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盈正 — AGM Information 2026
May 28, 2026
72748_rns_2026-05-28_130f9aff-ab1e-41af-b3ba-60253241b61a.pdf
AGM Information
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Stock Code: 3628
2026
CALENDAR
TIME: 9:00 a.m., Wednesday, May 27, 2026
PLACE: 1F, No. 219-2, Zhong Xing Rd. Sec.3,Xin-Dian Dist., New Taipei City (The Koos Hotel)
WEBSITE: http://www.ablerex.com.tw/
Handbook for The 2026
Annual Shareholder's Meeting
Ablerex
Stock Code: 3628
Notice to readers
This English version Handbook is a summary translation of the Chinese version and is not an official document of the shareholders' meeting. If there is any discrepancy between the English version and Chinese version, the Chinese version shall prevail.
Ablerex Electronics Co., Ltd.
Handbook
for The 2026 Annual Shareholders’ Meeting
MEETING Date: 9:00 a.m., Wednesday, May 27, 2026
PLACE : 1F, No. 219-2, Zhong Xing Rd. Sec.3, Xin-Dian Dist., New Taipei City (The Koos Hotel)
WEBSITE : http://www.ablerex.com.tw/
Index
Content
Page
Procedure for the 2026 Annual Shareholders’ Meeting ………………………………………… 1
Agenda of Annual Shareholders’ Meeting ………………………………………………… 2
Reports on Company Affairs ………………………………………………………………… 3
Matters to be Approved ……………………………………………………………………… 4
Matters to be Discussed ……………………………………………………………………… 5
Elections …………………………………………………………………………………………… 6
Other Matters to be Discussed ………………………………………………………………… 7
Extemporary Motions …………………………………………………………………………… 7
Adjournment ………………………………………………………………………………………… 7
Attachment
Page
Attachment 1: 2025 Business Report …………………………………………………………… 8
Attachment 2: Audit Committee’s Review Report ……………………………………………… 12
Attachment 3: Parent Company Only Financial Statements And Independent Auditors’ Report ……… 13
Attachment 4: Consolidated Financial Statements And Independent Auditors’ Report ………… 27
Attachment 5: Profit Distribution Table of 2025 ……………………………………………… 40
Attachment 6: The information for candidate of Directors and Independent Directors …………… 41
Attachment 7: List of Restrictions on Prohibition of Competition for Directors (Including Independent Directors) Candidates ……………………………………… 43
Attachment 8: The amendment reference table of Rules and Procedures of Shareholders’ Meeting … 44
Appendix
Page
Appendix 1: Shareholding of Directors …………………………………………………………… 46
Appendix 2: Impact of stock dividend issuance on the Company’s business performance and earnings per share …………………………………………………………… 47
Appendix 3: Rules and Procedures of Shareholder’s Meeting ……………………………………… 48
Appendix 4: Articles of Incorporation …………………………………………………………… 61
Ablerex Electronics Co., Ltd.
Procedure for the 2026 Annual Shareholders’ Meeting
Call the Meeting to Order
Chairperson Remarks
- Reports on Company Affairs
- Matters to be approved
- Matters to be Discussed
- Elections
- Other Matters to be Discussed
- Extemporary Motions
- Adjournment
Agenda of Annual Shareholders' Meeting
Type: Entity shareholders' meeting
Time: 9:00 a.m. on May 27, 2026 (Wednesday)
Place: 1F, No. 219-2, Zhong Xing Rd. Sec.3, XinDian Dist., New Taipei City (The Koos Hotel)
Call the Meeting to Order (report the total number of shares present)
Chairperson Remarks
Reports on Company Affairs
Item 1: The 2025 Business Report.
Item 2: The Audit Committee's Review Report on the 2025 Financial Statements.
Item 3: The 2025 Directors' and Employees' Compensation.
Matters to be Approved
Item 1: Adoption of the 2025 Business Report and Financial Statement.
Item 2: Adoption of the Proposal for Distribution of 2025 Profits.
Matters to be Discussed
Item 1: Amendment to the “Rules and Procedures of Shareholders' Meeting”.
Elections
Item 1: Election of Directors
Other Matters to be Discussed
Item 1: Proposal for releasing the Prohibition on new elected Directors from Participation in Competitive Business.
Extemporary Motions
Adjournment
Reports on Company Affairs
Report No. 1
Title: 2025 Business Report.
Explanation: Please refer to Attachment 1 (page 8~11)
Report No. 2
Title: Audit Committee’s Review Report on the 2025 Financial Statements.
Explanation:
- The 2025 Business Report, Financial Statements and Profit distribution table have been audited and approved by Audit Committee.
- Please refer to the report as per Attachment 2 (page 12)
Report No. 3
Title: The 2025 Directors’ and Employees’ Compensation
Explanation:
- The amount (Directors’ and Employees’ Compensation are not included) of 2025 net profit before tax is NTD233,371,563.
- After the remuneration committee and Board of Directors reviewed the regulations and the company’s operating performance in 2025, it’s going to propose Employees’ Compensation NTD 14,652,000 (6.03%) as 6% (not less) of net earnings before tax, it meets the requirements of the “Articles of Incorporation” of the Company. Directors’ Compensation NTD 4,603,500 (1.97%) as 2% (not exceed) of net earnings before tax, also meets the requirements of the “Articles of Incorporation” of the Company.
Matters to be Approved
Proposal No. 1: 【Proposed by the board of directors】
Title: Adoption of the 2025 Business Report and Financial Statement
Explanation:
- Please refer to the 2025 Business Report and Financial Statement as per Attachment 1 (page 8~11).
- The compilation of the Ablerex's 2025 Financial Statement and Consolidated Financial Statement is completed and was expressed an unqualified opinion on those statements in the report issued by Lin, Se-Kai/CPA and Lin, Guan-Hong /CPA of PwC Taiwan.
- The CPA Audit Report and the above mentioned Financial Report as per Attachment 3 and 4 (page 13 & 27).
- Adoption requested.
Resolution:
Proposal No. 2
Title: Adoption of the Proposal for Distribution of 2025 Profits
Explanation:
- The table of the 2025 Earnings Distribution as per Attachment 5 (page 40).
- 2025 profit distribution plans are as the following: Cash dividend to shareholders is NTD 3.25 per share with a total NTD 146,250,000. After this distribution plan is approved by the shareholders' meeting, it is proposed to authorize the Chairman to set Record date and the cash dividend distribution amount is up to NTD. The balances which is less than NTD 1.0 will be treated as undistributed surplus.
- Adoption requested.
Resolution:
Matters to be Discussed
Proposal 1【Proposed by the board of directors】
Title: Amendment to the “Rules and Procedures of Shareholders' Meeting”.
Explanation:
-
According to Taipei Exchange (2026.3.16) Issue No. 11500549052, it is proposed to amend some provisions of the “Rules and Procedures of Shareholders' Meeting”.
-
In conjunction with the amendment of the Law and regulations to comply with the requirements of the “Rules and Procedures of Shareholders' Meeting” by FSC.
-
The amendment reference table of " Rules and Procedures of Shareholders' Meeting " as per Attachment 8 (Page 44).
-
Discussion and resolution requested.
Resolution:
Elections
Proposal 1 【Proposed by the board of directors】
Title: Election of Directors
Explanation:
-
The 9th term of the directors have been expired on June 26, 2026, and shall be re-elected in the general shareholders' meeting.
-
According to Articles of Incorporate of the company, there shall be 7 to 9 directors includes at least 3 independent directors. The next term is scheduled to elect 9 (nine) directors (including three independent directors). The 10th term of the new directors shall be from May 27, 2026 to May 26, 2029, and the current term of the directors are up till finish of the Annual general shareholders' meeting.
-
The proposed list of candidates for directors and independent directors were reviewed and qualified by the board meeting of the company on Apr 13, 2026. The relevant information is as attachment 6 (Page 41):
-
Election requested
Voting Results:
Other Matters to be Discussed
Proposal 1
Title: Proposal for releasing the Prohibition on new elected Directors from Participation in Competitive Business.
Explanation:
-
According to the regulation of article 209 of Company Act, a director who does anything for himself or on behalf of another person that is within the scope of the company's business shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.
-
The company's new directors and their representatives, if they invest or operate other companies related to or similar to the company's business scope, in case without prejudice to the company's interests, the company agrees to terminate the director and his representatives Restrictions on Prohibition of Competition. Please refer to attachment 7 (see P.43) for the detailed list of restrictions on rescission of non-competitive behaviors of directors (including independent directors), but the person of rescission is based on the actually elected directors (including independent directors).
-
Discussion and resolution requested.
Resolution:
Extemporary Motions
Adjournment
Attachment 1: 2025 Business Report
Ablerex Electronics Co., Ltd. 2025 Business Report
1. Business Strategy
For the Group's business development in 2025, we will uphold the technical service experience and advantages of being "Fast, Professional, and Integrated," implement a localized operational strategy, enable each sales office to develop an Ablerex brand image with local characteristics, and provide products and services that meet market demands. In our OEM/ODM business, we will leverage our technological independence to offer high cost-performance ODM services that satisfy diverse customer needs. In R&D, we will continue to advance power electronics control technology, focusing on enhancing product technological value and power capacity. Our development direction is towards modularization, larger scale, and systematization, providing a more diverse and broader range of product portfolio solutions. In manufacturing, we will continue our intelligent initiatives by gradually introducing automated production equipment to reduce reliance on manual labor, improve manufacturing efficiency and energy utilization, and progress towards becoming a green factory.
2. Implementation Overview
The Group's revenue and profit for the fiscal year 2025 exceeded budget projections, with overall performance remaining stable. By region, the United States, Taiwan, and Japan were the primary drivers of growth. By product category, project engineering delivered the most outstanding performance and was the main contributor to revenue growth; however, other product lines fell short of expectations.
The underperformance in overseas markets was primarily attributed to several factors: In Mainland China, the persistently weak economy led to conservative consumption and investment, along with intensified market competition, which impacted the performance of the Beijing office and parts of the ODM business. In the Southeast Asian market, spillover effects from new U.S. tariff measures and depreciation of regional currencies intensified price competition and slowed demand. In the Latin American market, shipping disruptions due to the Middle East conflict prevented timely inventory fulfillment for orders, resulting in lost business opportunities. Furthermore, the ODM business heavily relies on securing customer tenders; however, the majority of customer bids in 2025 did not yield the expected results, which also dampened order momentum. Overall, performance varied across different regions and product categories.
In the domestic market, benefiting from the surging demand for AI chips, related supply chain manufacturers successively increased capital investments to expand production lines. Coupled with ongoing upgrades and construction of IDC and periodic equipment replacement needs, project engineering revenue in 2025 experienced another wave of high demand following the wave of Taiwanese businesses relocating back. This category's revenue grew by more than $30\%$ compared to 2024. Revenue from solar power converters continued to decline due to developmental bottlenecks in the domestic market, product oversupply, significant price drops, and nearly stagnant demand growth.
In terms of product development, adopting the integrated "one-stop" sales, production, and R&D model has improved the precision of product market positioning, accelerated mass production timelines, and enhanced production efficiency. High cost-performance entry-level products have been launched, gradually solidifying the market position. Simultaneously, mid-to-high-end products are undergoing a generational transition to maintain their technological leadership. Greater emphasis is being placed on developing products with high technical value, creating a niche for business expansion and market consolidation. This strategy aims to increase product market acceptance and satisfaction, thereby expanding the market share. Regarding manufacturing, supply chain management has been optimized through adjustments to product design and procurement models. Industry 4.0 concepts have been introduced into production processes, leading to continuous improvements in the efficiency of information collection, problem identification, and verification. Production line bottlenecks are being gradually overcome, resulting in enhanced production efficiency and consistently improving product quality.
3. Business Plan Implementation Results
The Company's consolidated operating revenue for the fiscal year 2025 was NTD3,355,284 thousand, representing a growth of $10.95\%$ compared to NTD3,024,134 thousand in the previous period. Consolidated net profit after tax was NTD180,357 thousand, an increase of $85.50\%$ from NTD97,230 thousand in the previous period. (As shown in the table below)
Unit: NTD thousands
| Item | 2025 | 2024 | Growth Rate(%) |
|---|---|---|---|
| Sales Revenue | 3,355,284 | 3,024,134 | 10.95% |
| Gross profit | 997,910 | 799,080 | 24.88% |
| Operating income | 250,489 | 99,090 | 152.79% |
| Net income | 180,357 | 97,230 | 85.50% |
| Profit attributable to parenting company | 180,903 | 96,642 | 87.19% |
| EPS (NTD)-after tax | 4.02 | 2.15 | 86.98% |
4. Operating Revenue and Expenditure Budget Execution
(1) Operating Revenue
The Company's operating revenue consists of sales revenue and service revenue. Comparing the contributions of the five main product categories' sales revenue and service revenue to the previous year, three categories experienced sales growth in 2025. Ranked by the amount of growth from highest to lowest, they are: Project Engineering, Other (components, batteries, etc.), and Service Revenue. Notably, Project Engineering saw a significant growth of $33.83\%$ , making it the primary driver of revenue growth in 2025. Conversely, revenue from Active Power Filters, Solar Power Converters, and Uninterruptible Power Supply systems declined. As the total increase in revenue from the growing categories exceeded the total decrease from the declining categories, total revenue for 2025 reached
NTD3,355,284 thousand, an increase of NTD331,150 thousand compared to 2024, representing a growth rate of $10.95\%$ .
