by following the laws and regulations of the government and relevant standards of their industries. The Company shall follow relevant laws, regulations and international guidelines when marketing or labeling their products and services of customer health and safety, customer privacy and shall not deceive, mislead, commit fraud or engage in any other acts which would betray consumers' trust or damage consumers' rights or interests.
Article 25. The Company is advised to evaluate and manage all types of risks that could cause interruptions in operations, so as to reduce the impact on consumers and society. The Company is advised to provide a clear and effective procedure for accepting consumer complaints to fairly and timely handle consumer complaints, shall comply with laws and regulations related to the Personal Information Protection Act for respecting consumers' rights of privacy and shall protect personal data provided by consumers.
Article 26. The Company is advised to assess the impact their procurement has on society as well as the environment of the community that they are procuring from, and shall cooperate with their suppliers to jointly implement the corporate social responsibility initiative.
The Company should assess the impact its procurement has on environment, occupational safety and health, labor rights of the community from which procurements are made as well as cooperate with its suppliers to jointly implement the corporate social responsibility initiative. Prior to engaging in commercial dealings, the Company is advised to assess whether there is any record of a supplier's impact
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on the environment and society, and avoid conducting transactions with those against corporate social responsibility policy.
When the Company enter into a contract with any of their major suppliers, the content should include terms stipulating mutual compliance with corporate social responsibility policy, and that the contract may be terminated or rescinded any time if the supplier has violated such policy and has caused significant negative impact on the environment and society of the community of the supply source.
Article 27. The Company shall evaluate the impact of their business operations on the community, and adequately employ personnel from the location of the business operations, to enhance community acceptance.
The Company is advised to, through equity investment, commercial activities, endowments, volunteering service or other charitable professional services etc., dedicate resources to organizations that commercially resolve social or environmental issues, participate in events held by citizen organizations, charities and local government agencies relating to community development and community education to promote community development.
Article 27-1. The Company should continue to pour resources into cultural and artistic activities or cultural and creative industries through donation, sponsorship, investment, procurement, strategic cooperation, corporate voluntary technical services or other support modes to promote cultural development.
Chapter 5 Enhancing Disclosure of Sustainable Development Information
Article 28. The Company shall disclose information according to relevant laws, regulations and the Corporate Governance Best Practice Principles for TWSE/GTSM listed Companies and shall fully disclose relevant and reliable information relating to their sustainable development initiatives to improve information transparency.
Relevant information relating to sustainable development which TWSE/GTSM listed companies shall disclose includes:
- The policy, systems or relevant management guidelines, and concrete promotion plans for sustainable development initiatives, as resolved by the Board of Directors.
- The risks and the impact on the corporate operations and financial condition arising from exercising corporate governance, fostering a sustainable environment and preserving social public welfare.
- Goals and measures for realizing the sustainable development initiatives established by the Companies, and performance in implementation.
- Major stakeholders and their concerns.
- Disclosure of information on major suppliers' management and performance with respect to major environmental and social issues.
- Other information relating to sustainable development initiatives.
Article 29. The Company shall adopt internationally widely recognized standards or guidelines when producing sustainable reports, to disclose the status of their implementation of the sustainable development policy. It also is advisable to obtain a third-party assurance or verification for reports to enhance the reliability of the information in the reports. The reports are advised to include:
- The policy, system, or relevant management guidelines and concrete promotion plans for implementing sustainable development initiatives.
- Major stakeholders and their concerns.
- Results and a review of the exercising of corporate governance, fostering of a sustainable environment, preservation of public welfare and promotion of economic development.
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- Future improvements and goals.
Article 30. The Company shall at all times monitor the development of domestic and foreign sustainable development standards and the change of business environment so as to examine and improve their established sustainable development framework and to obtain better results from the implementation of the sustainable development policy.
Article 31. These Principles, and any amendments hereto, were implemented by the Board of Director on March 30, 2017, and reported to the shareholders meeting. First amendment was made on March 26, 2020. Second amendment was made on December 21, 2021. Third amendment was made on March 22, 2023.
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Appendix 2
AIR ASIA Company Limited Articles of Incorporation (Before the revision)
Chapter I General Provisions
Article 1. The Company shall be organized in accordance with the provisions of the Republic of China Company Act relating to companies limited by shares, and shall be named 亞洲航空股份有限公司, 亞洲航空 to be call in short. Its English name shall be “AIR ASIA COMPANY LIMITED”, AIR ASIA or AACL be called in short.
Article 2. The Company operates the following business:
- CD01060 Aircraft and Parts Manufacturing
- I101100 Aviation Consultancy
- F214070 Aircraft & Parts Retailing
- F114070 Wholesale of Aircraft and Parts
- JE01010 Rental and Leasing Business
- ZZ99999 All businesses that are not prohibited or restricted by law, except those subject to special approval.
