AI assistant
ACES — AGM Information 2026
May 22, 2026
52353_rns_2026-05-22_94b16c93-1d68-44f4-bfcd-74a07d8f8513.pdf
AGM Information
Open in viewerOpens in your device viewer
Stock Code: 3605

ACES ELECTRONICS CO., LTD.
2026 Annual Shareholders’ Meeting
Meeting Handbook
June 23, 2026
Content
Page
I. Meeting Procedure 1
II. Meeting Agenda 2
1. Report Items 3
2. Proposals Items 4
3. Discussion Items 5
4. Extemporary Motion 5
5. Adjournment 5
III. Annex
1. Business Report 6
2. Audit Committee’s Review Report 9
3. Accountant Audit Report and 2025 Financial Statements 10
4. Profit Distribution Table for 2025 26
5. Comparison Table of Amendments to the Articles of Association 27
6. Comparison Table of Amendments to the Regulations Governing the Issuance of Restricted Employee Shares for the Year 2024 28
IV. Appendix
1. Rules of Procedure for Shareholders’ Meeting 30
2. Articles of Association 34
3. Shareholdings of All Directors 39
1
ACES ELECTRONICS CO., LTD.
2026 Annual Shareholders’ Meeting
Meeting Procedure
- Call the Meeting to Order
- Chairman Remarks
- Report Items
- Proposals Items
- Discussion Items
- Extemporary Motions
- Adjournment
2
ACES ELECTRONICS CO., LTD.
2026 Annual Shareholders’ Meeting
Meeting Agenda
Type of Meeting: Physical Meeting
Time: June 23, 2026 (Tuesday) at 9:00 am
Location: 2F, No. 8, Shuzih Road, Zhongli District, Taoyuan City
(Nice Hall, South Garden Hotels and Resorts)
I. Report on attending shares of shareholders and call the Meeting to Order
II. Chairman Remarks
III. Report Items
1. 2025 Business Report
2. Audit Committee's Review Report on the 2025 Financial Statements
3. Report on employee and director remuneration distribution for 2025
4. Report on cash dividend distribution from surplus in 2025
5. Report on the fourth domestic unsecured convertible corporate bond issuance
IV. Proposals Items
1. Adoption of 2025 Business Report and Financial Statements
2. Adoption of the Proposal for Distribution of 2025 Profits
V. Discussion Items
1. Proposal to amend the Articles of Association
2. Proposal to amend the Regulations Governing the Issuance of Restricted Employee Shares for the Year 2024
VI. Extemporary Motions
VII. Adjournment
Report Items
- 2025 Business Report
Explanation: For the business report, please refer to Annex 1 on page 6-8 of this handbook.
- Audit Committee's Review Report on the 2025 Financial Statements
Explanation: For Audit Committee's Review Report, please refer to Annex 2 on page 9 of this handbook.
- Report on employee and director remuneration distribution for 2025.
Explanation: On March 11, 2026, the Company's Board of Directors approved employee remuneration for 2025 totaling NT$38,155,886 and director remuneration totaling NT$18,806,906, all of which will be paid in cash.
- Report on cash dividend distribution from surplus in 2025.
Explanation:
(1) In accordance with Article 25 of the Company's Articles of Association, the Board of Directors is authorized to resolve that all or part of the dividends and bonuses to be distributed shall be distributed in cash and report to the Shareholders' Meeting.
(2) On March 11, 2026, the Board of Directors of the Company approved the distribution of earnings for 2025, distributing a cash dividend of NT$276,000,246, or NT$1.68 per share, until the dividend is equal to NT$1. Any fraction less than NT$1 will be included in the Company's other income.
(3) When the number of outstanding shares of the Company changes, resulting in a change in the dividend rate, the Chairman is authorized to adjust it. The dividend base date, payment date or other related matters regarding cash dividends are authorized to be determined by the Chairman.
- Report on the issuance of the fourth domestic unsecured convertible corporate bonds.
Explanation:
(1) In order to fulfill the needs of repaying the bank loans and boosting operational capital, the Company issued the fourth domestic unsecured convertible corporate bonds on December 22, 2025. The maximum issuance amount is 10,000 units, with a par value of NT$100,000 per unit. The issuance period is three years, and the total par value shall not exceed NT$1 billion. The bonds will be issued at 100.5%–102% of par value. This issuance has been declared effective by the Financial Management Certificate Issued No. 1143694351 dated January 19, 2026.
(2) In view of the uncertain outlook of the international economic environment and the resulting volatility in the domestic securities market, and in order to safeguard shareholders' interests and ensure the successful completion of the fundraising, the Company applied to the Financial Supervisory Commission for a three-month extension of the offering period for the Fourth Domestic Unsecured Convertible Bonds. The extension was acknowledged and approved for recording by the Financial Management Certificate Issued No. 1150337194 dated March 24, 2026, with the offering period extended to July 18, 2026.
(3) As of the date of printing of this handbook (May 8, 2026), the bonds have not yet been issued. Should the relevant matters concerning the bond issuance be finalized before the 2026 Annual General Shareholders' Meeting, the Company will report them at that meeting.
Proposals Items
- Adoption of 2025 Business Report and Financial Statements. (Proposed by the Board of Directors)
Explanation:
(1) The Company's 2025 Financial Statements were reviewed and certified by Chi Meng-Chun and Yang Shu-Chih, accountants at the CPA firm of KPMG, and an audit report has been issued.
(2) The above-mentioned “Financial Statements” and “2025 Annual Business Report” have been audited by the Audit Committee and an audit report has been issued.
(3) For the 2025 Business Report, Independent Auditors’ Report and Financial Statements, please refer to Annex 1 on page 6~8 and Annex 3 on page 10~25 of this handbook.
(4) The proposal is submitted for Ratification.
Resolution:
- Adoption of the Proposal for Distribution of 2025 Profits. (Proposed by the Board of Directors)
Explanation:
(1) In accordance with the provisions of the Company’s "Articles of Association", a profit distribution table for 2025 is proposed. (Please refer to Annex 4 on page 26 of this handbook.)
(2) This profit distribution proposal has been audited by the Audit Committee and an audit report has been issued.
(3) The proposal is submitted for Ratification.
Resolution:
5
Discussion Items
- Proposal to amend the Articles of Association (Proposed by the Board of Directors)
Explanation:
(1) To meet the Company’s business development needs, the Company's Articles of Association are to be amended.
(2) For a comparison table of the revised articles of the Articles of Association, please refer to Annex 5 on page 27 of this handbook.
(3) Please discuss this amendment.
Resolution:
- Proposal to amend the Regulations Governing the Issuance of Restricted Employee Shares for the Year 2024 (Proposed by the Board of Directors)
Explanation:
(1) To motivate employees and meet operational needs, the Regulations Governing the Issuance of Restricted Employee Shares for the Year 2024 are to be amended.
(2) For a comparison table of the revised articles of the Regulations Governing the Issuance of Restricted Employee Shares for the Year 2024, please refer to Annex 6 on page 28 of this handbook.
(3) Please discuss this amendment.
Resolution:
Extemporary Motions
Adjournment
Annex 1.
ACES ELECTRONICS CO., LTD. 2025 Business Report
First of all, on behalf of the management team of ACES Electronics Co., Ltd., I would like to express our sincere gratitude to all shareholders for the unwavering support and concern for the company over the years. Although the global economy has entered a period of recovery, ongoing geopolitical tensions and trade-technology frictions continue to disrupt, accelerating the trend toward regionalized supply chains. Meanwhile, driven by the explosive growth of AI applications and 5G communication technologies, robust demand for servers has emerged as a new engine of economic momentum, prompting a profound restructuring of the global electronics industry landscape.
In response to these industry shifts, the Company is actively transforming from a traditional electronic product design and manufacturing provider into a system-level and modular development partner that collaborates closely with customers. At the same time, by integrating the Group's technological resources, the Company has achieved breakthrough progress in high-speed data transmission for AI and high-current power delivery. With the official inauguration of the "Taiwan Precision Engineering R&D Headquarters", the Company has reached a new milestone in advanced manufacturing, enhancing its ability to flexibly meet the demands of global regional deployment.
Looking ahead to 2026, the global macro economy is expected to remain volatile, and the Company will continuously observe the industrial trend and address challenges in a prudently optimistic attitude. We expect that, with continued efforts to strengthen product research and development, optimize production efficiency, and adopt a diversified market strategy, we are confident that it will continue to strengthen our competitiveness, achieve stable earnings growth, and deliver sustainable long-term value to shareholders."
In terms of implementation results of the business plan
In terms of consolidated financial statements for 2025, the consolidated net operating revenue amounted to NT$10.86 billion, consolidated operating net profit was NT$597 million, consolidated pre-tax net profit was NT$815 million, and consolidated net profit for the current period was NT$661 million (attributable to the net profit of the parent company's shareholders), translating to basic earnings per share after tax of NT$4.35.
Unit: NT$ Thousands
| Item | 2025 | 2024 | Annual increase/decrease rate |
|---|---|---|---|
| Consolidated Net Revenue from Operations | 10,859,557 | 9,770,897 | 11.14% |
| Consolidated Profit from Operations | 596,596 | 278,480 | 114.23% |
| Consolidated Profit before Income Tax | 814,749 | 387,213 | 110.41% |
| Consolidated Profit for the year | 661,225 | 344,355 | 92.02% |
| Net Profit Attributable to Shareholders of the Parent | 661,186 | 344,060 | 92.17% |
The Company did not formally prepare financial forecasts for 2025. However, based on the Company's internal operating plan, the actual shipment amount for 2025 achieved $90\%$ of the original target, and the overall revenue increased by $11\%$ compared to the previous year.
In terms of financial balance and profitability
| Item | 2025 | 2024 | |
|---|---|---|---|
| Return on Assets | 5.09% | 3.30% | |
| Return on Equity | 9.18% | 5.87% | |
| Profit Ratio of Paid up Capital | Profit from Operations | 36.42% | 18.72% |
| Profit before Income Tax | 49.74% | 26.03% | |
| Net Profit Margin | 6.08% | 3.52% | |
| Earnings per Share (NT$) | NT$4.35 | NT$2.51 |
In terms of research and development
To address the demands of the next-generation electronics industry, the Company has established "high speed, high frequency, and high power" as the core axis of its technology development. In terms of product strategy, the Company continues to push the limits of connector miniaturization (fine pitch and low profile) while enhancing high-performance transmission capabilities. Its cable solutions comprehensively cover high-margin markets, including AI server racks, intelligent automotive applications, and industrial-grade power transmission.
The Company's core R&D competitiveness lies in "agile development" and a "high degree of customization". Through optimized R&D processes, the Company can respond rapidly to market changes and collaborate closely with customers during Early Design-in stages, providing one-stop solutions ranging from connectors to cable assemblies. Supported by the expansion of its overseas strategic presence, the Company has successfully penetrated the supply chains of leading global enterprises, not only enhancing product value-added but also laying a solid foundation for long-term growth, continuously achieving high growth goals.
