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ADLINK — AGM Information 2026
May 18, 2026
52517_rns_2026-05-18_12f8c6d7-5698-40f6-b3ca-cd1a087bbc44.pdf
AGM Information
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ADLINK
Stock Code: 6166
ADLINK Technology Inc.
2026 Annual Shareholders' Meeting
Meeting Handbook
(Translation)
Date: June 18, 2026
Location: No. 66, Huaya 1st Road, Guishan District, Taoyuan City
(1st Floor, Training Classroom)
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2
Table of Contents
MEETING AGENDA
I. Report Items ... 4
II. Ratification Items ... 4
III. Discussions Matters ... 5
IV. Extempore Motions ... 5
ANNEX
Annex 1 Business Report ... 6
Annex 2 Audit Committee's Audit Report ... 8
Annex 3 Remuneration of Directors (including Independent Directors) for Fiscal Year 2025 ... 9
Annex 4 Accountants Audit Report and Financial Statements ... 11
Annex 5 Earnings Distribution Table ... 31
Annex 6 Details of the Proposed Release of Non-Compete Restrictions for Directors and Their Representatives ... 32
APPENDIX
Appendix 1 Articles of Incorporation ... 33
Appendix 2 Rules of Procedure for Shareholders’ Meetings ... 40
Appendix 3 Directors' Shareholding Status ... 49
Meeting Agenda
ADLINK Technology Inc.
2026 Annual Shareholders' Meeting
Convening Method: Physical Shareholders' Meeting
Time: 9:30 a.m. on Thursday, June 18, 2026
Location: No. 66, Huaya 1st Road, Guishan District, Taoyuan City (1st Floor, Training Classroom)
I. Call meeting to order (announce the number of shares in attendance)
II. Chairman's Remarks
III. Report Items
(I) 2025 Business Report
(II) 2025 Audit Committee’s Review Report
(III) 2025 Employees Compensation and Directors' Remuneration
(IV) 2025 Directors’ Remuneration Report
(V) 2025 Report on Cash Dividends from the Distributable Earnings
IV. Ratification Items
(I) 2025 Business Report and Financial Statements
(II) 2025 Earnings Distribution Proposal
V. Discussions Matters
(I) Proposal for Releasing Restrictions on the Competition Behavior of Directors and Their Representatives.
VI. Extempore Motions
VII. Adjournment
I. Report Items
(I) 2025 Business Report
Description: Please refer to Annex 1 on page 6-7 of the Handbook.
(II) 2025 Audit Committee’s Review Report
Description: Please refer to Annex 2 on page 8 of the Handbook.
(III) 2025 Employees Compensation and Directors’ Remuneration
Description: According to the Company Act and the Company’s Articles of Incorporation, it is proposed to distribute employee compensation of NT$ 56,309,770 (including compensation for non-managerial employees) and directors’ remuneration of NT$ 5,480,000, both distributed in cash.
(IV) 2025 Directors’ Remuneration Report
Description:
1. In accordance with Articles 23 and 26 of the Company’s Articles of Incorporation, directors’ remuneration (including compensation from annual earnings) is determined based on each director’s participation and contribution, with reference to industry standards, as resolved by the Board of Directors. Where the Company has pre-tax profit, directors’ compensation shall not exceed 3% of such profit and shall be handled in accordance with applicable regulations.
2. Details of the remuneration policy and individual remuneration are set forth in Annex 3 on page 9-10 of the Handbook.
(V) 2025 Report on Cash Dividends from the Distributable Earnings
Description:
1. According to Article 26-1 of the Company’s Articles of Incorporation, the earning distribution plan is conducted through cash. The Board of Directors is authorized to make a resolution and report it to the shareholders’ meeting.
2. On March 12, 2026, the Board of Directors approved of the distribution of dividends of NT$ 261,114,309 to shareholders as cash dividends at an amount of NT$ 1.20 per share. The Company also set the ex-dividend base date, distribution date, and other related matters, and authorized the Chairman to take full charge of them.
II. Ratification Items
Case 1: Ratification of 2025 Business Report and Financial Statements (Proposed by the Board of Directors)
Description: (I) The Company’s 2025 Business Report, Parent Company Only Financial Statements, and Consolidated Financial Statements have been prepared by the Company’s Board of Directors. The Parent Company Only Financial Statements and Consolidated Financial Statements have been jointly audited by the CPAs Liu Chien-Liang and Wang Yi-Wen from Deloitte & Touche and
have been submitted together with the Business Report to the Company's Audit Committee for review. The Audit Committee has issued a written Review Report accordingly.
(II) Please refer to Annex 1 on pages 6-7 and Annex 4 on pages 11-30 of this Handbook for the documents above.
Resolution:
Case 2: Ratification of 2025 Annual Earnings Distribution Proposal. (Proposed by the Board of Directors)
Description: (I) The Company's net profit after tax was NT$ 511,506,612 in 2025, and plans to distribute a cash dividend of NT$ 261,114,309 from the distributable earnings at an amount of NT$ 1.20 per share.
(II) The Board of Directors has formulated an earnings distribution statement. Please refer to Annex 5 on page 31 of this Handbook.
Resolution:
III. Discussions Matters
Case 1: Proposal of Releasing the Restriction on the Competitive Behavior of Directors and Their Representatives. (Proposed by the Board of Directors)
Description: (I) In accordance with Article 209 of the Company Act, "A director who does anything for himself or on behalf of another person that is within the scope of the company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval."
(II) In order to benefit from the expertise and relevant experience of the directors of the Company, the Company shall release the restrictions on the competitive behavior of the newly elected directors and their representatives and submit it to the Shareholders' Meeting for approval in accordance with the law.
(III) The details of the proposed release of non-compete restrictions on directors and their representatives are set forth in Appendix 6 on page 32 of this Handbook.
Resolution:
IV. Extempore Motions
V. Adjournment
Annex
Annex 1 Business Report
Business Report
Amid the rapidly evolving industry landscape and the accelerating adoption of AI and edge computing, ADLINK successfully established a solid foundation for growth in 2025 and clearly outlined a three-year growth roadmap. With "Accelerate Growth, Maximize Profit" as our core strategy, we aim to enhance the Company's overall influence in terms of revenue scale, profitability, and the Edge AI market. Full-year revenue for 2025 reached NT$11.8 billion, a growth of 17% compared to 2024. Pre-tax net profit was NT$643 million, with earnings per share (EPS) of NT$2.35, representing a tenfold increase compared to the previous year, demonstrating significant improvements in operational efficiency and financial health.
Dual-Engine Growth: Platform Strategy and Vertical Markets Drive the Next Stage
EAAP (Edge AI Apps Platform) will serve as ADLINK's core technology and business growth engine over the next three years, accelerating the Company's transition from a product-oriented model to a platform and ecosystem-driven operating model. Through our platform strategy, we enable AI applications to integrate with ADLINK's hardware more quickly and seamlessly, significantly shortening time-to-market, improving customer adoption speed and success rates. Through a unified platform architecture, we can collaborate with ecosystem partners to go-to-market faster, forming scalable, replicable joint solutions that can be rapidly validated and deployed at the market front line, accelerating business growth.
In terms of market positioning, the Company will focus on four core vertical industries: MedTech, Infotainment, Smart Manufacturing, and Rugged & Mobility. These sectors will serve as the foundation of the Company's stable operations and, together with EAAP, form a "4+1" strategic framework: the four vertical markets provide long-term stable momentum, while the AI platform delivers high-speed growth propulsion, driving ADLINK into the next stage of its growth curve.
Customer-Centric Growth: Building a Resilient, Diversified, and Sustainable Market Presence
In 2025, we fully implemented a more systematic, customer-centric market and sales strategy, committed to becoming the most trusted partner for global customers. We began by "selecting the right customers," identifying the most influential target accounts and key ecosystem partners through three criteria: market potential, strategic value, and long-term contribution, focusing on collaborators who can truly drive growth and build market competitiveness alongside us.
Building on this foundation, we gained a deeper understanding of customer needs and challenges, addressing their core pain points and crafting clear, differentiated value propositions. At the same time, through top-down engagement led by senior executives, we deepened our connections with customer decision-makers, ensuring clarity on "who makes the final decision," and establishing long-term, solid partnerships built on trust, insight, and strategic thinking.
This customer-centric strategy enables ADLINK to build a more resilient, diversified, and sustainable growth presence in the global market, and gives us greater confidence in expanding our market influence over the next three years while laying the critical foundation for the Company's long-term growth.
An Execution Culture Driven by Results
Under our new operating framework, we place greater emphasis on the discipline of "defining the target before taking the shot." All projects, activities, and resource investments must align with the Company's overall
strategy, ensuring that every effort translates into tangible operational contributions rather than mere surface-level activity.
Starting this year, we have defined "the right opportunity" with clearer standards. Led by Marketing and in collaboration with Business Units (BU) and Regional Business Units (RBU), we classify opportunities into three categories: Target Account (TA), Partner, and Quick Sell, evaluated through a consistent framework to ensure resources are concentrated on the most impactful markets and customers.
But setting targets is only the beginning — what truly matters is execution. Each team is accountable for its commitments, continuously tracking progress; when results fall short of expectations, immediate review and rapid adjustment keep the organization agile. We also recognize that results depend on cross-functional collaboration. Marketing, BU, RBU, supply chain, and technical teams must work in close coordination to advance each opportunity from identification to real-world value creation.
This goal-oriented, data-driven, and collaboration-centered operating approach will enable ADLINK to execute its strategy more efficiently and precisely, continuously expanding growth and competitive advantage in an intensely competitive market.
Toward a New Chapter at 30: Embracing the Next Stage with Sustainability and Innovation
2025 also marks an important milestone — ADLINK Technology's 30th anniversary. From our beginnings in embedded product design to becoming a significant force in global edge computing, these achievements are the result of the support of our shareholders, customers, partners, and global team. We extend the most sincere gratitude to all of you. Standing at this milestone of our 30th anniversary, ADLINK recognizes that sustainable operations have evolved from passive compliance into a core strategy that influences corporate competitiveness. In response to the global shift in climate action from "mitigation" to "resilience," we have reviewed and raised our carbon reduction targets, while also introducing the ISO 50001 Energy Management System to improve operational efficiency and emissions reduction through precise data.
Talent and innovation remain the key driving forces behind ADLINK's continued growth. We launched the AI Work Hack learning program to help employees develop the capabilities needed in the AI era, and conducted our first employee engagement survey as an important foundation for building a more cohesive, efficient, and competitive workplace culture. On the product front, ADLINK has officially obtained IEC 62443-4-1 product security development certification, ensuring that industrial edge computing products are built with the most rigorous cybersecurity protections from the design stage, further strengthening our technical credibility and trustworthiness in the global market.
Looking ahead, ADLINK Technology will seize the opportunities presented by AI and edge computing with a clearer strategy, more agile execution, and a longer-term vision. Not only pursuing short-term results, but striving to become a sustainable enterprise that creates long-term value for shareholders. Thirty years of accumulated experience have laid a solid foundation. In the next thirty years, we will advance with integrity, innovation, and resilience, moving toward a more growth-oriented and globally competitive future together with all our partners.
ADLINK Technology Inc.