(2) Operating Expenses
The Company's total operating expenses for the fiscal year 2025 were NTD3,104,795 thousand, an increase of NTD179,751 thousand (6.15%) compared to NTD2,925,044 thousand in 2024. This includes an increase of NTD132,320 thousand in cost of goods sold and an increase of NTD47,431 thousand in operating expenses. As the gross margin in 2025 was higher than in 2024, the increase in cost of goods sold primarily reflects the growth in operating revenue. Regarding operating expenses, research and development expenses continued to increase due to the Company's development strategy and talent retention needs, while selling expenses increased significantly in line with business development activities and performance-based incentives.
5. Profitability Analysis
Major indicators of operating performance in 2025 are as the table below:
| Item | 2025 | 2024 | Variation / Percentage(%) |
|---|---|---|---|
| Return on Assets | 5.32% | 3.08% | +2.24 pp |
| Return on Shareholders’ Equity | 10.53% | 5.66% | +4.87 pp |
| Operating Income to Capital (%) | 55.66% | 22.02% | +33.64 pp |
| Profit before Tax to Capital (%) | 53.03% | 29.60% | +23.41 pp |
| Net Profit Margin | 5.38% | 3.22% | +2.16 pp |
| EPS (NT$)-after tax | 4.02 | 2.15 | 86.98% |
The Company's operating revenue for the fiscal year 2025 was NTD3,355,284 thousand, an increase of $10.95\%$ compared to 2024. Benefiting from an improved gross margin, gross profit increased by $24.88\%$ . The growth rate of gross profit exceeded that of operating revenue, indicating the effectiveness of product mix optimization and cost control measures.
Operating expenses increased alongside the expansion of business scale. However, the growth rate of expenses was lower than the gross profit growth rate, resulting in operating profit of NTD250,489 thousand, a significant increase of $152.79\%$ compared to 2024. This demonstrates a clear enhancement in the profitability of the core business.
Regarding non-operating income and expenses, the impact of exchange losses in 2025 adversely affected non-operating results. Nevertheless, supported by substantial growth in core business profits, net profit for the period reached NTD180,357 thousand, an $85.50\%$ increase compared to 2024. The net profit margin improved from $3.22\%$ to $5.38\%$ , an increase of 2.16 percentage points, indicating continued improvement in overall profitability.
In terms of operating performance indicators for 2025, the return on assets increased from $3.08\%$ to
5.32%, and the return on equity increased from 5.66% to 10.53%. Operating profit as a percentage of paid-in capital rose from 22.02% to 55.66%, and pre-tax profit as a percentage of paid-in capital increased from 29.62% to 53.03%. Earnings per share (after tax) was NTD4.02, an 86.98% increase from NTD2.15 in 2024. All asset and capital utilization performance indicators were superior to those of 2024.
In summary, the Company's overall operating performance in 2025 significantly improved compared to 2024. The profitability of the core business was strengthened, effectively driving improvements in overall profit and capital utilization efficiency.
6. Research and Development Status
Adhering to the core belief of "Technological Independence," our R&D department continues to collaborate with academic institutions on applied research and development for three-phase, high-end, and high-capacity power electronics technology, solidifying our core capabilities in power conversion. By implementing the "Design for Manufacturability" concept, we enhance our R&D personnel's production- and market-oriented mindset, accelerating the speed of technology commercialization. Currently, the company's product design execution is advancing towards compactness, intelligence, modularization, and networking, improving product cost-performance and market competitiveness. Simultaneously, we place greater emphasis on products with high technical value to strengthen the close ties with industries and customers, integrating with our local subsidiaries to build a technology ecosystem. In line with this approach, high-capacity, high-technology products such as the APF150A and UPS400kVA have been successfully launched, symbolizing a new milestone in the company's technological capabilities in power electronics product development and manufacturing. Furthermore, through active participation in domestic power ancillary services, we continuously calibrate the performance of our grid-scale energy storage products with remarkable results. This is expected to gradually demonstrate our influence throughout the transformation process of Taiwan's power grid.
Chairman: Steven Hsu
Manager: M.Z. Hwang
Accounting: Emma Liao
Attachment 2: 2025 Audit Committee's Review Report
Audit Committee's Review Report
The Board of Directors has prepared the Company's 2025 Business Report, Financial Statements, and proposal for allocation of profits. Lin, Se-Kai/CPA and Lai, Zhong-Xi/CPA, The CPA firm of PricewaterhouseCooper was retained to audit Ablerex's Financial Statements and has issued an audit report relating to the Financial Statements. The Business Report, Financial Statements, and profit allocation proposal have been reviewed and determined to be correct and accurate by the Audit Committee members of Ablerex Electronics Co., Ltd. According to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Law, we hereby submit this report.
Ablerex Electronics Co., Ltd.
Chairman of the Audit Committee: Sir Y.J. Ding (Signature)
March 11, 2026
(As per Page 8 of Chinese version of "Handbook for the 2026 Annual Shareholders' Meeting)
Attachment 3: Parent Company Only Financial Statements And Independent Auditors' Report
ABLEREX ELECTRONICS CO., LTD.
PARENT COMPANY ONLY FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS' REPORT
DECEMBER 31, 2025 AND 2024
For the convenience of readers and for information purpose only, the auditors' report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. In the event of any discrepancy between the English version and the original Chinese version or any differences in the interpretation of the two versions, the Chinese-language auditors' report and financial statements shall prevail.
INDEPENDENT AUDITORS' REPORT TRANSLATED FROM CHINESE
To the Board of Directors and Shareholders of ABLEREX ELECTRONICS CO., LTD.
Opinion
We have audited the accompanying parent company only balance sheets of Ablerex Electronics Co., Ltd. as at December 31, 2025 and 2024, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of material accounting policies.
In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the financial position of the Company as at 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 parent company only 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 for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the Company's 2025 parent company only financial statements. These matters were addressed in the context of our audit of the parent company only financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.
Key audit matters for the Company's 2025 parent company only financial statements of
the current period are stated as follows:
Appropriateness of cut-off of project construction revenue
Description
Please refer to Note 4(25) for accounting policy on revenue recognition and Note 6(19) for composition of operating revenue. For the year ended December 31, 2025, the Company’s project construction revenue amounted to NT$1,437,954 thousand, accounting for 52% of net sales.
The Company’s operating revenue is comprised of sales revenue and project construction revenue. The main composition of the project construction revenue is the sale of large equipment and installation related projects. The project needs to be completed through the Company’s installation of large-scale equipment, and after the relevant documents are executed by both parties and the client can obtain and consume the benefits provided by the asset, the Company will have deemed to have completed the contractual performance obligations and can recognize the project construction revenue. Due to the fact that the income of the Company’s project construction involves manual operation, it may result to inappropriate timing recognition of revenue. Considering that the amount of income recognized by the Company’s project construction in a timely manner has a significant impact on the parent company only financial statements, we have deemed the appropriateness of the project construction income as one of the significant audit matters for the year.
How our audit addressed the matter
We performed the following audit procedures in order to assess cut-off of project construction revenue:
- Assessed and obtained an understanding of the Company’s internal control procedures of the project construction revenue recognition, and confirmed the related internal controls were performed effectively.
- Performed cut-off test on project construction revenue transactions, and selected samples to check that the project construction revenue had been recorded in the proper period accordingly.
- Tested the accuracy and completeness of project construction list and traced to a related document that can prove revenue in order to confirm that the recognition amount and timing were appropriate.
Valuation of allowance for inventory valuation losses
Description
Please refer to Note 4(11) for accounting policy on inventory valuation, Note 5(2) for accounting estimates and assumption uncertainty in relation to inventory valuation, and Note 6(5) for the details of allowance for inventory valuation losses. Also, please refer to Note 4(12) for accounting policies on investments accounted for using equity method, Note 6(6) for details of investments accounted for using equity method, and Note 13(3) for disclosure of investments accounted for using equity method.
As of December 31, 2025, the Company's inventories and allowance for inventory valuation losses amounted to $1,116,158 thousand and $92,728 thousand, respectively, and the Company's investments accounted for using equity method amounted to $807,503 thousand, of which the Company's wholly-owned subsidiary, Ablerex Electronics (Suzhou) Co., Ltd, amounting to $429,380 thousand was the major operating entity. The Company and its directly wholly-owned subsidiary, Ablerex Electronics (Suzhou) Co., Ltd, are engaged in the design, manufacture and sales of uninterruptible power supply systems, equipment to power quality devices and others. Due to the rapid technological innovations and the competitive nature of the market, there is a higher risk of inventory losses due to the market value decline or obsolescence. The Company recognises inventories at the lower of cost and net realizable value. Obsolete or slow-moving inventories were assessed individually. The Company's and its subsidiary's estimation and determination of the net realizable value of inventories are subjected to management's judgement, and involves a high level of uncertainty. Considering that the inventories and inventory valuation loss of the Company and its directly wholly-owned subsidiary, Ablerex Electronics (Suzhou) Co., Ltd, which is accounted for using equity method, were significant to the parent company only financial statements, it was identified as a key audit matter.
How our audit addressed the matter
We performed the following audit procedures in order to assess the adequacy of the measurement of net realisable value and provision on allowance for inventory valuation losses:
- Assessed the reasonableness of policies relating to the provision of allowance for inventory valuation loses and procedures based on our understanding of the Company’s and its subsidiary’s operation and industry.
- Verified the accuracy of the inventory aging report and net realisable value report in order to confirm that the information in the reports were consistent with the Company’s and its subsidiary’s inventory policies.
- Checked the appropriateness of the estimation basis adopted by the Company and its subsidiary for the evaluation of the net realizable value, verified the accuracy of inventory selling and purchase prices, and recalculated and evaluated the reasonableness of allowance for inventory valuation losses.
- Reviewed the appropriateness of the estimation basis for the evaluation of net realisable value, randomly checked supporting documents of product sales and purchases and recalculated and evaluated the reasonableness of allowance for inventory valuation losses.
Responsibilities of management and those charged with governance for the parent company only financial statements
Management is responsible for the preparation and fair presentation of the parent company only 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 parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only 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.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ 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 parent company only financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgement and professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the parent company only 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.
- 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.
- 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 Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the parent company only 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.
-
Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only 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 parent company only financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s 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.
Lin, Se-Kai
Lin, Kuan-Hung
For and on behalf of PricewaterhouseCoopers, Taiwan
March 11, 2026
The accompanying parent company only financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying parent company only financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.
As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
(Expressed in thousands of New Taiwan dollars)
ABLEREX ELECTRONICS CO., LTD.
PARENT COMPANY ONLY BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
| Assets | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| AMOUNT | % | AMOUNT | % | |||
| Current assets | ||||||
| 1100 | Cash and cash equivalents | 6(1) | $ 121,766 | 4 | $ 107,698 | 3 |
| 1136 | Current financial assets at amortised cost | 6(3) and 8 | 400 | - | 3,396 | - |
| 1150 | Notes receivable, net | 6(4) | 2,177 | - | 2,771 | - |
| 1170 | Accounts receivable, net | 6(4) | 332,315 | 10 | 443,474 | 13 |
| 1180 | Accounts receivable due from related parties, net | 6(4) and 7 | 285,986 | 9 | 229,639 | 7 |
| 1200 | Other receivables | 1 | - | 3 | - | |
| 1210 | Other receivables - related parties | 7 | 36,932 | 1 | 33,788 | 1 |
| 1220 | Current tax assets | 139 | - | 139 | - | |
| 130X | Inventories, net | 6(5) | 1,023,430 | 31 | 915,209 | 27 |
| 1410 | Prepayments | 14,746 | - | 15,370 | - | |
| 11XX | Total current assets | 1,817,892 | 55 | 1,751,487 | 51 | |
| Non-current assets | ||||||
| 1517 | Non-current financial assets at fair value through other comprehensive income | 6(2) | 82,389 | 2 | 199,743 | 6 |
| 1535 | Non-current financial assets at amortised cost | 6(3) and 8 | - | - | 875 | - |
| 1550 | Investments accounted for using equity method | 6(6) | 807,503 | 24 | 805,344 | 24 |
| 1600 | Property, plant and equipment | 6(7) | 523,835 | 16 | 540,831 | 16 |
| 1755 | Right-of-use assets | 6(8) | 2,757 | - | 8,370 | - |
| 1780 | Intangible assets | 26,726 | 1 | 27,743 | 1 | |
| 1840 | Deferred income tax assets | 6(26) | 40,253 | 1 | 41,009 | 1 |
| 1900 | Other non-current assets | 6(9) | 24,952 | 1 | 22,634 | 1 |
| 15XX | Total non-current assets | 1,508,415 | 45 | 1,646,549 | 49 | |
| 1XXX | Total assets | $ 3,326,307 | 100 | $ 3,398,036 | 100 |
(Continued)
(Expressed in thousands of New Taiwan dollars)
ABLEREX ELECTRONICS CO., LTD.