- G501020 Civil Aviation Agency
- G799990 Other Supporting Services to Transportation
- F112060 Airport, Harbor and Industry Port Gasoline Stations
- J201051 Approved Training Organizations
- CC01080 Electronics Components Manufacturing
- CC01990 Other Electrical Engineering and Electronic Machinery Equipment Manufacturing
- CE01010 General Instrument Manufacturing
- CE01030 Optical Instruments Manufacturing
- CE01990 Other Optics and Precision Instrument Manufacturing
- F219010 Retail Sale of Electronic Materials
Article 2-1. The total amount of its re-investment is not subject to the restriction on the 40% of re-investment amount as prescribed by paragraph 2 of Article 13 of Company Act.
Article 2-2. The Company may require external guarantees as needed.
Article 3. The Company’s head office is located in Tainan City (Taiwan, R.O.C.), and branch offices or factory may be set up inside and outside of the country when necessary upon a resolution of the Board of Directors.
Article 4. Public announcements of the Company shall be made in accordance with Article 28 of
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Company Art.
Chapter II Shares
Article 5. The overall capital size of the Company is set at NT$2.4 Billion, including 240 million (240,000,000) shares at a par value of NT$10 per share; the Board of Directors be authorized to the number of shares may be issued in installments.
Article 6. The Company issuing and printing shares shall assign its share certificates with serial numbers, shall indicate the following particulars on such share certificates, and the share certificates shall be affixed with the signatures or personal seals of the Director representing the Company, and shall be duly certified or authenticated by the bank. The Company not printing its share certificate in accordance with the provision of the preceding paragraph shall register the issued shares with a centralized securities depository enterprise and follow the regulations of that enterprise.
Article 6-1. In the case of Company decide to cease the public issue of shares, pursuant to paragraph 1 of Article 156-2 of the Company Act, shall propose to Shareholders’ meeting for resolution.
Article 7. Transfer of shares shall not be set up as a defense against the Company, unless the name/title and residence domicile of the transferee have been recorded in the shareholders' roster.
Article 8. The entries in the shareholders' roster referred to in the preceding paragraph shall not be altered within sixty (60) days prior to the convening date of a regular meeting of shareholders, or within thirty (30) days prior to the convening date of a special meeting of shareholders, or within five (5) days prior to the target date fixed by the Corporation for distribution of dividend, bonus or other benefits.
Chapter III Shareholders’ Meetings
Article 9. The Shareholders’ meeting of the Company includes the general meeting of shareholders and the special meeting of shareholders. A general meeting shall be held at least annually and called by the Board of Directors (the “Board”) within six (6) months following the end of a fiscal year.
Article 10. Notice shall be sent to all shareholders for the convening of Shareholders’ meetings. For the general meeting of shareholders, any meeting notice shall be given at least thirty (30) days before the meeting date; and at least fifteen (15) days in advance for the special meeting.
Article 11. Unless otherwise specifically provided by the Company Act or by applicable law, the resolution of Shareholders’ meetings shall be adopted if it is approved by the vote of a majority of the shareholders present at a meeting at which a quorum of more than one-half (1/2) of the total outstanding shares held by attending shareholders is met.
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Article 11-1. When the Company holds a Shareholders' meeting, it may allow the shareholders to exercise voting rights by correspondence or electronic means in accordance with the provision of Article 177-2 of the Company Act regarding companies that shall adopt electronic voting: When the Company holds a Shareholder meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence). When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the Shareholders meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that the Company avoid the submission of extempore motion and amendments to original proposals.
Article 12. A shareholder may appoint a proxy to attend a Shareholders' meeting in his/her/its behalf by executing a power of attorney stating therein the scope of power authorized to the proxy.
Article 13. The Chairman of the Company shall preside Shareholders' meetings. In the event the Chairman is on leave or absent or unable to attend the meeting in person, a Board Director shall be designated to act on the behalf of the Chairman at the meeting. In the absence of such a designation, the Directors of the Board shall elect from among themselves an acting Chairman.
Chapter IV Directors and Other functional committees
Article 14. The Board shall consist of seven (7) to eleven (11) Directors, with at least one (1) Director of a different gender. The term for all Directors is for three (3) years, renewable upon re-election. Independent Directors are limited to serving a maximum of three (3) consecutive terms. The above-mentioned number of Directors of the Company shall consist of at least four (4) Independent Directors, and shall not less than one third of the total number of Directors. In case a candidates' nomination system is adopted by the Company for election of the Directors (Including Independent Directors) of the Company, the adoption of such system shall be expressly stipulated in the Articles of Incorporation of the Company.
Article 15. The Board of Directors shall elect a Chairman of the Board Directors from among the Directors by a majority vote at a meeting attended by over two-thirds of the Directors, and may also elect in the same manner a Vice Chairman of the Board in accordance with the provisions of the Articles of Incorporation. In case the Chairman of the Board of Directors is on leave or absent or cannot exercise his power and authority
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for any cause, the provisions of Article 208 of Company Art.
