Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

AEC AGM Information 2026

May 22, 2026

51840_rns_2026-05-22_02ccc60a-3890-4671-98d1-edf45b8d8558.pdf

AGM Information

Open in viewer

Opens in your device viewer

Stock Code: 1514

2026 General Shareholders Meeting

Meeting Handbook

img-0.jpeg

img-1.jpeg

img-2.jpeg

ALLIS ELECTRIC CO.,LTD.

img-3.jpeg

img-4.jpeg

Meeting Date: June 11, 2026

Venue:2F., No.19-10, Sanchong Rd., Nangang Dist., Taipei City (Nankang Software Park Convention Center)


Contents

I. 2026 Regular Shareholders' Meeting Agenda...1
II. Reported Matters...2
III. Audit Report by Audit Committee...5
IV. Approval Matters...9
V. Discussion Matters...31
VI. Elections...32
VII. Other Matters...35
VIII. Extraordinary Motions...35
IX. Appendices...36
Number of shares owned by directors...36
Rules of Procedure for Shareholders Meetings...37
Procedures for Election of Directors...40
Article of Incorporation...41


Allis Electric Co., Ltd
2026 Regular Shareholders' Meeting Agenda

Date: June 11, 2026 (Thursday) at 9:00 am

Venue: 2F., No.19-10, Sanchong Rd., Nangang Dist., Taipei City (Nangang Software Park Convention Center)

Meeting procedures:

I. Announcement to Start Meeting

II. Chairman's Speech

III. Reported Matters
(1) Report on 2025 Business Report of the Company.
(2) Report on the Company's endorsements/guarantees and external investments.
(3) Report on the Distribution of Employee Remuneration and directors of the Company for 2025.
(4) Report on the Audit Committee's review of the 2025 annual final accounting books and statements.
(5) Report on Directors' Remuneration for 2025

IV. Approval Matters
(1) Approval of the Company's 2025 Business Report and Financial Statements
(2) Approval of the Company's 2025 Profit Distribution Proposal

V. Discussions
Proposal for surplus profit distributed in the form of new shares.

VI. Elections
Re-election of the Company's directors.

VII. Other Matters
Release of non-competition restriction on newly elected directors and their representatives.

VIII. Extemporary Motions

IX. Adjournment

1


2

Reported Matters

I. The Company's 2025 Business Report is submitted for review.

Business Report

The Company's operations in 2025 were as follows:

(1) Operations

The total operating revenue of the year was NT$10,089,963,000 (94.19% was domestic sales valued at NT$9,504,091,000, and 5.81% was external sales valued at NT$585,872,000), an increase of 20.20% (NT$1,695,619,000) compared to the previous year of NT$8,394,344,000, with comparisons by product as follows:

2025 2024 Growth Rate %
Electrical Products 1,986,782 2,380,128 - 16.53
Transformers 1,404,061 1,069,418 + 31.29
Electrical Equipment 1,058,087 1,001,808 + 5.62
Electronic Products 2,229,712 1,968,452 + 13.27
Materials 346,657 204,595 + 69.44
Engineering (With Installation) 3,045,059 1,755,760 + 73.43
Other 19,605 14,183 + 38.23
Total 10,089,963 8,394,344 + 20.20

(2) Production:

Total production total costs in 2025 were NT$8,396,850,000, an increase of 20.67% (+NT$1,438,188,000) compared to the previous year (NT$6,958,662,000), with comparisons by product as follows:

2025 2024 Growth Rate %
Electrical Products 1,730,267 2,015,050 - 14.13
Transformers 1,082,873 886,876 + 22.10
Electrical Equipment 845,186 759,714 + 11.25
Electronic Products 1,779,313 1,644,651 + 8.19
Materials 265,870 131,697 + 101.88
Engineering (With Installation) 2,687,984 1,516,014 + 77.31
Other 5,357 4,660 + 14.96
Total 8,396,850 6,958,662 + 20.67

(3) Profit:

Net income after tax of the fiscal year 2025 was NT$893,312,000, an increase of 11.49% (NT$92,088,000) compared to fiscal year 2024 (NT$801,224,000).

(4) A general description in addition to operational policy, a business summary, and development strategy of 2026

  1. General Description:

The Directorate General of Budget, Accounting and Statistics (DGBAS) announced that Taiwan's preliminary real GDP growth rate for 2025 was 8.68%. Looking ahead, the real GDP growth for 2026 is projected to reach 7.71%, while the Consumer Price Index (CPI) is expected to rise by 1.68% in 2026. To sustain positive economic momentum,


the government is expected to focus on stimulating domestic demand, expanding public infrastructure investment, and encouraging private sector participation. These developments will be favorable for domestic demand-driven industries.

In recent years, Taiwan Power Company has continued to implement its Grid Resilience Strengthening Construction Plan to ensure a stable power supply quality and meet the surging electricity demand from the semiconductor industry. This ongoing initiative is expected to deliver steady benefits to the Company's future revenue and profit growth. For years, the Company has been committed to innovation and transformation. In response to the grid resilience plan, we have continuously developed a range of products, including smart switching devices, photovoltaic green energy solutions, energy storage systems and energy-saving technologies. Additionally, we have supported the ongoing construction of domestic and international semiconductor plants by supplying qualified products with technical services that have received high praise from our clients. Looking ahead, the Company will continue to invest in the innovation and development of products such as power electronics and charging equipment for electric buses and rail vehicles, in line with current market trends and future demand. With the concerted efforts of all employees in 2025, the Company achieved record highs in both procurement and sales revenues, each exceeding NT$10 billion, and also reached a new high in profitability. With a strong order backlog, these achievements are particularly noteworthy.

  1. Operational Strategy:

The global economy will definitely face long-term structural adjustments. Structural transformation is a key change that Taiwan is facing and requires strategy and innovation. The business operating policy of the company in 2026 is focused on taking orders prudently while increasing added value; enhancing the management and control of accounts receivable and inventory to maximize the effectiveness of production-marketing; improving profitability and achieving positive cash flow. Furthermore, we are expecting to strengthen product quality and accelerate the development of new products so that the company can grow and transform continuously.

By capitalizing on the significant business opportunities arising from equipment upgrades for intelligent substations and smart switching facilities in power transmission and distribution under Taiwan Power Company's Grid Resilience Strengthening Construction Plan, and by focusing on demand from railways, green energy, IDC data center construction, and the expansion of major semiconductor manufacturers as outlined in Development Program 2.0, the Company aims to expand its market presence. The Company will also establish a subsidiary in the United States to capture market opportunities in the local semiconductor industry and its related supply chain, and to create its own blue ocean through innovative value-added and flexible services based on market segmentation, product differentiation, and system customization.

3


  1. Orders, production and sales in 2026:

As the number of orders in 2025 was larger than sales, current orders on hand can meet the needs of overall production capacity in 2026. Heavy electrical equipment industry is the basic industry in the country. The global economy, after decades of development, is driving the development of green energy, energy-saving solutions, energy storage, intelligence, and high efficiency, rendering old electronic equipment redundant. Over the years, we will continue to develop new products in line with this global shift. The number of orders and production and sales levels in 2026 are expected to grow steadily.