Chairman: Chun (Jim) Liu
President: I-Tun (Stephen) Huang
Accounting Manager: Hsin-Yu Kuo
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Annex 2 Audit Committee's Audit Report
ADLINK Technology Inc.
Audit Committee's Audit Report
The Board of Directors has audited the financial statements and the consolidated financial statements of the Company for Year 2025, which have been audited by CPAs Liu Chien-Liang and Wang Yi-Wen from Deloitte & Touche. Moreover, the business report and the earnings distribution proposal were audited by the Audit Committee of the Company with no inconsistency. In accordance with Article 14-4 of Securities and Exchange Act and Article 219 of Companies Act, please review the report.
Respectfully submitted to
ADLINK Technology Inc.
2026 Annual Shareholders' Meeting
Audit Committee Convener: Hsing-Hai Wei
March 12, 2026
Annex 3 Remuneration of Directors (including Independent Directors) for Fiscal Year 2025
Unit: NT$ thousand
| Title | Name | Remuneration Paid to Directors | Total Amount of Remuneration (A+B+C+D) (Note 9) | Relevant Remuneration Received by Directors who Are Also Employees | Total Amount of Remuneration (A+B+C+D+E+F+G) (Note 9) | ||
|---|---|---|---|---|---|---|---|
| Remuneration (A) (Note 1) | Severance and Retirement Pension (B) | Directors' Remuneration(C) (Note 2) | Business Execution Fees (D) (Note 3) | Salary, Bonuses, and Allowances (E) (Note 4) | Severance Pay and Pension (F) | Employee Remuneration (G) (Note 5) | |
| The Company | All Companies in the Financial Report (Note 6) | The Company | All Companies in the Financial Report (Note 6) | The Company | All Companies in the Financial Report (Note 6) | The Company | All Companies in the Financial Report (Note 6) |
| Cash Amount | Cash Amount | Stock Amount | Cash Amount | Stock Amount | The Company | All Companies in the Financial Report (Note 6) | |
| Director | AUO Corp. Corporation Representative: Chun (Jim) Liu (Note 10) | 480 | 480 | 0 | 0 | 1,604 | 1,604 |
| Yeou-Yih Chou (Note 10) | 113 | 113 | 0 | 0 | 373 | 373 | 20 |
| Chroma ATE Inc. Representative: Hsiu-Miao Huang (Note 10) | 113 | 113 | 0 | 0 | 373 | 373 | 20 |
| AU Optronics Corporation Representative: Fu-Jen (Frank) Ko | 240 | 240 | 0 | 0 | 802 | 802 | 50 |
| AU Optronics Corporation Representative: I-Fang, Wu | 240 | 240 | 0 | 0 | 802 | 802 | 50 |
| ADLINK Education Foundation Representative: I-Tun (Stephen) Huang (Note 10) | 127 | 127 | 0 | 0 | 429 | 429 | 30 |
| Independent Director | Wei-Chien Li | 985 | 985 | 0 | 0 | 242 | 242 |
| Hsing-Hai Wei | 1,094 | 1,094 | 0 | 0 | 242 | 242 | 50 |
| Chih-Kuang Tseng | 875 | 875 | 0 | 0 | 242 | 242 | 30 |
| Yung-Hao Yu | 875 | 875 | 0 | 0 | 242 | 242 | 50 |
| Shih-Chia Cheng (Note 10) | 424 | 424 | 0 | 0 | 129 | 129 | 20 |
| Total | 5,566 | 5,566 | 0 | 0 | 5,480 | 5,480 | 420 |
| 1. Please explain the independent director remuneration policy, system, standard, and structure, and the connection between the amount of remuneration and the considered factors such as their job responsibilities, risks, and working time: The remuneration for the Company's independent directors is based on a fixed amount plus a weight ratio based on their roles and responsibilities. It is paid quarterly. In addition, considering the risks and time commitment undertaken by independent directors, they are allocated compensation appropriated according to Article 26 of the Articles of Incorporation, and each director and functional committee member is subsidized for meeting attendance expenses. | |||||||
| 2. In addition to the disclosures in the table above, the remuneration received for services rendered by directors of the Company in the most recent year (e.g. acting as consultants to non-employees of the parent company/all companies in the financial statements/reinvestment business, etc.): None. |
| Range of Remuneration Paid to Directors | Name of Director | |||
|---|---|---|---|---|
| Total Amount of Remuneration (A+B+C+D) | Total Amount of Remuneration (A+B+C+D+E+F+G) | |||
| The Company (Note 7) | All Companies in the Financial Report (Note 8) | The Company (Note 7) | All Companies in the Financial Report (Note 8) | |
| Less than NT$1,000,000 | Yeou-Yih Chou, Chroma ATE, Inc., Hsiu-Miao Huang, Fu-Jen (Frank) Ko, I-Fang Wu, ADLINK Education Foundation, I-Tun (Stephen) Huang, Shih-Chia Cheng | Yeou-Yih Chou, Chroma ATE, Inc., Hsiu-Miao Huang, Fu-Jen (Frank) Ko, I-Fang Wu, ADLINK Education Foundation, I-Tun (Stephen) Huang, Shih-Chia Cheng | Yeou-Yih Chou, Chroma ATE, Inc., Hsiu-Miao Huang, Fu-Jen (Frank) Ko, I-Fang Wu, ADLINK Education Foundation, Shih-Chia Cheng | Yeou-Yih Chou, Chroma ATE, Inc., Hsiu-Miao Huang, Fu-Jen (Frank) Ko, I-Fang Wu, ADLINK Education Foundation, Shih-Chia Cheng |
| NT$1,000,000 (inclusive) to NT$2,000,000 (exclusive) | Wei-Chien Li, Hsing-Hai Wei, Chih-Kuang Tseng, Yung-Hao Yu | Wei-Chien Li, Hsing-Hai Wei, Chih-Kuang Tseng, Yung-Hao Yu | Wei-Chien Li, Hsing-Hai Wei, Chih-Kuang Tseng, Yung-Hao Yu | Wei-Chien Li, Hsing-Hai Wei, Chih-Kuang Tseng, Yung-Hao Yu |
| NT$2,000,000 (inclusive) to NT$3,500,000 (exclusive) | Chun (Jim) Liu, AUO Corp. | Chun (Jim) Liu, AUO Corp. | AUO Corp. | AUO Corp. |
| NT$3,500,000 (inclusive) to NT$5,000,000 (exclusive) | None | None | None | None |
| NT$5,000,000 (inclusive) to NT$10,000,000 (exclusive) | None | None | Chun (Jim) Liu, I-Tun (Stephen) Huang | Chun (Jim) Liu, I-Tun (Stephen) Huang |
| Over NT$10,000,000 | None | None | None | None |
| Total | 14 (including 5 legal representative) | 14 (including 5 legal representative) | 14 (including 5 legal representative) | 14 (including 5 legal representative) |
Note 1: Refers to remuneration of directors for the most recent year (including directors' salary, additional compensation, severance pay, various bonuses, incentive pay).
Note 2: Refers to remuneration provided to directors as approved by the Board of Directors for the most recent year.
Note 3: Refers to relevant business expenses incurred by Directors (including travel expenses).
Note 4: It refers to the remuneration received by directors who are also employees in the most recent year, including salaries, job allowances, severance pay, various bonuses, rewards, transportation allowances, special allowances, various allowances, dormitories, company cars, and other in-kind benefits provided. In addition, salary expenses, including employee stock options, recognized in accordance with IFRS 2 "Share-based Payment" should also be included in the remuneration.
Note 5: It refers to directors concurrently serving as employees who received employees' compensation in the most recent fiscal year.
Note 6: The total remuneration provided by all the companies (including the Company) to the Company's Directors must be disclosed in the Consolidated Financial Report.
Note 7: The remuneration provided by the Company to each Director shall be disclosed as a range and the names of directors are disclosed by range of remuneration received.
Note 8: The total amount of various remuneration paid by all companies (including the Company) in the consolidated report to each director of the Company should be disclosed, and the names of the directors should be disclosed in the corresponding range.
Note 9: It refers to the net income after tax in the most recent individual financial report.
Note 10: At the Annual General Meeting held on June 20, 2025, a full re-election of directors was conducted. Former directors Yeou-Yih Chou and Hsiu-Miao Huang, representative of Chroma ATE Inc., completed their terms and stepped down. All other directors were re-elected, with Director Chun (Jim) Liu re-elected as the representative of AUO Corp.. In addition, I-Tun (Stephen) Huang, representative of ADLINK Education Foundation, and independent director Shih-Chia Cheng were newly elected.
* The disclosure of remuneration in this table differs in concept with Income Tax Act, thus is provided for the purpose of information disclosure, not tax purposes.
Policy, Standards, and Components of Directors' Compensation:
Pursuant to Article 5, Paragraph 2 of the Compensation Committee Charter, directors' compensation may include cash compensation, stock options, stock bonuses, retirement benefits or severance payments, various allowances, and other incentive-based compensation, in compliance with the relevant regulations governing annual reports of public companies.
In accordance with Article 23 of the Company's Articles of Incorporation, directors' compensation is determined by the Board of Directors based on each director's level of participation and contribution to the Company's operations, with reference to industry practices and peer benchmarks. In addition, pursuant to Article 26 of the Articles of Incorporation, up to 3% of the Company's pre-tax profit for the year may be allocated as directors' remuneration.
The evaluation primarily considers each director's involvement and contribution, including positions such as Chairperson or member/chair of functional committees, together with compensation levels of peer companies in the same industry.
Annex 4 Accountants Audit Report and Financial Statements
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
ADLINK Technology Inc.
Opinion
We have audited the accompanying consolidated financial statements of ADLINK Technology Inc. and its subsidiaries (collectively referred to as the "Group"), which comprise the consolidated balance sheets as of December 31, 2025 and 2024, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2025 and 2024, and the notes to the consolidated financial statements, including material accounting policy information (collectively referred to as the "consolidated financial statements").
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the years ended December 31, 2025 and 2024, in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and 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 the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2025. 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.
The key audit matters of the consolidated financial statements for the year ended December 31, 2025 are stated as follows:
Revenue Recognition
The operating revenue of ADLINK Technology Inc. mainly arises from selling industrial computers. Based on our assessment, there is a risk that revenue are recognized for certain customers with specific indicators showing abnormal fluctuations that may not reflect actual transactions. Thus, we identified the occurrence of operating revenue from customers that met the abovementioned criteria as a key audit matter.
Refer to Notes 4 and 22 to the consolidated financial statements for details on accounting policies and relevant disclosures on revenue recognition.
The key audit procedures that we performed in respect of the recognition of operating revenue were as follows:
- We obtained an understanding of the internal controls related to the aforementioned sales transactions, assessed the design and tested the operating effectiveness of these controls.
- We performed substantive procedure testing of the aforementioned sales transactions, examined the external supporting documents and the subsequent collection of receivables, and verified that such transactions did occur. We also verified that payments of major customers was consistent with the payment terms.
- We checked for any significant sales return of the aforementioned sales after December 31, 2025, and we confirmed that no significant misstatements of revenue were found from the aforementioned customers.