Article 16. The Company has implemented General Manager Responsibility System, the execution of the business is the responsibility of the general manager. The Company's business policy and other major issues shall be decided by the Board of Directors. Except for the first time the Board of Directors of each session is handled in accordance with Article 203 of the Company Act, the rest is convened by the chairman of the Board of Directors.
Article 17. Unless otherwise provided for in the Company Act, resolutions of the Board of Directors shall be adopted by a majority of the Directors at a meeting attended by a majority of the Directors. All Board Directors shall attend Board meetings in person; if attendance in person is not possible, they may, pursuant to the Company's articles of incorporation, appoint another Director to attend as their proxy. Attendance via tele- or video-conference is deemed as attendance in person.
Article 18. Pursuant to Article 14-4 of the Securities Exchange Act, the Company shall establish either an Audit Committee or a supervisor. The Audit Committee shall be composed of the entire number of Independent Directors.
Article 18-1. The compensation paid to Directors for their services shall be determined by the Board with recommendations from the Remuneration Committee and consideration of the Directors' participation in and devotion to the operation of the Corporation and the Company's operating performance as well as with reference to the common practical standards.
Article 18-2. The Company shall create a Remuneration Committee and any number of functional committees. The Board shall set forth, by resolution(s), the requirements applicable for developing committee bylaws.
Chapter V Managerial Personnel
Article 19. The Company may have one or more managerial personnel in accordance with Articles of Incorporation. Appointment and discharge and the remuneration of the managerial personnel shall be decided in accordance with Article 29 of Company Act.
Article 20. (Deleted)
Chapter VI Accounting
Article 21. The Company's fiscal year shall be from January 1 of each year to December 31 of the same fiscal year. At the close of each fiscal year, the Board of the Directors shall prepare Business report, the financial statements and the stock dividend distribution or loss off-setting proposals to the Shareholders' meeting for ratification.
Article 22. In the case of a profit, the Company shall set aside $1\% \sim 3\%$ of the profit to be compensation for employees. If there are accumulated losses, the value to make up
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for the losses should be set aside first, reserved in advance to offset the deficits. In addition to the provisions of the preceding paragraph, an additional 1% of profits shall be set aside as compensation distributions for non-executive employees.
Article 22-1. In the case of a profitable fiscal year, the Company shall pay taxes in accordance with the law, make up accumulated deficits, then allot 10% to the statutory surplus reserve, except for the statutory surplus reserve has reached the total paid-in capital of the Company. In accordance with regulations, the remaining balance shall be appropriated or reversed special reserves. If there is still surplus, and accumulated undistributed earnings, the Board of Directors shall submit an allocation proposal. If dividend is distributed in issued new shares, shall be made in accordance with the provisions of Article 214 of the Company Law. If dividend is distributed in cash, shall be made in accordance with the provisions of Article 23-2 of Article of Incorporation.
Article 23. The Company's dividend policy is based on the principle of stability and balance. In addition to considering the profit of the shareholders, the Company shall take into account the impact of the Company's operations. The Company allocates the at least 50% annual distributable surplus to shareholders' dividend according to factors such as financial, business and operational aspects. The distribution of surplus is prioritized by cash dividends and may also distribute by stock dividends. However, the proportion of stock dividends shall not higher than 50% of the total dividends. In case there are no earnings for distribution in a certain year, or the earnings of a certain year are far less than the earnings actually distributed by the Company in the previous year, or considering the financial, business or operational factors of the Company, the Company may allocate a portion or all of its reserves for distribution in accordance with relevant laws or regulations or the orders of the authorities in charge. The Board meeting shall be attended by two-thirds of the total Directors, and resolved by a majority votes at the Board meeting, to distribute dividends and bonuses in whole or in part to be paid in cash, and report to the Shareholders' meeting.
Article 24. Rules governing the organization of the Company as well as other important bylaws shall be prescribed separately by the Board of Directors.
Article 25. Matters not prescribed under this Articles of Incorporation shall be governed by and construed in accordance with the provisions of Company Act.