  1. Company development strategy in the future:

Our commitment to research and development over many years has produced results. Various circuit switches for electricity distribution automation have obtained localization certifications from Tai Power Company so orders could be fulfilled. All products meet the production capacity of the newly built electrical construction materials factory as well. The newly built Transformer Factory No.2 was officially commissioned in the year 2024 and will expand production capacity so we can win high-value orders, including pole-mounted transformers of Taiwan Power Company, and regular-medium and low-voltage transformers for semiconductor factories. Most countries in the world are aiming for net zero emissions by 2050. Taiwan Power Company is also deploying "Green Energy + Energy Storage" equipment. The company has been committed to the development of the large capacity PV INVERTER. In addition, charging equipment for electric buses, electric vehicles, and railway electric units also align with current trends, and a breakthrough is on the horizon. Regarding the future development of the new product and market, the company will remain focused on the development of new smart electrical equipment, amorphous high-efficiency and standard transformers, power electronics, energy saving, energy storage, smart grid, and cloud application related products with accumulated core technology. All colleagues are working hard to achieve our goals, and we appreciate the support of all our shareholders.

Allis Electric Co., Ltd
Chairman: Sung, Herr-Yeh
Manager: Cheng, Chaur-Ping
Accounting Supervisor: Chan, Yi-Yuan


II. Report on the Company's Endorsements/Guarantees and External Investments:

(1) The endorsement and guarantee made by the Company as at Dec 31, 2025 are set out below for review

  1. NT$184,500,000 for Nissin-Allis Electric Co., Ltd
  2. NT$60,000,000 for Ares Technology Co., Ltd
  3. NT$380,400,000 for Air King Industrial Co., Ltd

The above totals NT$624,900,000.

(2) External investments approved by the board of directors in 2025: N/A

III. Report on 2025 Distribution of Employee Remuneration and Director Remuneration of the Company:

The Company's profit for fiscal year 2025 (excluding pre-tax net income before employee compensation and directors' remuneration) was NT$1,168,036,245. Pursuant to Article 25 of the Company's articles of incorporation, a 2% remuneration contribution to directors amounting to NT$23,360,724 and a 4% compensation contribution to employees amounting to NT$ 46,721,449. all of which shall be paid in cash.

IV. The Audit Report by Audit Committee on 2025 Financial Statements

Audit Report by Audit Committee

The board of directors has prepared the Company's 2025 Business Report, Consolidated and Separate Financial Statements and Profit Distribution Proposal, etc. The Consolidated and Separate Financial Statements have audited and certified by CPAs from Hui-Chung CPA and an Audit Report has been issued. The Audit Committee has reviewed such Business Report, Consolidated and Separate Financial Statements and Profit Distribution Proposal and has found them compliant. Thus, this report is issued in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act for review.

To

Allis Electric Co., Ltd. 2026 General Shareholders Meeting

Convener of the audit committee: Huang, Rui-Xiang

March 12, 2026


V. Report on Directors' Remuneration for 2025:

(I). Please describe the policies, systems, standards, and structure for the remuneration of general directors and independent directors of the Company, and explain the relationship between the remuneration paid and factors such as the duties and responsibilities undertaken, risks assumed, and time devoted by the directors.

  1. In accordance with Article 20 of the Company's Articles of Incorporation, directors' remuneration for the performance of their duties shall be determined by the Board of Directors, taking into account each director's level of participation and contribution, with reference to prevailing industry standards. In addition, if the Company reports a profit in a given fiscal year, and in accordance with Article 25 of the Articles of Incorporation, total directors' remuneration shall not exceed 2% of those profits. The Company conducts periodic evaluations of directors' remuneration in accordance with the "Rules for Performance Evaluation of the Board of Directors." The key evaluation criteria and their respective weightings are set out below. All performance evaluations and the reasonableness of remuneration are reviewed by the Remuneration Committee and subsequently approved by the Board of Directors.

(1) Operating Performance: Based on the Company's annual revenue growth rate of 20.20%, pre-tax profit growth rate of 13.82%, and operating profit growth rate of 21.27%. This item accounts for 60% of the overall performance evaluation.

(2) Sustainability Performance: Assessed based on the Company's sustainability commitment targets, including green product innovation, low-carbon manufacturing transformation, circular economy initiatives, sustainable and responsible procurement, and occupational safety and health performance. This item accounts for 20% of the overall performance evaluation.

(3) External Rating: Assessed with reference to changes in the Company's corporate governance evaluation or credit rating agency (CRA) ratings. This item accounts for 10% of the overall performance evaluation.

(4) Industry Benchmarking: Assessed with reference to the average directors' remuneration of listed companies in the same industry or peer companies. This item accounts for 10% of the overall performance evaluation.

Based on the above assessment factors, the improvement in directors' performance this year compared to the previous year was primarily driven by significant increases in the Company's revenue growth rate and pre-tax profit growth rate, reflecting stronger operating performance, as well as greater achievement of sustainability performance targets. As a result, the overall evaluation of directors was higher than in the previous year, and directors' remuneration increased by 33.56% year over year, accounting for 8.48% of net profit after tax.

  1. In accordance with the Company's functional committee charter, all independent directors participate in the operations of the Board of Directors and concurrently serve on both the Remuneration Committee and the Audit Committee, thereby assuming responsibility for deliberation and decision-making at committee meetings. Regardless of the Company's operating performance, independent directors receive a fixed meeting attendance fee/travel allowance. The Company does not provide any other form of remuneration to independent directors, nor are they eligible to receive directors' bonuses. Accordingly, the attendance fee for independent directors is higher than that for general directors in recognition of their additional committee responsibilities.

(II). Details of Directors' Remuneration:


  1. Remuneration of Directors and Independent Directors-the Company
    (Unit: NT$ thousand)
Title Name Remuneration of Directors Ratio of Total Remuneration (A+B+C+D) to Net Income (%) Relevant Remuneration Received by Directors Who are Also Employees Ratio of Total Compensation (A+B+C+D+E+F+G) to Net Income (%) Compensation Paid to Directors from an Invested Company Other than the Company's Subsidiary
Base Compensation (A) Severance Pay(B) Bonus to Directors(C) Allowances(D) Salary, Bonuses, and Allowances (E) Severance Pay(F) Profit Sharing-Employee Bonus (G)
Cash Stock
Chairman Huede Industrial Co., Ltd. Representative Herr-Yeh Sung 0 0 4,672,148 240,000 and rent for automobile, which was 510,000 5,422,148 0.61% 10,006,036 0 1,390,258 0 16,818,442 1.88% No
Vice Chairman Cheng Chaur-Ping 0 0 2,336,072 240,000 and rent for automobile, which was 636,000 3,212,072 0.36% 9,969,372 93,280 1,332,332 0 14,607,056 1.64% No
Director Chengrui Investment Co., Ltd. Representative Cheng-tung Yang 0 0 2,336,072 240,000 and rent for automobile, which was 1,234,800 3,810,872 0.43% 10,767,936 0 1,407,175 0 15,985,983 1.79% No
Director Wen Lee 0 0 2,336,072 240,000 and rent for automobile, which was 352,800 2,928,872 0.33% 2,561,055 108,000 232,682 0 5,830,609 0.65% No
Director Wen-Jing Chen 0 0 2,336,072 240,000 2,576,072 0.29% 6,189,054 96,585 726,990 0 9,588,701 1.07% No
Director Everbright Investment Consultant Co., Ltd. Representative: Min-Shen Chen 0 0 2,336,072 200,000 2,536,072 0.28% 570,000 0 0 0 3,106,072 0.35% No
Director Dudu Investments Co., Ltd. Representative Wen-Yeh Sung 0 0 2,336,072 240,000 2,576,072 0.29% 0 0 0 0 2,576,072 0.29% No
Director Zhuo, Shu-Ji 0 0 2,336,072 240,000 2,576,072 0.29% 0 0 0 0 2,576,072 0.29% No
Director Luo, Shui-Long 0 0 2,336,072 240,000 2,576,072 0.29% 0 0 0 0 2,576,072 0.29% No
Independent Director Huang Rui-Xiang 0 0 0 780,000 780,000 0.09% 0 0 0 0 780,000 0.09% No
Independent Director Hu Shiang-Chi 0 0 0 660,000 660,000 0.07% 0 0 0 0 660,000 0.07% No
Independent Director Lai,Yen-Shin 0 0 0 660,000 660,000 0.07% 0 0 0 0 660,000 0.07% No