PARENT COMPANY ONLY BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
| Liabilities and Equity | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| AMOUNT | % | AMOUNT | % | |||
| Current liabilities | ||||||
| 2100 | Short-term borrowings | 6(10) | $ 441,079 | 13 | $ 300,000 | 9 |
| 2110 | Short-term notes and bills payable | 6(11) | - | - | 299,829 | 9 |
| 2130 | Current contract liabilities | 6(19) | 200,872 | 6 | 244,829 | 7 |
| 2150 | Notes payable | 679 | - | 946 | - | |
| 2170 | Accounts payable | 483,643 | 15 | 335,693 | 10 | |
| 2180 | Accounts payable - related parties | 7 | 171,563 | 5 | 129,472 | 4 |
| 2200 | Other payables | 6(13) | 129,618 | 4 | 129,254 | 4 |
| 2230 | Current income tax liabilities | 20,627 | 1 | 3,009 | - | |
| 2250 | Provisions for liabilities - current | 6(14) | 65,218 | 2 | 65,218 | 2 |
| 2280 | Current lease liabilities | 7 | 2,636 | - | 5,620 | - |
| 2320 | Long-term liabilities, current portion | 6(12) | - | - | 7,500 | - |
| 2399 | Other current liabilities, others | 5,019 | - | 5,542 | - | |
| 21XX | Total current liabilities | 1,520,954 | 46 | 1,526,912 | 45 | |
| Non-current liabilities | ||||||
| 2540 | Non-current borrowings | 6(12) | - | - | 31,250 | 1 |
| 2570 | Deferred income tax liabilities | 6(26) | 114,011 | 3 | 110,976 | 3 |
| 2580 | Non-current lease liabilities | 7 | 173 | - | 2,809 | - |
| 2640 | Net defined benefit liability, non-current | 6(15) | 4,157 | - | 5,797 | - |
| 25XX | Total non-current liabilities | 118,341 | 3 | 150,832 | 4 | |
| 2XXX | Total Liabilities | 1,639,295 | 49 | 1,677,744 | 49 | |
| Equity | ||||||
| Share capital | 6(16) | |||||
| 3110 | Common stock | 450,000 | 14 | 450,000 | 13 | |
| Capital surplus | 6(17) | |||||
| 3200 | Capital surplus | 713,348 | 21 | 713,679 | 21 | |
| Retained earnings | 6(18) | |||||
| 3310 | Legal reserve | 255,914 | 8 | 245,784 | 7 | |
| 3350 | Unappropriated retained earnings | 295,790 | 9 | 213,711 | 6 | |
| Other equity interest | ||||||
| 3400 | Other equity interest | ( 28,040) | ( 1) | 97,118 | 4 | |
| 3XXX | Total equity | 1,687,012 | 51 | 1,720,292 | 51 | |
| Significant commitments and contingent liabilities | 7 and 9 | |||||
| Significant events after the balance sheet date | 11 | |||||
| 3X2X | Total liabilities and equity | $ 3,326,307 | 100 | $ 3,398,036 | 100 |
The accompanying notes are an integral part of these parent company only financial statements.
ABLEREX ELECTRONICS CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except earnings per share amount)
| Items | Notes | Year ended December 31 | ||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| AMOUNT | % | AMOUNT | % | |||
| 4000 | Sales revenue | 6(19) and 7 | $ 2,789,504 | 100 | $ 2,431,120 | 100 |
| 5000 | Operating costs | 6(5)(24)(25) and 7 | ( 2,190,329) | ( 79) | ( 2,002,555) | ( 82) |
| 5950 | Gross profit from operations | 599,175 | 21 | 428,565 | 18 | |
| Operating expenses | 6(24)(25) and 7 | |||||
| 6100 | Selling expenses | ( 115,271) | ( 4) | ( 109,408) | ( 4) | |
| 6200 | General and administrative expenses | ( 75,857) | ( 3) | ( 69,671) | ( 3) | |
| 6300 | Research and development expenses | ( 196,588) | ( 7) | ( 188,965) | ( 8) | |
| 6000 | Total operating expenses | ( 387,716) | ( 14) | ( 368,044) | ( 15) | |
| 6900 | Net operating income | 211,459 | 7 | 60,521 | 3 | |
| Non-operating income and expenses | ||||||
| 7100 | Interest income | 6(20) and 7 | 1,252 | - | 1,647 | - |
| 7010 | Other income | 6(21) and 7 | 5,284 | - | 14,085 | 1 |
| 7020 | Other gains and losses | 6(22) | ( 6,502) | - | 23,047 | 1 |
| 7050 | Finance costs | 6(23) and 7 | ( 9,622) | - | ( 11,314) | ( 1) |
| 7070 | Share of profit of associates and joint ventures accounted for using equity method, net | 12,245 | - | 26,022 | 1 | |
| 7000 | Total non-operating income and expenses | 2,657 | - | 53,487 | 2 | |
| 7900 | Profit before income tax | 214,116 | 7 | 114,008 | 5 | |
| 7950 | Income tax expense | 6(26) | ( 33,213) | ( 1) | ( 17,366) | ( 1) |
| 8200 | Profit for the year | $ 180,903 | 6 | $ 96,642 | 4 | |
| Other comprehensive income | ||||||
| Components of other comprehensive income (loss) that will not be reclassified to profit or loss | ||||||
| 8311 | Gains on remeasurements of defined benefit plans | 6(15) | $ 1,632 | - | $ 5,827 | - |
| 8316 | Unrealised loss from investments in equity instruments measured at fair value through other comprehensive income | 6(2) | ( 117,354) | ( 4) | ( 1,896) | - |
| 8349 | Income tax related to components of other comprehensive income that will not be reclassified to profit or loss | 6(26) | ( 326) | - | ( 1,165) | - |
| 8310 | Components of other comprehensive income that will not be reclassified to profit or loss | ( 116,048) | ( 4) | 2,766 | - | |
| Components of other comprehensive income that will be reclassified to profit or loss | ||||||
| 8361 | Financial statements translation differences of foreign operations | ( 9,755) | - | 32,087 | 1 | |
| 8399 | Income tax relating to components of other comprehensive (losses) income that will be reclassified to profit or loss | 6(26) | 1,951 | - | ( 6,417) | - |
| 8360 | Components of other comprehensive (loss) income that will be reclassified to profit or loss | ( 7,804) | - | 25,670 | 1 | |
| 8300 | Other comprehensive (loss) income, net | ($ 123,852) | ( 4) | $ 28,436 | 1 | |
| 8500 | Total comprehensive income | $ 57,051 | 2 | $ 125,078 | 5 | |
| 9750 | Total basic earnings per share | 6(27) | $ 4.02 | $ 4.02 | $ 2.15 | |
| 9850 | Total diluted earnings per share | 6(27) | $ 4.00 | $ 4.00 | $ 2.14 |
The accompanying notes are an integral part of these parent company only financial statements.
(Expressed in thousands of New Taiwan dollars)
ABLEREX ELECTRONICS CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY
YEARS ENDED DECEMBER 31, 2025 AND 2024
| Notes | Common stock | Capital Surplus | Retained Earnings | Other Equity Interest | Total equity | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Additional paid-in capital | Changes in ownership interests in subsidiaries | Others | Legal reserve | Special reserve | Unappropriated retained earnings | Financial statements translation differences of foreign operations | Unrealised gains from financial assets measured at fair value through other comprehensive income | ||||
| 2024 | |||||||||||
| Balance at January 1, 2024 | $ 450,000 | $ 711,878 | $ 1,779 | $ 22 | $ 236,999 | $ - | $ 211,192 | ($ 47,295) | $ 120,639 | $1,685,214 | |
| Profit for the year | - | - | - | - | - | - | 96,642 | - | - | 96,642 | |
| Other comprehensive income (loss) for the year | - | - | - | - | - | - | 4,662 | 25,670 | ( 1,896 ) | 28,436 | |
| Total comprehensive income (loss) | - | - | - | - | - | - | 101,304 | 25,670 | ( 1,896 ) | 125,078 | |
| Appropriation and distribution of 2023 earnings: | 6(18) | ||||||||||
| Legal reserve appropriated | - | - | - | - | 8,785 | - | ( 8,785 ) | - | - | - | |
| Cash dividends to shareholders | - | - | - | - | - | - | ( 90,000 ) | - | - | ( 90,000 ) | |
| Balance at December 31, 2024 | $ 450,000 | $ 711,878 | $ 1,779 | $ 22 | $ 245,784 | $ - | $ 213,711 | ($ 21,625) | $ 118,743 | $1,720,292 | |
| 2025 | |||||||||||
| Balance at January 1, 2025 | $ 450,000 | $ 711,878 | $ 1,779 | $ 22 | $ 245,784 | $ - | $ 213,711 | ($ 21,625) | $ 118,743 | $1,720,292 | |
| Profit for the year | - | - | - | - | - | - | 180,903 | - | - | 180,903 | |
| Other comprehensive income (loss) for the year | - | - | - | - | - | - | 1,306 | ( 7,804 ) | ( 117,354 ) | ( 123,852 ) | |
| Total comprehensive income (loss) | - | - | - | - | - | - | 182,209 | ( 7,804 ) | ( 117,354 ) | 57,051 | |
| Appropriation and distribution of 2024 earnings: | 6(18) | ||||||||||
| Legal reserve appropriated | - | - | - | - | 10,130 | - | ( 10,130 ) | - | - | - | |
| Cash dividends to shareholders | - | - | - | - | - | - | ( 90,000 ) | - | - | ( 90,000 ) | |
| Adjustment of ownership interests in subsidiaries | 6(6) | - | - | ( 331 ) | - | - | - | - | - | - | ( 331 ) |
| Balance at December 31, 2025 | $ 450,000 | $ 711,878 | $ 1,448 | $ 22 | $ 255,914 | $ - | $ 295,790 | ($ 29,429) | $ 1,389 | $1,687,012 |
The accompanying notes are an integral part of these parent company only financial statements.
(Expressed in thousands of New Taiwan dollars)
ABLEREX ELECTRONICS CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
| Notes | Year ended December 31 | ||
|---|---|---|---|
| 2025 | 2024 | ||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||
| Profit before tax | $ 214,116 | $ 114,008 | |
| Adjustments | |||
| Adjustments to reconcile profit (loss) | |||
| Depreciation expense (including depreciation charges on right-of-use assets) | 6(7)(8)(24) | 38,016 | 38,329 |
| Amortisation expense | 6(24) | 11,441 | 9,974 |
| Financial costs | 6(23) | 9,622 | 11,314 |
| Interest income | 6(20) | ( 1,252 ) | ( 1,647 ) |
| Dividend income | 6(21) | - | ( 5,940 ) |
| Share of loss of subsidiaries for using equity method | ( 12,245 ) | ( 26,022 ) | |
| Loss on disposal of property, plant and equipment | 6(7)(22) | - | 73 |
| Profit from lease modification | 6(8)(22) | - | ( 7 ) |
| Unrealised foreign exchange gain | 71 | ( 655 ) | |
| Changes in operating assets and liabilities | |||
| Changes in operating assets | |||
| Notes receivable, net | 594 | 188 | |
| Accounts receivable, net | 111,159 | ( 102,214 ) | |
| Accounts receivable due from related parties, net | ( 56,347 ) | ( 33,953 ) | |
| Other receivables | ( 1 ) | - | |
| Other receivables - related parties | ( 3,144 ) | 35,644 | |
| Inventories, net | ( 108,221 ) | ( 110,174 ) | |
| Prepayments | 624 | ( 9,305 ) | |
| Changes in operating liabilities | |||
| Current contract liabilities | ( 43,957 ) | 34,097 | |
| Notes payable | ( 267 ) | 690 | |
| Accounts payable | 147,950 | 44,755 | |
| Accounts payable - related parties | 42,091 | 22,576 | |
| Other payables | 287 | 10,653 | |
| Provisions for liabilities - current | - | ( 7,864 ) | |
| Other current liabilities, others | ( 523 ) | 1,331 | |
| Defined benefit liability | ( 8 ) | 4 ) | |
| Cash inflow generated from operations | 350,006 | 25,847 | |
| Dividends received | - | 5,940 | |
| Interest received | 1,255 | 1,647 | |
| Interest paid | ( 9,545 ) | ( 11,411 ) | |
| Income tax paid | ( 10,179 ) | ( 6,879 ) | |
| Net cash flows from operating activities | 331,537 | 15,144 |
(Continued)
(Berit COMPANY ONLY STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
ABLEREX ELECTRONICS CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Notes | Year ended December 31 | ||
|---|---|---|---|
| 2025 | 2024 | ||
| CASH FLOWS FROM INVESTING ACTIVITIES | |||
| Acquisition of financial assets at amortised cost | $ - | ($ 1,275) | |
| Proceeds from disposal of financial assets at amortised cost | 3,871 | 566 | |
| Acquisition of property, plant and equipment | 6(7) | ( 14,980 ) | ( 11,293 ) |
| Proceeds from disposal of property, plant and equipment | 6(7) | - | 11 |
| Acquisition of intangible assets | ( 88 ) | ( 265 ) | |
| Increase in prepayment of equipment | ( 600 ) | ( 458 ) | |
| Decrease (increase) in refundable deposits | ( 1,037 ) | 791 | |
| Increase in other non-current assets | ( 11,444 ) | ( 10,989 ) | |
| Net cash flows used in investing activities | ( 24,278 ) | ( 22,912 ) | |
| CASH FLOWS FROM FINANCING ACTIVITIES | |||
| Increase in short-term borrowings | 6(28) | 3,267,192 | 5,141,739 |
| Decrease in short-term borrowings | 6(28) | ( 3,126,113 ) | ( 5,391,739 ) |
| Increase in short-term notes and bills payable | 6(28) | 370,517 | 1,031,109 |
| Decrease in short-term notes and bills payable | 6(28) | ( 670,346 ) | ( 731,280 ) |
| Repayment of principal portion of lease liabilities | 6(28) | ( 5,620 ) | ( 5,701 ) |
| Proceeds from long-term debt | 6(28) | - | 45,000 |
| Repayments of long-term debt | 6(28) | ( 38,750 ) | ( 6,250 ) |
| Cash dividends paid | 6(18) | ( 90,000 ) | ( 90,000 ) |
| Net cash flows used in financing activities | ( 293,120 ) | ( 7,122 ) | |
| Effect of exchange rate changes on cash and cash equivalents | ( 71 ) | 655 | |
| Net increase (decrease) in cash and cash equivalents | 14,068 | ( 14,235 ) | |
| Cash and cash equivalents at beginning of year | 107,698 | 121,933 | |
| Cash and cash equivalents at end of year | $ 121,766 | $ 107,698 |
The accompanying notes are an integral part of these parent company only financial statements.