Other Matter
We have also audited the parent company only financial statements of ADLINK Technology Inc. as of and for the years ended December 31, 2025 and 2024, on which we have issued an unmodified opinion.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
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Those charged with governance, including the audit committee, are responsible for overseeing the Group’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these 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 maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our 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 Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
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We also provide those charged with governance with statements that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements 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 audits resulting in this independent auditors' report are Chien-Liang Liu and Yi-Wen Wang.
Deloitte & Touche
Taipei, Taiwan
Republic of China
March 12, 2026
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors' report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors' report and consolidated financial statements shall prevail.
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ADLINK TECHNOLOGY INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |||
|---|---|---|---|---|
| ASSETS | Amount | % | Amount | % |
| CURRENT ASSETS | ||||
| Cash and cash equivalents (Note 6) | $ 2,458,627 | 19 | $ 2,055,474 | 16 |
| Financial assets at fair value through profit or loss (Notes 7 and 29) | 98 | - | - | - |
| Financial assets at amortized cost | 26,342 | - | 41,724 | - |
| Notes receivable (Note 9) | 51,238 | 1 | 48,253 | - |
| Trade receivables (Note 9) | 2,166,503 | 17 | 2,248,555 | 18 |
| Trade receivables from related parties (Note 29) | 20,673 | - | 61,180 | 1 |
| Other receivables (Note 29) | 97,011 | 1 | 87,346 | 1 |
| Current tax assets | 2,276 | - | 3,656 | - |
| Inventories (Note 10) | 2,706,348 | 21 | 2,568,407 | 20 |
| Prepayments (Note 29) | 103,515 | 1 | 111,715 | 1 |
| Other current assets | 16,076 | - | 7,862 | - |
| Total current assets | 7,648,707 | 60 | 7,234,172 | 57 |
| NON-CURRENT ASSETS | ||||
| Financial assets at fair value through other comprehensive income (Note 8) | 101,607 | 1 | 89,958 | 1 |
| Investments accounted for using the equity method (Note 12) | 23,041 | - | 82,517 | 1 |
| Property, plant and equipment (Notes 13, 29 and 30) | 4,019,255 | 31 | 4,164,344 | 33 |
| Right-of-use assets (Note 14) | 142,322 | 1 | 166,053 | 1 |
| Investment properties (Notes 15 and 30) | 224,057 | 2 | 229,008 | 2 |
| Intangible assets (Notes 16 and 29) | 307,244 | 2 | 341,229 | 3 |
| Deferred tax assets (Note 24) | 339,219 | 3 | 305,314 | 2 |
| Prepayments for equipment | 3,086 | - | 1,921 | - |
| Refundable deposits | 28,943 | - | 31,535 | - |
| Other non-current assets | 458 | - | 1,681 | - |
| Total non-current assets | 5,189,232 | 40 | 5,413,560 | 43 |
| TOTAL | $ 12,837,939 | 100 | $ 12,647,732 | 100 |
| LIABILITIES AND EQUITY | ||||
| CURRENT LIABILITIES | ||||
| Short-term borrowings (Note 17) | $ 1,318,193 | 10 | $ 1,087,222 | 9 |
| Financial liabilities at fair value through profit or loss (Note 7) | 13,221 | - | 1,518 | - |
| Contract liabilities (Note 22) | 222,024 | 2 | 196,558 | 1 |
| Trade payables (Note 18) | 1,498,122 | 12 | 1,612,390 | 13 |
| Trade payables to related parties (Note 29) | 8,851 | - | 14,362 | - |
| Other payables (Notes 19 and 29) | 810,182 | 6 | 825,403 | 6 |
| Current tax liabilities | 132,732 | 1 | 84,830 | 1 |
| Provisions | 65,502 | 1 | 74,027 | 1 |
| Lease liabilities (Note 14) | 32,990 | - | 39,751 | - |
| Current portion of long-term borrowings (Note 17) | 634,256 | 5 | 483,149 | 4 |
| Other current liabilities | 92,186 | 1 | 96,537 | 1 |
| Total current liabilities | 4,828,259 | 38 | 4,515,747 | 36 |
| NON-CURRENT LIABILITIES | ||||
| Long-term borrowings (Note 17) | 2,240,922 | 17 | 2,575,178 | 20 |
| Provisions | 43,556 | - | 36,913 | - |
| Deferred tax liabilities (Note 24) | 21,124 | - | 12,281 | - |
| Lease liabilities (Note 14) | 70,689 | 1 | 83,635 | 1 |
| Net defined benefit liabilities (Note 20) | 11,359 | - | 16,534 | - |
| Total non-current liabilities | 2,387,650 | 18 | 2,724,541 | 21 |
| Total liabilities | 7,215,909 | 56 | 7,240,288 | 57 |
| EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Note 21) | ||||
| Share capital | 2,177,243 | 17 | 2,174,973 | 17 |
| Capital surplus | 1,321,736 | 10 | 1,290,107 | 11 |
| Retained earnings | ||||
| Legal reserve | 788,269 | 7 | 782,098 | 6 |
| Special reserve | 8,808 | - | 156,153 | 1 |
| Unappropriated earnings | 1,425,177 | 11 | 982,654 | 8 |
| Total retained earnings | 2,222,254 | 18 | 1,920,905 | 15 |
| Other equity | (116,505) | (1) | (8,808) | - |
| Total equity attributable to owners of the Company | 5,604,728 | 44 | 5,377,177 | 43 |
| NON-CONTROLLING INTERESTS | 17,302 | - | 30,267 | - |
| Total equity | 5,622,030 | 44 | 5,407,444 | 43 |
| TOTAL | $ 12,837,939 | 100 | $ 12,647,732 | 100 |
The accompanying notes are an integral part of the consolidated financial statements.
ADLINK TECHNOLOGY INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| OPERATING REVENUE (Notes 22 and 29) | $ 11,801,217 | 100 | $ 10,078,338 | 100 |
| OPERATING COSTS (Notes 10, 23 and 29) | 7,583,037 | 65 | 6,282,611 | 63 |
| GROSS PROFIT | 4,218,180 | 35 | 3,795,727 | 37 |
| UNREALIZED GAIN ON TRANSACTIONS WITH ASSOCIATES | - | - | (763) | - |
| REALIZED GAIN ON TRANSACTIONS WITH ASSOCIATES | 763 | - | - | - |
| REALIZED GROSS PROFIT | 4,218,943 | 35 | 3,794,964 | 37 |
| OPERATING EXPENSES (Notes 23 and 29) | ||||
| Selling and marketing | 1,031,447 | 9 | 1,128,624 | 11 |
| General and administrative | 856,719 | 7 | 906,374 | 9 |
| Research and development | 1,671,299 | 14 | 1,700,337 | 17 |
| Expected credit loss (gain) | 1,715 | - | (2,054) | - |
| Total operating expenses | 3,561,180 | 30 | 3,733,281 | 37 |
| PROFIT FROM OPERATIONS | 657,763 | 5 | 61,683 | - |
| NON-OPERATING INCOME AND EXPENSES (Notes 23 and 29) | ||||
| Interest income | 18,757 | - | 23,618 | - |
| Other income | 124,292 | 1 | 164,394 | 2 |
| Other gains and losses | (23,692) | - | (72,589) | (1) |
| Finance costs | (96,375) | (1) | (101,275) | (1) |
| Share of loss of associates (Note 12) | (37,605) | - | (50,021) | - |
| Total non-operating income and expenses | (14,623) | - | (35,873) | - |
| PROFIT BEFORE INCOME TAX | 643,140 | 5 | 25,810 | - |
| INCOME TAX EXPENSE (Note 24) | 143,709 | 1 | 12,295 | - |
| NET PROFIT FOR THE YEAR | 499,431 | 4 | 13,515 | - |
| OTHER COMPREHENSIVE INCOME (LOSS) |
(Continued)
ADLINK TECHNOLOGY INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| Items that will not be reclassified subsequently to profit or loss: | ||||
| Remeasurement of defined benefit plans (Note 20) | $ 3,853 | - | $ 13,503 | - |
| Unrealized gain on investments in equity instruments at fair value through other comprehensive income (Note 21) | (2,922) | - | 7,469 | - |
| Income tax relating to items that will not be reclassified subsequently to profit or loss (Note 24) | (771) | - | (2,700) | - |
| 160 | - | 18,272 | - | |
| Items that may be reclassified subsequently to profit or loss: | ||||
| Exchange differences on translation of the financial statements of foreign operations | (144,811) | (1) | 178,819 | 2 |
| Income tax relating to items that may be reclassified subsequently to profit or loss (Notes 21 and 24) | 28,784 | - | (34,969) | - |
| (116,027) | (1) | 143,850 | 2 | |
| Other comprehensive loss for the year, net of income tax | (115,867) | (1) | 162,122 | 2 |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR | $ 383,564 | 3 | $ 175,637 | 2 |
| NET PROFIT ATTRIBUTABLE TO: | ||||
| Owners of the Company | $ 511,507 | 4 | $ 50,900 | - |
| Non-controlling interests | (12,076) | - | (37,385) | - |
| $ 499,431 | 4 | $ 13,515 | - | |
| TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO: | ||||
| Owners of the Company | $ 396,529 | 3 | $ 209,048 | 2 |
| Non-controlling interests | (12,965) | - | (33,411) | - |
| $ 383,564 | 3 | $ 175,637 | 2 | |
| EARNINGS PER SHARE (Note 25) | ||||
| Basic | $ 2.35 | $ 0.23 | ||
| Diluted | $ 2.34 | $ 0.23 |
The accompanying notes are an integral part of the consolidated financial statements. (Concluded)
ADLINK TECHNOLOGY INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| Equity Attributable to Owners of the Company | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share Capital | Capital Surplus | Retained Earnings | Other Equity | Total Equity Attributable to Owners of the Company | Non-controlling Interests | Total Equity | ||||||||
| Ordinary Shares | Capital Collected in Advance | Total Share Capital | Legal Reserve | Special Reserve | Unappropriated Earnings | Total Retained Earnings | Exchange Differences on Translation of the Financial Statements of Foreign Operations | Unrealized Valuation Gain (Loss) on Financial Assets at Fair Value Through Other Comprehensive Income | Total Other Equity | |||||
| BALANCE AT JANUARY 1, 2024 | $ 2,174,973 | $ - | $ 2,174,973 | $ 1,298,616 | $ 748,708 | $ 147,309 | $ 1,180,683 | $ 2,076,700 | $ (163,734) | $ 7,581 | $ (156,153) | $ 5,394,136 | $ 63,678 | $ 5,457,814 |
| Appropriation of 2023 earnings | ||||||||||||||
| Legal reserve | - | - | - | - | 33,390 | - | (33,390) | - | - | - | - | - | - | - |
| Special reserve | - | - | - | - | - | 8,844 | (8,844) | - | - | - | - | - | - | - |
| Cash dividends distributed by Company - NT$1.0 per share | - | - | - | - | - | - | (217,498) | (217,498) | - | - | - | (217,498) | - | (217,498) |
| Compensation costs of share-based payments recognized by the Company | - | - | - | 16,030 | - | - | - | - | - | - | - | 16,030 | - | 16,030 |
| Changes in capital surplus from investments in associates accounted for using the equity method | - | - | - | (24,539) | - | - | - | - | - | - | - | (24,539) | - | (24,539) |
| Net profit (loss) for the year ended December 31, 2024 | - | - | - | - | - | - | 50,900 | 50,900 | - | - | - | 50,900 | (37,385) | 13,515 |
| Other comprehensive income for the year ended December 31, 2024, net of income tax | - | - | - | - | - | - | 10,803 | 10,803 | 139,876 | 7,469 | 147,345 | 158,148 | 3,974 | 162,122 |
| Total comprehensive income (loss) for the year ended December 31, 2024 | - | - | - | - | - | - | 61,703 | 61,703 | 139,876 | 7,469 | 147,345 | 209,048 | (33,411) | 175,637 |
| BALANCE AT DECEMBER 31, 2024 | 2,174,973 | - | 2,174,973 | 1,290,107 | 782,098 | 156,153 | 982,654 | 1,920,905 | (23,858) | 15,050 | (8,808) | 5,377,177 | 30,267 | 5,407,444 |
| Appropriation of 2024 earnings | ||||||||||||||
| Legal reserve | - | - | - | - | 6,171 | - | (6,171) | - | - | - | - | - | - | - |
| Reversal of special reserve | - | - | - | - | - | (147,345) | 147,345 | - | - | - | - | - | - | - |
| Cash dividends distributed by Company - NT$0.93 per share | - | - | - | - | - | - | (202,877) | (202,877) | - | - | - | (202,877) | - | (202,877) |
| Compensation costs of share-based payments recognized by the Company | - | - | - | 35,356 | - | - | - | - | - | - | - | 35,356 | - | 35,356 |
| Issuance of ordinary shares under employee share options | 980 | 1,290 | 2,270 | 10,700 | - | - | - | - | - | - | - | 12,970 | - | 12,970 |
| Changes in capital surplus from investments in associates accounted for using the equity method | - | - | - | (14,427) | - | - | - | - | - | - | - | (14,427) | - | (14,427) |
| Disposal of investments in equity instruments designated as at fair value through other comprehensive income | - | - | - | - | - | - | (10,363) | (10,363) | - | 10,363 | 10,363 | - | - | - |
| Net profit (loss) for the year ended December 31, 2025 | - | - | - | - | - | - | 511,507 | 511,507 | - | - | - | 511,507 | (12,076) | 499,431 |
| Other comprehensive income (loss) for the year ended December 31, 2025, net of income tax | - | - | - | - | - | - | 3,082 | 3,082 | (115,138) | (2,922) | (118,060) | (114,978) | (889) | (115,867) |
| Total comprehensive income (loss) for the year ended December 31, 2025 | - | - | - | - | - | - | 514,589 | 514,589 | (115,138) | (2,922) | (118,060) | 396,529 | (12,965) | 383,564 |
| BALANCE AT DECEMBER 31, 2025 | $ 2,175,953 | $ 1,290 | $ 2,177,243 | $ 1,321,736 | $ 788,269 | $ 8,808 | $ 1,425,177 | $ 2,222,254 | $ (138,996) | $ 22,491 | $ (116,505) | $ 5,604,728 | $ 17,302 | $ 5,622,030 |
The accompanying notes are an integral part of the consolidated financial statements.