8

  1. Remuneration of Directors and Independent Directors-All companies in the consolidated financial statements
    (Unit: NT$ thousand)
Title Name Remuneration of Directors Ratio of Total Remuneration (A+B+C+D) to Net Income (%) Relevant Remuneration Received by Directors Who are Also Employees Ratio of Total Compensation (A+B+C+D+E+F+G) to Net Income (%) Compensation Paid to Directors from an Invested Company Other than the Company's Subsidiary
Base Compensation (A) Severance Pay(B) Bonus to Directors(C) Allowances(D) Salary, Bonuses, and Allowances (E) Severance Pay(F) Profit Sharing-Employee Bonus (G)
Cash Stock
Chairman Huede Industrial Co., Ltd. Representative Herr-Yeh Sung 0 0 4,672,148 360,000 and rent for automobile, which was 510,000 5,542,148 0.62% 10,429,036 0 1,392,345 0 17,363,529 1.94% No
Vice Chairman Cheng Chaur-Ping 0 0 2,336,072 240,000 and rent for automobile, which was 636,000 3,212,072 0.36% 10,445,372 93,280 1,334,419 0 15,085,143 1.69% No
Director Chengrui Investment Co., Ltd. Representative Cheng-tung Yang 0 0 2,728,740 420,000 and rent for automobile, which was 1,234,800 4,383,540 0.49% 14,035,863 0 1,657,175 0 20,076,578 2.25% No
Director Wen Lee 0 0 2,728,740 420,000 and rent for automobile, which was 352,800 3,561,540 0.40% 2,561,055 108,000 232,682 0 6,463,277 0.72% No
Director Wen-Jing Chen 0 0 2,336,072 240,000 2,576,072 0.29% 6,189,054 96,585 726,990 0 9,588,701 1.07% No
Director Everbright Investment Consultant Co., Ltd. Representative: Min-Shen Chen 0 0 2,712,411 260,000 2,972,411 0.33% 1,110,000 0 0 0 4,082,411 0.46% No
Director Dudu Investments Co., Ltd. Representative Wen-Yeh Sung 0 0 2,352,402 360,000 2,712,402 0.30% 1,443,000 0 24,394 0 4,179,796 0.47% No
Director Zhuo, Shu-Ji 0 0 2,336,072 240,000 2,576,072 0.29% 0 0 0 0 2,576,072 0.29% No
Director Luo, Shui-Long 0 0 2,336,072 240,000 2,576,072 0.29% 0 0 0 0 2,576,072 0.29% No
Independent Director Huang Rui-Xiang 0 0 0 780,000 780,000 0.09% 0 0 0 0 780,000 0.09% No
Independent Director Hu Shiang-Chi 0 0 0 660,000 660,000 0.07% 0 0 0 0 660,000 0.07% No
Independent Director Lai,Yen-Shin 0 0 0 660,000 660,000 0.07% 0 0 0 0 660,000 0.07% No

Approval Matters

Agenda 1: Proposed by Board of Directors

Subject: Approval of the Company's 2025 Business Report and Financial Statements.

Illustration:
(1) The Company's 2025 Financial Statements (including the consolidated financial statements) were audited and certified by CPA Yu-Ling Hung and CPA Min-Chih Chuo from Huichung CPAs Firm, and the documents together with the Business Report were approved by the Audit Committee of the Company. Please refer to Page 2 to Page 4 and Page 10 to Page 29 for the Business Report and Financial Statements.
(2) This resolution was approved by the Board of Directors and submitted to Shareholders' Meeting for approval.

Resolution:


Earnest & Co., CPAs.
4F., No.501, Sec.2, Tiding Blvd., Taipei, Taiwan (R.O.C)
恵眾聯合會計師事務所
台北市琉璃大道二段501號4樓
TEL:(02)87519698 FAX:(02)87515658

INDEPENDENT AUDITORS' REPORT

Allis Electric Co., Ltd.

Opinion

We have audited the accompanying parent company only financial statements of Allis Electric Co., Ltd., which comprise the parent company only balance sheets as of December 31, 2025 and 2024, and the parent company only statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the parent company only financial statements, including a summary of significant accounting policies.

In our opinion, based on our audits and the reports of other auditors (refer to Other Matter section), the parent company only financial statements referred to above present fairly, in all material respects, the parent company only financial position of Allis Electric Ltd. as of December 31, 2025 and 2024, and its parent company only financial performance and its parent company only cash flows for the years then ended, in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of Allis Electric Ltd. in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on the results of our audit and the audit reports of other auditors, 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 descriptions of the key audit matters of the parent company only financial statements for the year ended December 31, 2025 are as follows:

Revenue Recognition

Please refer to Note 4(16) of the parent company only financial statements for the accounting policies on revenue recognition.

Because revenue is high-risk in nature and parts of goods are customized, revenue recognition was identified as one of the key audit matters.

We obtained an understanding of and tested the design and operating effectiveness of internal controls over revenue recognition. We also performed tests of the occurrence of sales revenue for


newly added customers that are related parties with significant transactions or newly ranked among the top ten customers, and examined whether the sales counterparties were consistent with the recipients of payments and reviewed subsequent collections to assess whether any unusual matters existed.

Estimated Impairment of Accounts Receivable

Please refer to Note 4(6) of the parent company only financial statements for the accounting policies on impairment of accounts receivables and Note 5 of the parent company only financial statements for uncertainty of accounting estimation and assumptions for the estimated impairment of accounts receivable.

Because of measuring expected credit losses on accounts receivable involve significant judgments and uncertainties, the estimated impairment of accounts receivables was identified as one of the key audit matters.

We evaluated the reasonableness of allowance for impairment loss by testing the aging of accounts receivables and by quantifying the potential risk of accounts receivables that were overdue at the balance sheet date. We tested the recoverability of the accounts receivables by vouching cash receipts after the balance sheet date. For the estimated impairment of accounts receivable, we evaluated the adequacy of management's provision for impairment based on customers' past default experience, current financial position, existing market conditions as well as forward looking estimates.

Other Matter

We did not audit the financial statements of certain investee companies as of and for the years ended December 31, 2025 and 2024, which reflected in the parent company only financial statements using the equity of accounting, but such financial statements were audited by other auditors whose reports have been furnished to us. Thus, our opinion, insofar as it relates to the amounts included in Allis Electric Ltd.'s parent company only financial statements for such investee companies, is based solely on the reports of other auditors. As of December 31, 2025 and 2024, the aforementioned investment accounted for using equity method were NT$605,419 thousand and NT$557,501 thousand, respectively, which represented 4.66% and 5.09%, respectively, of the total assets. Allis Electric Ltd.'s share of comprehensive income or loss of such investee companies were NT$61,605 thousand and NT$87,639 thousand for the years ended December 31, 2025 and 2024, respectively, which represented 6.88% and 9.80%, respectively, of total comprehensive income.

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 Allis Electric Ltd.'s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate Allis Electric Ltd. 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 Allis Electric Ltd.'s financial reporting process.

11


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:

  1. 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.

  2. 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 Allis Electric Ltd.'s internal control.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  4. 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 Allis Electric Ltd.'s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the parent 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 Allis Electric Ltd. to cease to continue as a going concern.

  5. 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.