This year's business plan, business policy and future outlook
The Company has always adhered to the concept of "knowledge, vision, value, attitude, commitment, and execution", with integrity as the cornerstone of its operations. The Company is committed to enhancing overall Group operation effectiveness. To execute its long-term strategic objectives, the Company focuses on maximizing value creation in each business unit while positioning both international markets and Mainland China as dual engines of expansion. Currently, the Company's sales and marketing strongholds span across the United States, Japan, Germany, the Philippines, Vietnam, and Singapore. Through localized engagement, the Company continues to deepen market penetration among target customers. Amid surging demand for AI computing, high-speed transmission, and new energy vehicles, the Company will further expand its global market share through ongoing technological innovation and market development.
Regarding products, the Company is dedicated to providing integrated solutions across consumer electronics, automotive electronics, cloud servers, and industrial control applications. Its product line extends from core connectors and cable assemblies to electromagnetic shielding components, precision mechanical parts, external casings, and even system-level assembly and testing services. By delivering high-value-added "one-stop solutions," the Company continues to strengthen its growth momentum.
In terms of manufacturing strategies, following the completion of the “Taiwan Precision Engineering R&D Headquarters” in the first quarter of 2025, the facility officially entered a phase of full capacity release in 2026, serving as a flagship base for advanced product development and automated manufacturing. Supported by robust production capacity across Taiwan, Mainland China (Kunshan, Dongguan, and Zhuhai), the Philippines, and Vietnam, the Company is accelerating the promotion of automation and lean manufacturing processes. These efforts have not only significantly optimized the cost structure but also enhanced the Company’s resilience in responding to shifts in global regionalized supply chains, thereby reinforcing its position as a preferred supplier to leading international enterprises.
Looking forward to this year (2026), the Company will leverage its strong R&D foundation and flexible global operations to respond prudently to evolving conditions while pursuing profit growth. We remain fully committed to achieving our annual operating targets and advancing toward our vision of becoming a leading global brand in the connectivity industry.
Finally, we hope that all shareholders can continue to give encouragement and guidance to the management team by upholding the love and support for the Company in the future. Wishing you all good health and all the best.
Chairman: Yuan Wan-Ting
General Manager: Huang Tien-Fu
Accounting Supervisor: Lee Shu-Yun
8
Annex 2.
ACES ELECTRONICS CO., LTD.
Audit Committee’s Review Report
The Board of Directors has submitted the Company's 2025 business report, financial statements, and proposal for profit distribution, in which the financial statements were audited by CPAs Chi Meng-Chun and Yang Shu-Chih of KPMG, and an audit report has been issued. The business report referred to in the preceding paragraph, financial statement and proposal for profit distribution have been completed the deliberation by the Audit Committee and found there is no discrepancy. Reported above in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, please verify.
Sincerely,
The 2026 Annual Shareholders’ Meeting of the Company
Audit Committee Convener: Hong Kuo-Ching
March 11, 2026
Annex 3.
Independent Auditors' Report
To the Board of Directors of ACES Electronics Co., Ltd.:
Opinion
We have audited the consolidated financial statements of ACES Electronics Co., Ltd. And its subsidiaries (the ACES Group), which comprise the consolidated balance sheets as of December 31, 2025 and 2024, the consolidated statements of comprehensive income, consolidated statements of changes in equity, and consolidated statements of cash flows for the years ended December 31, 2025 and 2024, and notes to the parent company consolidated financial statements including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the ACES Group as of December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for each of 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 Auditing and Attestation of Financial Statements by Certified Public Accountants and the 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 ACES Group in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.
Description of key audit matter
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.
- Revenue Recognition
Please refer to Notes 4(16) to the consolidated financial statements for the accounting policy on operating revenue; and refer to Notes 6(20) for disclosures relating to revenue. Description of key audit matter:
ACES Groups engage mainly in processing, manufacturing and sales of connectors, connector sets and other electronic components. Revenue recognized close to the balance sheet date carries a risk of not being recorded in the correct period. Therefore, the assessment for recognition of sales revenue is one of the key evaluation matter when we audit the Groups’ financial statements.
How the matter was addressed in our audit:
In relation to the key audit matter above, our principal audit procedures included:
- We understood the major revenue types, contract terms and transaction conditions, and assessed whether the timing of revenue recognition is appropriate.
- We examined contracts with major customers, and evaluated the internal controls over shipping operations and revenue recognition processes.
- We selected shipments from a certain period before and after the balance sheet date, and verified relevant supporting documents to determine whether sales revenue has been recognized in the appropriate period of the financial statements.
Other matter
ACES Electronics Co., Ltd. has additionally prepared its parent-company-only financial statements as of and for the years ended December 31, 2025 and 2024, on which we have issued an unmodified audit opinion.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the IFRS, IAS, IFRIC, SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing ACES 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 ACES Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (inclusive of the Audit Committee) from ACES Group is responsible for overseeing the Company’s financial reporting process.
11
Auditors' Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
- Identified and assessed 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.
- Obtained 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 ACES Group and its subsidiaries' internal control.
- Evaluated the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
- Concluded 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 ACES Group's 'ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the ACES Group to cease to continue as a going concern.
- Evaluated 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.
- Obtained sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Company 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 communicated 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 identified during our audit.
12
We also provided those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicated 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 determined those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors' report are Chi, Meng-Chun and Yang, Shu-Chih.
KPMG
Financial Supervisory Commission
Approved-certified No.: Jin-Guan-Certificate -6 No.1140131922
Approved-certified No.: Jin-Guan-Certificate No.1040003949
Taipei, Taiwan (Republic of China)
March 11, 2026
Notes to Readers
The accompanying parent company only financial statements are intended only to present the financial position, financial performance, and cash flows in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers. The standards, procedures, and practices to audit such parent company only financial statements are those generally accepted and applied in the Republic of China.
13
ACES Electronics Co., Ltd. and Subsidiaries
Consolidated Financial Statements
December 31, 2025 and 2024
(Expressed in thousands of New Taiwan dollars)
Assets
Current assets :
1100 Cash and cash equivalents (Note 6(1))
1110 Financial assets at fair value through profit or loss - current (Note 6(2))
1150 Notes receivable, net (Note 6(3)(20))
1160 Notes receivable – related parties, net (Note 6(3), (20), and 7)
1170 Accounts receivable, net (Note 6(3), (20))
1180 Net trade receivable from related parties (Note 6(3), (20), and 7)
1200 Other receivables (Note 6(3))
1212 Other receivables- related parties – others (Note 6(3) and 7)
1310 Inventories (Note 6(4))
1410 Prepayments
1470 Other current assets (Note 6(1))
Total current assets
Non-current assets :
1510 Financial assets at fair value through profit or loss - non-current (Note 6(2))
1517 Financial assets at fair value through other comprehensive income- non-current (Note 6(2))
1550 Investments in equity-accounted investees (Note 6(5))
1600 Property, plant and equipment (Note 6(7), 7 and 8)
1755 Right-of-use assets (Note 6(8) and 7)
1760 Investment properties, net (Note 6(9) and 8)
1780 Intangible assets (Note 6(10))
1915 Prepayment for equipment
1840 Deferred tax assets
1990 Other non-current assets - others(Note 6(7) and (10))
Total non-current assets
| December 31, 2025 | December 31, 2024 |
|---|---|
| Amount | % |
| $ 2,483,422 | 17 |
| 70,206 | - |
| 37,919 | - |
| 4,337 | - |
| 2,917,513 | 20 |
| 35,255 | - |
| 335,513 | 2 |
| - | - |
| 1,435,800 | 10 |
| 94,949 | 1 |
| 90,792 | 1 |
| 7,505,706 | 51 |
| 167,308 | 1 |
| 33,284 | - |
| 328,254 | 2 |
| 4,870,772 | 33 |
| 542,765 | 5 |
| 667,384 | 4 |
| 140,026 | - |
| 387,324 | 3 |
| 70,314 | - |
| 136,280 | 1 |
| 7,343,711 | 49 |
Liabilities and Equity
Current liabilities :
2100 Short-term borrowings (Note 6(11) and 8)
2120 Financial liabilities at fair value through profit or loss - current (Note 6(2))
2150 Notes payable
2170 Accounts payable
2180 Accounts payable to related parties (Note 7)
2180 Other payables (Note 6(6))
2200 Other payables to related parties (Note 7)
2280 Lease liabilities - current (Note 6(14) and 7)
2230 Current tax liabilities
2322 Current installments of long-term borrowings (Note 6(12) and 8)
2399 Other current liabilities - others
Total current liabilities
Non-current liabilities :
2530 Bonds payable (Note 6(13))
2540 Long-term borrowings (Note 6(12) and 8)
2570 Deferred tax liabilities
2580 Lease liabilities - non-current (Note 6(14) and 7)
2600 Other non-current liabilities (Note 6(15))
Total non-current liabilities
Total liabilities
Equity attributable to shareholders of the parent (Note 6(17)):
3110 Common stock
3140 Capital collected in advance
3170 Share capital awaiting retirement
Total share capital
3200 Capital surplus
Retained earnings :
3310 Legal Reserve
3320 Special Reserve
3350 Unappropriated earnings
3410 Other equity:
Exchange differences on translation of the Financial Statements foreign operations
3460 Gain on property revaluation
3491 Unearned employees' remunerations
36XX Total equity attributable to shareholders of the parent
36XX Non-controlling interests
Non-controlling interests
Total liabilities and equity
| December 31, 2025 | December 31, 2024 |
|---|---|
| Amount | % |
| $ 794,000 | 5 |
| 42 | - |
| 3,001 | - |
| 2,012,544 | 14 |
| 220 | - |
| 875,679 | 6 |
| 1,166 | - |
| 76,359 | 1 |
| 46,541 | - |
| 119,377 | 1 |
| 86,617 | 1 |
| 129,053 | 1 |
| 4,015,546 | 28 |
| 131,678 | 1 |
| 2,062,140 | 14 |
| 418,698 | 3 |
| 48,969 | - |
| 238,160 | 1 |
| 2,899,645 | 19 |
| 6,915,191 | 47 |
| 1,623,531 | 11 |
| 14,317 | - |
| - | - |
| 1,637,848 | 11 |
| 2,200,744 | 15 |
| 760,756 | 5 |
| 16,810 | - |
| 3,140,721 | 21 |
| 3,918,287 | 26 |
| 35,894 | - |
| 243,632 | 2 |
| (103,012) | (1) |
| 176,514 | 1 |
| 7,933,393 | 53 |
| 833 | - |
| 7,934,226 | 53 |
| $ 14,849,417 | 100 |
15
ACES ELECTRONICS CO., LTD. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