Attachment 4: Consolidated Financial Statements And Independent Auditors' Report
ABLEREX ELECTRONICS CO., LTD. AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS AND
INDEPENDENT AUDITORS' REPORT
DECEMBER 31, 2025 AND 2024
For the convenience of readers and for information purpose only, the auditors' report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. In the event of any discrepancy between the English version and the original Chinese version or any differences in the interpretation of the two versions, the Chinese-language auditors' report and financial statements shall prevail.
INDEPENDENT AUDITORS' REPORT TRANSLATED FROM CHINESE
To the Board of Directors and Shareholders of ABLEREX ELECTRONICS CO., LTD.
Opinion
We have audited the accompanying consolidated balance sheets of Ablerex Electronics Co., Ltd. and its subsidiaries (the "Group") as at December 31, 2025 and 2024, and the related consolidated statements of comprehensive income, of changes in equity and of 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 at 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 the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission.
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 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 for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the Group's 2025 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.
Key audit matters for the Group’s 2025 consolidated financial statements are stated as follows:
Appropriateness of cut-off of project construction revenue
Description
Please refer to Note 4(25) for accounting policy on revenue recognition, Note 6(18) for composition of operating revenue and Note 14(5) for information on products and services. For the year ended December 31, 2025, the Group’s project construction revenue amounted to NT$1,437,954 thousand, accounting for 43% of consolidated net sales.
The Group’s operating revenue is comprised of sales revenue and project construction revenue. The main composition of the project construction revenue is the sale of large equipment and installation related projects. The project needs to be completed through the Group’s installation of large-scale equipment, and after the relevant documents are executed by both parties and the client can obtain and consume the benefits provided by the asset, the Group will have deemed to have completed the contractual performance obligations and can recognize the project construction revenue. Due to the fact that the income of the Group’s project construction involves manual operation, it may result to inappropriate timing recognition of revenue. Considering that the amount of income recognized by the Group’s project construction in a timely manner has a significant impact on the consolidated financial statements, we have deemed the appropriateness of the project construction income as one of the significant audit matters for the year.
How our audit addressed the matter
We performed the following audit procedures in order to assess cut-off of project construction revenue:
- Assessed and obtained an understanding of the Group’s internal control procedures of the project construction revenue recognition, and confirmed the related internal controls were performed effectively.
- Performed cut-off test on project construction revenue transactions, and selected samples to check that the project construction revenue had been recorded in the proper period accordingly.
- Tested the accuracy and completeness of project construction list and traced to a related document that can prove revenue in order to confirm that the recognition amount and timing were appropriate.
Valuation of allowance for inventory valuation losses
Description
Please refer to Note 4(12) for accounting policy on inventory valuation, Note 5(2) for accounting estimates and assumption uncertainty in relation to inventory valuation, and Note 6(5) for the details of allowance for inventory valuation losses. As of December 31, 2025, the Group’s inventories and allowance for inventory valuation losses amounted to NT $1,712,395 thousand and NT $198,329 thousand, respectively.
The Group is engaged in the design, manufacture and sales of uninterruptible power supply systems, equipment to power quality devices and others. Due to the rapid technological innovations and the competitive nature of the market, there is a higher risk of inventory losses due to the market value decline or obsolescence. The Group recognises inventories at the lower of cost and net realizable value. Obsolete or slow-moving inventories were assessed individually. The Group’s estimation and determination of the net realizable value of inventories are subjected to management’s judgement, involves a high level of uncertainty and has a material effect on the financial statements. Therefore, it was identified as a key audit matter.
How our audit addressed the matter
We performed the following audit procedures in order to assess the adequacy of the measurement of net realizable value and provision on allowance for inventory valuation losses:
- Assessed the reasonableness of policies relating to the provision of allowance for inventory valuation loses and procedures based on our understanding of the Group’s operation and industry.
- Verified the accuracy of the inventory aging report and net realizable value report in order to confirm that the information in the reports were consistent with the Group’s inventory policies.
- Checked the appropriateness of the estimation basis adopted by the Group for the evaluation of the net realizable value, verified the accuracy of inventory selling and purchase prices, and recalculated and evaluated the reasonableness of allowance for inventory valuation losses.
- Reviewed the appropriateness of the estimation basis for the evaluation of net realizable value, randomly checked supporting documents of product sales and purchases and recalculated and evaluated the reasonableness of allowance for inventory valuation losses.
Other matter – Parent company only financial reports
We have audited and expressed an unmodified opinion on the parent company only financial statements of Ablerex Electronics Co., Ltd. as at and for the years ended December 31, 2025 and 2024.
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 the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission, 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.
Auditor's 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 judgement 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 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 auditor's 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 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 auditor's 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.
Lin, Se-Kai
Lin, Kuan-Hung
For and on behalf of PricewaterhouseCoopers, Taiwan
March 11, 2026
The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and independent auditors' report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.
As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
(Expressed in thousands of New Taiwan dollars)
ABLEREX ELECTRONICS CO., LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
| ASSETS | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| AMOUNT | % | AMOUNT | % | |||
| Current assets | ||||||
| 1100 | Cash and cash equivalents | 6(1) | $ 344,519 | 10 | $ 330,796 | 9 |
| 1136 | Current financial assets at amortised cost | 6(3) and 8 | ||||
| 76,088 | 2 | 46,335 | 1 | |||
| 1150 | Notes receivable, net | 6(4) | 7,795 | - | 6,578 | - |
| 1170 | Accounts receivable, net | 6(4) | 535,947 | 15 | 699,282 | 19 |
| 1180 | Accounts receivable due from related parties, net | 6(4) and 7 | ||||
| - | - | 547 | - | |||
| 1200 | Other receivables | 15,992 | 1 | 12,042 | - | |
| 1220 | Current tax assets | 6,908 | - | 6,317 | - | |
| 130X | Inventories, net | 6(5) | 1,514,066 | 43 | 1,353,685 | 38 |
| 1410 | Prepayments | 50,675 | 2 | 50,694 | 2 | |
| 11XX | Total current assets | 2,551,990 | 73 | 2,506,276 | 69 | |
| Non-current assets | ||||||
| 1517 | Non-current financial assets at fair value through other comprehensive income | 6(2) | ||||
| 82,389 | 2 | 199,743 | 6 | |||
| 1535 | Non-current financial assets at amortised cost | 6(3) and 8 | ||||
| - | - | 875 | - | |||
| 1600 | Property, plant and equipment | 6(6) and 8 | 736,752 | 21 | 763,544 | 21 |
| 1755 | Right-of-use assets | 6(7) and 8 | 12,690 | 1 | 19,764 | 1 |
| 1780 | Intangible assets | 43,193 | 1 | 44,040 | 1 | |
| 1840 | Deferred income tax assets | 6(25) | 40,253 | 1 | 41,009 | 1 |
| 1900 | Other non-current assets | 6(8) | 34,780 | 1 | 30,755 | 1 |
| 15XX | Total non-current assets | 950,057 | 27 | 1,099,730 | 31 | |
| 1XXX | Total assets | $ 3,502,047 | 100 | $ 3,606,006 | 100 |
(Continued)
(Expressed in thousands of New Taiwan dollars)
ABLEREX ELECTRONICS CO., LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
| LIABILITIES AND EQUITY | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| AMOUNT | % | AMOUNT | % | |||
| Current liabilities | ||||||
| 2100 | Short-term borrowings | 6(9) | $ 463,559 | 13 | $ 300,000 | 8 |
| 2110 | Short-term notes and bills payable | 6(10) | - | - | 299,829 | 8 |
| 2130 | Current contract liabilities | 6(18) | 221,170 | 6 | 254,287 | 7 |
| 2150 | Notes payable | 679 | - | 946 | - | |
| 2170 | Accounts payable | 696,662 | 20 | 558,967 | 16 | |
| 2200 | Other payables | 6(12) | 175,931 | 5 | 166,139 | 5 |
| 2230 | Current income tax liabilities | 34,228 | 1 | 14,581 | - | |
| 2250 | Provisions for liabilities - current | 6(13) | 65,218 | 2 | 65,218 | 2 |
| 2280 | Current lease liabilities | 7 | 7,142 | - | 9,406 | - |
| 2320 | Long-term liabilities, current portion | 6(11) | 2,334 | - | 15,239 | - |
| 2399 | Other current liabilities, others | 22,164 | 1 | 25,009 | 1 | |
| 21XX | Total current liabilities | 1,689,087 | 48 | 1,709,621 | 47 | |
| Non-current liabilities | ||||||
| 2540 | Long-term borrowings | 6(11) | - | - | 33,827 | 1 |
| 2570 | Deferred income tax liabilities | 6(25) | 114,011 | 4 | 110,976 | 3 |
| 2580 | Non-current lease liabilities | 7 | 5,312 | - | 9,841 | 1 |
| 2640 | Net defined benefit liability, non-current | 6(14) | 4,157 | - | 5,797 | - |
| 25XX | Total non-current liabilities | 123,480 | 4 | 160,441 | 5 | |
| 2XXX | Total liabilities | 1,812,567 | 52 | 1,870,062 | 52 | |
| Equity attributable to owners of parent | ||||||
| Share capital | 6(15) | |||||
| 3110 | Common stock | 450,000 | 13 | 450,000 | 13 | |
| Capital surplus | 6(16) | |||||
| 3200 | Capital surplus | 713,348 | 20 | 713,679 | 20 | |
| Retained earnings | 6(17) | |||||
| 3310 | Legal reserve | 255,914 | 7 | 245,784 | 7 | |
| 3350 | Unappropriated retained earnings | 295,790 | 9 | 213,711 | 6 | |
| Other equity interest | ||||||
| 3400 | Other equity interest | ( 28,040 ) | ( 1 ) | 97,118 | 2 | |
| 31XX | Total equity attributable to owners of parent | 1,687,012 | 48 | 1,720,292 | 48 | |
| 36XX | Non-controlling interests | 2,468 | - | 15,652 | - | |
| 3XXX | Total equity | 1,689,480 | 48 | 1,735,944 | 48 | |
| Significant commitments and contingent liabilities | 7 and 9 | |||||
| Significant events after the balance sheet date | 11 | |||||
| 3X2X | Total liabilities and equity | $ 3,502,047 | 100 | $ 3,606,006 | 100 |
The accompanying notes are an integral part of these consolidated financial statements.