  6. Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within Allis Electric Ltd. to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision, and performance of the audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those

12


matters that were of most significance in the audit of the parent company only financial statements for the year ended December 31, 2025 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Yu-Ling Hung and Min-Chih Chuo.

Earnest & Co., CPAs.
Taipei, Taiwan
Republic of China

March 12, 2026

Notice to Readers

The accompanying parent company only financial statements are intended only to present the parent company only 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 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.

13


14

Allis Electric Co., Ltd.
PARENT COMPANY ONLY BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)

ASSETS Notes 2025.12.31 2024.12.31
Amount % Amount %
CURRENT ASSETS
1100 Cash and cash equivalents Note 4 and 6 $ 1,302,459 10.04 $ 540,688 4.94
1110 Financial assets at fair value through profit or loss Note 4 and 6 3,058 0.02 69 0.00
1120 Financial assets at fair value through other comprehensive income Note 4 and 6 76,060 0.59 101,750 0.93
1140 Contract assets Note 4 1,376,478 10.61 800,291 7.31
1150 Notes receivable, net Note 4, 6 and 7 61,889 0.48 94,951 0.87
1170 Accounts receivable, net Note 4 and 6 4,251,658 32.76 3,588,033 32.76
1180 Accounts receivable from related parties Note 6 and 7 195,998 1.51 165,801 1.51
1200 Other receivables Note 4, 6, 7 and 8 22,876 0.17 48,448 0.44
1220 Current tax assets Note 4 1,447 0.01
1310 Inventories Note 4 and 6 2,026,898 15.62 2,190,037 20.00
1410 Prepayments 134,059 1.03 78,571 0.71
1479 Other current assets Note 6 101 0.00 649 0.01
11xx Total current assets 9,452,981 72.84 7,609,288 69.48
NON-CURRENT ASSETS
--- --- --- --- --- --- ---
1510 Financial assets at fair value through profit or loss Note 4 and 6 13,500 0.10
1517 Financial assets at fair value through other comprehensive income Note 4 and 6 96,208 0.74 100,781 0.92
1550 Investments accounted for using equity method Note 4, 6 and 7 1,214,348 9.36 1,111,953 10.15
1600 Property, plant and equipment Note 4, 6, 7 and 8 1,550,687 11.95 1,557,852 14.23
1755 Right-of-use assets Note 4 and 6 2,369 0.02 2,987 0.03
1760 Investment properties Note 4, 6 and 8 345,465 2.66 347,523 3.17
1780 Intangible assets Note 4 and 6 35,759 0.27 25,517 0.23
1840 Deferred tax assets Note 4 and 6 34,338 0.26 26,493 0.24
1915 Prepayments for equipment 35,070 0.27 18,376 0.17
1920 Refundable deposits 129,639 1.00 109,648 1.00
1975 Net defined benefit asset Note 4 and 6 57,933 0.45 31,526 0.29
1990 Other non-current assets Note 6 9,748 0.08 9,748 0.09
15xx Total non-current assets 3,525,064 27.16 3,342,404 30.52
1xxx TOTAL ASSETS $ 12,978,045 100.00 $ 10,951,692 100.00

The accompanying notes are an integral part of the parent company only financial statements.

(With Earnest & Co., CPAs auditors' report dated March 12, 2026)


15

Allis Electric Co., Ltd.
PARENT COMPANY ONLY BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)

LIABILITIES AND EQUITY Notes 2025.12.31 2024.12.31
Amount % Amount %
CURRENT LIABILITIES
2100 Short-term loans Note 6 $ 1,338,288 10.31 $ 1,800,000 16.43
2120 Financial liabilities at fair value through profit or loss Note 4 and 6 7,800 0.06 98 0.00
2130 Contract liabilities Note 4 580,802 4.47 367,165 3.35
2170 Accounts payable 2,216,880 17.08 1,795,061 16.39
2180 Accounts payable to related parties Note 7 610,822 4.71 504,777 4.61
2200 Other payables Note 7 360,058 2.77 323,202 2.95
2230 Current tax liabilities Note 4 129,089 1.00 69,929 0.64
2250 Provisions Note 4 and 6 12,100 0.09 12,100 0.11
2280 Lease liabilities Note 4 610 0.01 596 0.01
2320 Current portion of long-term loans Note 6 24,378 0.19 23,830 0.22
2399 Other current liabilities 565 0.00 600 0.01
21xx Total current liabilities 5,281,392 40.69 4,897,358 44.72
NON-CURRENT LIABILITIES
2530 Bonds payable Note4 and 6 1,094,676 8.44 9,690 0.09
2540 Long-term loans Note 6 76,552 0.59 100,931 0.92
2570 Deferred tax liabilities Note4 and 6 185,806 1.43 174,220 1.59
2580 Lease liabilities Note 4 1,755 0.01 2,365 0.02
2645 Guarantee deposits 3,986 0.03 3,459 0.03
25xx Total non-current liabilities 1,362,775 10.50 290,665 2.65
2xxx Total liabilities 6,644,167 51.19 5,188,023 47.37
EQUITY
Share capital Note 6
3110 Ordinary shares 2,731,085 21.05 2,675,437 24.43
3130 Bond conversion entitlement certificates 435 0.00
3100 Total share capital 2,731,085 21.05 2,675,872 24.43
3200 Capital surplus 1,113,619 8.58 985,582 9.00
Retained earnings
3310 Legal reserve 416,508 3.21 333,094 3.04
3320 Special reserve 448,174 3.45 448,977 4.10
3350 Unappropriated earnings 1,681,647 12.96 1,362,388 12.44
3300 Total retained earnings 2,546,329 19.62 2,144,459 19.58
3400 Other equity (26,289) (0.20) (11,378) (0.10)
3500 Treasury Stock (30,866) (0.24) (30,866) (0.28)
3xxx Total equity 6,333,878 48.81 5,763,669 52.63
TOTAL LIABILITIES AND EQUITY $ 12,978,045 100.00 $10,951,692 100.00

The accompanying notes are an integral part of the parent company only financial statements.

(With Earnest & Co., CPAs auditors' report dated March 12, 2026)


Allis Electric Co., Ltd.

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)

Notes 2025 2024
Amount % Amount %
4000 OPERATING REVENUE Note 4, 6 and 7 $ 10,089,963 100.00 $ 8,394,344 100.00
5000 OPERATING COST Note 6 and 7 8,396,850 83.22 6,958,662 82.90
5900 GROSS PROFIT 1,693,113 16.78 1,435,682 17.10
5910 LESS: UNREALIZED GROSS PROFIT ON SALES 5,612 0.06
5920 ADD: REALIZED GROSS PROFIT ON SALES 7,939 0.07
5950 NET GROSS PROFIT 1,701,052 16.85 1,430,070 17.04
OPERATING EXPENSES
6100 Selling and marketing expenses Note 7 353,067 3.50 317,595 3.78
6200 General and administrative expenses Note 7 226,204 2.24 197,719 2.36
6300 Research and development expenses Note 7 125,520 1.24 112,312 1.34
6450 Expected credit impairment loss (gains) 11,912 0.12 (9,240) (0.11)
6000 Total operating expenses 716,703 7.10 618,386 7.37
6900 OPERATING INCOME 984,349 9.75 811,684 9.67
NON-OPERATING INCOME AND EXPENSES
7010 Other income Note 6 and 7 38,929 0.39 29,834 0.35
7020 Other gains and losses Note 6 11,673 0.12 28,909 0.34
7050 Finance costs Note 6 (51,471) (0.51) (37,132) (0.44)
7060 Share of profit of subsidiaries and associates accounted for using equity method Note 4 and 6 114,474 1.13 131,387 1.57
7000 Total non-operating income and expenses 113,605 1.13 152,998 1.82
7900 INCOME BEFORE INCOME TAX 1,097,954 10.88 964,682 11.49
7950 INCOME TAX EXPENSE Note 4 and 6 204,642 2.03 163,458 1.95
8200 NET INCOME 893,312 8.85 801,224 9.54
OTHER COMPREHENSIVE INCOME (LOSS)
Items that will not be reclassified subsequently to profit or loss
8311 Remeasurement of defined benefit plans Note 4 and 6 19,721 0.20 27,916 0.33
8316 Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income Note 4 (30,263) (0.30) 51,802 0.62
8330 Share of other comprehensive income (loss) of subsidiaries and associates accounted for using equity method 8,390 0.09 4,415 0.05
8349 Income tax relating to items that will not be reclassified to profit or loss Note 4 and 6 (3,944) (0.04)
Items that may be reclassified subsequently to profit or loss
8361 Exchange differences on translating foreign operation 8,231 0.08 7,253 0.09
8380 Share of other comprehensive income (loss) of subsidiaries and associates accounted for using equity method 93 0.00 1,221 0.01
8300 Other comprehensive income, net 2,228 0.03 92,607 1.10
8500 TOTAL COMPREHENSIVE INCOME FOR THE YEAR $ 895,540 8.88 $ 893,831 10.64
9750 BASIC EARNINGS PER SHARE Note 6 $ 3.30 $ 2.98
9850 DILUTED EARNINGS PER SHARE Note 6 $ 3.23 $ 2.94