Article 26. This Articles of Incorporation was agreed upon and signed on October 31, 1954. The first amendment was made on February 9, 1955. The second amendment was made on June 18, 1956. The third amendment was made on February 6, 1959. The fourth amendment was made on April 1, 1959. The fifth amendment was made on July 28,
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- The sixth amendment was made on January 24, 1966. The seventh amendment was made on June 28, 1967. The eighth amendment was made on June 7, 1968. The ninth amendment was made on August 14, 1972. The tenth amendment was made on July 31, 1973. The eleventh amendment was made on April 28, 1975. The twelfth amendment was made on August 27, 1975. The thirteenth amendment was made on April 12, 1976. The fourteenth amendment was made on December 4, 1986. The fifteenth amendment was made on April 20, 1987. The sixteenth amendment was made on September 14, 1987. The seventeenth amendment was made on September 30, 1987. The eighteenth amendment was made on June 2, 1988. The nineteenth amendment was made on July 29, 1988. The twentieth amendment was made on May 8th, 1989. The twenty-first amendment was made on May 8th, 1992. The twenty-second amendment was made on February 24, 1994. The twenty-third amendment was made on December 16, 1994. The twenty-fourth amendment was made on May 7th, 1999. The twenty-fifth amendment was made on April 26, 2000. The twenty-sixth amendment was made on April 29, 2002. The twenty-seventh amendment was made on June 20, 2003. The twenty-eighth amendment was made on June 28, 2005. The twenty-ninth amendment was made on June 24, 2008. The thirty amendment was made on June 15, 2012. The thirty-first amendment was made on December 17, 2012. The thirty-second amendment was made on June 8, 2016. The thirty-third amendment was made on June 19, 2017. The thirty-fourth amendment was made on September 25, 2017. The thirty-fifth amendment was made on June 11, 2018. The thirty-sixth amendment was made on June 17, 2019. The thirty-seventh amendment was made on June 17, 2020. The thirty-eighth amendment was made on September 23, 2020. The thirty-ninth amendment was made on August 25, 2021. The fortieth amendment was made on June 15, 2022. The forty-first amendment was made on May 23, 2023. The forty-second amendment was made on June 26, 2024. The forty-third amendment was made on June 17, 2025.
Article 26-1. This Articles of Incorporation, Articles 14, 18, 18-1 of Chapter 4 and Article 21 of Chapter 6 was amended and approved on June 15, 2012, shall be applicable after the expiration of the term of the Directors and supervisors elected on the July 30, 2009. However, if the Shareholders' meeting decides to re-elect all Directors in advance, the revised provisions shall apply.
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Appendix 3
AIR ASIA Company Limited Rules of Procedures for Shareholders' Meeting (Before the revision)
Article 1. To establish a strong governance system and sound supervisory capabilities for the Company's Shareholders' meetings, and to strengthen management capabilities, these Rules are adopted pursuant to Article 5 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.
Article 2. The rules of procedures for the Company's Shareholders' meetings, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in these Rules.
Article 3. Unless otherwise provided by law or regulation, the Company's Shareholders' meetings shall be convened by the Board of Directors.
Unless otherwise provided in Regulations Governing the Administration of Shareholder Services of Public Companies, the Company that will convene a Shareholders' meeting with video conferencing shall expressly provide for such meetings in its Articles of Incorporation and obtain a resolution of its Board of Directors. Furthermore, convening of a virtual-only Shareholders' meeting shall require a resolution adopted by a majority vote at a meeting of the Board of Directors attended by at least two-thirds of the total number of Directors.
Changes in the manners of convening the Company's Shareholders' meetings shall be resolved by the Board of Directors no later than the delivery of Shareholders' meeting notice.
The Company shall prepare electronic versions of the Shareholders' meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of Directors or Supervisors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular Shareholders' meeting or before 15 days before the date of a special Shareholders' meeting. The Company shall prepare electronic versions of the Shareholders' meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular Shareholders' meeting or before 15 days before the date of the special Shareholders' meeting. However, in the case of the Company with paid-in capital reaching NT$2 billion or more as of the last day of the most recent fiscal year, or in which the aggregate shareholding percentage of foreign investors and Mainland Chinese investors reached 30% or more as recorded in the shareholders' register at the
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time of holding of the regular Shareholders' meeting in the most recent fiscal year, the Company shall upload the aforesaid electronic file by 30 days prior to the day on which the regular Shareholders' meeting is to be held. In addition, before 15 days before the date of the Shareholders' meeting, the Company shall also have prepared the Shareholders' meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at the Company and the professional shareholder services agent.
The Company shall furnish the meeting agenda and supplemental materials on the date of the Shareholders' meeting via the following manners:
- Where the Shareholders' meeting is held in a physical manner, the said materials shall be distributed on site.
- Where the Shareholders' meeting is held in a physical manner with assistance of video, the said materials shall be distributed on site, and the electronic file of the said materials shall be submitted to the video conference platform.
- Where the Shareholders' meeting is held in video conference, the electronic file of the said materials shall be submitted to the video conference platform.
The reasons for convening a Shareholders' meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.
Matters pertaining to election or discharge of Directors, amendment of the Articles of Incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the Company by Directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, dissolution, merger, spin-off, or any matters as set forth in paragraph 1, Article 185 of Company Act, Article 26-1 and Article 43-6 of Securities and Exchange Act, Article 56-1 and Article 60-2 of Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be itemized in the causes or subjects to be described and the essential contents shall be explained in the of meeting notice, and not be brought up as extemporary motions.