ABLEREX ELECTRONICS CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except earnings per share amount)
| Items | Notes | Year ended December 31 | |||||
|---|---|---|---|---|---|---|---|
| 2025 | 2024 | ||||||
| AMOUNT | % | AMOUNT | % | ||||
| 4000 | Sales revenue | 6(18) and 7 | $ 3,355,284 | 100 | $ 3,024,134 | 100 | |
| 5000 | Operating costs | 6(5)(23)(24) | ( 2,357,374) | ( 70) | ( 2,225,054) | ( 74) | |
| 5950 | Gross profit from operations | 997,910 | 30 | 799,080 | 26 | ||
| Operating expenses | 6(23)(24) and 7 | ||||||
| 6100 | Selling expenses | ( 418,371) | ( 13) | ( 381,230) | ( 13) | ||
| 6200 | General and administrative expenses | ( 128,638) | ( 4) | ( 128,242) | ( 4) | ||
| 6300 | Research and development expenses | ( 196,588) | ( 6) | ( 188,965) | ( 6) | ||
| 6450 | Expected credit loss | ( 3,824) | - | ( 1,553) | - | ||
| 6000 | Total operating expenses | ( 747,421) | ( 23) | ( 699,990) | ( 23) | ||
| 6900 | Net operating income | 250,489 | 7 | 99,090 | 3 | ||
| Non-operating income and expenses | |||||||
| 7100 | Interest income | 6(3)(19) | 3,919 | - | 3,478 | - | |
| 7010 | Other income | 6(20) | 6,010 | - | 18,698 | 1 | |
| 7020 | Other gains and losses | 6(21) | ( 10,787) | - | 24,067 | 1 | |
| 7050 | Finance costs | 6(22) and 7 | ( 10,991) | - | ( 12,147) | ( 1) | |
| 7000 | Total non-operating income and expenses | 11,849 | - | 34,096 | 1 | ||
| 7900 | Profit before income tax | 238,640 | 7 | 133,186 | 4 | ||
| 7950 | Income tax expense | 6(25) | ( 58,283) | ( 1) | ( 35,956) | ( 1) | |
| 8200 | Profit for the year | $ 180,357 | 6 | $ 97,230 | 3 | ||
| Other comprehensive income | |||||||
| Components of other comprehensive income (loss) that will not be reclassified to profit or loss | |||||||
| 8311 | Gains on remeasurements of defined benefit plans | 6(14) | $ 1,632 | - | $ 5,827 | - | |
| 8316 | Unrealised losses from investments in equity instruments measured at fair value through other comprehensive income | 6(2) | ( 117,354) | ( 4) | ( 1,896) | - | |
| 8349 | Income tax related to components of other comprehensive income that will not be reclassified to profit or loss | 6(25) | ( 326) | - | ( 1,165) | - | |
| 8310 | Components of other comprehensive income that will not be reclassified to profit or loss | ( 116,048) | ( 4) | 2,766 | - | ||
| Components of other comprehensive income that will be reclassified to profit or loss | |||||||
| 8361 | Financial statements translation differences of foreign operations | ( 10,368) | - | 32,651 | 1 | ||
| 8399 | Income tax relating to components of other comprehensive (losses) income that will be reclassified to profit or loss | 6(25) | 1,951 | - | ( 6,417) | - | |
| 8360 | Components of other comprehensive (loss) income that will be reclassified to profit or loss | ( 8,417) | - | 26,234 | 1 | ||
| 8300 | Other comprehensive (loss) income, net | ($ 124,465) | ( 4) | $ 29,000 | 1 | ||
| 8500 | Total comprehensive income | $ 55,892 | 2 | $ 126,230 | 4 | ||
| Profit attributable to: | |||||||
| 8610 | Owners of the parent | $ 180,903 | 6 | $ 96,642 | 3 | ||
| 8620 | Non-controlling interest | ( 546) | - | 588 | - | ||
| $ 180,357 | 6 | $ 97,230 | 3 | ||||
| Comprehensive income attributable to: | |||||||
| 8710 | Owners of the parent | $ 57,051 | 2 | $ 125,078 | 4 | ||
| 8720 | Non-controlling interest | ( 1,159) | - | 1,152 | - | ||
| $ 55,892 | 2 | $ 126,230 | 4 | ||||
| Earnings per share (in dollars) | |||||||
| 9750 | Basic earnings per share | 6(26) | $ 4.02 | $ 2.15 | |||
| 9850 | Diluted earnings per share | 6(26) | $ 4.00 | $ 2.14 |
The accompanying notes are an integral part of these consolidated financial statements.
ABLEREX ELECTRONICS CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
Equity attributable to owners of the parent
| Capital Surplus | Retained Earnings | Other equity interest | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Change in ownership interests in subsidiaries | Others | Legal reserve | Unappropriated retained earnings | Total exchange differences on translation of foreign financial statements | Unrealised gains (losses) from financial assets measured at fair value through other comprehensive income | Total | Non-controlling interests | Total equity | |||
| Notes | Common stock | Capital surplus | |||||||||
| 2024 | |||||||||||
| Balance at January 1, 2024 | $ 450,000 | $ 711,878 | $ 1,779 | $ 22 | $ 236,999 | $ 211,192 | ($ 47,295) | $ 120,639 | $ 1,685,214 | $ 14,500 | $ 1,699,714 |
| Profit for the year | - | - | - | - | - | 96,642 | - | - | 96,642 | 588 | 97,230 |
| Other comprehensive income (loss) for the year | - | - | - | - | - | 4,662 | 25,670 | ( 1,896 ) | 28,436 | 564 | 29,000 |
| Total comprehensive income (loss) | - | - | - | - | - | 101,304 | 25,670 | ( 1,896 ) | 125,078 | 1,152 | 126,230 |
| Appropriation and distribution of 6(17) 2023 earnings: | |||||||||||
| Legal reserve appropriated | - | - | - | - | 8,785 | ( 8,785 ) | - | - | - | - | - |
| Cash dividends to shareholders | - | - | - | - | - | ( 90,000 ) | - | - | ( 90,000 ) | - | ( 90,000 ) |
| Balance at December 31, 2024 | $ 450,000 | $ 711,878 | $ 1,779 | $ 22 | $ 245,784 | $ 213,711 | ($ 21,625 ) | $ 118,743 | $ 1,720,292 | $ 15,652 | $ 1,735,944 |
| 2025 | |||||||||||
| Balance at January 1, 2025 | $ 450,000 | $ 711,878 | $ 1,779 | $ 22 | $ 245,784 | $ 213,711 | ($ 21,625 ) | $ 118,743 | $ 1,720,292 | $ 15,652 | $ 1,735,944 |
| Profit(loss) for the year | - | - | - | - | - | 180,903 | - | - | 180,903 | ( 546 ) | 180,357 |
| Other comprehensive income(loss) for the year | - | - | - | - | - | 1,306 | ( 7,804 ) | ( 117,354 ) | ( 123,852 ) | ( 613 ) | ( 124,465 ) |
| Total comprehensive income(loss) | - | - | - | - | - | 182,209 | ( 7,804 ) | ( 117,354 ) | 57,051 | ( 1,159 ) | 55,892 |
| Appropriation and distribution of 6(17) 2024 earnings: | |||||||||||
| Legal reserve appropriated | - | - | - | - | 10,130 | ( 10,130 ) | - | - | - | - | - |
| Cash dividends to shareholders | - | - | - | - | - | ( 90,000 ) | - | - | ( 90,000 ) | - | ( 90,000 ) |
| Changes in non-controlling interests | 6(27) | - | - | ( 331 ) | - | - | - | - | ( 331 ) | ( 12,025 ) | ( 12,356 ) |
| Balance at December 31, 2025 | $ 450,000 | $ 711,878 | $ 1,448 | $ 22 | $ 255,914 | $ 295,790 | ($ 29,429 ) | $ 1,389 | $ 1,687,012 | $ 2,468 | $ 1,689,480 |
The accompanying notes are an integral part of these consolidated financial statements.
ASLEREX ELECTRONICS CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Notes | Year ended December 31 | ||
|---|---|---|---|
| 2025 | 2024 | ||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||
| Profit before tax | $ 238,640 | $ 133,186 | |
| Adjustments | |||
| Adjustments to reconcile profit (loss) | |||
| Depreciation expense (including depreciation charges on right-of-use assets) | 6(6)(7)(23) | 62,290 | 61,662 |
| Amortisation expense | 6(23) | 12,561 | 11,166 |
| Expected credit loss | 3,824 | 1,553 | |
| Financial costs | 6(22) | 10,991 | 12,147 |
| Interest income | 6(19) | ( 3,919 ) | ( 3,478 ) |
| Dividend income | 6(2)(20) | - | ( 5,940 ) |
| Loss on disposal of property, plant and equipment | 6(6)(21) | 766 | 1,641 |
| Profit from lease modification | 6(7)(21) | - | ( 7 ) |
| Unrealised foreign exchange loss | 71 | ( 655 ) | |
| Changes in operating assets and liabilities | |||
| Changes in operating assets | |||
| Notes receivable, net | ( 1,217 ) | 8,200 | |
| Accounts receivable | 159,509 | ( 128,297 ) | |
| Accounts receivable due from related parties, net | 547 | 1,781 | |
| Other receivables | ( 3,597 ) | 3,124 | |
| Inventories, net | ( 160,381 ) | ( 100,803 ) | |
| Prepayments | 19 | ( 25,574 ) | |
| Changes in operating liabilities | |||
| Current contract liabilities | ( 33,117 ) | 37,764 | |
| Notes payable | ( 267 ) | 690 | |
| Accounts payable | 137,695 | 71,442 | |
| Other payables | 9,664 | 14,238 | |
| Provisions for liabilities - current | - | ( 7,864 ) | |
| Other current liabilities, others | ( 2,845 ) | 10,206 | |
| Defined benefit liability | ( 8 ) | 4 ) | |
| Cash inflow generated from operations | 431,226 | 96,178 | |
| Interest received | 3,566 | 4,164 | |
| Dividends received | - | 5,940 | |
| Interest paid | ( 10,863 ) | ( 12,245 ) | |
| Income tax paid | ( 35,656 ) | ( 26,249 ) | |
| Income tax refunded | 1,892 | 55 | |
| Net cash flows from operating activities | 390,165 | 67,843 |
(Continued)
(Berit 2024)
(Expressed in thousands of New Taiwan dollars)
ABLEREX ELECTRONICS CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
| Notes | Year ended December 31 | ||
|---|---|---|---|
| 2025 | 2024 | ||
| CASH FLOWS FROM INVESTING ACTIVITIES | |||
| Acquisition of financial assets at amortised cost | ($ 151,659) | ($ 103,824) | |
| Proceeds from disposal of financial assets at amortised cost | 121,007 | 106,395 | |
| Acquisition of property, plant and equipment | 6(6) | ( 25,985) | ( 28,765) |
| Proceeds from disposal of property, plant and equipment | 6(6) | 64 | 142 |
| Acquisition of intangible assets | ( 435) | ( 480) | |
| Increase in prepayment of equipment | ( 600) | ( 458) | |
| Decrease (increase) in refundable deposits | ( 367) | 474 | |
| Increase in other non-current assets | ( 14,904) | ( 11,079) | |
| Net cash flows used in investing activities | ( 72,879) | ( 37,595) | |
| CASH FLOWS FROM FINANCING ACTIVITIES | |||
| Increase in short-term borrowings | 6(28) | 3,351,219 | 5,140,739 |
| Decrease in short-term borrowings | 6(28) | ( 3,188,473) | ( 5,390,739) |
| Increase in short-term notes and bills payable | 6(28) | 370,517 | 1,031,109 |
| Decrease in short-term notes and bills payable | 6(28) | ( 670,346) | ( 731,280) |
| Proceeds from long-term debt | 6(28) | - | 45,000 |
| Repayments of long-term debt | 6(28) | ( 47,154) | ( 17,411) |
| Repayment of principal portion of lease liabilities | 6(28) | ( 11,002) | ( 10,512) |
| Cash dividends paid | 6(17) | ( 90,000) | ( 90,000) |
| Decrease in non-controlling interests | 6(27) | ( 12,356) | - |
| Net cash flows used in financing activities | ( 297,595) | ( 23,094) | |
| Effect of exchange rate changes on cash and cash equivalents | ( 5,968) | 22,366 | |
| Net increase in cash and cash equivalents | 13,723 | 29,520 | |
| Cash and cash equivalents at beginning of year | 330,796 | 301,276 | |
| Cash and cash equivalents at end of year | $ 344,519 | $ 330,796 |
The accompanying notes are an integral part of these consolidated financial statements.
Attachment 5: Profit Distribution Table of 2025
Ablerex Electronics Co., Ltd.