The accompanying notes are an integral part of the parent company only financial statements.

(With Earnest & Co., CPAs auditors' report dated March 12, 2026)

16


Allis Electric Co., Ltd.
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 Retained Earnings Other Equity
Ordinary Shares Bond Conversion Entitlement Certificates Capital Surplus Legal Reserve Special Reserve Unappropriated Earnings Exchange Differences on Translating Foreign Operation Unrealized Gains (Losses) on Financial Assets Measured at Fair Value Through Other Comprehensive Income Treasury Stock Total Equity
BALANCE, JANUARY 1, 2024 $ 2,469,353 $ 58,439 $ 440,925 $ 258,944 $ 449,780 $ 1,068,907 $ (8,209) $ (61,296) $ (41,616) $ 4,635,227
Appropriation of the 2023 earnings
Legal reserve appropriated 74,150 (74,150) (414,672)
Cash dividends (414,672)
Stock dividends 51,834 (51,834)
Net income in 2024 801,224 801,224
Other comprehensive income and loss in 2024, net of income tax 31,405 8,474 52,728 92,607
Total comprehensive income in 2024 832,629 8,474 52,728 893,831
Reversal of special reserve (803) 803
Return of donation from owners (7) (7)
Sale of the Company's shares held by subsidiaries 76,398 10,750 87,148
Disposal of investments in equity instruments at fair value through other comprehensive income 3,075 (3,075)
Changes in equity of subsidiaries accounted for using equity method (198) (198)
Cash dividends distributed to subsidiaries 3,402 3,402
Changes in ownership interests in subsidiary 329 (2,172) (1,843)
Conversion of convertible bonds 96,246 464,535 560,781
Bond conversion entitlement certificates converted to ordinary shares 154,250 (154,250)
BALANCE, DECEMBER 31, 2024 2,675,437 435 985,582 333,094 448,977 1,362,388 265 (11,643) (30,866) 5,763,669
Appropriation of the 2024 earnings
Legal reserve appropriated 83,414 (83,414)
Cash dividends (455,046) (455,046)
Stock dividends 53,535 (53,535)
Net income in 2025 893,312 893,312
Other comprehensive income and loss in 2025, net of income tax 17,009 8,324 (23,105) 2,228
Total comprehensive income in 2025 910,321 8,324 (23,105) 895,540
Reversal of special reserve (803) 803
Equity components of convertible bonds issued by the Company 116,242 116,242
Disposal of investments in equity instruments at fair value through other comprehensive income 130 (130)
Changes in equity of subsidiaries accounted for using equity method 108 108
Cash dividends distributed to subsidiaries 3,729 3,729
Conversion of convertible bonds 1,678 7,958 9,636
Bond conversion entitlement certificates converted to ordinary shares 2,113 (2,113)
BALANCE, DECEMBER 31, 2025 $ 2,731,085 $ - $ 1,113,619 $ 416,508 $ 448,174 $ 1,681,647 $ 8,589 $ (34,878) $ (30,866) $ 6,333,878

The accompanying notes are an integral part of the parent company only financial statements.


18

Allis Electric Co., Ltd.
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 $ 1,097,954 $ 964,682
Adjustments for
Adjustments to reconcile profit (loss)
Depreciation expense 66,677 57,812
Amortization expense 10,023 4,274
Expected credit impairment loss (gain) 11,912 (9,240)
Net gain on financial instruments at fair value through profit or loss (8,273) (5,052)
Interest expense 51,471 37,132
Interest income (11,882) (4,068)
Dividend income (5,502) (3,750)
Share of profit of subsidiaries and associates accounted for using equity method (114,474) (131,387)
Net loss on disposal of property, plant and equipment 685 42
(Realized) unrealized gross profit on sales (7,939) 5,612
Changes in operating assets and liabilities
Increase in contract assets (576,187) (349,507)
Decrease in notes receivable 33,228 115,633
Decrease in notes receivable from related parties 7,837
Decrease (increase) in accounts receivable (675,703) 17,643
Decrease (increase) in accounts receivable from related parties (30,197) 65,801
Decrease in other receivables 12,840 9,910
Decrease in inventories 163,139 294,932
Increase in prepayments (55,488) (4,249)
Decrease (increase) in other current assets 548 (474)
Increase in net defined benefit assets (6,686)
Changes in financial instruments at fair value through profit or loss (781) 154
Increase (decrease) in contract liabilities 213,637 (101,173)
Increase (decrease) in accounts payable 421,819 (143,530)
Increase in accounts payable to related parties 106,045 75,890
Increase (decrease) in other payables 44,166 (45,016)
Decrease in other current liabilities (35) (920)
Decrease in net defined benefit liabilities (14,711)
Cash inflow generated from operations 740,997 844,277
Income tax paid (147,132) (185,210)
Net cash generated from operating activities 593,865 659,067

19

Allis Electric Co., Ltd.
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 INVESTING ACTIVITIES:
Acquisition of financial assets at fair value through profit or loss (13,500)
Acquisition of financial assets at fair value through other comprehensive income (13,001)
Acquisition of investments accounted for using equity method (40,815)
Disposal of investments accounted for using equity method 930
Acquisition of property, plant and equipment (64,262) (129,150)
Proceeds from disposal of property, plant and equipment 53
Acquisition of intangible assets (20,265) (24,872)
Decrease (increase) in prepayments for equipment (16,694) 4,635
Increase in refundable deposits (19,991) (5,435)
Decrease in other receivables 13,081 6
Interest received 11,533 4,054
Cash dividend received 86,886 87,249
Net cash flows used in investing activities (63,974) (75,584)
CASH FLOWS FROM FINANCING ACTIVITIES :
Increase in short-term loans 7,486,703 9,697,184
Decrease in short-term loans (7,948,415) (9,537,184)
Proceeds from issuance of convertible bonds 1,200,713
Decrease in long-term loans (23,831) (23,314)
Increase in guarantee deposits 527 3
Repayment of the principal portion of lease liabilities (596) (1,571)
Interest paid (28,175) (34,245)
Cash dividends paid (455,046) (414,672)
Others (7)
Net cash flows generated from (used in) financing activities 231,880 (313,806)
NET INCREASE IN CASH AND CASH EQUIVALENTS 761,771 269,677
CASH AND CASH EQUIVALENTS, BEGINNING OF THE YEAR 540,688 271,011
CASH AND CASH EQUIVALENTS, END OF THE YEAR $ 1,302,459 $ 540,688

The accompanying notes are an integral part of the parent company only financial statements.
(With Earnest & Co., CPAs auditors' report dated March 12, 2026)


Earnest & Co., CPAs.
4F., No.501, Sec.2, Tiding Blvd., Taipei, Taiwan (R.O.C)
惠眾聯合會計師事務所
台北市琉頂大道二段501號4樓
TEL:(02)87519698 FAX:(02)87515658

INDEPENDENT AUDITORS' REPORT

Allis Electric Co., Ltd.