For the years ended December 31, 2025 and 2024
(Expressed in thousands of New Taiwan dollars, except for Earnings per share)
| 2025 | 2024 | ||||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Operating Revenue (Note 6(20) and 7): | |||||
| 4100 | Net sales revenue | $ 10,357,115 | 95 | 9,372,538 | 96 |
| 4800 | Other operating revenue | 502,442 | 5 | 398,359 | 4 |
| Net revenue from operations | 10,859,557 | 100 | 9,770,897 | 100 | |
| 5000 | Operating costs (Note 6(4), (14), (15), and 7) | 8,035,876 | 74 | 7,449,095 | 76 |
| Gross profit | 2,823,681 | 26 | 2,321,802 | 24 | |
| Operating expenses (Note 6(6), (14), (15), (18), (21), and 7): | |||||
| 6100 | Selling expenses | 620,630 | 6 | 592,672 | 6 |
| 6200 | General and administrative expenses | 973,157 | 9 | 860,976 | 9 |
| 6300 | Research and development expenses | 615,275 | 6 | 592,518 | 6 |
| 6450 | Expected credit loss (reversal gain) (Note 6(3)) | 18,023 | - | (2,844) | - |
| Total operating expenses | 2,227,085 | 21 | 2,043,322 | 21 | |
| Profit from operations | 596,596 | 5 | 278,480 | 3 | |
| Non-operating income and expenses: | |||||
| 7100 | Interest income | 30,595 | - | 41,901 | - |
| 7010 | Other income | 143,981 | 1 | 153,980 | 2 |
| 7020 | Other gains and losses (Note 6(5) and (22)) | 159,707 | 1 | 24,022 | - |
| 7050 | Finance costs (Note 6(14) and (22)) | (79,015) | - | (103,543) | (1) |
| 7060 | Share of profit of equity-accounted investees(Note 6(5)) | (37,115) | - | (7,627) | - |
| Total non-operating income and expenses | 218,153 | 2 | 108,733 | 1 | |
| 7900 | Profit before income tax | 814,749 | 7 | 387,213 | 4 |
| 7950 | Less: income tax expenses (gains) (Note 6(16)) | 153,524 | 1 | 42,858 | 1 |
| Profit for the year | 661,225 | 6 | 344,355 | 3 | |
| 8300 | Other comprehensive income: | ||||
| 8310 | Items that will never be reclassified to profit or loss | ||||
| 8311 | Remeasurement of defined benefit plans | (3,515) | - | 3,207 | - |
| 8312 | Revaluation surplus on properties (Note 6(7)(9)) | 263,017 | 2 | - | - |
| 8349 | Less: Income tax related to non-reclassified items (Note 6(16)) | 52,604 | - | - | - |
| Total items that will never be reclassified to profit or loss | 206,898 | 2 | 3,207 | - | |
| 8360 | Items that are or may be reclassified subsequently to profit or loss | ||||
| 8361 | Exchange differences on translation to the presentation currency | 2,974 | - | 209,009 | 2 |
| 8399 | Less: Income tax related to items that may be reclassified(Note 6(16)) | (6,581) | - | 41,802 | - |
| Total items that are or may be reclassified subsequently to profit or loss | 9,555 | - | 167,207 | 2 | |
| 8300 | Total other comprehensive income(net of tax) for the year | 216,453 | 2 | 170,414 | 2 |
| Total comprehensive income for the year | $ 877,678 | 8 | 514,769 | 5 | |
| Net profit attributable to: | |||||
| 8610 | Shareholders of the parent | $ 661,186 | 6 | 344,060 | 3 |
| 8620 | Non-controlling interests | 39 | - | 295 | - |
| $ 661,225 | 6 | 344,355 | 3 | ||
| Total comprehensive income attributable to: | |||||
| 8710 | Shareholders of the parent | $ 877,655 | 8 | 514,380 | 5 |
| 8720 | Non-controlling interests | 23 | - | 389 | - |
| $ 877,678 | 8 | 514,769 | 5 | ||
| Earnings per share (NT$, Note 6(19)) | |||||
| 9750 | Basic earnings per share | $ 4.35 | 2.51 | ||
| 9850 | Diluted earnings per share | $ 4.04 | 2.34 |
ACES ELECTRONICS CO., LTD. AND SUBSIDIARIES
Consolidated Statements of Changes in Equity
For the years ended December 31, 2025 and 2024
(Expressed in thousands of New Taiwan dollars)1
| Equity Attributable to Shareholders of the parent | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share Capital | Retained earnings | Other equity interests | Equity Attributable to Shareholders of the parent | |||||||||||
| Common stock | Capital collected in advance | Share capital awaiting retirement | Capital surplus | Legal reserve | Special reserve | Undistributed surplus earnings | Difference on translation of financial statements of foreign operations | Gains on property revaluation | Unearned employees' remuneration | Treasury shares | Non-controlling interests | Total equity | ||
| Balance at January 1, 2024 | 1,344,177 | - | - | 993,270 | 726,030 | 62,371 | 2,236,482 | (140,790) | 33,219 | - | - | 5,254,759 | 1,745 | 5,256,504 |
| Appropriation of earnings : | ||||||||||||||
| Special Reserve | - | - | - | - | - | 54,516 | (54,516) | - | - | - | - | - | - | - |
| Profit for the year | - | - | - | - | - | - | 344,060 | - | - | - | - | 344,060 | 295 | 344,355 |
| Other comprehensive income | - | - | - | - | - | - | 3,207 | 167,113 | - | - | - | 170,320 | 94 | 170,414 |
| Total comprehensive income for the year | - | - | - | - | - | - | 347,267 | 167,113 | - | - | - | 514,380 | 389 | 514,769 |
| Equity components – stock options recognized arising from issue of convertible bonds | - | - | - | 54,866 | - | - | - | - | - | - | - | 54,866 | - | 54,866 |
| Conversion of convertible bonds | 57,100 | 68,570 | - | 470,318 | - | - | - | - | - | - | - | 595,988 | - | 595,988 |
| Issuance of restricted shares to employees | 17,480 | - | - | 66,074 | - | - | - | - | - | (66,074) | - | 17,480 | - | 17,480 |
| Forfeiture of restricted shares | - | - | (210) | (794) | - | - | - | - | - | 794 | - | (210) | - | (210) |
| Changes in ownership of subsidiary equity | - | - | - | 2,681 | - | - | - | - | - | - | - | 2,681 | (1,324) | 1,357 |
| Compensation cost of share-based payments | - | - | - | - | - | - | - | - | - | 21,216 | - | 21,216 | - | 21,216 |
| Balance at December 31, 2024 | 1,418,757 | 68,570 | (210) | 1,586,415 | 726,030 | 116,887 | 2,529,233 | 26,323 | 33,219 | (44,064) | - | 6,461,160 | 810 | 6,461,970 |
| Appropriation of earnings : | ||||||||||||||
| Legal Reserve | - | - | - | - | 34,726 | - | (34,726) | - | - | - | - | - | - | - |
| Reversal of Special Reserve | - | - | - | - | - | (100,077) | 100,077 | - | - | - | - | - | - | - |
| Cash dividend distributed to shareholders | - | - | - | - | - | - | (111,534) | - | - | - | - | (111,534) | - | (111,534) |
| Profit for the year | - | - | - | - | - | - | 661,186 | - | - | - | - | 661,186 | 39 | 661,225 |
| Other comprehensive income | - | - | - | - | - | - | (3,515) | 9,571 | 210,413 | - | - | 216,469 | (16) | 216,453 |
| Total comprehensive income for the year | - | - | - | - | - | - | 657,671 | 9,571 | 210,413 | - | - | 877,655 | 23 | 877,678 |
| Conversion of convertible bonds | 224,392 | (54,253) | - | 662,012 | - | - | - | - | - | - | - | 832,151 | - | 832,151 |
| Issuance of restricted shares to employees | 22,520 | - | - | 121,608 | - | - | - | - | - | (121,608) | - | 22,520 | - | 22,520 |
| Forfeiture of restricted shares | (638) | - | 210 | (1,482) | - | - | - | - | - | 1,482 | - | (428) | - | (428) |
| Repurchase of treasury shares | - | - | - | - | - | - | - | - | - | - | (213,286) | (213,286) | - | (213,286) |
| Cancellation of treasury shares | (41,500) | - | - | (171,786) | - | - | - | - | - | - | 213,286 | - | - | - |
| Changes in ownership of subsidiary equity | - | - | - | 3,977 | - | - | - | - | - | - | - | 3,977 | - | 3,977 |
| Compensation cost of share-based payments | - | - | - | - | - | - | - | - | - | 61,178 | - | 61,178 | - | 61,178 |
| Balance at December 31, 2025 | $ 1,623,531 | 14,317 | - | 2,200,744 | 760,756 | 16,810 | 3,140,721 | 35,894 | 243,632 | (103,012) | 7,933,393 | 7,933,393 | 833 | 7,934,226 |
ACES ELECTRONICS CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended December 31, 2025 and 2024
(Expressed in thousands of New Taiwan dollars)
| 2025 | 2024 | |
|---|---|---|
| Cash flows from operating activities: | ||
| Profit before income tax | $ 814,749 | 387,213 |
| Adjustments : | ||
| Adjustments to reconcile profit | ||
| Depreciation expense | 668,658 | 661,212 |
| Amortization expense | 50,368 | 78,333 |
| Expected credit loss (reversal gain) | 18,023 | (2,844) |
| Net gain on financial assets at fair value through profit or loss | (8,636) | (3,546) |
| Interest expense | 79,015 | 103,543 |
| Interest income | (30,595) | (41,901) |
| Compensation costs of share-based payments | 61,178 | 21,216 |
| Share of loss of equity-account investees | 37,115 | 7,627 |
| Gain on disposals of property, plant and equipment | (8,191) | (792) |
| Gain on disposals of equity-account investees | (323,287) | (17,566) |
| Gain on investment property revaluation | (7,802) | (7,505) |
| Other adjustments | 53,114 | 54,891 |
| Total adjustments to reconcile profit | 588,960 | 852,668 |
| Changes in operating assets and liabilities : | ||
| Net changes in operating assets : | ||
| Notes receivable | 35,277 | (26,254) |
| Notes receivable from related parties | 484 | (4,821) |
| Accounts receivable | 37,450 | (752,628) |
| Accounts receivable from related parties | (6,320) | (3,513) |
| Other receivables | (63,940) | 177,046 |
| Other receivables from related parties | 29 | 499 |
| Inventories | (42,251) | (189,454) |
| Prepaid expenses | (15,608) | 7,681 |
| Other current assets | 49,785 | (42,838) |
| Total net changes in operating assets | (5,094) | (834,282) |
| Net changes in operating liabilities : | ||
| Notes payable | 2,834 | (1,701) |
| Accounts payable | 52,763 | 552,920 |
| Accounts payable to related parties | (504) | 659 |
| Other payables | (25,106) | 125,320 |
| Other payables to related parties | 358 | (5) |
| Other current liabilities | (46,592) | 4,936 |
| Net defined benefit liabilities | 1,965 | 5,318 |
| Other non-current liabilities | (345) | (104,007) |
| Total net changes in operating liabilities | (14,627) | 583,440 |
| Total adjustments | 569,239 | 601,826 |
| Cash generated from operations | 1,383,988 | 989,039 |
| Interest received | 30,595 | 41,901 |
| Interest paid | (67,435) | (77,849) |
| Income tax (paid) refunded | (137,231) | 17,459 |
| Net cash provided by operating activities | 1,209,917 | 970,550 |
| Cash flows from investing activities : | ||
| Acquisitions of financial assets at fair value through other comprehensive income | (9,187) | (24,097) |
| Acquisitions of financial assets at fair value through profit or loss | (73,280) | (21,400) |
| Disposals of financial assets at fair value through profit or loss | 24,961 | 9,375 |
| Disposals of equity-account investees | 378,153 | - |
| Disposals of subsidiaries | 42 | - |
| Acquisitions of property, plant, and equipment | (938,365) | (800,037) |
| Disposals of property, plant, and equipment | 71,326 | 33,912 |
| Acquisitions of intangible assets | (30,971) | (35,177) |
| Disposal of intangible assets | - | 419 |
| Decrease (increase) in other non-current assets | (36,934) | 173,503 |
| Increase in prepaid equipment payments | (369,753) | (453,425) |
| Net cash used in investing activities | (984,008) | (1,116,927) |
| Cash flows from financing activities : | ||
| Increase in short-term borrowings | 5,747,000 | 8,873,100 |
| Decrease in short-term borrowings | (5,148,000) | (10,145,100) |
| Issue of corporate bonds | - | 998,906 |
| Repayment of corporate bonds | - | (700) |
| Proceeds from long-term borrowings | 3,917,109 | 3,823,480 |
| Repayment of long-term borrowings | (4,008,240) | (3,487,220) |
| Repayment of principal of lease liabilities | (60,860) | (58,614) |
| Cash dividends | (111,534) | - |
| Cost of treasury shares repurchased | (213,286) | - |
| Issue of restricted stock awards | 22,520 | 17,480 |
| Acquisitions of subsidiary's equity | - | (2,096) |
| Repurchase of restricted stock awards | (428) | (210) |
| Net cash provided by financing activities | 144,281 | 19,026 |
| Effect of exchange rate change on cash and cash equivalents | 112,343 | 70,034 |
| Increase (decrease) in cash and cash equivalents | 482,533 | (57,317) |
| Cash and cash equivalents at January 1 | 2,000,889 | 2,058,206 |
| Cash and cash equivalents at December 31 | $ 2,483,422 | 2,000,889 |
Independent Auditors’ Report
Opinion
We have audited the parent company only financial statements of ACES Electronics Co., Ltd., which comprise the balance sheets as of December 31, 2025 and 2024, the statements of comprehensive income, statements of changes in equity, and statements of cash flows for the years ended December 31, 2025 and 2024, and notes to the parent company only financial statements including a summary of significant accounting policies.