Profit Distribution Table of 2025
(Unit: NTD$)
| Items | Amount | Description |
|---|---|---|
| 2025 Net income | 180,903,264 | |
| Add/Less:2025 Net income Retain earnings adjustments | 1,305,336 | Actuarial differences for Labor Retirement Reserve Fund (The Old Fund) |
| 2025 Net income Net profit subtotal | 182,208,600 | |
| Less: provision of legal reserve (10%) | -18,220,860 | |
| Less: Special Reserve | -28,039,805 | Other equity – Cumulative translation adjustment for foreign operations |
| Add: 2024 undistributed profit | 113,580,863 | |
| 2025 Net income Distributable profit | 249,528,798 | |
| Less: cash dividend to shareholders | 146,250,000 | NTD 3.25 cash dividend per share |
| Undistributed earnings | 103,278,798 |
Chairman: Steven Hsu
Manager: M.Z. Hwang
Accounting: Emma Liao
Attachment 6: The information for candidate of Directors and Independent Directors
| Candidate of Director | 1 | 2 | 3 | 4 | 5 | 6 |
|---|---|---|---|---|---|---|
| Name | Wen Hsu | Y.A. Chen | L.Y. Pan-Corporate Representative of UIS Corp. | S.G. Wang | J.K. Sung | M.Z. Huang |
| Number of shares held | 9,638,177 | 2,485,763 | 13,089,502 | - | 192,921 | 15,000 |
| Education | Honor Ph.D of KUAS | Master of Institute of Transportation Engineering, NCTU | National Taipei College of Business/ Dept. of International Trade | Civil Engineering, Chung Yuan University | Kaohsiung Institute of Technology Electrical Engineering Department | Master, University of Glasgow Business School, UK |
| Master of Electronic Engineering, KUAS | Department of Telecommunication Engineering, NCTU | Master of Electrical Engineering, KUAS | Department of Electrical Engineering, Southern Taiwan University of Science and Technology | |||
| Department of Electrical Engineering, Kaohsiung Institute of Technology | ||||||
| Work Experience | President of PEC Technology Co., Ltd. | Supervisor of UIS Co., Ltd. | Captain of the Taipei Waterworks Division Engineering Corps | Engineer of JinYing Electronics Co. | Product Manager, Power Electronics Division II, Delta Electronics, Inc. | |
| Chairman of UIS Abler Electronics Co., Ltd. | Deputy Director, Taipei Waterworks Division | Factory Manager, Pingtung Plant, AA Co., Ltd. | ||||
| Chairman of Ablerex Electronics Co., Ltd. | Chairman of the Underground Pipeline Technology Association of R.O.C. | |||||
| Current position | Chairman of Ablerex Electronics Co., Ltd. | Director of Ablerex Electronics Co., Ltd. | Coperate Governance Officer of UIS Co., Ltd. | Honorary Chairman of the Republic of China Underground Pipeline Technology Association, | FAE V.P. of Ablerex Electronics Co., Ltd. | President of Ablerex Electronics Co., Ltd. |
| Director of Ablerex Electronics Co., Ltd. | Director of Z-COM, incl., | Legal Representative of the Corporate Director of Ablerex Electronics Co., Ltd. | Procurement Selection Committee of Public Works Committee of Executive Yuan | Director of Ablerex Electronics Co., Ltd. | ||
| Director, Eco Energy Corporation | Director of Ablerex Electronics Co., Ltd. |
| Candidate of Independent Director | 1 | 2 | 3 |
|---|---|---|---|
| Name | Y.L. Su | J.C. Hsieh | D.W. Ma |
| Number of shares held | - | - | - |
| Education | Ph.D. in System Engineering, Georgia Institute of Technology | Doctor of Philosophy (Ph.D.), Institute of Land Economics, National Chengchi University | LL.M. in Comparative Law, The University of Iowa, USA |
| Master of Computer Science, Southern Illinois University | Master of Arts (M.A.), Institute of Urban Planning, National Chung Hsing (Taipei) University | LL.B., Department of Law, National Taiwan University | |
| Department of Psychology, NTU | Bachelor of Arts (B.A.), Department of Land Economics and Administration, National Chung Hsing (Taipei) University | ||
| Work Experience | Corporate Representative of Arima Communications Corp. | Consultant of Square Development Co., Ltd. | V.P. of Symbio (Headquarters), Inc. |
| Chairman of Arima Lasers Corporation | Consultant of Cin Ly Engineering Consultants, Inc. | V.P. of China Television Company, Ltd. | |
| Independent Director of Z-COM,INC. | Full-time Professor at the Department of Land Management, Feng Chia University | Senior Specialist, Department of International Affairs, Financial Supervisory Commission, Executive Yuan (Taiwan) | |
| CEO of General Energy Solutions Inc. | |||
| CEO of General Administration office, Arima Group | |||
| Current Position | Chairman of Surplux Energy Inc., | Committee Member, land-and-urban related Review Committees of Executive Yuan, or Local Cities and Counties | Independent Director, Antai Biotech Co., Ltd. |
| Director of Z-COM, Inc. | Committee Member, Land Administration Agent Review Committees of Examination Yuan; Drafter, Grader, or Drafter-grader of examination subjects on Land Administration each year, Examination Yuan. | ||
| Independent Director of Ablerex Electronics Co., Ltd. | Independent Director of Ablerex Electronics Co., Ltd. |
Attachment 7: List of Restrictions on
Prohibition of Competition for Directors
(Including Independent Directors)
Candidates
List of Restrictions on Prohibition of Competition for Directors
(Including Independent Directors) Candidates
| Title | Name | concurrent company name and position |
|---|---|---|
| Director | Wen Hsu | Chairman of Ablerex Electronics Co., Ltd. |
| Director of Ablerex Electronics Co., Ltd. | ||
| Director | Y.A. Chen | Director of Ablerex Electronics Co., Ltd. |
| Director of Z-COM, incl., | ||
| Director, Eco Energy Corporation | ||
| Director | L.Y. Pan- | Coperate Governance Officer of UIS Co., Ltd. |
| Representative of the Corporate Director of Ablerex Electronics Co., Ltd. | ||
| Director | S.G. Wang | Honorary Chairman of the Republic of China Underground Pipeline Technology Association |
| Procurement Selection Committee of Public Works Committee of Executive Yuan | ||
| Director of Ablerex Electronics Co., Ltd. | ||
| Director | J.K. Sung | FAE V.P. of Ablerex Electronics Co., Ltd. |
| Director of Ablerex Electronics Co., Ltd. | ||
| Director | M.Z. Huang | President of Ablerex Electronics Co., Ltd. |
| Title | Name | concurrent company name and position |
| --- | --- | --- |
| Independent Director | Y.L. Su | Chairman of Surplux Energy Inc., |
| Director of Z-COM, Inc. | ||
| Independent Director of Ablerex Electronics Co., Ltd. | ||
| Independent Director | J.C. Hsieh | Committee Member, land-and-urban related Review Committees of Executive Yuan, or Local Cities and Counties |
| Committee Member, Land Administration Agent Review Committees of Examination Yuan; Drafter, Grader, or Drafter-grader of examination subjects on Land Administration each year, Examination Yuan. | ||
| Independent Director of Ablerex Electronics Co., Ltd. | ||
| Independent Director | D.W. Ma | Independent Director, Antai Biotech Co., Ltd. |
Ablerex
Attachment 8: Amendment reference table of
Rules and Procedures of Shareholders' Meeting
Rules and Procedures of Shareholders' Meeting
Amendment reference table (CA-016 V10 20260527)
| Amended | Original | Description |
|---|---|---|
| Article 3 | ||
| (Omitted) | ||
| 2. This Corporation 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, Shareholder Meeting Agenda and Meeting Supplementary Materials 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. |
- Before 15 days before the date of the shareholders’ meeting, this Corporation shall 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 this Corporation and the professional shareholder services agent designated place.
(Omitted) | Article 3
(Omitted) -
This Corporation 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, 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.
-
This Corporation 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, if the Company’s paid-up capital at the end of the most recent fiscal year reaches NT$10 billion or more, or more than 30% of the total foreign and Chinese shareholding ratios recorded in its shareholders’ book at the ordinary shareholders’ meeting in the most recent fiscal year, the transmission of electronic files shall be 30 days prior to the ordinary shareholders’ meeting. In addition, before 15 days before the date of the shareholders’ meeting, this Corporation 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 this Corporation and the professional shareholder services agent designated place.
(Omitted) | In compliance with the amendment to Article 6, Paragraph 4 of the "Regulations Governing Content and Compliance Requirements for Shareholders' Meeting Agenda Handbooks of Public Companies," the requirement to disclose information such as the shareholders’ meeting agenda 30 days prior to the annual general meeting has been expanded to all listed and OTC companies. |
| Article 13
(Omitted) - The scrutineers and tellers for the voting on proposals shall be appointed by the Chairman; however, the scrutineers shall be shareholders. If the shareholders’ meeting includes an agenda | Article 13
(Omitted) - The scrutineers and tellers for the voting on proposals shall be appointed by the Chairman; however, the scrutineers shall be shareholders. Vote counting for shareholders meeting | Legal updates |
Ablerex
| Amended | Original | Description |
|---|---|---|
| item for the election of directors where the number of candidates exceeds the number of seats to be filled, an agenda item for the removal of directors, or any agenda item as stipulated in Article 185 or Article 316 of the Company Act, Article 18, Article 27, Article 29, or Article 35 of the Business Mergers and Acquisitions Act, or Article 24, Paragraph 2, Subparagraph 1 or Article 26, Paragraph 2, Subparagraph 1 of the Financial Holding Company Act, it is appropriate for the Chairman to appoint a lawyer, accountant, or public notary to serve as the scrutineer. The person appointed as scrutineer by the Chairman pursuant to the preceding paragraph shall not be responsible for matters related to the voting procedures and shall also not be a director, manager, or employee of the company or its affiliated enterprises. The scrutineer shall supervise the voting and vote-counting process and shall sign the statistical report of the election results. If a scrutineer is appointed in accordance with the preceding paragraph, the minutes of the shareholders' meeting shall record the scrutineer's name and title. 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. (Omitted) | 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. (Omitted) |
Appendix 1: Shareholding of Directors
Shareholding of Directors
- Paid-in Capital and Total Issued Shares:
- The paid-in capital of the company stands at NTD$450,000,000.
-
The total number of issued shares is 45,000,000.
-
Director Shareholding Requirements:
-
According to Article 26 of the Securities and Exchange Act, the directors of the Company must hold a minimum of 3,600,000 shares of nominal stocks.
-
Actual Director Shareholdings:
- As of the share register closed date (Mar 27, 2026) for the shareholders' meeting:
- The total nominal stocks held by the directors amount to 25,406,363 shares.
- This represents 56.46% of the total issued shares.
- The individual shareholdings (shares) of directors are as follows:
Shareholding of Directors
| Position | Name | Current Shareholding (Shares) | Shareholding ratio (%) |
|---|---|---|---|
| Chairman | Steven Hsu | 9,638,177 | 21.42% |
| Director | Y.A. Chen | 2,485,763 | 5.52% |
| Director | UIS Co. Legal person director L.Y. Pan | 13,089,502 | 29.09% |
| Director | S.G. Wang | 0 | 0.00% |
| Director | Tim Sung | 192,921 | 0.43% |
| Director | James Ho | 0 | 0.00% |
| Independent Director | Y.J. Ding | 0 | 0.00% |
| Independent Director | Y.L. Su | 0 | 0.00% |
| Independent Director | J.C. Hsieh | 0 | 0.00% |
Appendix 2: Impact of stock dividend issuance on the Company's business performance and earnings per share
Impact of stock dividend issuance on the Company's business performance and earnings per share :
The surplus distribution proposal to be submitted to the general meeting of shareholders will only allocate cash dividends, without arbitrage and free allotment. In accordance with the "Regulations Governing the Publication of Financial Forecasts of Public companies", the company does not need to disclose the 2026 financial Forecast information, so the relevant information on the impact of changes in business performance, earnings per share and shareholder return on investment is not applicable for it.
Appendix 3: Rules and Procedures of Shareholders' Meeting
| Rules and Procedures of Shareholders' Meeting | Doc. No. | CA-016 | |
|---|---|---|---|
| Date | 2024/6/25 | ||
| Version | 9 |
Article 1
To establish a strong governance system and sound supervisory capabilities for this Corporation'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/TPEx Listed Companies.
Article 2
The rules of procedures for this Corporation'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, this Corporation's shareholders meetings shall be convened by the board of directors.
1-1. Changes the way to convene the shareholders' meeting shall be resolved by the Board of Directors and shall be made no later than sending the notice of the meeting.
1.2 When a company organizes a video meeting of shareholders, it is imperative, unless expressly addressed in the stock affairs management standards of a publicly listed company, that such meetings are explicitly outlined in the Articles of Incorporation. Furthermore, the conduct of video meetings requires prior approval by the board of directors, with a prerequisite attendance of more than two-thirds of the directors. The resolution passed during the video meeting must secure approval from over half of the directors to be implemented. - This Corporation 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, 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.
- This Corporation 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, if the Company's paid-up capital at the end of the most recent fiscal year reaches NT$10 billion or more, or more than 30% of the total foreign and Chinese shareholding ratios recorded in its shareholders' book at the ordinary shareholders' meeting in the most recent fiscal year, the transmission of electronic files shall be 30 days prior to the ordinary shareholders' meeting. In addition, before 15 days before the date of the shareholders' meeting, this Corporation 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 this Corporation and the professional shareholder services agent designated place.
3-1. The Handbook and Supplementary Information for the Meeting referred to in the preceding paragraph shall be provided to shareholders for reference on the day of the shareholders' meeting in following ways:
(1). When the entity shareholders' meeting is convened, it shall be issued at the shareholders' meeting.
(2). When a video-assisted shareholders' meeting is held, it shall be distributed on the place of the shareholders' meeting and transmitted to the video conference platform by electronic files.
(3). When a video shareholders' meeting is held, the electronic file shall be transmitted 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.
-
Election or dismissal of directors, amendments to the articles of incorporation, Capital reduction, application for suspension of public offering, directors' competition permission, surplus capital increase, capital accumulation capital increase, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 of the Company Act, Articles 26-1 and 43-6 of the Securities and Exchange Act, or Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, the main content shall be enumerated and explained in the convening matter, and shall not be raised by an extraordinary motion.
5-1. The general shareholders meeting has stated the full re-election of the directors and the date of appointment. After the re-election of the shareholders meeting is being completed, the meeting may not change its appointment date by extraordinary motion or other ways.
- A shareholder holding 1 percent or more of the total number of issued shares may submit to this Corporation a written proposal for discussion at a regular shareholders meeting. Such proposals, however, are limited to one item only, and no proposal containing more than one item will be included in the meeting agenda. However, the shareholders' proposal is a proposal to urge the company to promote the public interest or fulfill its social responsibility, and the board of directors still has to include it in the proposal. 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.
Shareholders may submit proposed proposals to urge the company to promote the public interest or fulfill its social responsibilities. The procedures shall be limited to one item in accordance with the relevant provisions of Article 172-1 of the Company Law. Any proposal with more than one item may be excluded in the proposal.
-
Prior to the book closure date before a regular shareholders meeting is held, this Corporation shall publicly announce that it will receive shareholder proposals by written or electronic, 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, this Corporation 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 this Corporation and stating the scope of the proxy's authorization.
-
Shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting, and shall deliver the proxy form to this Corporation 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 this Corporation, 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 this Corporation 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 the power of attorney is delivered to the Company, if the shareholder wishes to attend the shareholders' meeting by video conference, he shall notify the Company in writing to revoke the proxy two days before the meeting of the shareholders' meeting. In the event of revocation within the deadline, the voting rights of the proxy representative shall be present and exercised.
Article 5
-
The venue for a shareholders meeting shall be the premises of this Corporation, 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.
-
When the Company convenes a video shareholders' meeting, it shall not be restricted by the place of the meeting mentioned in the preceding paragraph.