The convening of the Shareholders' meeting has stated the full re-election of Directors and the date of appointment. After the re-election of the Shareholders' meeting, the same meeting shall not change its appointment date by temporary motion or other means.
A shareholder holding one percent or more of the total number of issued shares may submit to the Company a proposal for discussion at a regular Shareholders' meeting.
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Such proposals, are limited to one item only, and no proposal containing more than one item will be included in the meeting agenda. In addition, when the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the Board of Directors may exclude it from the agenda. A shareholder may submit proposal proposed for urging a company to promote public interested or fulfill its social responsibilities. In terms of procedure, it shall be limited to the regulations in Article 172-1 of the Company Act; such proposals, however, are limited to one item only, and no proposal containing more than one item will be included in the meeting agenda.
Prior to the book closure date before a regular Shareholders’ meeting is held, the Bank shall publicly announce that it will receive shareholder proposals in writing or by way of electronic transmission, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.
Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular Shareholders’ meeting and take part in discussion of the proposal.
Prior to the date for issuance of notice of a Shareholders’ meeting, the Company shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the Shareholders’ meeting the Board of Directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.
Article 4. For each Shareholders’ meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the Company and stating the scope of the proxy's authorization.
A shareholder may issue only one proxy form and appoint only one proxy for any given Shareholders’ meeting, and shall deliver the proxy form to the Company before 5 days before the date of the Shareholders’ meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment.
After a proxy form has been delivered to the Company, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to the Company before 2 business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
After a proxy form has been delivered to the Company, if the shareholder intends to attend the meeting via video conference, a written notice of proxy cancellation shall be
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submitted to the Company before two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
Article 5. The venue for a Shareholders’ meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for a Shareholders’ meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the Independent Directors with respect to the place and time of the meeting.
Where the Company convenes the Shareholders’ meeting via video conference is not limited by the venue for a Shareholders’ meeting as stated in the preceding paragraph.
Article 6. The Company shall specify in its Shareholders’ meeting notices the time during which shareholder, solicitors and proxies (collectively, “shareholders”) attendance registrations will be accepted, the place to register for attendance, and other matters for attention.
The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations. The Shareholders’ meeting in video conference manner shall be open for registration at least 30 minutes prior to the time the meeting commences. Shareholders having completed the registration will be deemed to have attended the meeting in person.
Shareholders shall attend Shareholders’ meetings based on attendance cards, sign-in cards, or other certificates of attendance. The Company may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.
The Company shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.
The Company shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker’s slips, voting slips, and other meeting materials. Where there is an election of Directors or supervisors, pre-printed ballots shall also be furnished.
When the government or a juristic person is a shareholder, it may be represented by more than one representative at a Shareholders’ meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.
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Where a Shareholders' meeting of the Company is convened via video conference, a shareholder intending to join the meeting in such manner shall make a registration to the Company before two days before the date of the Shareholders meeting.
Where a Shareholders' meeting of the Company is convened via video conference, the meeting agenda book, annual report, and other meeting materials shall be uploaded to the video conference platform at least 30 minutes prior to the time the meeting commences and be retained until the meeting has been concluded.
Article 6-1. Where the Company convenes its Shareholders' meeting via video conference, the notice of such Shareholders meeting shall contain the following:
-
Manners for shareholders to attend such video conference and exercise their rights.
-
The handling in events of obstacles for the video conference platform or attendance via video conference due to natural disaster, incidents or force majeure shall include the following:
i. The time required in events aforesaid obstacles proceed and cannot be excluded and a deferral or resumption is required, and the date if a postponement or a resumption of the meeting is required.
ii. Shareholders without registration on the attendance of original Shareholders' meeting via video conference may not attend the deferred or resumed meeting.
iii. Where a video-assisted Shareholders' meeting is convened, if the video conference cannot be preceded, the meeting shall continue if the total shares represented by the attending shareholders less shares represented by shareholders attending via video conference meets the quorum. Where a shareholder attends the Shareholders' meeting via video conference, the number of shares represented by him/her in the attendance will be tallied in the total number of shares represented by attending shareholders, but to have waived his/her rights with respect to all proposals of that meeting.
iv. Handling for circumstances which the results for all proposals have been announced yet the extemporary motions have not been preceded.
- Convening of a Shareholders' meeting via video conference, which shall also specify the appropriate alternatives to be provided to shareholders having difficulties attending via video conference manners. Except as provided for in Article 44-9, Paragraph 6 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company must ensure the provision of shareholder connectivity equipment and necessary assistance, and shall specify the period during which shareholders may apply to the Company and other relevant considerations.