ADLINK TECHNOLOGY INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Income before income tax | $ 643,140 | $ 25,810 |
| Adjustments for: | ||
| Depreciation expenses | 231,554 | 248,181 |
| Amortization expenses | 81,440 | 79,735 |
| Expected credit loss (gain) recognized on trade receivables | 1,715 | (2,054) |
| Net loss of financial assets and liabilities at fair value through profit or loss | 11,605 | 7,044 |
| Finance costs | 96,375 | 101,275 |
| Interest income | (18,757) | (23,618) |
| Dividend income | (717) | (430) |
| Compensation cost of share-based payments | 35,356 | 16,030 |
| Share of loss of associates accounted for using the equity method | 37,605 | 50,021 |
| Loss (gain) on disposal of property, plant and equipment | 2,213 | (474) |
| Loss (gain) on disposal of intangible assets | 13 | (5) |
| Gain on disposal of investments accounted for using the equity method | (1,363) | (41,852) |
| Write-downs of inventories | 111,970 | 32,547 |
| Unrealized gain on the transactions with associates | (763) | - |
| Realized gain on the transactions with associates | - | 763 |
| Net (gain) loss on foreign currency exchange | (72,123) | 7,194 |
| Gain on lease modifications | (58) | (82) |
| Loss on compensation | - | 116,038 |
| Changes in operating assets and liabilities | ||
| Notes receivable | (2,985) | 3,704 |
| Trade receivables | 63,842 | 17,581 |
| Trade receivables from related parties | 38,657 | (22,571) |
| Other receivables | (9,665) | (13,955) |
| Inventories | (251,180) | 552,113 |
| Prepayments | 2,734 | (52,022) |
| Other current assets | (8,213) | 25,857 |
| Other non-current assets | 1,223 | 809 |
| Contract liabilities | 25,466 | (52,629) |
| Trade payables | (90,786) | 316,381 |
| Trade payables to related parties | (5,316) | 547 |
| Other payables | (904) | (60,155) |
| Provisions | (1,882) | (7,976) |
| Other current liabilities | (4,351) | 2,635 |
| Net defined benefit liabilities | (1,322) | 5,951 |
| Cash generated from operations | 914,523 | 1,332,393 |
| Interest received | 18,757 | 23,618 |
| Interest paid | (95,077) | (102,119) |
| Income tax paid | (91,476) | (85,523) |
| Net cash generated from operating activities | 746,727 | 1,168,369 |
(Continued)
ADLINK TECHNOLOGY INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Proceeds from sale of financial assets at fair value through other comprehensive income | $ 140 | $ - |
| Purchase of financial assets at amortized cost | (273) | (15,854) |
| Proceeds from sale of financial assets at amortized cost | 15,558 | 8,272 |
| Purchase of financial assets at fair value through profit or loss | - | (90,198) |
| Proceeds from sale of financial assets at fair value through profit or loss | - | 93,433 |
| Acquisition of investments accounted for using the equity method | (11,879) | (25,398) |
| Proceeds from disposal of investments accounted for using the equity method | 966 | 44,537 |
| Payments for property, plant and equipment | (76,776) | (68,043) |
| Proceeds from disposal of property, plant and equipment | 53 | 2,758 |
| Decrease (increase) in refundable deposits | 2,592 | (2,823) |
| Payments for intangible assets | (54,121) | (67,185) |
| Proceeds from disposal of intangible assets | - | 29 |
| Increase in prepayments for equipment | (4,022) | (13,558) |
| Dividends received | 717 | 430 |
| Net cash used in investing activities | (127,045) | (133,600) |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Proceeds from short-term borrowings | 5,191,200 | 3,150,739 |
| Repayments of short-term borrowings | (4,989,297) | (3,515,133) |
| Proceeds from long-term borrowings | 640,000 | 587,000 |
| Repayments of long-term borrowings | (823,149) | (843,197) |
| Repayment of the principal portion of lease liabilities | (43,776) | (42,630) |
| Cash dividends paid | (202,877) | (217,498) |
| Proceeds from the exercise of employee stock options | 12,970 | - |
| Net cash used in financing activities | (214,929) | (880,719) |
| EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH AND CASH EQUIVALENTS HELD IN FOREIGN CURRENCIES | (1,600) | 59,677 |
| NET INCREASE IN CASH AND CASH EQUIVALENTS | 403,153 | 213,727 |
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR | 2,055,474 | 1,841,747 |
| CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR | $ 2,458,627 | $ 2,055,474 |
The accompanying notes are an integral part of the consolidated financial statements. (Concluded)
21
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
ADLINK Technology Inc.
Opinion
We have audited the accompanying parent company only financial statements of ADLINK Technology Inc. (the “Company”), which comprise the balance sheets as of December 31, 2025 and 2024, and the statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2025 and 2024, and the notes to the parent company only financial statements, including material accounting policy information (collectively referred to as the “parent company only financial statements”).
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and its financial performance and its cash flows for the years ended December 31, 2025 and 2024, in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and 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 the Company 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 for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent company only financial statements for the year ended December 31, 2025. 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.
The key audit matters of the parent company only financial statements for the year ended December 31, 2025 are stated as follows:
Revenue Recognition
The operating revenue of ADLINK Technology Inc. mainly arises from selling industrial computers. Based on our assessment, there is a risk that revenue are recognized for certain customers with specific indicators showing abnormal fluctuations that may not reflect actual transaction. Thus, we identified the occurrence of operating revenue from customers that met the abovementioned criteria as a key audit matter.
Refer to Notes 4 and 19 to the parent company only financial statements for details on accounting policies and relevant disclosures on revenue recognition.
The key audit procedures that we performed in respect of the recognition of operating revenue were as follows:
- We obtained an understanding of the internal controls related to the aforementioned sales transactions, assessed the design and tested the operating effectiveness of these controls.
- We performed substantive procedure testing of the aforementioned sales transactions, examined the external supporting documents and the subsequent collection of receivables, and verified that such transactions did occur. We also verified that the settlement of payments of major customers was consistent with the payment terms.
- We checked for any significant sales return of the aforementioned sales after December 31, 2025, and we confirmed that no significant misstatements of revenue were found from the aforementioned customers.
Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements
Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Company's financial reporting process.
22
Auditors' Responsibilities for the Audit of the Parent Company Only Financial Statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient 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 the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
23
We also provide those charged with governance with statements that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements 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 audits resulting in this independent auditors' report are Chien-Liang Liu and Yi-Wen Wang.
Deloitte & Touche
Taipei, Taiwan
Republic of China
March 12, 2026
Notice 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 accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such parent company only financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors' report and the accompanying parent company only financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors' report and parent company only financial statements shall prevail.
24
ADLINK TECHNOLOGY INC.