Article 6
-
This Corporation shall specify in its Shareholders, Solicitors, Trustees (hereinafter referred to as Shareholders) meeting notices the time during which shareholder 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 shall be accepted and registered on the video platform of the shareholders' meeting 30 minutes before the meeting, and the shareholders who complete the registration shall be deemed to have attended the shareholders' meeting in person.
-
Shareholders shall attend shareholders' meetings based on attendance cards, sign-in cards, or other certificates of attendance. This Corporation 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.
-
This Corporation 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.
-
This Corporation 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, 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.
-
If the shareholders' meeting is convened by video, and the shareholders wish to attend by video, they shall register with the Company two days before the meeting.
-
To convene the video shareholders' meeting, the Company shall upload the handbook of meeting, annual report and other relevant information to the video platform of the shareholders' meeting at least 30 minutes before the meeting, and continue to disclose it until the end of the meeting.
Article 6-1
The Company shall convene a video Shareholders' Meeting and shall specify the following matters in the Notice of the Shareholders' Meeting:
-
Methods for shareholders to participate in video meetings and exercise their rights.
-
The handling of blockages arising from the video conference platform or the participation of video parties due to natural disasters, incidents or other force majeure circumstances includes at least the following matters:
(1) The continuous preceding blockage has not been solved so as to postpone or to continue the meeting, and the date to postpone or to continue the meeting if necessary.
(2) Shareholders who have not registered to participate in the original shareholders' meeting by video shall not participate in the postponing or continuing of the meeting.
(3) If the video-assisted shareholders' meeting cannot be continued, after deducting the number of shares participating in the shareholders' meeting by video, and the total number of shares
present at the shareholders' meeting reaches the statutory quota of the shareholders' meeting, the shareholders' meeting shall continue, and the shareholders participating in the shareholders by video shall be included in the total number of shareholders' shares present, and all the proposals of the shareholders' meeting shall be regarded as abstention.
(4) In the event that the results of all motions have been announced, but no provisional motions have been made, the manner of handling them shall be handled.
- A video shareholders' meeting shall be convened and shall specify the appropriate alternative measures provided to shareholders who may have difficulties participating in the shareholders by video. Except for the situations outlined in Paragraph 6 of Article 44-9 in the Standards for Regulations Governing the Administration of Shareholder Services of Public Companies, shareholders must be furnished with the requisite connection equipment and necessary support. The company is also obliged to specify the timeframe during which shareholders can submit their applications and provide details on other relevant matters pertaining to the process.
Article 7
-
If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the vice chairperson shall act in place of the chairperson; if there is no vice chairperson or the vice chairperson also is on leave or for any reason unable to exercise the powers of the vice chairperson, the chairperson 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 chairperson 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 chairperson of the board in person and attended by a majority of the directors, at least one independent director 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.
-
This Corporation 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
- This Corporation, 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.
-
If the shareholders' meeting is convened by video meeting, the company shall keep records of the shareholders' registration, check in, ask question, voting and vote counting, and record the whole process of the video conference continuously and uninterruptedly.
-
The Company shall properly keep the materials and audio and video recordings mentioned in the preceding paragraph during the period of existence, and provide the audio and video recordings to the person entrusted with the video conference service for preservation.
-
If the shareholders' meeting is convened by video conference, the Company should make audio and video recordings of the back-end operation interface of the video conference platform.
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 and sign-in cards handed in and the number of shares registered on the video conferencing platform 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 such as the number of non-voting rights and the number of shares present will be 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.
-
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. If the shareholders' meeting is convened by video meeting, the Company shall also announce to adjourn the meeting on the video platform of the shareholders' meeting.
-
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. If the shareholders' meeting is convened by video meeting, and the shareholders wish to participate in the meeting by video, they shall re-register with the Company in accordance with Article 6.
- 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 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. Relevant matters (including extempore motions and amendments to the original motions) shall be decided on a case-by-case basis. 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 an 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.
-
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.
-
A video shareholders' meetings is convened and shareholders who participate by video may, after the chairman announces to call the meeting, until the announcement of the adjournment of the meeting, ask questions in words on the video platform of the shareholders' meeting, and not exceed two questions on each proposal are allowed, two hundred words per each and is not applicable for provisions of items 1 to 5.
-
If the questions asked in the preceding paragraph do not violate the provisions or do not exceed the scope of the proposal, it is advisable to disclose the questions on the video platform of the shareholders' meeting.
Article 12
-
Voting at a shareholders meeting shall be calculated based on the number of shares.
-
With respect to resolutions of shareholders meeting, 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 this Corporation, 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, paragraph 2 of the Company Act.
-
When the Corporation 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 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 this Corporation 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 this Corporation 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 by video conference, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to this Corporation, 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 this Corporation'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 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 this Corporation. 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.
-
The Company convenes a video Shareholders' Meeting, and the shareholders who participate by video shall vote on the proposals and the voting on the election proposals through the video platform after the Chairman announces to convene the meeting, and shall complete the voting before the Chairman announces the end of the voting, and shall be deemed to abstain when time out.
-
When the shareholders' meeting is convened by video conference, and the voting and election results shall be counted in one lump sum after the chairman announces the voting.
-
When the Company convenes a video-assisted shareholders' meeting, a shareholder who has registered to attend the shareholders' meeting by video in accordance with Article 6 shall, if he wishes to attend the entity shareholders' meeting in person, shall deregister the registration in the same manner two days before the shareholders' meeting;
-
A person who exercises the right to vote in writing or electronically, without revoking his expression of intent, and participates in the shareholders' meeting by video, shall not exercise the right to vote on the original proposal or propose amendments to the original proposal or to exercise the right to exercise the right to vote on the original proposal except for provisional
motions.
Article 14
-
The election of directors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by this Corporation, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes with which they were elected and the list of failing to be elected directors and supervisors and the number of voting rights obtained.
-
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.
-
This Corporation 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 results (include summary of volts), once if the election for directors, the number of votes for each candidate should be disclosed and shall be retained for the duration of the existence of this Corporation.
-
Where a shareholders' meeting is convened by video, the minutes of the shareholders' meeting shall, in addition to the matters to be recorded in accordance with the preceding provisions, and shall record the time from the beginning of the shareholders' meeting, the method of convening the meeting, the name of the chairman and the minute taker, and the handling method and handling situation of the video conference platform or the participation of the video conference platform or by video in the event of an blockage due to natural disasters, incidents or other force majeure circumstances.
-
The Company shall convene a video shareholders' meeting, besides that in accordance with the provisions of the preceding paragraph, and shall indicate in the proceedings that there will be alternative measures provided by shareholders who have difficulties participating in the shareholders by video.
Article 16
- On the day of a shareholders' meeting, the Corporation shall compile in the prescribed format a statistical statement of the number of shares and the number of shares attended by shareholders in writing or electronically obtained by solicitors through solicitation and the number of shares represented by proxies, and shall make an express disclosure of the same at the place of the
shareholders' meeting. When the shareholders' meeting is convened by video conference, the Company shall upload the above information to the video platform of the shareholders' meeting at least 30 minutes prior to the meeting and continue to disclose it until the end of the meeting.
1.1 When the Company convenes a video Shareholders' Meeting and announces to convene the meeting, the total number of shareholders' shares present shall be disclosed on the video platform. The same shall apply if the total number of shares and voting rights of the shareholders present at the meeting is also counted.
- If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation (or GreTai Securities Market) regulations, this Corporation 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 this Corporation, 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
If the shareholders' meeting is convened by video meeting, the Company shall immediately disclose the voting results of each proposal and the election results on the video platform of the shareholders' meeting in accordance with the regulations after the voting is completed, and shall continue to disclose them for at least 15 minutes after the chairman announces the adjournment of the meeting.
Article 20
When the Company convenes a video shareholders' meeting, the Chairman and the minute taker shall be at the same place, and the Chairman shall announce the address of that place at the time of the meeting.
Article 21
- If the shareholders' meeting is convened by video conference, the Company may provide the shareholders with a simple connection test before the meeting, and provide relevant services in real time before and during the meeting to assist in handling the technical issues of communication.
- If the shareholders' meeting is convened by video meeting, the Chairman shall, at the time of announcing the meeting, separately announce that, besides the matter stipulated in Article 44-20(4) of the Regulations Governing the Administration of Shareholder Services of Public Companies, which does not require an extension or continuation of the meeting, the provisions of Article 182 of the Company Act shall not apply to the date of postponement or renewal of the meeting before the Chairman announces the adjournment of the meeting due to natural disasters, events or other force majeure circumstances that cause blockages to the participation of the video conference platform or by video participation for more than 30 minutes.
- The meeting shall be postponed or renewed in the event of the preceding paragraph, and shareholders who have not registered to participate in the original shareholders' meeting by video shall not participate in the postponement or renewal of the meeting.
- The number of shares, exercised voting rights and voting rights of shareholders who have registered to participate in the original shareholders' meeting by video and completed their registration in accordance with the provisions of subsection 2 shall be included in the total number of shares, voting rights and voting rights of the shareholders present at the original shareholders' meeting.
- When postponing or renewing the shareholders' meeting in accordance with the provisions of paragraph 2, there is no need to repeat the discussion and resolution of the proposal that has completed the voting and counting the votes, and announces the voting results or the list of directors and supervisors elected.
- If the Company convenes a video-assisted shareholders' meeting and in case it cannot be running as paragraph 2, once the total number of shares present deduct the shares in video still reaches the statutory quota for the shareholders' meeting, the shareholders' meeting shall continue and no need to postpone or renew the meeting in accordance with the provisions of paragraph 2.
- In the event of a meeting that should continue in the preceding paragraph, the number of shares present at a shareholders' meeting shall be included in the total number of shares of the shareholders present, but all the proposals of the shareholders' meeting shall be deemed to be abstained.
- The Company shall postpone or renew the meeting in accordance with the provisions of paragraph 2, and shall handle the relevant pre-operations in accordance with the provisions of Item 7 of
Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies, in accordance with the date of the original shareholders' meeting and the provisions of each article.
- For the period specified in the second paragraph of Article 12 and The third paragraph of Article 13 of the Rules for the Use of Power of Attorney by the Company attending the Shareholders' Meeting, and Item 2 of Article 44-5, Article 44-15 and Item 1 of Article 44-17 of the Guidelines for the Handling of Shares of Publicly Issued Stock Companies, the Company shall postpone or renew the date of the shareholders' meeting in accordance with the provisions of Article 2.
Article 22
When the Company convenes a video shareholders' meeting, it shall provide appropriate alternative measures to shareholders who will have difficulties in attending the shareholders by video. Except for the situations outlined in Paragraph 6 of Article 44-9 in the Standards for Regulations Governing the Administration of Shareholder Services of Public Companies, shareholders must be furnished with the requisite connection equipment and necessary support. The company is also obliged to specify the timeframe during which shareholders can submit their applications and provide details on other relevant matters pertaining to the process.
Article 23
These Rules, and any amendments hereto, shall be implemented after adoption by shareholders meetings.
Appendix 4: Articles of Incorporation
| Articles of Incorporation | Doc No. | ||
|---|---|---|---|
| Date | 2025/05/28 | ||
| Version | 20 |
Section I General Provisions
The Corporation shall be incorporated, as a company limited by shares, under the Company Law of the Republic of China, and its name shall be 盈正豫順電子股份有限公司 in Chinese, and ABLEREX ELECTRONICS CO., LTD. in English.
The scope of business of the Corporation shall be as follows:
- CB01020 Office Machines Manufacturing
- CC01010 Electric Power Supply, Electric Transmission and Power Distribution and Machinery Manufacturing
- CB01010 Machinery and Equipment Manufacturing
- CB01990 Other Machinery Manufacturing Not Elsewhere Classified
- CC01060 Wired Communication Equipment and Apparatus Manufacturing
- CC01070 Telecommunication Equipment and Apparatus Manufacturing
- CC01080 Electronic Parts and Components Manufacturing
- CC01110 Computers and Computing Peripheral Equipments Manufacturing
- CE01010 Precision Instruments Manufacturing
- F113010 Wholesale of Machinery
- F113030 Wholesale of Precision Instruments
- F113050 Wholesale of Computing and Business Machinery Equipment
- F113070 Wholesale of Telecom Instruments
- F118010 Wholesale of Computer Software
- F119010 Wholesale of Electronic Materials
- F213030 Retail sale of Computing and Business Machinery Equipment
- F213040 Retail Sale of Precision Instruments
- F213060 Retail Sale of Telecom Instruments
- F213080 Retail Sale of Machinery and Equipment
- F218010 Retail Sale of Computer Software
- F219010 Retail Sale of Electronic Materials
- F401010 International Trade
- I501010 Product Designing
- JA02010 Electric Appliance and Audiovisual Electric Products Repair Shops
- E601010 Electric Appliance Construction
- F113110 Wholesale of Batteries
- F213110 Retail Sale of Batteries
- CC01090 Manufacture of Batteries and Accumulators
- JE01010 Rental and Leasing
- E606010 Power Consuming Equipment Inspecting and Maintenance
- ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
- E602011 Refrigeration and Air Conditioning Engineering
The Corporation shall have its head office in New Taipei (City), Taiwan, Republic of China, to setup representative and branch offices at various locations within and without the territory of the Republic of China, wherever and whenever the Corporation deems it necessary to carry out any or all of its activities by resolution of the board.
For business needs, the Corporation may provide endorsement and guarantee to the other companies. The operations shall be in accordance with the Operational Procedures for Endorsements and Guarantees.