Opinion

We have audited the accompanying consolidated financial statements of Allis Electric Co., Ltd. and its subsidiaries (collectively referred to as “Allis Electric 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 then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, based on our audits and the reports of other auditors (refer to Other Matter section), the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Allis Electric Group as of December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended, in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and 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 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 Allis Electric 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.

Revenue Recognition

Please refer to Note 4(16) of the consolidated financial statements for the accounting policies on revenue recognition.

Because revenue is high-risk in nature and parts of goods are customized, revenue recognition was identified as one of the key audit matters.

We obtained an understanding of and tested the design and operating effectiveness of internal

20


controls over revenue recognition. We also performed tests of the occurrence of sales revenue for newly added customers that are related parties with significant transactions or newly ranked among the top ten customers, and examined whether the sales counterparties were consistent with the recipients of payments and reviewed subsequent collections to assess whether any unusual matters existed.

Estimated Impairment of Accounts Receivable

Please refer to Note 4(6) of the consolidated financial statements for the accounting policies on impairment of accounts receivables and Note 5 of the consolidated financial statements for uncertainty of accounting estimation and assumptions for the estimated impairment of accounts receivable.

Because of measuring expected credit losses on accounts receivable involve significant judgments and uncertainties, the estimated impairment of accounts receivables was identified as one of the key audit matters.

We evaluated the reasonableness of allowance for impairment loss by testing the aging of accounts receivables and by quantifying the potential risk of accounts receivables that were overdue at the balance sheet date. We tested the recoverability of the accounts receivables by vouching cash receipts after the balance sheet date. For the estimated impairment of accounts receivable, we evaluated the adequacy of management's provision for impairment based on customers' past default experience, current financial position, existing market conditions as well as forward looking estimates.

Other Matter

We did not audit the financial statements of certain subsidiaries of Allis Electric Group as of and for the years ended December 31, 2025 and 2024, which were included in the accompanying consolidated financial statements, but such financial statements were audited by other auditors whose reports have been furnished to us, and our opinion, insofar as it relates to the amounts included in Allis Electric Group's consolidated financial statements for such subsidiaries, is based solely on the reports of other auditors. As of December 31, 2025 and 2024, the total assets of such subsidiaries were NT$487,400 thousand and NT$487,330 thousand, respectively, which represented 3.67% and 4.32%, respectively, of Allis Electric Group's consolidated total assets. For the years ended December 31, 2025 and 2024, the operating revenue of such subsidiaries were NT$540,256 thousand and NT$617,909 thousand, respectively, which represented 5.11% and 6.96%, respectively, of Allis Electric Group's consolidated total operating revenue. In addition, we did not audit the financial statements of certain associates of Allis Electric Group as of and for the years ended December 31, 2025 and 2024, which reflected in the consolidated financial statements using the equity of accounting, but such financial statements were audited by other auditors whose reports have been furnished to us. Thus, our opinion, insofar as it relates to the amounts included in Allis Electric Group's consolidated financial statements for such associates, is based solely on the reports of other auditors. As of December 31, 2025 and 2024, the aforementioned investments accounted for using equity method were NT$420,025 thousand and NT$389,201 thousand, respectively, which represented 3.16% and 3.45%, respectively, of Allis Electric Group's consolidated total assets. Allis Electric Group's share of comprehensive income or loss of such associates were NT$60,355 thousand and NT$74,402 thousand for the years ended December 31, 2025 and 2024, respectively, which represented 6.62% and 8.23%, respectively, of Allis Electric Group's consolidated total comprehensive income.

We have also audited the parent company only financial statements of Allis Electric Co., Ltd. as of and for the years ended December 31, 2025 and 2024 on which we have issued an unmodified opinion with Other Matter section.

21


22

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 IFRS, IAS, IFRIC, and 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 Allis Electric 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 Allis Electric Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including the audit committee, are responsible for overseeing Allis Electric 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:

  1. 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.

  2. 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 Allis Electric Group’s internal control.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  4. 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 Allis Electric 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 Allis Electric Group to cease to continue as a going concern.

  5. 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.

  1. Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within Allis Electric Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2025 and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors' report are Yu-Ling Hung and Min-Chih Chuo.

Earnest & Co., CPAs.
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 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.

23


24

Allis Electric Co., Ltd. and Subsidiaries

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2025 AND 2024

(In Thousands of New Taiwan Dollars)

ASSETS Notes 2025.12.31 2024.12.31
Amount % Amount %
CURRENT ASSETS
1100 Cash and cash equivalents Note 4 and 6 $ 1,694,233 12.76 $ 1,023,242 9.06
1110 Financial assets at fair value through profit or loss Note 4 and 6 3,058 0.02 69 0.00
1120 Financial assets at fair value through other comprehensive income Note 4 and 6 135,968 1.02 142,350 1.26
1140 Contract assets Note 4 1,435,110 10.81 832,546 7.37
1150 Notes receivable, net Note 4, 6 and 7 64,663 0.49 95,397 0.85
1170 Accounts receivable, net Note 4 and 6 4,514,644 34.00 3,819,728 33.83
1180 Accounts receivable from related parties Note 6 and 7 95,651 0.72 12,930 0.12
1200 Other receivables Note 4, 6, 7, and 8 33,659 0.25 58,231 0.51
1220 Current tax assets Note 4 1,490 0.01 471 0.00
1310 Inventories Note 4 and 6 2,200,329 16.57 2,374,348 21.03
1410 Prepayments 148,341 1.12 93,046 0.82
1479 Other current assets Note 6 191 0.00 4,250 0.04
11xx Total current assets 10,327,337 77.77 8,456,608 74.89
NON-CURRENT ASSETS
--- --- --- --- --- --- ---
1510 Financial assets at fair value through profit or loss Note 4 and 6 13,500 0.10
1517 Financial assets at fair value through other comprehensive income Note 4 and 6 122,134 0.92 131,038 1.16
1550 Investments accounted for using equity method Note 4 and 6 420,025 3.16 389,201 3.45
1600 Property, plant and equipment Note 4, 6 and 8 1,730,411 13.03 1,728,841 15.31
1755 Right-of-use assets Note 4 and 6 8,384 0.06 9,114 0.08
1760 Investment properties Note 4, 6 and 8 345,465 2.60 347,523 3.08
1780 Intangible assets Note 4 and 6 36,469 0.28 26,898 0.24
1840 Deferred tax assets Note 4 and 6 34,903 0.26 27,010 0.24
1915 Prepayments for equipment 35,070 0.27 18,376 0.16
1920 Refundable deposits 130,721 0.99 109,812 0.97
1975 Net defined benefit asset Note 4 and 6 65,233 0.49 37,346 0.33
1980 Other receivables Note 6 440 0.00 407 0.00
1990 Other non-current assets Note 6 9,748 0.07 9,748 0.09
15xx Total non-current assets 2,952,503 22.23 2,835,314 25.11