PARENT COMPANY ONLY BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |||
|---|---|---|---|---|
| ASSETS | Amount | % | Amount | % |
| CURRENT ASSETS | ||||
| Cash and cash equivalents (Note 6) | $ 1,047,708 | 9 | $ 833,476 | 8 |
| Financial assets at fair value through profit or loss (Notes 7 and 26) | 98 | - | - | - |
| Financial assets at amortized cost | - | - | 8,942 | - |
| Notes receivable (Note 8) | 57 | - | 9,455 | - |
| Trade receivables (Note 8) | 592,271 | 5 | 594,634 | 5 |
| Trade receivables from related parties (Note 26) | 1,706,179 | 15 | 1,508,289 | 14 |
| Other receivables | 35,875 | - | 30,940 | - |
| Other receivables from related parties (Note 26) | 3,641 | - | 8,485 | - |
| Inventories (Note 9) | 1,582,087 | 14 | 1,219,956 | 11 |
| Other current assets (Note 26) | 68,218 | 1 | 72,860 | 1 |
| Total current assets | 5,036,134 | 44 | 4,287,037 | 39 |
| NON-CURRENT ASSETS | ||||
| Investments accounted for using the equity method (Note 10) | 2,588,030 | 23 | 2,772,323 | 26 |
| Property, plant and equipment (Notes 11, 26 and 27) | 3,192,546 | 28 | 3,288,210 | 30 |
| Right-of-use assets (Note 12) | 8,205 | - | 15,634 | - |
| Investment properties (Notes 13 and 27) | 224,057 | 2 | 229,008 | 2 |
| Intangible assets (Note 26) | 37,847 | 1 | 57,159 | 1 |
| Deferred tax assets (Note 21) | 242,434 | 2 | 204,579 | 2 |
| Prepayments for equipment | 2,584 | - | 1,442 | - |
| Refundable deposits | 13,220 | - | 15,077 | - |
| Other non-current assets | 411 | - | 1,349 | - |
| Total non-current assets | 6,309,334 | 56 | 6,584,781 | 61 |
| TOTAL | $ 11,345,468 | 100 | $ 10,871,818 | 100 |
| LIABILITIES AND EQUITY | ||||
| CURRENT LIABILITIES | ||||
| Short-term borrowings (Note 14) | $ 750,000 | 7 | $ 350,000 | 3 |
| Financial liabilities at fair value through profit or loss (Note 7) | 13,221 | - | 1,518 | - |
| Trade payables (Note 15) | 1,010,295 | 9 | 874,701 | 8 |
| Trade payables to related parties (Note 26) | 328,488 | 3 | 507,680 | 5 |
| Other payables (Notes 16 and 26) | 481,363 | 4 | 488,342 | 5 |
| Current tax liabilities | 116,994 | 1 | 52,127 | 1 |
| Provisions | 26,798 | - | 31,419 | - |
| Lease liabilities (Note 12) | 7,673 | - | 9,421 | - |
| Current portion of long-term borrowings (Note 14) | 634,256 | 6 | 483,149 | 4 |
| Other current liabilities (Note 19) | 70,214 | 1 | 66,857 | 1 |
| Total current liabilities | 3,439,302 | 31 | 2,865,214 | 27 |
| NON-CURRENT LIABILITIES | ||||
| Long-term borrowings (Note 14) | 2,240,922 | 20 | 2,575,178 | 24 |
| Provisions | 32,719 | - | 26,798 | - |
| Deferred tax liabilities (Note 21) | 16,167 | - | 4,863 | - |
| Lease liabilities (Note 12) | 271 | - | 6,054 | - |
| Net defined benefit liabilities (Note 17) | 11,359 | - | 16,534 | - |
| Total non-current liabilities | 2,301,438 | 20 | 2,629,427 | 24 |
| Total liabilities | 5,740,740 | 51 | 5,494,641 | 51 |
| EQUITY (Note 18) | ||||
| Share capital | 2,177,243 | 19 | 2,174,973 | 20 |
| Capital surplus | 1,321,736 | 12 | 1,290,107 | 12 |
| Retained earnings | ||||
| Legal reserve | 788,269 | 7 | 782,098 | 7 |
| Special reserve | 8,808 | - | 156,153 | 1 |
| Unappropriated earnings | 1,425,177 | 12 | 982,654 | 9 |
| Total retained earnings | 2,222,254 | 19 | 1,920,905 | 17 |
| Other equity | (116,505) | (1) | (8,808) | - |
| Total equity | 5,604,728 | 49 | 5,377,177 | 49 |
| TOTAL | $ 11,345,468 | 100 | $ 10,871,818 | 100 |
The accompanying notes are an integral part of the parent company only financial statements.
ADLINK TECHNOLOGY INC.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| OPERATING REVENUE (Notes 19 and 26) | $ 8,150,845 | 100 | $ 6,666,370 | 100 |
| OPERATING COSTS (Notes 9, 20 and 26) | 5,669,650 | 69 | 4,632,998 | 70 |
| GROSS PROFIT | 2,481,195 | 31 | 2,033,372 | 30 |
| UNREALIZED LOSS (GAIN) ON TRANSACTIONS WITH ASSOCIATES | 1,529 | - | (6,920) | - |
| NET GROSS PROFIT | 2,482,724 | 31 | 2,026,452 | 30 |
| OPERATING EXPENSES (Notes 20 and 26) | ||||
| Selling and marketing | 269,597 | 3 | 283,099 | 4 |
| General and administrative | 399,394 | 5 | 398,868 | 6 |
| Research and development | 1,128,514 | 14 | 1,145,351 | 17 |
| Expected credit loss (gain) | 1,321 | - | (3,856) | - |
| Total operating expenses | 1,798,826 | 22 | 1,823,462 | 27 |
| PROFIT FROM OPERATIONS | 683,898 | 9 | 202,990 | 3 |
| NON-OPERATING INCOME AND EXPENSES (Notes 20 and 26) | ||||
| Interest income | 4,523 | - | 5,971 | - |
| Other income | 68,853 | 1 | 72,957 | 1 |
| Other gains and losses | (28,282) | - | 35,798 | 1 |
| Finance costs | (69,917) | (1) | (60,675) | (1) |
| Share of profit or loss of subsidiaries and associates | (34,684) | (1) | (212,986) | (3) |
| Total non-operating income and expenses | (59,507) | (1) | (158,935) | (2) |
| PROFIT BEFORE INCOME TAX | 624,391 | 8 | 44,055 | 1 |
| INCOME TAX EXPENSE (BENEFIT) (Note 21) | 112,884 | 2 | (6,845) | - |
| NET PROFIT FOR THE YEAR | 511,507 | 6 | 50,900 | 1 |
| OTHER COMPREHENSIVE INCOME (LOSS) Items that will not be reclassified subsequently to profit or loss: |
(Continued)
ADLINK TECHNOLOGY INC.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| Remeasurement of defined benefit plans (Note 17) | $ 3,853 | - | $ 13,503 | - |
| Share of the other comprehensive loss of subsidiaries accounted for using the equity method (Note 18) | (2,922) | - | 7,469 | - |
| Income tax relating to items that will not be reclassified subsequently to profit or loss (Note 21) | (771) | - | (2,700) | - |
| 160 | - | 18,272 | - | |
| Items that may be reclassified subsequently to profit or loss: | ||||
| Exchange differences on translation of the financial statements of foreign operations (Note 18) | (143,922) | (2) | 174,845 | 3 |
| Income tax relating to items that may be reclassified subsequently to profit or loss (Note 21) | 28,784 | 1 | (34,969) | (1) |
| (115,138) | (1) | 139,876 | 2 | |
| Other comprehensive (loss) income for the year, net of income tax | (114,978) | (1) | 158,148 | 2 |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR | $ 396,529 | 5 | $ 209,048 | 3 |
| EARNINGS PER SHARE (Note 22) | ||||
| Basic | $ 2.35 | $ 0.23 | ||
| Diluted | $ 2.34 | $ 0.23 |
The accompanying notes are an integral part of the parent company only financial statements.(Concluded)
ADLINK TECHNOLOGY INC.
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| Share Capital | Capital Surplus | Retained Earnings | Other Equity | Total Equity | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Ordinary Shares | Capital Collected in Advance | Total Share Capital | Legal Reserve | Special Reserve | Unappropriated Earnings | Total Retained Earnings | Unrealized Valuation Gain (Loss) on Financial Assets at Fair Value Through Other Comprehensive Income | Total Other Equity | Total Equity | |||
| BALANCE AT JANUARY 1, 2024 | $ 2,174,973 | $ - | $ 2,174,973 | $ 1,298,616 | $ 748,708 | $ 147,309 | $ 1,180,683 | $ 2,076,700 | $ (163,734) | $ 7,581 | $ (156,153) | $ 5,394,136 |
| Appropriation of the 2023 earnings | ||||||||||||
| Legal reserve | - | - | - | - | 33,390 | - | (33,390) | - | - | - | - | - |
| Special reserve | - | - | - | - | - | 8,844 | (8,844) | - | - | - | - | - |
| Cash dividends - NT$1.0 per share | - | - | - | - | - | - | (217,498) | (217,498) | - | - | - | (217,498) |
| Compensation costs of share-based payments recognized | - | - | - | 16,030 | - | - | - | - | - | - | - | 16,030 |
| Changes in capital surplus from investments in associates accounted for using the equity method | - | - | - | (24,539) | - | - | - | - | - | - | - | (24,539) |
| Net profit for the year ended December 31, 2024 | - | - | - | - | - | - | 50,900 | 50,900 | - | - | - | 50,900 |
| Other comprehensive income for the year ended December 31, 2024, net of income tax | - | - | - | - | - | - | 10,803 | 10,803 | 139,876 | 7,469 | 147,345 | 158,148 |
| Total comprehensive income for the year ended December 31, 2024 | - | - | - | - | - | - | 61,703 | 61,703 | 139,876 | 7,469 | 147,345 | 209,048 |
| BALANCE AT DECEMBER 31, 2024 | 2,174,973 | - | 2,174,973 | 1,290,107 | 782,098 | 156,153 | 982,654 | 1,920,905 | (23,858) | 15,050 | (8,808) | 5,377,177 |
| Appropriation of the 2024 earnings | ||||||||||||
| Legal reserve | - | - | - | - | 6,171 | - | (6,171) | - | - | - | - | - |
| Reversal of special reserve | - | - | - | - | - | (147,345) | 147,345 | - | - | - | - | - |
| Cash dividends - NT$0.93 per share | - | - | - | - | - | - | (202,877) | (202,877) | - | - | - | (202,877) |
| Compensation costs of share-based payments recognized | - | - | - | 35,356 | - | - | - | - | - | - | - | 35,356 |
| Issuance of ordinary shares under employee share options | 980 | 1,290 | 2,270 | 10,700 | - | - | - | - | - | - | - | 12,970 |
| Changes in capital surplus from investments in associates accounted for using the equity method | - | - | - | (14,427) | - | - | - | - | - | - | - | (14,427) |
| Disposal of investments in equity instruments designated as at fair value through other comprehensive income | - | - | - | - | - | - | (10,363) | (10,363) | - | 10,363 | 10,363 | - |
| Net profit for the year ended December 31, 2025 | - | - | - | - | - | - | 511,507 | 511,507 | - | - | - | 511,507 |
| Other comprehensive income (loss) for the year ended December 31, 2025, net of income tax | - | - | - | - | - | - | 3,082 | 3,082 | (115,138) | (2,922) | (118,060) | (114,978) |
| Total comprehensive income (loss) for the year ended December 31, 2025 | - | - | - | - | - | - | 514,589 | 514,589 | (115,138) | (2,922) | (118,060) | 396,529 |
| BALANCE AT DECEMBER 31, 2025 | $ 2,175,953 | $ 1,290 | $ 2,177,243 | $ 1,321,736 | $ 788,269 | $ 8,808 | $ 1,425,177 | $ 2,222,254 | $ (138,996) | $ 22,491 | $ (116,505) | $ 5,604,728 |
The accompanying notes are an integral part of the parent company only financial statements.