The total amount of the Corporation’s reinvestment shall not be subject to the restriction of not more than forty percent of the Corporation’s paid-up capital as provided in Article 13 of the Company Law. Any matters regarding the reinvestment shall be resolved in accordance with the resolutions of the Board of Directors.
Public announcements of the Corporation shall be made in accordance with the Company Law and other relevant rules and regulations of the Republic of China.
Section II Capital Stock
The total capital stock of the Corporation shall be in the amount of 2,000,000,000 New Taiwan Dollars, divided into 200,000,000 shares, at ten New Taiwan Dollars each, and may be paid-up in installments.
Unissued of the total capital shares, will authorize the Board to issued split.
The share certificates of the Corporation shall all be name-bearing share certificates and must be affixed with the signature or personal seals of the director representing the company. And issued must be in accordance with the Company Law and relevant rules and regulations of the Republic of China.
For the new shares to be issued by this Corporation offering, may print a consolidated share certificate representing the total number of the new shares to be issued at the same time of issue, or may be exempted from printing any share certificate for the shares issued, other securities are the same.
For the shares to be issued in accordance with the provision of the preceding Paragraph, this Corporation shall appoint a centralized securities custody enterprise/ institution to placed, or to make recordation of the issue of such shares.
Registration for transfer of shares shall be suspended sixty (60) days immediately before the date of regular meeting of shareholders, and thirty (30) days immediately before the date of any special meeting of shareholders, or within five (5) days before the day on which dividend, bonus, or any other benefit is scheduled to be paid by the Corporation.
All administration of shareholder services shall follow the “Regulations Governing the Administration of Shareholder Services of Public Companies” unless specified otherwise by law and securities regulations.
The regulation of shareholder services administration shall comply with relevant provisions of the Company Law and relevant rules and regulations of the Republic of China.
Section III Shareholders' Meeting
Shareholders' meetings of the Corporation are of two types, namely: (1) regular meetings and (2) special meetings. Regular meetings shall be convened at least once a year, by the Board of Directors, within six (6) months after the close of each fiscal year. Special meetings shall be convened, by the Board of Directors, in accordance with the relevant laws, rules and regulations of the Republic of China.
Shareholders' meetings convene notice may be given in electronic form, the convene procedure shall follow Article 172 of the Company Act.
When the shareholders' meeting is held, it may be held by video conference or other ways announced by the central competent authority.
When a shareholders meeting is held, if it is a video conference, the shareholders who participate in the meeting by video conference will be deemed to have attended the meeting in person.
If a shareholder is unable to attend a meeting, may appoint a proxy to attend a shareholders' meeting in his/her/its behalf by executing a power of attorney printed by the company stating therein the scope of power authorized to the proxy. Regulations for proxy to attend shall be in accordance with Article 177,177-1 & 177-2 of the Company Act. And operations must be in accordance with Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies.
Each share of stock shall be entitled to one vote. But it had no right to vote, conform restricted or Article 179 of Company Act of the circumstances.
Resolutions at a shareholders' meeting shall, unless otherwise provided for in Company Act, be adopted by a majority vote of the shareholders present, who represent more than one-half of the total number of voting shares.
Resolutions adopted at a shareholders' meeting shall be recorded in the minutes of the meeting, which shall be affixed with the signature or seal of the chairman of the meeting and shall be distributed to all shareholders of the company within twenty (20) days after the close of the meeting.
The preparation and distribution of the minutes of shareholders' meeting as required in the preceding Paragraph may be effected by means of electronic transmission.
With regard to a company offering its shares to the public, the distribution of the minutes of shareholders' meeting as required in Paragraph One of this Article may be effected by means of a public notice.
The minutes of shareholders' meeting shall record the date and place, the number of the shareholders present, total number of shares represented by the shareholders, total number of the voting rights at the meeting, the name of the chairman, the method of adopting resolutions, and a summary of the essential points of the proceedings and the results of the meeting. The minutes shall be kept persistently throughout the life of the company.
The attendance list bearing the signatures of shareholders present at the meeting and the powers of attorney of the proxies shall be kept by the company for a minimum period of at least one year. However, if a lawsuit has been instituted by any shareholder in accordance with the provisions of Article 189 hereof, the minutes of the shareholders' meeting involved shall be kept by the company until the legal proceedings of the foregoing lawsuit have been concluded.
The chairman of the board of directors shall be appointed in accordance with Article 182-1 and Article 208, Paragraph 3 of Company Act.
If this corporation needs to cancel shares have been issued in public, shall to the meeting of shareholders' for review and approval by a resolution, and to file an application with the competent authority. This Article can't be changed whether during the emerging stock period or share have been exchange-listed and OTC-listed.
Section IV Directors and Audit Committee
The Corporation shall have seven to nine directors. The number of directors is authorized by the board of directors for a term of three years. They shall be elected by the shareholders' meeting from among the persons with disposing capacity. If they are re-elected, they may be extended. Until the re-election
of the directors on board. When the directors are short of one-third of the total number of directors, they should be re-elected immediately.
In accordance with the provisions of the Securities Exchange Act, the Company has independent directors in the number of directors in the preceding paragraph, and the number of independent directors is at least three.
If the board chairperson and the general manager or a person holding an equivalent position of the company are the same person or are spouses or relatives within the first degree of kinship, the company shall appoint not less than 4 independent directors by 31 December 2023. However, if the number of board seats exceeds 15, the number of independent directors so appointed shall be not than less than 5, and a majority of the directors may not serve concurrently as an employee or managerial officer. If the company's paid-in capital is less than NT$600 million, however, it is allowed to complete the appointment by 31 December 2025.
Directors (include independent directors) shall be elected by adopting candidate nomination system as specified in Article 192-1 of the Company Act. Independent directors shall be elected in accordance with the rules prescribed by the competent authority of securities.
The total shareholding ratio of all directors of the company shall be handled in accordance with the provisions of the competent securities authority.
The Company's Directors shall be elected through cumulative voting, each share has the same voting rights equal to the number of Directors to be elected, and a shareholder may cast all his/her voting rights to one candidate or among several candidates; those candidates receiving more voting rights shall be elected as Directors.
If there is a need to amend the elect rules about Directors and Supervisors, shall be comply in accordance with Article 172 of Company Act, and shall be enumerated and explained a comparison chart on the newly amended and the old clauses in the notice to convene the shareholders meeting.
In accordance with the provisions of Article 14 paragraph 4 of the Securities Exchange Law, the Company shall set up an audit committee from the time of the re-election of the eighth director. The audit committee shall be composed of all independent directors, the number of which shall not be less than three, one of whom shall be the convener and at least one person should have accounting or financial expertise. The provisions of the Articles of Association, the Securities Exchange Act, the Company Law and other laws for the supervisor are permitted by the Audit Committee. When the audit committee's term of office, powers, rules of procedure, and exercise of powers, the company shall provide resources and other matters, and set the rules of the audit committee.
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 Vice chairman can be elected from each other in the same way. The chairman of the board of directors shall internally preside the shareholders' meeting, the meeting of the board of directors; and shall externally represent the Corporation.
Unless as otherwise provided for in Company Act, the meeting of the board of directors shall be attended by a majority members, the resolution shall be adopted by a majority of the directors at the meeting. The meeting of the board of directors shall be convened by chairman, at least once per quarter.
In case a director appoints another director to attend a meeting of the board of directors in his/her behalf, he/she shall, in each time, issue a written proxy and state therein the scope of authority with reference to the subjects to be discussed at the meeting.
A director may accept the appointment to act as the proxy referred to in the preceding Paragraph of one other director only.
In case a meeting of the board of directors is proceeded by via visual communication network, then the directors taking part in such a visual communication meeting shall be deemed to have attended the meeting in person.
In calling a meeting of the board of directors, a notice setting forth therein the subject(s) to be discussed at the meeting shall be given to each director no later than 7 days prior to the scheduled meeting date. However, in the case of emergency, the meeting may be convened at any time. The notice set forth may be sent it by means of written, e-mail or fax to each director and supervisor.
Power and authority of the board of directors:
- Deliberation the business policy and the long-term develop plan,
- Deliberation and Supervise annual business plan,
- To deliberate the budget and financial statements,
- To deliberate the Corporation has a need to reduce and to increase its capital stock,
- To deliberate the surplus earning distribution or loss off-setting proposals,
- To deliberate the major contracts,
- To deliberate the change of this Article of incorporation,
- To deliberate the organization regulations and major rules of systems of this corporation,
- To deliberate the major capital expenses,
- To deliberate the establishment or withdraw of branch office,
- Appointment and removal of president and vice president of this Corporation,
- To deliberate the major interested party transactions,
- To execute the matters of the resolutions of the shareholders' meeting,
- The other power in accordance with Company Act.
In the course of a director executing his or her duties, this Corporation shall pay the remuneration for it. The remuneration shall be consideration about the level of participation, value of contribution,
industry level of domestic and foreign, will authorize the Board for approval by a resolution.
The Corporation may buy liability insurance for directors. The board of directors may be authorized to resolutions about insure amounts and matters.
Unless otherwise provided for in Company Act and Articles of incorporation, 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. Minutes shall be taken of the proceedings of the meeting of the board of directors, which shall be affixed with the signature or seal of the chairman of the meeting and shall be distributed to all directors of the company within twenty (20) days after the close of the meeting. Minutes with the attendance list bearing the signatures of directors present at the meeting and the powers of attorney of the proxies shall be kept by the company for a minimum period of at least one year. Matters pertaining to election or discharge of directors, shall be described in the shareholders' meeting notice, and shall not be brought up as extemporary motions.
(Be deleted)
Section V Management of the Corporation
The Corporation may nomination one President by chairman. And Corporation President may appoint one or more Vice President(s) or such other officers. Article 29 of Company Act shall apply, mutatis mutandis, to the appointment, discharge and remuneration of all the managerial personnel set forth in the preceding Paragraph.
Section VI Accounting
At the close of each fiscal year, the board of directors shall prepare the following statements and records and shall forward the same to Audit Committee for their auditing not later than the 30th day prior to the meeting date of a general meeting of shareholders:
- The business report;
- The financial statements; and
- The surplus earning distribution or loss off-setting proposals etc.
The board of directors shall submit the various financial statements and records prepared, with the Audit Committee's auditing report for, by it to the general meeting of shareholders for its ratification.
If the Company have surplus earnings after close of fiscal year, shall be according to the performance of the year to set 6 to 10 percent of its reserves as employees' compensation, and not more than 2
percent of it as directors' and supervisors' remuneration. At least 30% of the total employee compensation shall be allocated to frontline employees. However, the company's accumulated losses shall have been covered. The directors' remuneration must be paid in cash.
The Company may, by a resolution adopted by a majority vote at a meeting of board of directors attended by two-thirds of the total number of directors, have the profit distributable as employees' compensation in the preceding two paragraphs distributed in the form of shares or in cash; and in addition thereto a report of such distribution shall be submitted to the shareholders' meeting.
Qualification requirements of employees, including the employees of subsidiaries of the company meeting certain specific requirements.
This Corporation shall not pay dividends or bonuses when there is no profit shall as of the end of the preceding fiscal year. After all taxes and dues have been paid and its losses incurred in previous years have been covered and at the time of allocating surplus profits, first set aside ten percent of such profits as a legal reserve. However when the legal reserve amounts to the Paid-in capital, this shall not apply. Aside from the aforesaid legal reserve, the company may, under this Articles of Incorporation or related Law, set or reversal aside another sum as special reserve. Earnings available for distribution must be including the accumulated undistributed earnings of previous years.
The shareholders' surplus are paid in the form of cash or shares.
The ratio and kind of the profits distribution, shall taking into consideration future funds demand and long-term operational plan factors. After considerations about the corporation operation condition, shall be take care about shareholders' rights, balance dividends policy and funds demand plan, the board of directors to make proposal for distribution of profits to the meeting of shareholders' for adjust and approval by a resolution.
The Company authorizes the board of directors to have a majority resolution with more than two-thirds of the directors. All or part of the surplus would be distributed in cash and reported to the shareholders' meeting.
In case considering the financial, business or operational factors of this Corporation, or there is no profit for distribution in a certain year or even there is a surplus with the amount of earnings is much lower than the actual distribution of the company's previous year's surplus this Corporation 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.
Section VII Supplemental Provisions
In regard to all matters not provided for in these Articles of Incorporation, the Company Act of the
Republic of China shall govern.
The Issue date was on April 16, 1998,
the first Amendment was approved on August 9, 2001,
the second Amendment on March 28, 2002,
the third Amendment on April 12, 2002,
the fourth Amendment on, April 27, 2004
the fifth Amendment on Mar 27, 2007
the sixth Amendment on March 27, 2007
the seventh Amendment on May 22, 2008
the eighth Amendment on May 18, 2009
the ninth Amendment on Nov 17, 2009
the tenth Amendment on May 26, 2010
the eleventh Amendment on Jun 9, 2011
the twelfth Amendment on Jun 18, 2012
the thirteenth Amendment on Jun 23, 2014
the fourteenth Amendment on June 21, 2016
the fifteenth Amendment of Jun 18, 2019
the sixteenth Amendment of Aug 18, 2021
the seventeenth Amendment of Jun 23, 2022
the eighteenth Amendment of June 27, 2023
the nineteenth Amendment of June 25, 2024
the twentyth Amendment of May 28, 2025
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