In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the financial position of ACES Electronics Co., Ltd. as of December 31, 2025 and 2024, and its financial performance and its cash flows for each of 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 Auditing and Attestation of Financial Statements by Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of ACES Electronics Co., Ltd. in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.
Description of key audit matter
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent company only financial statements of the current period. 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, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.
- Revenue Recognition
Please refer to Notes 4(15) to the parent only financial statements for the accounting policy on operating revenue; and refer to Notes 6(19) for disclosures relating to revenue.
Description of key audit matter:
ACES Electronics Co., Ltd. is mainly engaging in processing, manufacturing and selling of connectors. Revenue recognized close to the balance sheet date carries a risk of not being recorded in the correct period. Therefore, the assessment for recognition of sales revenue is one of the key evaluation matter when we audit the Company’s financial statements.
18
How the matter was addressed in our audit:
In relation to the key audit matter above, our principal audit procedures included:
- We understood the major revenue types, contract terms and transaction conditions, and assessed whether the timing of revenue recognition is appropriate.
- We examined contracts with major customers, and evaluated the internal controls over shipping operations and revenue recognition processes.
- We selected shipments from a certain period before and after the balance sheet date, and verified relevant supporting documents to determine whether sales revenue has been recognized in the appropriate period of the financial statements.
Responsibilities of Management and Those Charged with Governance for the Parent Only Financial Statements
Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with 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 only financial statements, management is responsible for assessing ACES Electronics Co., Ltd.’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 ACES Electronics Co., Ltd. or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (inclusive of the Audit Committee) from ACES Electronics Co., Ltd are responsible for overseeing the Company’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Parent Only Financial Statements
Our objectives are to obtain reasonable assurance about whether the parent only 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 parent only financial statements.
19
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
-
Identified and assessed the risks of material misstatement of the parent 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.
-
Obtained 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 ACES Electronics Co., Ltd.'s internal control.
-
Evaluated the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Concluded 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 ACES Electronics Co., Ltd.'s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the parent 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 auditors' report. However, future events or conditions may cause the ACES Electronics Co., Ltd. to cease to continue as a going concern.
-
Evaluated 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.
-
Obtained sufficient and 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 ACES Electronics Co., Ltd.'s audit. We remain solely responsible for our audit opinion.
We communicated 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 identified during our audit.
We also provided those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicated with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
20
From the matters communicated with those charged with governance, we determined those matters that were of most significance in the audit of the parent company only financial statements for the year ended December 31, 2025 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Chi, Meng-Chun and Yang, Shu-Chih.
KPMG
Financial Supervisory Commission
Approved-certified No.: Jin-Guan-Certificate -6 No.1140131922
Approved-certified No.: Jin-Guan-Certificate No.1040003949
Taipei, Taiwan (Republic of China)
March 11, 2026
Notes to Readers
The accompanying parent company only financial statements are intended only to present the financial position, financial performance, and cash flows in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers. The standards, procedures, and practices to audit such parent company only financial statements are those generally accepted and applied in the Republic of China.
ACES ELECTRONICS CO., LTD.
Balance Sheets
December 31, 2025 and 2024
(Expressed in thousands of New Taiwan dollars)
Assets
Current assets :
1100 Cash and cash equivalents (Note 6(1))
1110 Financial assets at fair value through profit or loss - current (Note 6(2) and (12))
1150 Notes receivable, net (Note 6(3) and (19))
1170 Accounts receivable, net (Note 6(3) and (19))
1180 Net trade receivable from related parties (Note 6(3), (19) and 7)
1200 Other receivables (Note 6(3))
1210 Other receivables from related parties (Note 6(3) and 7)
1310 Inventories (Note 6(4))
1470 Other current assets
Total current assets
Non-current assets :
1510 Financial assets at fair value through profit or loss - non-current (Note 6(2))
1550 Investments in equity-accounted investees (Note 6(5))
1600 Property, plant and equipment (Note 6(6), 7 and 8)
1755 Right-of-use assets (Note 6(7) and 7)
1780 Intangible assets (Note 6(9))
1760 Investment properties, net (Note 6(8))
1915 Prepayment for equipment
1840 Deferred tax assets (Note 6(15))
1990 Other non-current assets - others (Note 6(7) and 7)
Total non-current assets
| December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|
| Amount | % | Amount | % |
| $ 432,905 | 3 | 516,873 | 4 |
| 274 | - | 1,818 | - |
| 135 | - | 351 | - |
| 1,101,412 | 8 | 1,023,934 | 9 |
| 154,771 | 1 | 222,980 | 2 |
| 84,706 | 1 | 83,471 | 1 |
| 135,994 | 1 | 18,826 | - |
| 414,967 | 3 | 370,392 | 3 |
| 21,623 | - | 28,681 | - |
| 2,346,787 | 17 | 2,267,326 | 19 |
| 70,967 | 1 | 82,720 | 1 |
| 7,467,258 | 56 | 6,758,291 | 57 |
| 2,643,774 | 20 | 2,454,682 | 21 |
| 14,182 | - | 21,243 | - |
| 69,699 | 1 | 66,469 | - |
| 347,196 | 3 | - | - |
| 267,510 | 2 | 203,976 | 2 |
| 14,890 | - | 10,470 | - |
| 27,680 | - | 24,133 | - |
| 10,923,156 | 83 | 9,621,984 | 81 |
Total assets
$ 13,269,943 100 11,889,310 100
Liabilities and Equity
Current liabilities :
2100 Short-term borrowings (Note 6(10))
2120 Financial liabilities at fair value through profit or loss - current (Note 6(2)
2150 Notes payable
2170 Accounts payable
2180 Accounts payable to related parties (Note 7)
2200 Other payables (Note (14))
2220 Other payables to related parties (Note 7)
2230 Current tax liabilities (Note 6(15))
2280 Lease liabilities - current (Note 6(13) and 7)
2322 Current installments of long-term borrowings (Note 6(11))
2399 Other current liabilities - others
Total current liabilities
Non-current liabilities :
2530 Bonds payable (Note 6(12))
2540 Long-term borrowings (Note 6(11))
2570 Deferred tax liabilities (Note 6(15))
2580 Lease liabilities - non-current (Note 6(13) and 7)
2600 Other non-current liabilities (Note (11) and (14))
Total non-current liabilities
Total liabilities
Equity (Note 6(16)):
3110 Common stock
3140 Capital collected in advance
3170 Share capital awaiting retirement
Total share capital
3200 Capital surplus (Note 6(12) and (16))
Retained earnings :
3310 Legal Reserve
3320 Special Reserve
3350 Unappropriated earnings
Other equity:
Exchange differences on translation of the Financial Statements foreign operations
3460 Gain on property revaluation (Note 6(16))
3490 Other equity - others
Total equity
Total liabilities and equity
| December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|
| Amount | % | Amount | % |
| $ 694,000 | 6 | - | - |
| 42 | - | - | - |
| 202 | - | 167 | - |
| 312,717 | 2 | 302,252 | 3 |
| 1,177,265 | 9 | 1,097,761 | 9 |
| 588,744 | 4 | 370,265 | 3 |
| 3,786 | - | 12,549 | - |
| 22,686 | - | 11,717 | - |
| 11,342 | - | 10,123 | - |
| 112,267 | 1 | 224,891 | 2 |
| 40,743 | - | 47,076 | - |
| 2,963,794 | 22 | 2,076,801 | 17 |
| 131,678 | 1 | 952,248 | 8 |
| 1,757,000 | 13 | 2,018,310 | 17 |
| 374,242 | 3 | 310,661 | 3 |
| 3,083 | - | 11,341 | - |
| 106,753 | 1 | 58,789 | 1 |
| 2,372,756 | 18 | 3,351,349 | 29 |
| 5,336,550 | 40 | 5,428,150 | 46 |
| 1,623,531 | 12 | 1,418,757 | 12 |
| 14,317 | - | 68,570 | 1 |
| - | - | (210) | - |
| 1,637,848 | 12 | 1,487,117 | 13 |
| 2,200,744 | 17 | 1,586,415 | 13 |
| 760,756 | 6 | 726,030 | 6 |
| 16,810 | - | 116,887 | 1 |
| 3,140,721 | 24 | 2,529,233 | 21 |
| 3,918,287 | 30 | 3,372,150 | 28 |
| 35,894 | - | 26,323 | - |
| 243,632 | 2 | 33,219 | - |
| (103,012) | (1) | (44,064) | - |
| 7,933,393 | 60 | 6,461,160 | 54 |
| $ 13,269,943 | 100 | 11,889,310 | 100 |
See accompanying notes to parent company only financial statements.
ACES ELECTRONICS CO., LTD.