ADLINK TECHNOLOGY INC.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Income before income tax | $ 624,391 | $ 44,055 |
| Adjustments for: | ||
| Depreciation expenses | 141,226 | 148,954 |
| Amortization expenses | 76,585 | 74,374 |
| Expected credit loss (gain) recognized on trade receivables | 1,321 | (3,856) |
| Net loss of financial assets and liabilities at fair value through profit or loss | 11,605 | 7,044 |
| Finance costs | 69,917 | 60,675 |
| Interest income | (4,523) | (5,971) |
| Dividend income | (717) | (430) |
| Compensation cost of share-based payments | 35,356 | 16,030 |
| Share of loss of subsidiaries and associates accounted for using the equity method | 34,684 | 212,986 |
| Loss on disposal of property, plant and equipment | 1,877 | 1 |
| Gain on disposal of investments accounted for using the equity method | (1,986) | - |
| Write-downs of inventories | 50,726 | 5,025 |
| Unrealized (loss) gain on transactions with subsidiaries | (1,529) | 6,920 |
| Net loss (gain) on foreign currency exchange | 8,264 | (72,712) |
| Gain on lease modifications | (56) | - |
| Unrealized gain (loss) on procurement with subsidiaries | 2,766 | (1,208) |
| Changes in operating assets and liabilities | ||
| Notes receivable | 9,398 | (7,126) |
| Trade receivables | (18,838) | 8,306 |
| Trade receivables from related parties | (221,994) | 111,505 |
| Other receivables | (4,935) | (1,388) |
| Other receivables from related parties | 4,866 | 150 |
| Inventories | (412,916) | 336,322 |
| Other current assets | (825) | (31,005) |
| Other non-current assets | 939 | 1,140 |
| Trade payables | 154,811 | 92,628 |
| Trade payables to related parties | (158,208) | 114,579 |
| Other payables | 6,423 | (51,797) |
| Provisions | 1,300 | (5,450) |
| Other current liabilities | 3,357 | 8,115 |
| Net defined benefit liabilities | (1,322) | 5,951 |
| Cash generated from operations | 411,963 | 1,073,817 |
| Interest received | 4,523 | 5,971 |
| Interest paid | (69,216) | (61,123) |
| Income tax paid | (46,555) | (57,763) |
| Net cash generated from operating activities | 300,715 | 960,902 |
| CASH FLOWS FROM INVESTING ACTIVITIES |
(Continued)
ADLINK TECHNOLOGY INC.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| Purchase of financial assets at amortized cost | $ - | $ (8,942) |
| Proceeds from sale of financial assets at amortized cost | 8,942 | 8,000 |
| Proceeds from sale of financial assets at fair value through profit or loss | - | 3,235 |
| Acquisition of investments accounted for using the equity method | (11,879) | (162,612) |
| Proceeds from disposal of investments accounted for using the equity method | 966 | - |
| Payments for property, plant and equipment | (44,318) | (39,420) |
| Proceeds from disposal of property, plant and equipment | - | 4 |
| Decrease (increase) in refundable deposits | 1,856 | (397) |
| Payments for intangible assets | (51,806) | (71,620) |
| Increase in prepayments for equipment | (3,544) | (12,429) |
| Dividends received | 717 | 430 |
| Net cash used in investing activities | (99,066) | (283,751) |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Proceeds from short-term borrowings | 3,874,111 | 1,452,000 |
| Repayments of short-term borrowings | (3,474,111) | (1,752,000) |
| Proceeds from long-term borrowings | 640,000 | 587,000 |
| Repayments of long-term borrowings | (823,149) | (843,197) |
| Repayment of the principal portion of lease liabilities | (10,295) | (11,458) |
| Cash dividends paid | (202,877) | (217,498) |
| Proceeds from the exercise of employee stock options | 12,970 | - |
| Net cash generated from (used in) financing activities | 16,649 | (785,153) |
| EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH AND CASH EQUIVALENTS HELD IN FOREIGN CURRENCIES | (4,066) | 16,836 |
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 214,232 | (91,166) |
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR | 833,476 | 924,642 |
| CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR | $ 1,047,708 | $ 833,476 |
The accompanying notes are an integral part of the parent company only financial statements.(Concluded)
Annex 5
Earnings Distribution Table
ADLINK Technology Inc.
Earnings Distribution Table
2025
Unit: NT$
| Item | Subtotal | Total |
|---|---|---|
| Undistributed earning at the beginning of the period | 920,951,064 | |
| Net profit after tax of the year | 511,506,612 | |
| Adjustments to retained earnings arising from investments accounted for using the equity method | (10,363,330) | |
| Remeasurements of defined benefit plans recognized in retained earnings | 3,082,955 | |
| Net profit after tax for the current period plus items other than net profit after tax included in retained earnings for the current year | 504,226,237 | |
| Appropriation for legal reserve | (50,422,624) | |
| Appropriation for special reserve in accordance with regulations | (107,696,783) | |
| Distributable earnings for the current period | 1,267,057,894 | |
| Distribution items: | ||
| Shareholders' cash dividend (about NT$ 1.20 per share) | 1.20 | (261,114,309) |
| Undistributed earnings at the end of the period | 1,005,943,585 |
Note: (1) The cash dividend distribution plan has authorized the Chairman to set a new base date for the distribution of dividends. The distribution of cash from capital surplus shall "round off all decimal figures". Shares below one NTD will be adjusted from the largest decimal figures to the small ones and then from the previous account numbers to the latest ones, until the total amount of cash distribution has been distributed.
(2) The dividend per share for this distribution is calculated based on 217,769,257 total ordinary shares for dividend calculation as of March 12, 2026, comprising 203,061,698 outstanding ordinary shares and 14,707,559 ordinary shares issued under private placement. Should any subsequent changes in the Company's share capital affect the number of outstanding shares and, consequently, the dividend per share, it is proposed that the Chairman be authorized to make the necessary adjustments.
(3) The surplus of Year 2025 will be given priority in this allocation.
Chairman: Chun Liu
President: I-Tun Huang
Accounting Supervisor: Hsin-Yu Kuo
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Annex 6 Details of the Proposed Release of Non-Compete Restrictions for Directors and Their Representatives
Details of the Proposed Release of Non-Compete Restrictions for Directors and Their Representatives
| Positions held in ADLINK | Name | Items for which release from non-compete restrictions is requested |
|---|---|---|
| Director | AUO Corporation | Chirman, Darwin Precisions Corporation |
| Director, Darwin Precisions Corporation | ||
| Chirman, Yenrich Technology Corporation | ||
| Director, Yenrich Technology Corporation | ||
| Director, SINTRONES Technology Corp. | ||
| Chirman, AUO Mobility Solutions Corporation | ||
| Supervisor, Yo-Pei Water Corporation | ||
| Director, Ennostar Corporation | ||
| ChirmanDa Ping Green Energy Corporation | ||
| ChirmanAUO Power Corporation | ||
| Chirman, Star Shining 2 Energy Corporation | ||
| Director, Star Shining Energy Holdings Corporation | ||
| Chirman, Star Shining Enetek Corporation | ||
| Chirman, AUO Display Plus Corporation | ||
| Chirman, AUO Health Corporation | ||
| Director's Representative | AUO Corporation. | |
| Representative: Fu-Jen (Frank), Ko | Director, AUO (L) Corp. | |
| Chirman, AUO (Vietnam) Company Limited | ||
| Director, AUO (Kunshan) Co., Ltd. | ||
| Director, AUO (Suzhou) Co., Ltd. | ||
| Director, AUO Manufacturing (Shanghai) Co., Ltd. | ||
| Director, AUO (Xiamen) Co., Ltd. | ||
| Chairman's Representative, AUO Mobility Solutions Corporation | ||
| Director, AUO Mobility Solutions Corporation America | ||
| Director, AUO Mobility Solution Japan | ||
| Director's Representative | AUO Corporation | |
| Representative: I-Fang (Tina), Wu | Director, AUO Display Plus Netherlands B.V. | |
| Director, Heilongjiang Talenda Smart Display Technology Co., Ltd. | ||
| Chairman's Representative, NXEPD Corporation | ||
| Independent Director | Chih-Kuang Tseng | Director, Dunpin NO1. Innovation Investment Corp. |
Appendix
Appendix 1 Articles of Incorporation
Articles of Incorporation of ADLINK Technology Inc.
Approved at Annual Shareholders' Meeting on June 20, 2025
Article 1: The Company is organized in accordance with the provisions of the Company Act and is named ADLINK Technology Inc.
Article 2: The Company operates as follows:
- CC01060 Wired Communication Equipment and Apparatus Manufacturing
- CC01070 Telecommunication Equipment and Apparatus Manufacturing
- CC01080 Manufacturing of Electronic Component
- CC01110 Manufacturing of Computers and its Peripherals
- CE01010 General Instrument Manufacturing
- E605010 Computer Equipment Installation.
- EZ05010 Apparatus Installation Construction
- I301010 Software Design Services
- I301020 Data Processing Services
- I301030 Electronic Information Supply Services
- F113070 Wholesale of Telecommunications Equipment
- IG03010 Energy Technical Services
- CC01030 Electrical Appliances and Audiovisual Electronics Manufacturing
- F113020 Wholesale of Household Appliance
- F213010 Retail Sale of Household Appliance
- F218010 Retail Sale of Computer Software
- F108031 Wholesale of Drugs, Medical Goods
- F208031 Retail sale of Medical Equipment
- CF01011 Medical Materials and Equipment Manufacturing
- ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval
Article 3: The Company may provide guarantees for business needs.
Article 4: The total amount of reinvestment made by the Company shall not be limited to 40% of its paid-up capital.
Article 5: The Company is headquartered in Taoyuan City, Taiwan, and may establish, rescind, or make changes to branches or liaison offices at home and abroad if necessary after resolved by the Board of Directors.
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Chapter II. Shares
Article 6: The Company's total capital is NT$2.8 billion, divided into 280 million shares, with NT$10 per share, and the Board of Directors is authorized to issue the shares in batches.
Of the above-mentioned first paid-up capital, an amount of NT$200 million has been reserved for issuance of employee stock option, which will be distributed as 20 million shares at NT$10 per share. The Board of Directors has been delegated to issue the shares in batches.
Article 6-1: The Company may issue employee stock option whose subscription price is lower than the closing price of the Company's common shares on the date of issue. However, this may only be carried out upon resolution from two-thirds of the present shareholders in Shareholders' Meeting which is attended by shareholders representing a majority of the total common shares.
The Company may only repurchase shares at prices lower than fair value and transfers the shares to the employees upon resolution from two-thirds of the present shareholders in the latest Shareholders' Meeting which is attended by shareholders representing a majority of the total common shares.
Article 6-2: The employees who are entitled to the bought back shares to be transferred by the Company, employee stock option, the new shares issued for subscription, and restricted employee stock, including employees of affiliated companies meeting certain specific qualifications. The Board or the person duly designated by the Board is authorized to decide such qualifications and allocation.
Article 7: The Company's shares shall be registered and be issued only after being signed or sealed by at least three Directors and certified by law.
Shares issued by the Company are non-physical securities, but shall be registered by a centralized securities depository enterprise.
The production and issuance of corporate bonds shall follow the two rules specified above.
Article 8: Shareholders shall provide their seals (or sample signatures) to be kept by the Company or a share handling agency designated by the Company, so that they may be verified when receiving dividends or exercising shareholders' rights.
Article 9: Unless otherwise provided for under laws or securities regulations, all share handling matters such as the transfer of shares or any pledge, loss, succession, donation, as well as the change of seals or addresses shall be handled in accordance with the "Regulations Governing the Administration of Shareholder Services of
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Public Companies".