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Article 7. If a Shareholders’ meeting is convened by the Board of Directors, the meeting shall be chaired by the Chairman of the Board. When the Chairman of the Board is on leave or for any reason unable to exercise the powers of the Chairman, the Vice Chairman shall act in place of the Chairman; if there is no Vice Chairman or the Vice Chairman also is on leave or for any reason unable to exercise the powers of the Vice Chairman, the Chairman shall appoint one of the managing Directors to act as chair, or, if there are no managing Directors, one of the Directors shall be appointed to act as chair. Where the Chairman does not make such a designation, the managing Directors or the Directors shall select from among themselves one person to serve as chair.
When a managing Director or a Director serves as chair, as referred to in the preceding paragraph, the managing Director or Director shall be one who has held that position for six months or more and who understands the financial and business conditions of the Company. The same shall be true for a representative of a juristic person Director that serves as chair.
It is advisable that Shareholders’ meetings convened by the Board of Directors be chaired by the Chairman of the Board in person and attended by a majority of the Directors, at least one supervisor in person, and at least one member of each Functional Committee on behalf of the Committee. The attendance shall be recorded in the meeting minutes.
If a Shareholders’ meeting is convened by a party with power to convene but other than the Board of Directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.
The Company may appoint its attorneys, certified public accountants, or related persons retained by it to attend a Shareholders’ meeting in a non-voting capacity.
Article 8. The Company, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the Shareholders’ meeting, and the voting and vote counting procedures.
The recorded materials of the preceding paragraph shall be retained for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.
Where the Shareholders’ meeting is convened via video conference, the Company shall make an uninterrupted recording of the registration procedure, the proceedings of the Shareholders’ meeting, and the voting and vote counting procedures as well as an
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uninterrupted audio and video recording of the proceedings of the entire Shareholders’ meeting.
The Company shall well preserve the aforementioned materials and audio and video recording during its existence, and shall provide the audio and video recording to the party entrusted to facilitate video conference for preservation.
Where the Shareholders’ meeting is convened via video conference, it is advisable that the Company make audio and video recording to the video conference platform backend interface.
Article 9. Attendance at Shareholders’ meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book or sign-in cards and number of shares held by shareholders registering for attendance via video conference handed in plus the number of shares whose voting rights are exercised by correspondence or electronically.
The chair shall call the meeting to order at the appointed meeting time. Relevant information on the number of non-voting rights and shares attended are announced at the same time.
However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than 1 hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned. Where a Shareholders’ meeting is convened via video conference, the Company shall make public disclosures concerning the adjournment of that the Shareholders’ meeting on the video conference platform otherwise.
If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another Shareholders’ meeting shall be convened within 1 month. Where the Shareholders’ meeting is convened via video conference, a shareholder intending to join the meeting in such manner shall make another registration to the Company in accordance with Article 6 hereof.
When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative
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resolution for a vote by the Shareholders’ meeting pursuant to Article 174 of the Company Act.
Article 10. If a Shareholders’ meeting is convened by the Board of Directors, the meeting agenda shall be set by the Board of Directors. Unless otherwise resolved at the Shareholders’ meeting, the Chairman cannot announce adjournment of the Shareholders’ meeting before all the discussion items (including extempore motions) set forth in the agenda are resolved. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the Shareholders’ meeting.
The provisions of the preceding paragraph apply mutatis mutandis to a Shareholders’ meeting convened by a party with the power to convene that is not the Board of Directors.
The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the Shareholders’ meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the Board of Directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.
The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed and call for a vote. And arrange adequate voting time.
Article 11. Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.
A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.
Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.
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When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.
When a juristic person shareholder appoints two or more representatives to attend a Shareholders’ meeting, only one of the representatives so appointed may speak on the same proposal.
After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
Where the Shareholders’ meeting is convened via video conference, shareholders may raise questions on the video conference platform for the Shareholders’ meeting after the chair has declared commencement of meeting and before the meeting has been declared adjourned, on the conditions which only two questions are allowed for each proposal and each question is limited to 200 words; provisions of paragraphs 1 to 5 hereof shall not apply.
Where the question raising as mentioned in the preceding paragraph contains no violation or is not beyond the scope of proposals, it is advisable that such questions disclosed on the video conference platform for Shareholders’ meeting for the knowing of the attendees.
Article 12. Voting at a Shareholders’ meeting shall be calculated based the number of shares.
With respect to resolutions of Shareholders’ meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.
When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of the Company, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.
The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.
With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed 3 percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.
Article 13. A shareholder shall be entitled to one vote for each share held, except when the shares are restricted to shares or are deemed non-voting shares under Article 179,
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paragraph 2 of the Company Act.
When the Company holds a Shareholders’ meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence. When voting rights are exercised by correspondence means, the method of exercise shall be specified in the Shareholders’ meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that the Company avoid the submission of extraordinary motions and amendments to original proposals.
A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Company before 2 days before the date of the Shareholders’ meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.