Statements of Comprehensive Income
For the years ended December 31, 2025 and 2024
(Expressed in thousands of New Taiwan dollars, except for Earnings per share)
| 2025 | 2024 | ||||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Operating Revenue (Note 6(19) and 7): | |||||
| 4100 | Net sales revenue | $ 4,150,854 | 92 | 3,592,237 | 96 |
| 4800 | Other operating revenue | 349,758 | 8 | 133,181 | 4 |
| Net revenue from operations | 4,500,612 | 100 | 3,725,418 | 100 | |
| 5000 | Operating costs (Note 6(4), (13), (14), and 7) | 3,294,196 | 73 | 2,731,451 | 73 |
| Gross profit | 1,206,416 | 27 | 993,967 | 27 | |
| 5910 | Unrealized gains or losses from sales | 488 | - | (3,969) | - |
| Gross profit, net | 1,206,904 | 27 | 989,998 | 27 | |
| Operating expenses (Note 6(13), (14), (17), (20), and 7): | |||||
| 6100 | Selling expenses | 230,766 | 5 | 172,643 | 5 |
| 6200 | General and administrative expenses | 467,108 | 11 | 343,573 | 9 |
| 6300 | Research and development expenses | 325,938 | 7 | 292,904 | 8 |
| 6450 | Expected credit loss (gain) (Note 6(3)) | 337 | - | (361) | - |
| Total operating expenses | 1,024,149 | 23 | 808,759 | 22 | |
| Profit (loss) from operations | 182,755 | 4 | 181,239 | 5 | |
| Non-operating income and expenses (Note 6(21)): | |||||
| 7100 | Interest income | 3,993 | - | 7,057 | - |
| 7010 | Other income | 37,195 | 1 | 24,540 | 1 |
| 7020 | Other gains and losses (Note 6(12)) | (54,176) | (1) | 24,277 | 1 |
| 7050 | Finance costs (Note 6(12) and (13)) | (70,348) | (2) | (85,530) | (2) |
| 7070 | Share of gains or losses from subsidiaries accounted for using equity method (Note 6(5)) | 595,894 | 13 | 187,014 | 5 |
| Total non-operating income and expenses | 512,558 | 11 | 157,358 | 5 | |
| Profit before income tax | 695,313 | 15 | 338,597 | 10 | |
| 7950 | Less: income tax expenses (gains) (Note 6(15)) | 34,127 | 1 | (5,463) | - |
| Profit for the year | 661,186 | 14 | 344,060 | 10 | |
| Other comprehensive income: | |||||
| 8310 | Items that will never be reclassified to profit or loss | ||||
| 8311 | Remeasurement of defined benefit plans (Note 6(14)) | (3,515) | - | 3,207 | - |
| 8312 | Revaluation surplus on properties (Note 6(6)(8)) | 263,017 | 6 | - | - |
| 8349 | Less: Income tax related to non-reclassified items (Note 6(15)(16)) | 52,604 | 1 | - | - |
| Total items that will never be reclassified to profit or loss | 206,898 | 5 | 3,207 | - | |
| 8360 | Items that are or may be reclassified subsequently to profit or loss | ||||
| 8361 | Exchange differences on translation to the presentation currency | 2,990 | - | 208,143 | 6 |
| 8399 | Less: Income tax related to items that may be reclassified(Note 6(15)) | (6,581) | - | 41,030 | (1) |
| Total items that are or may be reclassified subsequently to profit or loss | 9,571 | - | 167,113 | 5 | |
| 8300 | Total other comprehensive income (net of tax) for the year | 216,469 | 5 | 170,320 | 5 |
| 8500 | Total comprehensive income for the year | $ 877,655 | 19 | 514,380 | 15 |
| Earnings per share (NT$, Note 6(18)) | |||||
| 9750 | Basic earnings per share | $ | 4.35 | 2.51 | |
| 9850 | Diluted earnings per share | $ | 4.04 | 2.34 |
ACES ELECTRONICS CO., LTD.
Statements of Changes in Equity
For the years ended December 31, 2025 and 2024
(Expressed in thousands of New Taiwan dollars)
| Share capital | Retained earnings | Other equity interests | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock | Capital collected in advance | Share capital awaiting retirement | Capital Surplus | Legal Reserve | Special Reserve | Unappropriated Earnings | Exchange Difference on Translation of Financial Statements of Foreign Operations | Gain on Property Revaluation | Unearned Employees' remuneration | Treasury shares | Total Equity | |
| Balance at January, 2024 | 1,344,177 | - | - | 993,270 | 726,030 | 62,371 | 2,236,482 | (140,790) | 33,219 | - | - | 5,254,759 |
| Appropriation of earnings : | ||||||||||||
| Special reserve | - | - | - | - | - | 54,516 | (54,516) | - | - | - | - | - |
| Profit for the year | - | - | - | - | - | - | 344,060 | - | - | - | - | 344,060 |
| Other comprehensive income, net of tax | - | - | - | - | - | - | 3,207 | 167,113 | - | - | - | 170,320 |
| Total comprehensive income for the year | - | - | - | - | - | - | 347,267 | 167,113 | - | - | - | 514,380 |
| Originated from recognition of equity components of issue of convertible bonds – stock options | - | - | - | 54,866 | - | - | - | - | - | - | - | 54,866 |
| Conversion of convertible bonds | 57,100 | 68,570 | - | 470,318 | - | - | - | - | - | - | - | 595,988 |
| Issuance of restricted shares to employees | 17,480 | - | - | 66,074 | - | - | - | - | - | (66,074) | - | 17,480 |
| Forfeiture of restricted shares | - | - | (210) | (794) | - | - | - | - | - | 794 | - | (210) |
| Changes in ownership of subsidiary equity | - | - | - | 2,681 | - | - | - | - | - | - | - | 2,681 |
| Compensation costs of share-based payments | - | - | - | - | - | - | - | - | - | 21,216 | - | 21,216 |
| Balance at December 31, 2024 | 1,418,757 | 68,570 | (210) | 1,586,415 | 726,030 | 116,887 | 2,529,233 | 26,323 | 33,219 | (44,064) | - | 6,461,160 |
| Appropriation of earnings : | ||||||||||||
| Legal Reserve | - | - | - | - | 34,726 | - | (34,726) | - | - | - | - | - |
| Reversal of Special Reserve | - | - | - | - | - | (100,077) | 100,077 | - | - | - | - | - |
| Cash dividend distributed to shareholders | - | - | - | - | - | - | (111,534) | - | - | - | - | (111,534) |
| Profit for the year | - | - | - | - | - | - | 661,186 | - | - | - | - | 661,186 |
| Other comprehensive income, net of tax | - | - | - | - | - | - | (3,515) | 9,571 | 210,413 | - | - | 216,469 |
| Total comprehensive income for the year | - | - | - | - | - | - | 657,671 | 9,571 | 210,413 | - | - | 877,655 |
| Conversion of convertible bonds | 224,392 | (54,253) | - | 662,012 | - | - | - | - | - | - | - | 832,151 |
| Issuance of restricted shares to employees | 22,520 | - | - | 121,608 | - | - | - | - | - | (121,608) | - | 22,520 |
| Forfeiture of restricted shares | (638) | - | 210 | (1,482) | - | - | - | - | - | 1,482 | - | (428) |
| Repurchase of treasury shares | - | - | - | - | - | - | - | - | - | - | (213,286) | (213,286) |
| Cancellation of treasury shares | (41,500) | - | - | (171,786) | - | - | - | - | - | - | 213,286 | - |
| Changes in ownership of subsidiary equity | - | - | - | 3,977 | - | - | - | - | - | - | - | 3,977 |
| Compensation costs of share-based payments | - | - | - | - | - | - | - | - | - | 61,178 | - | 61,178 |
| Balance at December 31, 2025 | $ 1,623,531 | 14,317 | - | 2,200,744 | 760,756 | 16,810 | 3,140,721 | 35,894 | 243,632 | (103,012) | - | 7,933,393 |
See accompanying notes to parent company only financial statements.
25
ACES ELECTRONICS CO., LTD.
STATEMENTS OF CASH FLOWS
For the years ended December 31, 2025 and 2024
(Expressed in thousands of New Taiwan dollars)
| 2025 | 2024 | |
|---|---|---|
| Cash flows from operating activities: | ||
| Profit before income tax | $ 695,313 | 338,597 |
| Adjustments : | ||
| Adjustments to reconcile profit (loss) | ||
| Depreciation expense | 267,281 | 219,798 |
| Amortization expense | 31,578 | 36,885 |
| Expected credit loss (reversal gain) | 337 | (361) |
| Net loss (gain) on financial assets at fair value through profit or loss | 6,227 | (3,546) |
| Interest expense | 70,348 | 85,530 |
| Interest income | (3,993) | (7,057) |
| Compensation costs of share-based payments | 61,178 | 21,216 |
| Share of loss (profit) of equity-account investees | (595,894) | (187,014) |
| Loss (gain) on disposals and scraps of property, plant and equipment | 249 | (404) |
| Gain on disposal of intangible assets | - | (68) |
| Gain on disposals of subsidiaries | (42) | - |
| Unrealized (realized) gain (loss) between affiliated companies | (488) | 3,969 |
| Total adjustments to reconcile profit (loss) | (163,219) | 168,948 |
| Changes in operating assets and liabilities : | ||
| Net changes in operating assets : | ||
| Notes receivable | 216 | (229) |
| Accounts receivable | (77,815) | (261,424) |
| Accounts receivable from related parties | 68,209 | (102,051) |
| Other receivables | (1,235) | 162,777 |
| Other receivables from related parties | (117,168) | (14,087) |
| Inventories | (44,575) | (56,023) |
| Other current assets | 634 | 3,301 |
| Total net changes in operating assets | (171,734) | (267,736) |
| Net changes in operating liabilities : | ||
| Notes payable | 35 | (1,701) |
| Accounts payable | 10,465 | 123,016 |
| Accounts payable to related parties | 79,504 | 268,366 |
| Other payables | 218,543 | 45,099 |
| Other payables to related parties | (8,763) | (45,203) |
| Other current liabilities | (1,666) | 11,998 |
| Net defined benefit liabilities | (635) | (665) |
| Total net changes in operating liabilities | 297,483 | 400,910 |
| Total net changes in operating assets and liabilities | 125,749 | 133,174 |
| Total adjustments | (37,470) | 302,122 |
| Cash generated from operations | 657,843 | 640,719 |
| Interest received | 3,993 | 7,057 |
| Interest paid | (58,767) | (59,836) |
| Income tax (paid) refunded | (8,263) | 34,606 |
| Net cash provided by operating activities | 594,806 | 622,546 |
| Cash flows from investing activities : | ||
| Acquisitions of financial assets at fair value through profit or loss | (7,500) | (21,400) |
| Disposals of financial assets at fair value through profit or loss | 14,612 | 13,274 |
| Disposal of subsidiaries | 42 | - |
| Acquisitions of property, plant, and equipment | (455,702) | (685,725) |
| Disposals of property, plant, and equipment | 22,108 | 5,588 |
| Acquisitions of intangible assets | (34,808) | (23,992) |
| Disposals of intangible assets | - | 8,617 |
| Decrease (increase) in other non-current assets | (3,547) | 152,632 |
| Increase in prepaid equipment payments | (159,911) | (261,173) |
| Dividends received | 83,505 | - |
| Net cash used in investing activities | (541,201) | (812,179) |
| Cash flows from financing activities : | ||
| Increase in short-term borrowings | 5,239,000 | - |
| Decrease in short-term borrowings | (4,545,000) | (1,120,000) |
| Issue of corporate bonds | - | 998,906 |
| Repayment of corporate bonds | - | (700) |
| Proceeds from long-term borrowings | 3,625,000 | 3,807,000 |
| Repayment of long-term borrowings | (4,000,000) | (3,437,500) |
| Issue of restricted stock awards | 22,520 | 17,480 |
| Repurchase of restricted stock awards | (428) | (210) |
| Repayment of principal of lease liabilities | (10,808) | (9,987) |
| Increase (decrease) in other non-current liabilities | 48,310 | 47,605 |
| Cash dividends | (111,534) | - |
| Cost of treasury shares repurchased | (213,286) | - |
| Acquisitions of investments accounted for using equity method (capital increase of subsidiaries) | (191,347) | (68,119) |
| Net cash (used in) provided by financing activities | (137,573) | 234,475 |
| Decrease in cash and cash equivalents | (83,968) | 44,842 |
| Cash and cash equivalents at January 1 | 516,873 | 472,031 |
| Cash and cash equivalents at December 31 | $ 432,905 | 516,873 |
Annex 4
ACES ELECTRONICS CO., LTD.