1xxx TOTAL ASSETS $ 13,279,840 100.00 $ 11,291,922 100.00

The accompanying notes are an integral part of the consolidated financial statements.
(With Earnest & Co., CPAs auditors' report dated March 12, 2026)


25

Allis Electric Co., Ltd. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)

LIABILITIES AND EQUITY Notes 2025.12.31 2024.12.31
Amount % Amount %
CURRENT LIABILITIES
2100 Short-term loans Note 6 $ 1,598,288 12.05 $ 1,970,000 17.44
2120 Financial liabilities at fair value through profit or loss Note 4 and 6 7,800 0.06 98 0.00
2130 Contract liabilities Note 4 and 7 590,121 4.44 383,921 3.40
2150 Notes payable Note 7 71,985 0.54 30,125 0.27
2170 Accounts payable 2,361,732 17.78 1,975,606 17.49
2180 Accounts payable to related parties Note 7 138,592 1.04 139,661 1.24
2200 Other payables Note 7 472,515 3.56 415,307 3.68
2230 Current tax liabilities Note 4 138,144 1.04 84,676 0.75
2250 Provisions Note 4 and 6 12,100 0.09 12,100 0.11
2280 Lease liabilities Note 4 4,122 0.03 3,567 0.03
2320 Current portion of long-term loans Note 6 38,907 0.29 29,762 0.26
2399 Other current liabilities 1,074 0.01 1,031 0.01
21xx Total current liabilities 5,435,380 40.93 5,045,854 44.68
NON-CURRENT LIABILITIES
2530 Bonds payable Note 4 and 6 1,094,676 8.24 9,690 0.09
2540 Long-term loans Note 6 147,566 1.11 185,866 1.65
2570 Deferred tax liabilities Note 4 and 6 186,545 1.40 174,476 1.54
2580 Lease liabilities Note 4 4,529 0.04 5,672 0.05
2645 Guarantee deposits 3,986 0.03 3,459 0.03
25xx Total non-current liabilities 1,437,302 10.82 379,163 3.36
2xxx Total liabilities 6,872,682 51.75 5,425,017 48.04
EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT Note 6
3110 Ordinary shares 2,731,085 20.56 2,675,437 23.70
3130 Bond conversion entitlement certificates 435 0.00
3100 Total share capital 2,731,085 20.56 2,675,872 23.70
3200 Capital surplus 1,113,619 8.39 985,582 8.73
Retained earnings
3310 Legal reserve 416,508 3.14 333,094 2.95
3320 Special reserve 448,174 3.37 448,977 3.97
3350 Unappropriated earnings 1,681,647 12.67 1,362,388 12.07
3300 Total retained earnings 2,546,329 19.18 2,144,459 18.99
3400 Other equity (26,289) (0.20) (11,378) (0.10)
3500 Treasury Stock (30,866) (0.23) (30,866) (0.27)
31xx Total equity attributable to owners of the parent 6,333,878 47.70 5,763,669 51.05
36xx NON-CONTROLLING INTERESTS Note 6 73,280 0.55 103,236 0.91
3xxx Total equity 6,407,158 48.25 5,866,905 51.96
TOTAL LIABILITIES AND EQUITY $ 13,279,840 100.00 $ 11,291,922 100.00

The accompanying notes are an integral part of the consolidated financial statements.
(With Earnest & Co., CPAs auditors' report dated March 12, 2026)


26

Allis Electric Co., Ltd. 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)

Notes 2025 2024
Amount % Amount %
4000 OPERATING REVENUE Note 4, 6 and 7 $ 10,570,657 100.00 $ 8,877,878 100.00
5000 OPERATING COST Note 6 and 7 8,589,801 81.26 7,174,157 80.81
5900 GROSS PROFIT 1,980,856 18.74 1,703,721 19.19
5910 LESS: UNREALIZED GROSS PROFIT ON SALES 1,347 0.01
5920 ADD: REALIZED GROSS PROFIT ON SALES 469 0.01
5950 NET GROSS PROFIT 1,981,325 18.75 1,702,374 19.18
OPERATING EXPENSES
6100 Selling and marketing expenses Note 7 505,465 4.78 466,382 5.25
6200 General and administrative expenses 263,558 2.50 221,855 2.50
6300 Research and development expenses Note 7 130,892 1.24 121,500 1.37
6450 Expected credit impairment loss (gains) 12,926 0.12 (5,923) (0.06)
6000 Total operating expenses 912,841 8.64 803,814 9.06
6900 OPERATING INCOME 1,068,484 10.11 898,560 10.12
NON-OPERATING INCOME AND EXPENSES
7010 Other income Note 6 and 7 46,361 0.44 33,577 0.38
7020 Other gains and losses Note 6 20,198 0.19 32,576 0.37
7050 Finance costs Note 6 (59,847) (0.57) (43,853) (0.50)
7060 Share of profit of associates accounted for using equity method Note 4 and 6 60,281 0.57 71,197 0.80
7000 Total non-operating income and expenses 66,993 0.63 93,497 1.05
7900 INCOME BEFORE INCOME TAX 1,135,477 10.74 992,057 11.17
7950 INCOME TAX EXPENSE Note 4 and 6 228,271 2.16 181,251 2.04
8200 NET INCOME 907,206 8.58 810,806 9.13
OTHER COMPREHENSIVE INCOME (LOSS)
Items that will not be reclassified subsequently to profit or loss
8311 Remeasurement of defined benefit plans Note 4 and 6 21,079 0.20 29,557 0.33
8316 Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income Note 4 (23,252) (0.22) 52,481 0.59
8321 Share of remeasurement of defined benefit plans of associates accounted for using equity method Note 4 (19) 0.00 1,984 0.02
8349 Income tax relating to items that will not be reclassified to profit or loss Note 4 and 6 (4,008) (0.04) (81) (0.00)
Items that may be reclassified subsequently to profit or loss
8361 Exchange differences on translating foreign operation 10,876 0.11 8,551 0.10
8370 Share of other comprehensive income (loss) of associates accounted for using equity method Note 4 93 0.00 1,221 0.02
8300 Other comprehensive income, net 4,769 0.05 93,713 1.06
8500 TOTAL COMPREHENSIVE INCOME FOR THE YEAR $ 911,975 8.63 $ 904,519 10.19
8600 NET INCOME ATTRIBUTABLE TO
8610 Owners of the parent $ 893,312 8.45 $ 801,224 9.02
8620 Non-controlling interests 13,894 0.13 9,582 0.11
$ 907,206 8.58 $ 810,806 9.13
8700 TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO
8710 Owners of the parent $ 895,540 8.47 $ 893,831 10.07
8720 Non-controlling interests 16,435 0.16 10,688 0.12
$ 911,975 8.63 $ 904,519 10.19
9750 BASIC EARNINGS PER SHARE Note 6 $ 3.30 $ 2.98
9850 DILUTED EARNINGS PER SHARE Note 6 $ 3.23 $ 2.94

The accompanying notes are an integral part of the consolidated financial statements.