After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the Shareholders’ meeting in person or via video conference, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to the Company, by the same means by which the voting rights were exercised, before 2 business days before the date of the Shareholders’ meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a Shareholders’ meeting, the voting rights exercised by the proxy in the meeting shall prevail.
Except as otherwise provided in the Company Act and in the Company's Articles of Incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.
When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal
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and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company.
Vote counting for Shareholders' meeting proposals or elections shall be conducted in public at the place of the Shareholders' meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.
Where the Company convenes the Shareholders' meeting via video conference, shareholders attending the meeting via video conference shall, after the chair has declared the meeting commenced, cast votes on the various proposals as well as the election on the video conference platform, and shall complete such voting prior to chair declaration of the end of voting. Shareholders casting votes overdue will be deemed as having waivered their rights.
Where the Shareholders' meeting is convened via video conference, a one-time vote count shall be conducted after the chair has declared the end of voting, with the voting and election results announced.
Where the Company convenes a video-assisted Shareholders' meeting, a shareholder intending to attend the physical meeting in person after having registered for attendance via video conference as per Article 6 herein shall make a declaration to cancel such registration via the same manner as registration; shareholders performing overdue cancellation are only allowed to attend the Shareholders' meeting via video conference.
A shareholder exercising his/her voting rights by correspondence or electronic means who has not cancelled his/her declaration and intends to attend the meeting via video conference may not exercise his/her voting rights over or make amendments to the original proposals or exercise the voting rights over the amendments to the original proposals.
Article 14. The election of Directors or supervisors at a Shareholders' meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as Directors and supervisors and the numbers of votes with which they were elected and the list of unsuccessful Directors and supervisors and their voting rights obtained.
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The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
Article 15. Matters relating to the resolutions of a Shareholders’ meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form.
The Company may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS.
The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including the statistical tallies of the numbers of votes), the election of Directors, the results of voting shall be announced, including the numbers of votes in each and shall be retained for the duration of the existence of the Company.
Where the Shareholders’ meeting is convened via video conference, the meeting minutes to such meeting shall, in addition to matters required to be recorded pursuant to the preceding paragraph, record the commencement and adjournment times of the meeting, manners the meeting is convened, its char and the name of the note taker, and the handling in events of obstacles for the video conference platform or attendance via video conference due to natural disaster, incidents or force majeure.
Where the Company convenes the Shareholders’ meeting via video conference, in addition to handling in accordance with the provisions in the preceding paragraph, the Company shall specify the convening via such manner on the meeting minutes and provide alternatives to shareholders having difficulties in attending the Shareholders’ meeting via video conference.
Article 16. On the day of a Shareholders’ meeting, the Company shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation, the number of shares represented by proxies and the number of shares represented by shareholders attending in correspondence or electronically, and shall make an express disclosure of the same at the place of the Shareholders’ meeting. Where a Shareholders’ meeting of the Company is convened via video conference, the meeting agenda book, annual report, and other meeting materials shall be uploaded the aforementioned material to the
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video conference platform at least 30 minutes prior to the time the meeting commences, and its disclosure shall be retained until the meeting has been concluded.
Where the Company convenes the Shareholders' meeting via video conference, when the chair has announced the meeting commenced, the Company shall disclose the total of shares represented by attending shareholders on the video conference platform. Where the total number of shares and voting rights represented by attending shareholders are tallied during the meeting shall also apply.
If matters put to a resolution at a Shareholders' meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation regulations, the Company shall upload the content of such resolution to the MOPS within the prescribed time period.
Article 17. Staff handling administrative affairs of a Shareholders' meeting shall wear identification cards or arm bands.
The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor".
At the place of a Shareholders' meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the Company, the chair may prevent the shareholder from so doing.
When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.
Article 18. When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.
If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue.
A resolution may be adopted at a Shareholders' meeting to defer or resume the meeting within 5 days in accordance with Article 182 of the Company Act.
Article 19. Where the Shareholders' meeting is convened via video conference, the Company shall disclose the voting and election results on the video conference
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platform for the Shareholders' meeting at a timely manner following the end of voting, and such disclosure shall be retained for at least 15 minutes after the chair has declared the meeting adjourned.
Article 20. Where the Company convenes the Shareholders' meeting via video conference, the chair and the note taker shall be at the same domestic location, and the chair shall declare the address to such location when the meeting commences.
Article 21. Where the Shareholders' meeting is convened via video conference, the Company may provide shareholders with basic connection tests and provide at a timely manner related services before and during the meeting to facilitate the handling of technical issues arising from communications.
Where the Shareholders' meeting is convened via video conference, the chair shall announce otherwise at the meeting commencement the matters not requiring deferral or resumption of meeting as provided in Article 44-20, Paragraph 4 of the Regulations Governing the Administration of Shareholder Services of Public Companies. In addition, prior to declaring the meeting adjourned, in events that there are obstacles to the video conference platform or attendance via video conference retained for 30 minutes or over due to natural disaster, incidents or other force majeure, the meeting shall be deferred or resumed within five days, and provisions in Article 182 of the Company Act shall not apply.