Profit Distribution Table
for 2025
Unit: Thousands of NT$
| Item | Amount |
|---|---|
| Opening retained earnings | 2,483,049,991 |
| Add: Change in the remeasurement of the defined benefit plan for the current period | (3,515,510) |
| Add: Net profit after tax for this period (net profit after tax for 2025) | 661,186,323 |
| Less: Provision for statutory surplus reserve | 65,767,081 |
| Less: Special surplus reserve for net increase (reversal) in subsequent measurement of investment properties using the fair value model. | 7,792,462 |
| Ending retained earnings | 3,067,161,261 |
| Less: Allocation Items | |
| Shareholder dividends | 276,000,246 |
| Total distribution | 276,000,246 |
| Ending retained earnings | 2,791,161,015 |
Chairman: Yuan Wan-Ting; General Manager: Huang Tien-Fu; Accounting Supervisor: Lee Shu-Yun
Annex 5
ACES ELECTRONICS CO., LTD.
Comparison Table of Amendments to the Articles of Association
| Article | The article after amendment | The article before amendment | Detail |
|---|---|---|---|
| Article 6 | The total amount of the Company's capital is NT$3.0 billion, which is further divided into 300 million shares, and the value per share is NT$10. All of them are ordinary shares. The Board of Directors is authorized to issue unissued shares as deemed necessary for business needs. NT$1,000 million of the capital in the preceding paragraph shall be reserved for the issuance of share warrant, special shares with warrants, or corporate bonds with warrants, totaling 10 million shares at NT$10 per share, which may be issued in installments according to the resolution of the Board of Directors. If the Company's shares can be repurchased by the Company itself according to law, the Board of Directors is authorized to do so in accordance with laws and regulations. If the stock option price issued by the Company for employee stock option is lower than the closing price of the Company's stock on the date of issuance, or if the price of treasury stock transferred to employees is lower than the average price of the Company's repurchased shares, the shareholders' meeting shall represent the issued shares, it shall be approved by a resolution of the shareholders' meeting with the attendance of more than half of the total shareholders, and the consent of more than two-thirds of the voting rights of the present shareholders. | The total amount of the Company's capital is NT$2.0 billion, which is further divided into 200 million shares, and the value per share is NT$10. All of them are ordinary shares. The Board of Directors is authorized to issue unissued shares as deemed necessary for business needs. NT$1,000 million of the capital in the preceding paragraph shall be reserved for the issuance of share warrant, special shares with warrants, or corporate bonds with warrants, totaling 10 million shares at NT$10 per share, which may be issued in installments according to the resolution of the Board of Directors. If the Company's shares can be repurchased by the Company itself according to law, the Board of Directors is authorized to do so in accordance with laws and regulations. If the stock option price issued by the Company for employee stock option is lower than the closing price of the Company's stock on the date of issuance, or if the price of treasury stock transferred to employees is lower than the average price of the Company's repurchased shares, the shareholders' meeting shall represent the issued shares, it shall be approved by a resolution of the shareholders' meeting with the attendance of more than half of the total shareholders, and the consent of more than two-thirds of the voting rights of the present shareholders. | To meet the Company's business development needs |
| Article 28 | This article was established on November 4, 1996. The first to the twenty-seventh amendment (Omitted) The twenty-eighth revision was on June 25, 2025. The twenty-ninth revision was on June 23, 2026. | This article was established on November 4, 1996. The first to the twenty-seventh amendment (Omitted) The twenty-eighth revision was on June 25, 2025. | The revision date is added. |
Annex 6
ACES ELECTRONICS CO., LTD.
Comparison Table of Amendments to the Regulations Governing the Issuance of Restricted Employee Shares for the Year 2024
| Article | The article after amendment | The article before amendment | Detail |
|---|---|---|---|
| Article 5 | 3. Vesting condition: (1) Where an employee remains continuously employed for one year from the grant date (date of issuance) of the restricted employee shares, has not violated these Regulations or the Company’s work rules during that year, and where the Company’s annual consolidated operating revenue or consolidated net operating income has increased by at least 6% compared to the preceding year, 40% of the shares shall vest. (2) Where an employee remains continuously employed for two years from the grant date (date of issuance) of the restricted employee shares, has not violated these Regulations or the Company’s work rules during that year, and where the Company’s annual consolidated operating revenue or consolidated net income after tax has increased by at least 10% compared to the preceding year, 30% of the shares shall vest. (3) Where an employee remains continuously employed for three years from the grant date (date of issuance) of the restricted employee shares, has not violated these Regulations or the Company’s work rules during that year, and where the Company’s annual consolidated operating revenue or consolidated net income after tax has increased by at least 10% compared to the preceding year, 30% of the shares shall vest. | 3. Vesting condition: (1) Where an employee remains continuously employed for one year from the grant date (date of issuance) of the restricted employee shares, has not violated these Regulations or the Company’s work rules during that year, and where the Company’s annual consolidated operating revenue or consolidated net income after tax has increased by at least 6% compared to the preceding year, 40% of the shares shall vest. (2) Where an employee remains continuously employed for two years from the grant date (date of issuance) of the restricted employee shares, has not violated these Regulations or the Company’s work rules during that year, and where the Company’s annual consolidated operating revenue or consolidated net income after tax has increased by at least 10% compared to the preceding year, 30% of the shares shall vest. (3) Where an employee remains continuously employed for three years from the grant date (date of issuance) of the restricted employee shares, has not violated these Regulations or the Company’s work rules during that year, and where the | To motivate employees and meet operational needs |
| Article | The article after amendment | The article before amendment | Detail |
|---|---|---|---|
| Company’s annual consolidated operating revenue or consolidated net operating income has increased by at least 10% compared to the preceding year, 30% of the shares shall vest. | |||
| (4) The vesting conditions set forth in the aforementioned subparagraphs 1~3 shall be issued with the business group as the motivated target, and the calculation shall be based on the annual operating revenue or operating net income of each respective business group. If the vesting conditions are affected by international or industry market conditions that impact the Company, the performance indicators or vesting ratios may be adjusted upon proposal by the Remuneration Committee and approval by the Board of Directors. Any amendment to these Regulations after issuance shall be subject to approval by the shareholders’ meeting. Such amendments shall only take effect upon written consent from all employees. | Company’s annual consolidated operating revenue or consolidated net income after tax has increased by at least 10% compared to the preceding year, 30% of the shares shall vest. | ||
| (4) The vesting conditions set forth in the aforementioned subparagraphs 1~3 shall be issued, but if they are affected by international or industry market conditions that impact the Company, the performance indicators or vesting ratios may be adjusted upon proposal by the Remuneration Committee and approval by the Board of Directors. Any amendment to these Regulations after issuance shall be subject to approval by the shareholders’ meeting. Such amendments shall only take effect upon written consent from all employees. |
29
Appendix 1
ACES ELECTRONICS CO., LTD.
Rules of Procedure for Shareholders' Meeting
Article 1
The rules of procedure of the Company's shareholders' meeting shall be handled in accordance with these rules, unless otherwise stipulated by laws, regulations or the articles of association.
Article 2
The Company shall set up a signature book for the attendance of the shareholders themselves or their authorized agents (hereinafter referred to as "shareholders"), or an attendance card for proxy sign-in shall be submitted by the shareholders in attendance.
Article 3
Attendance at the shareholders' meeting shall be calculated based on the number of shares. The number of shares attended shall be calculated according to the shares indicated by the signature book or attendance card handed and video conferencing platform, in plus the number of shares that voting rights are exercised by correspondence or electronically. When the meeting time has expired, the chairman shall immediately call the meeting to order at the appointed meeting time, and at the same time announce relevant information such as the number of non-voting rights and the number of shares present. However, when attending shareholders do not represent more than half of the total number of issued shares, the chairman may announce a postponement of the meeting. The number of postponements is limited to two, and the total delay time shall not exceed one hour. If there are still not enough shareholders representing more than one-third of the total number of issued shares after the second postponement, the chairman may announce adjournment. If the shareholders' meeting is held by video conference, the Company shall also announce the adjournment on the video conference platform of the shareholders' meeting.
Article 4
The company shall make audio or video recordings of the entire shareholders' meeting process and keep them for at least one year. However, if a shareholder initiates a lawsuit in accordance with Article 189 of the Company Art, the recording shall be preserved until the conclusion of the litigation.
Article 5
If the shareholders' meeting is convened by the Board of Directors, the meeting agenda shall be determined by the Board of Directors, and the meeting shall be conducted in accordance with the agenda, which may not be changed without a resolution of the shareholders' meeting.
If a shareholders' meeting is convened by a party with the right to convene that is not the board of directors, the provisions of the preceding paragraph shall apply mutatis mutandis.
The chairman shall not announce the adjournment of the meeting to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), expect by a resolution of the shareholders' meeting; if the chairman violates the rules of procedure and announces the adjournment, other members of the Board of Directors shall promptly assist the attending shareholders in accordance with legal procedures to elect a person as chairman with the consent of more than half of the voting rights of the attending shareholders, and continue the meeting.
The chairman shall provide sufficient explanation and opportunities for discussion on proposals, amendments or interim motions proposed by shareholders, and may announce the suspension of discussion and put them up for voting when the resolution has reached a point where it is ready for voting.
Article 6
Before attending the speech of shareholders, they must first fill in a speech slip to specify the subject of the speech, shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chairman.
A shareholder in attendance who has only submitted speech slip but does not make speech shall be deemed to have not spoken. If the content of the speech is inconsistent with the subject given on the speech slip, the content of the speech shall prevail.
30
Each shareholder's speech on the same proposal shall not exceed twice without the consent of the chairman, and a single speech shall not exceed five minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chairman may terminate the speech.
When a shareholder present is speaking, other shareholders are not allowed to interfere with the speech unless they have obtained the consent of the chairman and the shareholder who is speaking, and the chairman 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 attending shareholders' speeches, the chairman may reply in person or direct relevant personnel to respond.
If the shareholders meeting is convened by video conference, shareholders who participate in the video conference may submit questions in text on the shareholders meeting video conference platform, during the period from the announcement of the meeting by the chairman until the adjournment. The number of questions for each agenda item shall not exceed twice and with a limit of 200 characters per question, and the provisions of items 1 to 5 shall not apply in this case.