Article 10: All changes made to the list of shareholders shall be suspended sixty days prior to an upcoming General Shareholders' Meeting, thirty days prior to Extraordinary Shareholders' Meeting, or five days prior to the base date before the Company issues dividends, bonuses, or other interests.
Chapter III Shareholders' Meeting
Article 11: The shareholders' meeting is divided into two types: Ordinary Shareholders' Meetings and Extraordinary Shareholders' Meetings. The Ordinary Shareholders' Meeting is held once a year, and is held within six months after the end of each fiscal year. The Extraordinary Shareholders' Meeting is convened as necessary in accordance with law.
Article 12: The chairman of the Board of Directors shall serve as the chairman when a Shareholders Meeting is convened by the Board of Directors. If the chairman is absent or cannot perform his duty for any reason, the delegation process shall be carried out in accordance with Article 208 of the Company Act. If the Shareholders' Meeting is convened by any rightful person other than the Board of Directors, such person shall serve as the chairman of the meeting. When there are more than two persons who convene the meeting, one of them shall be elected among themselves to serve as chairman.
Article 13: If a shareholder is unable to attend the Shareholders' Meeting for any reason, a power of attorney issued by the Company shall be obtained stating the scope of authorization, and a designated representative shall be entrusted to attend the meeting. Shareholders' attendance by designated representatives shall be handled in accordance with Article 177 of the Company Act as well as the "Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies" promulgated by the governing authorities.
Article 14: Other than situations of no voting rights stipulated under Article 179 of the Companies Act, each shareholder of the Company is entitled to the right of one vote per share.
Article 15: Unless otherwise provided for under the Company Act, resolutions of Shareholders Meetings shall be approved by a majority of the present shareholders in Shareholders' Meeting which is attended by shareholders representing a majority of the total common shares.
Article 16: Resolutions made during the Shareholders' Meeting shall be made into a book of meeting minutes and processed according to Article 183 of the Company Act.
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The above-mentioned minute book, the shareholders sign-in sheets and the power of attorney shall be preserved at the Company as a permanent file.
Chapter IV. Directors and Audit Committee
Article 17: The Company shall appoint five to nine seats of directors, and adopted candidate nomination system for shareholders to elect directors from a list of director candidates. They shall serve for a term of three years and shall be eligible for re-election.
The number of Independent Directors shall not be less than two persons in the above-mentioned number of seats for independent directors and shall not be less than one-fifth of the seats of directors. The acceptance of director nominations and other matters to be complied with shall be handled in accordance with the relevant laws and regulations of the Company Act and Securities and Exchange Act.
The total number of shares held by all directors of the Company shall comply with the requirements of the securities regulatory authority.
When the number of directors vacancies reaches one-third of the total or all independent directors are dismissed, the Board of Directors shall hold a by-election at Extraordinary Shareholders' Meeting within sixty days after the date of occurrence. The term of office, in principle, shall be limited to the time period for making up the original term.
The Company shall authorize the Board of Directors to purchase liability insurance for the liabilities that shall be borne by directors when they perform duties during their term of office in accordance with the laws.
Article 18: The Board of Directors shall be organized by the directors to exercise the powers of directors in accordance with laws. A chairman of the Board of Directors shall be elected among the directors with a majority of directors present in Shareholders' Meeting which is attended by two thirds of the Directors. The chairman of the Board of Directors represents the Company.
Article 19: The first meeting of the Board of Directors for each newly elected term shall be convened by the Director who has obtained the most votes. All subsequent meetings of the Board of Directors shall be convened by the Chairman of the Board of Directors, and the Chairman of the Board of Directors shall serve as the chair of these meetings. If the Chairman is absent or cannot perform his duty for any reason, the delegation process shall be handled in accordance with Article 208 of the Company Act.
Article 20: The convening of the meeting of Board of Directors of the Company shall be
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notified to each director seven days in advance, and the Company may convene the meetings of Board of Directors at any time in case of urgent matters. The meeting of Board of Directors of the Company may be convened by written notice, email, or fax.
The director may execute a power of attorney and state therein the scope of authority, by delegating other directors to attend the Board of Directors meeting on his/her behalf, and may exercise their right to vote on all matters raised at the meeting on their behalf, provided that each director represents only one other director.
If a Board meeting is conducted by means of video conferencing, directors who participate in the meeting by such means shall be deemed to have attended the meeting in person.
Article 21: Unless otherwise provided in the Company Act and the Articles of Association, the resolution of the Board of Directors shall be implemented by the presence of a majority of the Directors and the consent of a majority of the Directors present.
Article 22: The Company shall set up the Audit Committee in accordance with the provisions of the Securities and Exchange Act, which shall be composed of all independent directors. The exercise of the powers of the Audit Committee and its members and related matters shall be handled in accordance with the provisions of the laws and regulations of the competent authorities.
Article 23: The remuneration of directors for performing their duties, except for the remuneration for distribution of annual final accounts, which is otherwise handled in accordance with the provisions of Article 26, shall be determined by the Board of Directors according to the degree of engagement of individual directors in the company's operations and the value of their contributions, taking into account the domestic industry standards.
Chapter V. Managerial Officer
Article 24: The Company shall have a general manager and several vice presidents, and their appointment, dismissal and remuneration shall be handled in accordance with the provisions of Article 29 of the Company Act.
If necessary, consultants may be hired upon the decision of the Board of Directors.
Chapter VI. Account Manager
Article 25: The fiscal year of the Company shall be from January 1 to December 31. At the
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end of each fiscal year, the Board of Directors shall prepare the following list and send it to the Audit Committee for review and report to the Annual Shareholders' Meeting for approval 30 days prior to the Annual Shareholders' Meeting.
- Business Report.
- Financial Statements.
- Surplus earning distribution or loss off-setting proposals.
Article 26: If the Company has a net profit before tax for the year, it shall allocate 3% to 20% as compensation to employees and not more than 3% as compensation to directors, and report to the Shareholders' Meeting. However, when the Company still has accumulated losses, it should retain the indemnified amount in advance and then appropriate the amount at the above rates.
At least ten percent of the amount of employee remuneration mentioned in the preceding paragraph shall be allocated for junior employees. The employees who are entitled to employees remunerations in the form of shares or cash including employees of affiliated companies meeting certain specific qualifications. The Board or the person duly designated by the Board is authorized to decide such qualifications and allocation.
Article 26-1: When distributing the Company's annual earnings, the net profit for the current period plus the amount of the items other than the undistributed profit for the current year shall be included in the amount of the undistributed profit for the current year, and the accumulated loss shall be compensated first. If there is any surplus, then 10% shall be set aside for the legal reserve. However, when the legal reserve has reached the amount of the Company's paid-in capital, no further provision shall be made. The remaining amount shall be appropriated or transferred to the special reserve in accordance with the provisions of laws and regulations. If there is still any remaining balance, together with the accumulated undistributed surplus, the Board of Directors shall formulate a surplus distribution proposal and submit it to the Shareholders' Meeting for resolution to distribute dividends to shareholders.
The Board of Directors, with the attendance of two-thirds or more of the directors and the approval of the majority of the attending directors, may decide to distribute all or part of the dividends, bonuses, capital reserves, or statutory surplus reserves in cash, and report to the shareholders' meeting, without being subject to the provisions of the preceding paragraph requiring resolution by the shareholders' meeting.
Article 27: The Company is located in an industry environment that is driven by a wide range of variables. The enterprise life cycle is in a stable growth phase. Considering the Company's continuous expansion, operating turnover and long-term financial
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planning, and meeting the needs of shareholders for cash inflow, the Company's dividend policy has adopted remaining earnings appropriation method in accordance with the Company Act and other relevant laws and regulations. The Company's future capital budget plan shall be used to measure the future annual capital requirements, and the remaining earnings are distributed in the form of dividends only after the Company has financed its capital requirements, of which no less than 10% of the total dividends may be distributed in cash.
Chapter VII. Supplementary Provisions
Article 28: With respect to the matters not provided herein, the Company Act and other applicable laws and regulations shall govern.
Article 29: The Articles of Incorporation was established on July 31, 1995 (the first to the twenty-fifth revisions are omitted).
The 26th amendment on August 25, 2021
The 27th amendment was on June 22, 2022
The 28th amendment was on June 26, 2023
The 29th amendment was on June 19, 2024
The 30th amendment was on June 20, 2025
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Appendix 2 Rules of Procedure for Shareholders' Meetings
ADLINK Technology Inc.
Rules of Procedure for Shareholders' Meetings
Adopted at the Shareholders' Meeting on June 19, 2019
Article 1: The rules are formulated in accordance with article 5 of the governance practice rules of listed and over-the-counter companies for compliance, to establish sound shareholders' meeting governance system, perfect supervision function and enhance management mechanism.
Article 2: The rules of procedure for shareholders' meeting of the Company shall follow these rules, unless otherwise stipulated by law or Articles of Association.
Article 3: A Shareholders' Meeting of the Company shall, unless otherwise provided by the decree, be convened by the Board of Directors.
Thirty days before the Company convenes a general shareholders' meeting or 15 days before an extraordinary shareholders' meeting, the Company shall prepare electronic files of the meeting notice, proxy form, information on proposals for ratification, matters for discussion, election or dismissal of directors, and other matters on the shareholders' meeting agenda and upload them to the Market Observation Post System (MOPS). and shall, 21 days prior to the convening of the Annual Shareholders' Meeting or 15 days prior to the convening of the Extraordinary Shareholders' Meeting, prepare electronic files of the manual for Shareholders' Meeting proceedings and the supplementary materials for the meeting and send these files to the Market Observation Post System. It shall properly prepare the meeting handbook and supplemental data for every shareholders' meeting available to shareholders at any time 15 days before the shareholders' meeting, and display at the Company or special service agency entrusted by the Company for distribution at the meeting.
The notice and announcement shall specify the reason for the convocation.
Appointment or relief of directors, variation to Articles of Association, Company dissolution, consolidation, splitting and items in paragraph 1 of Article 185 of the Company Act, paragraph 1 of article 26 and paragraph 6 of article 43 of securities transaction law, as well as paragraph 1 of article 56 and paragraph 2 of article 60 in operation standards for issuers placement and issuance of negotiable securities
shall be listed in the cause for convention instead of being raised through extempore motion.
Article 4: A shareholder may appoint a proxy to attend a Shareholders' Meeting in his/her/its behalf by executing a power of attorney issued by the Company stating therein the scope of power authorized to the proxy.
A shareholder may only execute one power of attorney and appoint one proxy only, and shall serve such written proxy to the Company no later than 5 days prior to the meeting date of the Shareholders' Meeting. In case two or more written proxies are received from one Shareholder, the first one received by the Company shall prevail. However, a declaration made to cancel the previous proxy appointment is not subject to the aforementioned rule.
Article 5: A Shareholders' Meeting shall be held at a place where the Company is located or a place that is convenient for shareholders to attend and suitable for the convening of the Shareholders' Meeting. The meeting shall not commence earlier than 9:00 a.m. or later than 3:00 p.m., and the opinions of Independent Directors on the vene and time of the convening of the meeting shall be fully taken into consideration.
Article 6: The Company shall state in the notice of the meeting the time and place of the registration of the Shareholders and other matters to be noted.