Where the meeting is required to be deferred or resumed upon the occurrence of the preceding paragraph, shareholders without registration to attend the original Shareholders' meeting may not attend the deferred or resumed meeting.
Where a meeting is required to be deferred or resumed pursuant to Paragraph 2 herein, number of shares presented in the attendance of the original Shareholders' meeting and the exercised voting and election rights of a shareholder having registered to attend the original meeting via video conference and having completed his/her registration failing to attend the deferred or resumed meeting shall be tallied to the total number of shares and number of voting and election rights represented by an attending shareholder in the deferred or resumed meeting.
Where the Shareholders' meeting is deferred or resumed pursuant to Paragraph 2 hereof, proposals with completed voting and vote counts as well as public disclosure of voting results and the lists of Directors or supervisors elect will require no additional discussion and resolution.
Where the Company convenes a video-assisted Shareholders' meeting, in the event of failure to resume the video conference as prescribed in Paragraph 2, if the quorum is met after the total number of shares represented by all attending
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shareholders less those represented by shareholders attending via video conference, the Shareholders' meeting may proceed without needs to defer or resume the meeting pursuant to Paragraph 2 herein.
Where there are circumstances which the meeting shall be proceeded as provided in the preceding paragraph, the number of shares represented by the shareholders attending via video conference shall be tallied in the total shares represented by all attending shareholders, but to have waived his/her rights with respect to all proposals of that meeting.
Where the Company has deferred or resumed the meeting pursuant to Paragraph 2 herein, the Company shall transact preliminary works as relevant in accordance with the original date of the Shareholders' meeting and various provisions under the Article 44-20, Paragraph 7 of the Regulations Governing the Administration of Shareholder Services of Public Companies.
In the periods as provided in the second paragraph of Article 12 and Article 13 of the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies and Article 44-5, Paragraph 2, Article 44-15, and Article 44-17, Paragraph 1 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall convene the Shareholders' meeting in the deferred or resuming date as provided in the Paragraph 2 herein.
Article 22. Where the Company convenes a Shareholders' meeting via video conference, the Company shall provide alternatives as applicable if a shareholder has difficulties attending such meeting. Except as provided for in Article 44-9, Paragraph 6 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company must ensure the provision of shareholder connectivity equipment and necessary assistance, and shall specify the period during which shareholders may apply to the company and other relevant considerations.
Article 23. These Rules, and any amendments hereto, shall be implemented after adoption by shareholders meetings. These rules were implemented on April 26, 2000. The first amendment was made on June 28, 2002. The second amendment was made on June 29, 2007. The third amendment was made on June 15, 2012. The fourth amendment was made on December 17, 2012. The fifth amendment was made on June 27, 2014. The sixth amendment was made on June 11, 2018. The seventh amendment was made on June 17, 2020. The eighth amendment was made on September 23, 2020. The ninth amendment was made on August 25, 2021. The tenth amendment was made on June 15, 2022. The eleventh amendment was made on June 26, 2024.
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Appendix 4
AIR ASIA Company Limited Shareholdings of all Directors
Book closure date : April 19, 2026
| Title | Name | shareholdings of shareholders’ list on book closure date | ||
|---|---|---|---|---|
| Shares (Note) | % | |||
| Chairman of the Board | Lee, Woei-Shyan | Taiwan Aerospace Corp. Representative | 104,029,402 | 49.67 |
| Member of the Board | Li, Han-Ming | |||
| Member of the Board | Chang, Pei-Jen | |||
| Member of the Board | Lu, I-Hsuan | |||
| Member of the Board | Sun, Hsing-Kuang | |||
| Member of the Board | Li, Yu-Ying | Taiwan Sugar Corporation Representative | 19,898,469 | 9.50 |
| Member of the Board | Wu, Chih-Wei | |||
| Independent Director | Lin, Chang-Ching | - | - | |
| Independent Director | Wang, Hui-Ching | - | - | |
| Independent Director | Wang, Shih-Kun | - | - | |
| Independent Director | Chang, Ke-Hao | - | - | |
| Total | 123,927,871 | 59.17 |
NOTE:
- As of book closure date of the Shareholders' Meeting (April 19, 2026), the total issued shares were 209,438,204 shares, and the minimum shareholdings by all Directors were 12,000,000 shares.
- In accordance with Article 2 of the "Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies", if more than two Independent Directors are elected, the shareholdings by all Directors and supervisors outside the Independent Directors shall be reduced to $80\%$ . The Company has set up an Audit Committee, so no applicable for the minimum shareholdings by the supervisors.
Disclaimer: this document is a translation from the Chinese version. In the case for any discrepancy the original document shall supersede this version.