Article 7 Shareholders who hold more than 1% of the total number of issued shares may submit a proposal to the company in writing for the shareholder's meeting in accordance with the provisions of the Company Act. However, it is limited to one proposal, and those with more than one proposal shall not be included in the agenda.
Article 8 Voting at a shareholders' meeting shall be calculated based on the number of shares.
For the resolution of the shareholders' meeting, the number of shares held by a shareholder with no voting rights shall not be included as part of the total number of issued shares.
Shareholders are not allowed to participate in voting if they have an interest in relation to an agenda item, and there is likelihood that such a relationship would prejudice the interests of the Company, and they are not allowed to exercise their voting rights as proxy for any other shareholders.
The number of shares that cannot exercise voting rights under the preceding paragraph shall not be included as part of the voting rights represented by attending shareholders.
Except for a trust enterprise or a stock affairs agency approved by the competent securities authority, when one person is entrusted as proxy by two or more shareholders at the same time, the voting rights represented by that proxy shall not exceed 3% of 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 9 Each shareholder is entitled to one vote per share; however, those who are restricted or have no voting rights as listed in Paragraph 2 of Article 179 of the Company Act, are not limited to this.
Article 10 When voting on each proposal, the chairman or the designated person shall announce the total number of voting rights represented by the attending shareholders. The shareholders shall vote on a case-by-case basis, and on the same day of the shareholders' meeting, the voting results of the shareholders' meeting, including approval, objection, and abstention results shall be reported to the Public Information Observatory.
Article 11 The scrutiny and counting personnel for voting on proposals shall be appointed by the chairman, provided that all the scrutiny personnel shall have the status of shareholders. The votes shall be counted publicly at the shareholders' meeting, and the results of the voting shall be announced on the spot and recorded.
When the Company holds a video meeting of the shareholders' meeting, shareholders who participate in the video conference shall vote on various proposals and election proposals through the video conference platform after the chairman announces the commencement of the meeting. The voting must be completed before the chairman announces the end of the voting, and any vote cast after the deadline will be considered as abstained.
If the shareholders meeting is convened by video conference, after the chairman
31
32
announces the end of the vote, a one-time counting of the votes shall be counted, and the results of the vote and election shall be announced.
When the Company convenes a video-assisted shareholders' meeting, shareholders who have registered to attend the shareholders' meeting via video conference in accordance with the regulations, but want to attend the physical shareholders' meeting in person, should cancel the registration in the same way as the registration two days before the shareholders' meeting. Failure to cancel on time will result in the shareholder only being able to attend the shareholders meeting via video conference.
Article 12 When the shareholders' meeting elects directors, it shall be handled in accordance with the relevant election rules stipulated by the Company, and the election results shall be announced on the spot, including the list of elected directors and their number of votes, as well as the list of unsuccessful directors and their number of votes. The ballots for the elections referred to in the preceding paragraph shall be sealed and signed by the scrutineers, and shall be kept in a safe place for at least one year. However, if a shareholder initiates a lawsuit in accordance with Article 189 of the Company Art, it shall be preserved until the conclusion of the lawsuit.
Article 13 The resolutions of the shareholders' meeting shall be recorded in minutes, signed or sealed by the chairman, and the minutes shall be distributed to all shareholders within 20 days after the meeting. The distribution of the meeting minutes may be done by announcement.
The minutes of the meeting shall be accurately recorded in terms of the year, month, day, place, name of the chairman, resolution method, essentials of the proceedings and the results of the meeting, and shall be permanently preserved during the existence of the Company.
If the shareholders meeting is convened by video conference, in addition to the requirement referred to in the preceding paragraph, the minutes shall record the start and end time of the shareholders meeting, the method of convening the meeting, the name of the chairman and recorder, the alternative measures provided to shareholders who will be in difficulty for participating via video conference, and the handling procedures and situations in the event of obstacles to the video conferencing platform or participation in the form of video conferencing due to natural disasters, accidents or other force majeure circumstances.
Article 14 When a meeting is in progress, the chairman may announce a break at a discretionary time. In the event of an irresistible event, the chairman may rule to temporarily suspend the meeting and announce a time for the continuation of the meeting as appropriate.
Before the end of the agenda scheduled by the shareholders' meeting (including extraordinary motions), the venue for the meeting is no longer available for continued use at that time, the shareholders' meeting may resolve to find another venue to continue. The shareholders' meeting may, in accordance with Article 182 of the Company Art, resolve to postpone or continue the meeting within five days.
Article 15 If the shareholders' meeting is held by video conference, the Company shall immediately disclose the voting results and election results of various proposals on the shareholders' meeting video conference platform in accordance with regulations after the voting is completed, and continue to disclose at least 15 minutes after the chairman announces the adjournment of the meeting.
Article 16 When the Company holds a shareholders' meeting via video conference, the chairman and the recorder should be at the same place in the country, and the chairman should announce the address of the place at the time of the start of meeting.
Article 17 If the shareholders' meeting is held by video conference, the Company shall provide shareholders with a simple connection test before the meeting, and provide relevant services in a timely manner before and during the meeting to assist in dealing with technical issues related to communication.
If the shareholders' meeting is convened by video conference, the chairman shall, when announcing the beginning of the meeting, separately announce that it is no necessary to postpone or continue the meeting except for the circumstances specified in Paragraph 24, Article 44 of the Regulations Governing the Administration of Shareholder Services
of Public Companies. Before the chairman announces the adjournment of the meeting, if there is a technical obstacle on the video conferencing platform or participation in video conferencing due to natural disasters, accidents or other force majeure events that lasts for more than 30 minutes, the date of meeting shall be postponed or continued within five days, and the provisions of Article 182 of the Company Art shall not apply.
For the meeting referred to in the preceding paragraph which is postponed or resumed, shareholders who did not register to participate in the original shareholders' meeting via video conference are not allowed to participate in the postponed or continued meeting.
For the meeting which is postponed or resumed according to the provisions of Paragraph 2, shareholders who have registered to participate in the original shareholders' meeting via video conference and completed the registration, but did not participate in the postponed or continued meeting, shall have their attended number of shares, the exercised voting rights and election rights at the original shareholders' meeting, counted towards the total number of shares, voting rights, and election rights of shareholders attending the postponed or continued meeting.
In accordance with the provisions of Paragraph 2, when the shareholders' meeting is postponed or continued, no re-discussion and resolution is required for proposals that have completed voting, counting, and announcing the voting results or the list of directors elected.
When the Company convenes a video-assisted shareholders' meeting and is unable to continue the video conference as stipulated in Paragraph 2, if the total number of shares in attendance still meets the statutory quota for the convening of a shareholders' meeting after deducting the number of shares attending the shareholders' meeting by video conference, the shareholders' meeting shall proceed without postponed or continued in accordance with the provisions of the Paragraph 2.
If the meeting should continue as stated in the preceding paragraph, shareholders who participate in the shareholders' meeting via video conference shall have their shares counted in the total number of shares of the shareholders present, but their vote shall be deemed as abstention for all the proposals of the shareholders' meeting.
When the company postpones or continues a meeting in accordance with the provisions of the Paragraph 2, it shall follow the provisions listed in Paragraph 7, Article 44-27 of Regulations Governing the Administration of Shareholder Services of Public Companies, and handle pre-work relevant matters in accordance with the original date of the shareholders' meeting and the provisions of the article.
During the period prescribed in the latter paragraph of Article 12 and Paragraph 3 of Article 13 of the Regulations Governing the Use of Proxies for Attendance at Shareholder Meeting of Public Companies, the Paragraph 2 of Article 44-5, Paragraph 15 of Article 44-10, and Paragraph 1 of Article 44-17 of Regulations Governing the Administration of Shareholder Services of Public Companies, the company shall postpone or continue the date of the shareholders' meeting in accordance with the provisions of Paragraph 2.
Article 18 When the company convenes a shareholders' meeting via video conference, it shall provide appropriate alternative measures for shareholders who have difficulty in attending the shareholders' meeting via video conference.
Article 19 These rules, and any amendments hereto, shall be implemented after adoption by the shareholders' meeting.
Article 20 The rules of procedure for the shareholders' meeting were established on June 25, 2005.
The first amendment was on June 28, 2007.
The second amendment was on June 6, 2012.
The third amendment was on June 29, 2022.
33
Appendix 2.
ACES ELECTRONICS CO., LTD.
Articles of Association
Article 1
Chapter I. General Provisions
The company is incorporated in accordance with the provisions of the Company Act and registered under the business name "宏致電子股份有限公司", and the English name is "ACES ELECTRONICS CO., LTD."
Article 2
The company's scope of businesses are as follows:
1. C805050 Industrial Plastic Products Manufacturing
2. CC01080 Electronic Component Manufacturing
3. CF01011 Medical equipment manufacturing
4. CQ01010 Mold Manufacturing
5. E605010 Computer Equipment Installation
6. F108031 Wholesale of Medical equipment
7. F113050 Wholesale of Computer and Clerical Machinery Equipment
8. F113070 Wholesales of Telecom Materials
9. F118010 Wholesales of Computer Software
10. F119010 Wholesale of Electronic Materials
11. F208031 Retail Sale of Medical equipment
12. F213030 Retail Sale of Computer and Clerical Machinery Equipment
13. F213060 Retails Sale of Telecom Materials
14. F218010 Retails Sale of Computer Software
15. F219010 Retails Sale of Electronic Materials
16. I301010 Software Design Service
17. ZZ99999 All business activities that are not prohibited or restricted by law, expect those that are subject to special approval.
Article 3
The Company needs to provide assurances to external parties due to business needs.
Article 4
The total amount of investment transferred by the Company is not subject to the restrictions by Article 13 of the Company Art.
Article 5
The Company has its head office located in Taoyuan City, and may establish branch offices domestically and internationally when deemed necessary, subject to the approval of the Board of Directors and the competent authorities.
Chapter II. Shares
Article 6
The total amount of the Company's capital is NT$2.0 billion, which is further divided into 200 million shares, and the value per share is NT$10. All of them are ordinary shares. The Board of Directors is authorized to issue unissued shares as deemed necessary for business needs.
NT$1,000 million of the capital in the preceding paragraph shall be reserved for the issuance of share warrant, special shares with warrants, or corporate bonds with warrants, totaling 10 million shares at NT$10 per share, which may be issued in installments according to the resolution of the Board of Directors. If the Company's shares can be repurchased by the Company itself according to law, the Board of Directors is authorized to do so in accordance with laws and regulations.
If the stock option price issued by the Company for employee stock option is lower than the closing price of the Company's stock on the date of issuance, or if the price of treasury stock transferred to employees is lower than the average price of the
34
Company's repurchased shares, the shareholders' meeting shall represent the issued shares, it shall be approved by a resolution of the shareholders' meeting with the attendance of more than half of the total shareholders, and the consent of more than two-thirds of the voting rights of the present shareholders.
Article 6-1
The objects of treasury stocks, employee stock option certificates, employee remuneration, pre-emptive right for issuance of new shares, and employee restricted stock that the company transfers or distributes to employees, may include employees of the controlling or subordinate companies who meet the conditions set by the Board of Directors or its authorized personnel.