The aforementioned Shareholder shall register at least 30 minutes prior to the commencement of the meeting; the registration place shall be clearly marked and appropriate and competent personnel shall be dispatched to handle the registration.
The Company shall furnish the attending shareholders and their proxies (collectively, "shareholders") with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.
The Company shall deliver the manual for Shareholders' Meeting proceedings, annual report, attendance cards, speaker's slip, votes and other meeting information to Shareholders present at the Shareholders' Meeting. If there is an election of Director, a separate election ballot shall be attached.
Shareholders should attend the Shareholders' Meeting by presenting their attendance certificates, attendance cards or other attendance documents; they should be the solicitors of the power of attorney and should bring their identification documents for verification.
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When the government or a legal person is a shareholder, its proxy present at the Shareholders' Meeting shall not be limited to one person. When a legal person is entrusted to attend the Shareholders' Meeting, it can only assign one proxy to attend.
Article 7: If a shareholders' meeting is convened by the board of directors, the meeting shall be chaired by the chairman of the board. When the chairman of the board is on leave or for any reason unable to exercise the powers of the chairman, one of the directors shall be appointed to act as chair. Where the chairman does not make such a designation, the directors shall select one person from among themselves to serve as the chair.
If the chairman of the aforementioned meeting is a proxy director, he/she should be a director who has served for more than six months and is aware of the financial and business conditions of the Company. It is the same case when the chairperson is representative of legal person director.
If a shareholders' meeting is convened by a convener other than the board of directors, the convener shall be the chairperson of the shareholders' meeting. If the convener is more than two, one of them shall be recommended as the chairman.
The Company shall designate the entrusted lawyer, CPA or relevant personnel to attend the shareholders' meeting as a nonvoting delegate.
Article 8: The Company shall keep audio record or video record of the whole proceedings of the shareholders' meeting for at least one year. However, if a lawsuit has been instituted by any Shareholder in accordance with the provisions of Article 189 of the Company Act, the said materials shall be kept by the Company until the legal proceedings of the foregoing lawsuit have been concluded.
Article 9: The attendance at the Shareholders' Meeting shall be calculated based on shares. The number of shares attending is calculated on the basis of the signed register or the signed arrival card.
Upon the opening time of the meeting, the chairperson shall immediately announce opening. Only when the meeting is not attended by shareholders holding more than half of all issued shares, can the chairperson announce postponement. And the postponement is limited to two times and the postponed time cannot exceed one hour in total. If there are still not enough Shareholders representing more than one-third of the total number of issued shares present after
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two rounds of postponement, the Chairman shall announce adjournment of the meeting.
If the quorum is still not present after two rounds of the postponement as stipulated in the foregoing but Shareholders representing more than one-third of the total number of issued shares are present, a tentative resolution may be made in accordance with the provisions of Article 175, Item 1 of the Company Act, and each shareholder shall be notified of the said tentative resolution to resume a Shareholders' Meeting within one month
Before closing the meeting, if the meeting is attended by shareholders holding more than half of all issued shares, the chairperson will take it as false resolution and re-apply to the shareholders' meeting for resolution according to provisions of Article 174 of the Company Act.
Article 10: If a Shareholders' Meeting is convened by the Board of Directors, the meeting agenda shall be set by the Board of Directors. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the Shareholders' Meeting.
If the shareholders' meeting is convened by person other than the board of directors who has the right to convene, then the above provisions shall prevail.
Before closing the proceedings (including extempore motion) on the scheduled agenda of the above two items, the chairperson shall not announce adjournment at his own discretion; If the chairman announces adjournment by violating the proceedings rules, other members in the board shall quickly assist the attending shareholders in recommending one person as chairperson through permission of more than half of voting shareholders according to legal procedures and proceed with the meeting.
The chairperson shall give sufficient opportunities of explanation and discussion to the motion, amendment proposal or extempore motion raised by shareholders, announce suspension of discussion when deeming that it reaches the degree to be voted on, and submit for resolution.
Article 11: Before the speech, a Shareholder present at the meeting shall specify on the speaker's slip the subject of the speech, the shareholder account number (or attendance card number) and the account name. The order in which Shareholders speak shall be set by the Chairman.
A shareholder in attendance who has submitted a speaker's slip but does not
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actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject stated on the speaker's slip, the content of the speech shall prevail.
Except with the consent of the Chairman, a Shareholder may not speak more than twice on the same proposal, and a single speech may 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 in attendance is speaking, other Shareholders may not speak or interrupt unless they have sought and obtained the consent of the Chairman and the Shareholder who is speaking; the Chairman shall stop any violation.
When a legal 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 a Shareholder in attendance has spoken, the Chairman may respond in person or direct relevant personnel to respond.
Article 12: Voting at a shareholders' meeting shall be calculated based the number of shares.
For the resolutions at the shareholders' meeting, the number of shares of shareholders with no voting power shall not be included into the total number of issued shares.
When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of the Company, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.
The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.
With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed three percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.
Article 13: Shareholders shall have one vote per share, except for those with restricted or no voting rights.
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In shareholder's meeting of the Company, if the voting power has to be executed in written or electronic form, the execution methods shall be clearly recorded on the convention notice.
A shareholder exercising voting rights by correspondence or electronic means shall be deemed to have attended the Shareholders' Meeting in person. However, the temporary motion of the meeting and the amendment of the original proposal shall be deemed abstention.
A Shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall serve a written declaration of intent to the Company two days before the date of the Shareholders' Meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.
After a Shareholder has exercised voting rights by correspondence or electronic means, in the event the Shareholder intends to attend the Shareholders' Meeting in person, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to the Company, by the same means by which the voting rights were exercised, two days before the date of the Shareholders' Meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a Shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a Shareholders' Meeting, the voting rights exercised by the proxy in the meeting shall prevail.
Except as otherwise provided in the Company Act and in the Articles of Incorporation of the Company, the approval of a proposal shall require an affirmative vote of a majority of the voting rights represented by the Shareholders in attendance. At the time of a vote, for each proposal, the Chairman or a person designated by the Chairman shall first announce the total number of voting rights represented by the Shareholders in attendance, followed by a poll of the Shareholders. After the conclusion of the Shareholders' Meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the Market Observation Post System.
When there is an amendment or an alternative to a proposal, the Chairman shall
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present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of Aurora. Vote counting for shareholders' meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.
Article 14: The election of directors or supervisors at a shareholders' meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately.
The election ballots for the aforementioned election shall be sealed and signed by the personnel who monitored the voting procedure and be kept safely for at least one year. However, if a lawsuit has been instituted by any Shareholder in accordance with the provisions of Article 189 of the Company Act, the said materials shall be kept by the Company until the legal proceedings of the foregoing lawsuit have been concluded.
Article 15: Matters relating to the resolutions of a Shareholders' Meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the Chairman of the meeting and a copy shall be distributed to each shareholder within 20 days after the conclusion of the meeting.
The meeting minutes of the preceding paragraph may be distributed by means of a public announcement made through the MOPS.
The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their results, and shall be retained for the duration of the existence of the Company.
The resolution method mentioned in the preceding paragraph shall be recorded as "passed by the chairman after consultation with all the shareholders present" after the Chairman has solicited the opinions of the shareholders and the shareholders have no objections to the proposal. However, if shareholders have any objection
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to the proposal, the voting method and the proportion of the votes passed against the voting rights should be specified.
Article 16: On the day of a Shareholders Meeting, the Company shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation and the number of shares represented by proxies, and shall make an express disclosure of the same at the venue of the Shareholders' meeting.
If matters put to a resolution at a Shareholders' Meeting constitute material information under applicable laws or regulations or under the regulations of the Taiwan Stock Exchange Corporation (or Taipei Exchange), the Company shall upload the content of such resolution to the Market Observation Post System within the prescribed time period.
Article 17: Staff handling administrative affairs of a shareholders' meeting shall wear identification cards or arm bands.
The chair may direct the proctors or security personnel to help maintain order at the meeting venue. When proctors or security personnel help maintain order at the meeting venue, they shall wear an identification card or armband bearing the word "Proctor."
At the venue of a shareholders' meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the Company, the chair may prevent the shareholder from so doing.
If shareholders violate the proceedings rules, disobey the requirement for correction of the chairperson, interfere with the meeting, and refuse to stop after warnings, the chairperson shall instruct provost officers or security staff to guide them out of the venue.
Article 18: When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.
Before closing proceedings (including extempore motion) on the scheduled agenda at shareholders' meeting, the meeting shall make resolution to seek another venue for meeting if the current venue does not allow for continuous use.
The shareholders' meeting may, in accordance with Article 182 of the Company Act, decide to postpone or renew the meeting within five days.
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Article 19: These Rules, and any amendments hereto, shall be implemented after adoption by shareholders’ meetings.
Article 20: These Rules were established in the Republic of China in 2000
- First amendment on May 7, 2001
- Second amendment on April 30, 2002
- Third amendment on April 15, 2004
- Fourth amendment on June 15, 2011
- Fifth amendment on June 22, 2012
- Sixth amendment on June 19, 2019
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Appendix 3 Directors' Shareholding Status
ADLINK Technology Inc.
Directors' Shareholding Status
The transfer suspension date: April 20, 2026
| Job Title | Name | Date Elected | Term | Shareholding when elected | Shares held at the transfer suspension date | ||
|---|---|---|---|---|---|---|---|
| Number of Shares | % | Number of Shares | % | ||||
| Chairman | AUO Corporation Representative: Chun Liu | 2025.06.20 | Three years | 42,310,407 | 19.45% | 42,310,407 | 19.43% |
| Director | AUO Corporation Representative: Fu-Jen Ko | 2025.06.20 | Three years | 42,310,407 | 19.45% | 42,310,407 | 19.43% |
| Director | AUO Corporation Representative: Yi-Fang Wu | 2025.06.20 | Three years | 42,310,407 | 19.45% | 42,310,407 | 19.43% |
| Director | ADLINK Education Foundation Representative: I-Tun Huang | 2025.06.20 | Three years | 1,554,976 | 0.71% | 1,575,176 | 0.72% |
| Independent Director | Wei-Chien Li | 2025.06.20 | Three years | -- | -- | -- | -- |
| Independent Director | Hsing-Hai Wei | 2025.06.20 | Three years | -- | -- | -- | -- |
| Independent Director | Chih-Kuang Tseng | 2025.06.20 | Three years | -- | -- | -- | -- |
| Independent Director | Yung-Hao Yu | 2025.06.20 | Three years | -- | -- | -- | -- |
| Independent Director | Shih-Chia Cheng | 2025.06.20 | Three years | ||||
| Total | 43,865,383 | 20.17% | 43,885,583 | 20.15% |
Note 1. The paid-in capital of the Company is 2,177,792,570 dollars, and the total number of issued shares is 217,779,257 (including 14,707,559 private common shares).
Note 2. Pursuant to Article 2, Paragraph 4 of the Regulations Governing Shareholding Ratios and Verification for Directors and Supervisors of Public Companies, as independent directors exceed half of the board and an Audit Committee is in place, the minimum director shareholding requirement does not apply.
Thank you for your participation in the annual shareholders' meeting. We welcome your comments and suggestions!
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