Article 7
The stock of the Company shall be registered stocks, signed or sealed by the director representing the Company, and issued according to legal requirements. Shares issued by the Company can be exempted from printing stock certificates after being registered by a centralized securities depository institution, and the same applies to the issuance of other securities.
Article 8
The transfer of ownership and renaming of stocks shall be stopped within 30 days prior to the regular meeting of shareholders, within 15 days prior to the extraordinary meeting of shareholders, or within 5 days prior to the reference date for distribution of dividends, bonuses, or other benefits. After the public issuance of the Company's stock, the transfer of ownership and renaming of stocks shall be suspended within 60 days prior to the regular meeting of shareholders, within 30 days prior to the extraordinary general meeting of shareholders, or within 5 days prior to the reference date for distribution of dividends, bonuses, or other benefits.
Chapter III. Shareholders' Meeting
Article 9
Shareholders' meetings are divided into two types: regular meeting and extraordinary meeting. Regular meeting shall be convened at least once a year within six months after the close of each fiscal year. Extraordinary meeting shall be convened when necessary, in accordance with the law. Except as otherwise provided by the Company Art, the shareholder meeting referred to in the preceding paragraph shall be convened by the Board of Directors.
Article 10
When a shareholder is unable to attend the shareholders' meeting for any reason, he or she shall submit a proxy to attend by offering company issued solicitation document stipulating the extent of the authorization, with signature or company seal thereon. The use of the power of attorney shall be conducted in accordance with Article 177 of the Company Art. After the Company's stock is publicly issued, it shall be handled in accordance with the "Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies" by the corresponding government department.
Article 11
Unless otherwise stipulated by the Company Art, resolutions of the shareholders' meeting shall be executed by shareholders representing more than half of the total number of issued shares present in person or by proxy, and shall be carried out with the consent of more than half of the voting rights of the attending shareholders.
Article 12
When the Company's shareholders consist of only one legal person shareholder, the powers of the Company's shareholders' meeting shall be exercised by the Board of Directors, and the provisions related to the shareholders' meeting in this charter shall not apply.
Article 13
Each shareholder of the Company shall have one voting right, unless otherwise stipulated in Article 179 of the Company Art relating to the circumstances of certain shares as having no voting right.
Article 14
The shareholders' meeting shall be convened by the Board of Directors, with the chairman of the board as the chairman of the meeting. In the absence of the chairman, the chairman shall designate a director to act as the proxy. If no such designation is made, a director shall be elected by the board to act as the proxy; if the meeting is convened by a person other than the Board of Directors, the chairman shall be appointed by the convener, and when there are two or more convener, one person should be elected from among themselves.
Article 15
Resolutions adopted at the shareholders' meeting shall be recorded in minutes, signed or sealed by the chairman of the shareholders' meeting, and distributed to all shareholders within 20 days after the meeting. The distribution of the meeting
35
minutes may be done by announcement.
Article 15-1 When the Company's shareholders' meeting is held, it may be held by video conference or other methods announced by the Ministry of Economic Affairs.
Chapter IV. Directors and Functional Committees
Article 16 The company shall have five to seven directors, with a term of three years, who shall be elected by the shareholders' meeting from among individuals with legal capacity, and may be re-elected for consecutive terms. The total shareholding ratio of all directors of the Company will be in accordance with the regulations of the security's regulatory authority. During the tenure of the directors, the Company may purchase liability insurance for them in respect of the compensation liability that he should bear in accordance with the law in the scope of his executes within the scope of their business.
In accordance with the provisions of the Securities and Exchange Art, the Company shall appoint independent directors among the total number of directors referred to in the preceding paragraph. The number of independent directors shall not be less than three, and shall not be less than one-fifth of the total number of directors. The relevant matters shall be handled in accordance with the regulations of the competent securities authority.
The election of the Company's directors (including independent directors) adopts a candidate nomination system, and they shall be elected by the shareholders' meeting from the list of nominated candidates for directors.
The Company may set up various functional committees, and each committee shall formulate regulations for exercising its duties, which shall be implemented after being approved by the Board of Directors.
The Company has set up an audit committee composed of all independent directors, one of whom is the convener, and at least one of them shall have expertise in accounting or finance; the exercise of its powers and other matters to be complied with shall be handled in accordance with the relevant regulations of the security's regulatory authority and the Company.
Article 16-1 The Company's shareholders' meeting adopts a cumulative voting system for the election of directors, with each share having the same number of voting right as the number of directors to be elected. One person can be elected collectively, or several people can be allocated for election. The candidate who receives the most voting rights will be elected as a director.
Article 17 When the vacancy of directors reaches one-third, the Board of Directors shall convene an extraordinary meeting of shareholders within 30 days for by-election, and the term of office for the new members shall not exceed the original term of office. After the public issuing of the Company's stocks, the Board of Directors shall convene an extraordinary shareholders' meeting within 60 days for a by-election.
Article 18 The Board of Directors is organized by directors, and the chairman is elected by mutual recommendation of two-thirds or more of the directors present and the agreement of more than half of the attending directors. The chairman represents the company externally.
Article 18-1 The convening of the Board of Directors of the Company shall state the reasons and notify all directors seven days in advance. However, in case of emergency, it may be convened at any time.
The convening of the Board of Directors of the Company may be notified to all directors in writing, by email or by fax.
Article 19 Unless otherwise provided by the Company Act, the resolutions of the Board of Directors shall be attended by the presence of more than half of the directors, and shall be carried out with the consent of more than half of the attended directors. A director who participates in a meeting through a video screen is deemed to be present in person; if a director is unable to attend the board meeting due to unavoidable reasons, the director may appoint another director as his/her proxy, and the appointment shall be handled in accordance with Article 205 of the Company Act.
Article 20 When the chairman is on leave or unable to execute his/her duties due to reason,
36
37
his/her proxy shall handle the matter in accordance with the provisions of Article 208 of the Company Art.
Article 21
The remuneration of the directors of the Company may be determined by the Board of Directors according to their level of participation and contribution to the Company's operations, and with reference to the usual industry standards.
Article 22
Chapter V. Managers
The Company may set a position of manager whose appointment, discharge and remuneration shall be subject to Article 29 of the Company Art.
Article 23
Chapter VI. Accounting
At the end of each fiscal year, the Company shall prepare the following list by the Board of Directors and submit to the general meeting of shareholders for approval:
1) Business Report
2) Financial Statements
3) Surplus earning distribution or loss off-setting proposals
Article 24
If the Company have profits in the year (profit refers to the pre-tax income deducting the distribution of employee remuneration and director's remuneration), then no less than 3% of the profit should be allocated as employee remuneration (in which no less than 0.5% should be allocated as frontline employees' remuneration) and no more than 3% should be allocated as director's remuneration. However, when the Company still has accumulated losses, it should reserve the amount to offset the losses in advance.
Article 25
The employee remuneration referred to in the preceding paragraph may be paid in stock or in cash. If the Board of Directors decides to issue stock as a payment, the same resolution may be made in the form of issuing new shares or repurchasing its own shares. The director remuneration referred to in the preceding paragraph shall be paid in cash only.
The preceding two items shall be implemented by a resolution of the Board of Directors and reported to the shareholders' meeting.
If there is a surplus in the Company's annual final accounts, taxes should be paid first to make up for previous losses, and then 10% should be set aside as legal reserve, but where such legal reserve amounts to the total authorized capital, this provision shall not apply. In addition, the Company may set up a special reserve according to its operating needs and legal requirements. If there is still surplus and undistributed surplus at the beginning of the same period, the Board of Directors shall propose a surplus earnings distribution proposal and submit it to the shareholders' meeting for resolution.
Article 26
The profit distribution proposal referred to in the preceding paragraph, authorized the Board of Directors to distribute dividends and bonuses, or all or part of the legal reserve and capital surplus in accordance with Article 241 of the Company Art, with more than two-thirds of the directors present and a resolution passed by more than half of the directors present, in cash form, and report to the shareholders' meeting.
The dividend distribution of the Company is coordinating with the current year's earnings status and based on the principle of maintaining dividend stability; in consideration of the Company's future capital needs and long-term financial planning, among the distributed shareholder dividends, the cash dividends shall not be less than 20% of the total dividends amount. However, the shareholders' meeting may adjust it depending on the actual earning status of the current year and future capital planning.
Article 27
Chapter VII. Supplemental Provisions
When the Company intends to revoke the public issuance of its stock, a resolution shall be passed by the shareholders' meeting, and this article shall not be changed during the emerging period and the listing period.
Article 28
If there are any matters not covered in this Articles of Association, they shall be handled in accordance with the Company Art and relevant laws and regulations.
This article was established on November 4, 1996.
The first amendment was on January 25, 1997.
The second amendment was on September 1, 1997.
The third amendment was on July 20, 1999.
The fourth amendment was made on March 5, 2000.
The fifth amendment was made on April 12, 2001.
The sixth amendment was made on May 18, 2001.
The seventh amendment was on October 8, 2001.
The eighth amendment was made on May 10, 2002.
The ninth amendment was made on February 12, 2003.
The tenth amendment was made on June 30, 2004.
The eleventh amendment was made on September 14, 2004.
The twelfth amendment was made on November 17, 2004.
The thirteenth amendment was made on August 8, 2005.
The fourteenth amendment was made on May 17, 2006.
The fifteenth amendment was on June 23, 2006.
The sixteenth amendment was made on June 28, 2007.
The seventeenth amendment was made on June 6, 2008.
The eighteenth amendment was made on June 8, 2010.
The nineteenth amendment was made on June 15, 2011.
The twentieth amendment was made on June 6, 2012.
The twenty-first amendment was made on June 20, 2013.
The twenty-second amendment was made on June 28, 2016.
The twenty-third amendment was made on June 22, 2017.
The twenty-fourth amendment was made on June 28, 2019.
The twenty-fifth amendment was made on August 31, 2021.
The twenty-sixth amendment was on June 29, 2022.
The twenty-seventh amendment was on June 27, 2023.
The twenty-eighth amendment was on June 25, 2025.
ACES ELECTRONICS CO., LTD.
Chairman: Yuan Wan-Ting
Appendix 3
ACES ELECTRONICS CO., LTD.
Shareholding of All Directors
Reference Date: April 25, 2026
| Position | Name | Numbers of share held (shares) | Shareholding ratio (%) |
|---|---|---|---|
| Chairman | Yuan Wan-Ting | 8,863,487 | 5.41 |
| Director | Huang Wen-Cheng | 0 | 0.00 |
| Director | Hsieh Han-Chang | 0 | 0.00 |
| Director | Hsu Chang-Fei | 6,318,631 | 3.86 |
| Independent Director | Hong Kuo-Ching | 20,000 | 0.01 |
| Independent Director | Wu Hsiang-Hsiang | 0 | 0.00 |
| Independent Director | Lin Hui-Tzu | 0 | 0.00 |
| Total number of shareholdings of all directors (excluding independent directors) | 15,182,118 | 9.27 |
Note: As of the book closure date of the general meeting of shareholders on April 25, 2026, the total number of issued shares of the Company is 163,816,441 shares. According to Article 26 of the Securities and Exchange Art and regulations of "Rules and Review Procedures for Directors and Supervisor Share Ownership Ratios at Public Companies", the minimum number of shares which is required to be held by all directors of the Company is 9,828,986 shares.