(With Earnest & Co., CPAs auditors' report dated March 12, 2026)


Allis Electric Co., Ltd. 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 Parent

Share Capital Retained Earnings Other Equity
Ordinary Shares Bond Conversion Entitlement Certificates Capital Surplus Legal Reserve Special Reserve Unappropriated Earnings Exchange Differences on Translating Foreign Operation Unrealized Gains (Losses) on Financial Assets Measured at Fair Value Through Other Comprehensive Income Treasury Stock Total Non-controlling Interests
BALANCE, JANUARY 1, 2024 $ 2,469,353 $ 58,439 $ 440,925 $ 258,944 $ 449,780 $ 1,068,907 $ (8,209) $ (61,296) $ (41,616) $ 4,635,227 $ 100,149
Appropriation of the 2023 earnings
Legal reserve appropriated - - - 74,150 - (74,150) - - - - -
Cash dividends - - - - - (414,672) - - (414,672) - (414,672)
Stock dividends 51,834 - - - - (51,834) - - - - -
Net income in 2024 - - - - - 801,224 - - 801,224 9,582 810,806
Other comprehensive income and loss in 2024, net of income tax - - - - - 31,405 8,474 52,728 92,607 1,106 93,713
Total comprehensive income in 2024 - - - - - 832,629 8,474 52,728 893,831 10,688 904,519
Reversal of special reserve - - - - (803) 803 - - - - -
Return of donation from owners - - (7) - - - - - (7) - (7)
Sale of the Company's shares held by subsidiaries - - 76,398 - - - - 10,750 87,148 53 87,201
Disposal of investments in equity instruments at fair value through other comprehensive income - - - - - 3,075 - (3,075) - - -
Cash dividends from subsidiaries - - - - - - - - - (9,589) (9,589)
Changes in equity of subsidiary accounted for using the equity method - - - - - (198) - - (198) - (198)
Cash dividends distributed to subsidiaries - - 3,402 - - - - - 3,402 2 3,404
Changes in ownership interests in subsidiary - - 329 - - (2,172) - - (1,843) 1,933 90
Conversion of convertible bonds - 96,246 464,535 - - - - - 560,781 - 560,781
Bond conversion entitlement certificates converted to ordinary shares 154,250 (154,250) - - - - - - - - -
BALANCE, DECEMBER 31, 2024 2,675,437 435 985,582 333,094 448,977 1,362,388 265 (11,643) (30,866) 5,763,669 103,236
Appropriation of the 2024 earnings
Legal reserve appropriated - - - 83,414 - (83,414) - - - - -
Cash dividends - - - - - (455,046) - - (455,046) - (455,046)
Stock dividends 53,535 - - - - (53,535) - - - - -
Net income in 2025 - - - - - 893,312 - - 893,312 13,894 907,206
Other comprehensive income and loss in 2025, net of income tax - - - - - 17,009 8,324 (23,105) 2,228 2,541 4,769
Total comprehensive income in 2025 - - - - - 910,321 8,324 (23,105) 895,540 16,435 911,975
Reversal of special reserve - - - - (803) 803 - - - - -
Equity components of convertible bonds issued by the Company - - 116,242 - - - - - 116,242 - 116,242
Disposal of investments in equity instruments at fair value through other comprehensive income - - - - - 130 - (130) - - -
Cash dividends from subsidiaries - - - - - - - - - (5,601) (5,601)
Changes in equity of subsidiary accounted for using the equity method - - 108 - - - - - 108 22 130
Cash dividends distributed to subsidiaries - - 3,729 - - - - - 3,729 3 3,732
Changes in ownership interests in subsidiary - - - - - - - - - (40,815) (40,815)
Conversion of convertible bonds - 1,678 7,958 - - - - - 9,636 - 9,636
Bond conversion entitlement certificates converted to ordinary shares 2,113 (2,113) - - - - - - - - -
BALANCE, DECEMBER 31, 2025 $ 2,731,085 $ - $ 1,113,619 $ 416,508 $ 448,174 $ 1,681,647 $ 8,589 $ (34,878) $ (30,866) $ 6,333,878 $ 73,280

The accompanying notes are an integral part of the consolidated financial statements.
(With Earnest & Co., CPAs auditors' report dated March 12, 2026)


28

Allis Electric Co., Ltd. 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 $ 1,135,477 $ 992,057
Adjustments for
Adjustments to reconcile profit (loss)
Depreciation expense 72,669 63,411
Amortization expense 11,374 5,352
Expected credit impairment loss (gain) 12,926 (5,923)
Net gain on financial instruments at fair value through profit or loss (8,273) (5,052)
Interest expense 59,847 43,853
Interest income (15,796) (7,187)
Dividend income (8,137) (5,545)
Share of profit of associates accounted for using equity method (60,281) (71,197)
Net loss on disposal of property, plant and equipment 703 386
Net gain on disposal of other assets (334)
Unrealized (realized) gross profit on sales (469) 1,347
Changes in operating assets and liabilities
Change in fair value of financial instruments at fair value through profit or loss (781) 154
Increase in contract assets (602,564) (341,403)
Decrease in notes receivable 31,029 115,461
Decrease in notes receivable from related parties 7,837
Decrease (increase) in accounts receivable (698,133) 308,632
Decrease (increase) in accounts receivable from related parties (82,721) 18,664
Decrease in other receivables 12,441 30,068
Decrease in inventories 181,309 277,737
Increase in prepayments (55,190) (9,897)
Decrease (increase) in other current assets 4,198 (1,933)
Increase in net defined benefit asset (6,808) (18,926)
Increase (decrease) in contract liabilities 205,650 (92,532)
Increase in notes payable 41,860 2,176
Increase (decrease) in accounts payable 373,490 (265,819)
Decrease in accounts payable to related parties (1,069) (69,826)
Increase (decrease) in other payables 61,772 (79,364)
Increase (decrease) in other current liabilities 43 (893)
Cash inflow generated from operations 664,232 891,638
Income tax paid (175,550) (197,968)
Net cash generated from operating activities 488,682 693,670

29

Allis Electric Co., Ltd. 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:
Acquisition of financial assets at fair value through profit or loss (13,500)
Acquisition of financial assets at fair value through other comprehensive income (9,020) (27,093)
Proceeds from disposal of financial assets at fair value through other comprehensive income 1,055 12,714
Proceeds from disposal of partial interest in a subsidiary 930
Acquisition of property, plant and equipment (75,596) (130,334)
Proceeds from disposal of property, plant and equipment 88
Acquisition of intangible assets (20,891) (24,872)
Decrease (increase) in prepayments for equipment (16,694) 4,635
Increase in refundable deposits (20,909) (5,499)
Decrease in other receivables 13,081 6
Interest received 15,373 7,178
Cash dividend received 38,137 56,547
Others 334
Net cash flows used in investing activities (88,542) (105,788)
CASH FLOWS FROM FINANCING ACTIVITIES :
Increase in short-term loans 8,214,665 10,198,184
Decrease in short-term loans (8,586,456) (10,152,184)
Proceeds from issuance of convertible bonds 1,200,713
Increase in long-term loans 35,000
Decrease in long-term loans (29,444) (30,130)
Repayment of the principal portion of lease liabilities (3,705) (4,430)
Increase in guarantee deposits 527 3
Interest paid (36,411) (41,062)
Cash dividends paid (456,915) (420,805)
Proceeds from disposal of treasury stock 91,977
Acquisition of subsidiary (40,815)
Others (7)
Net cash flows generated from (used in) financing activities 262,159 (323,454)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 8,692 7,735
NET INCREASE IN CASH AND CASH EQUIVALENTS 670,991 272,163
CASH AND CASH EQUIVALENTS, BEGINNING OF THE YEAR 1,023,242 751,079
CASH AND CASH EQUIVALENTS, END OF THE YEAR $ 1,694,233 $ 1,023,242

The accompanying notes are an integral part of the consolidated financial statements.
(With Earnest & Co., CPAs auditors' report dated March 12, 2026)


Agenda 2: Proposed by Board of Directors

Subject: Approval of the Company's 2025 Profit Distribution Proposal.

Illustration: (1) The Company's profit after tax in 2025 was NT$893,312,388, and the Profit Distribution Proposal was as follows.

Allis Electric Co., Ltd
2025Profit Distribution Table
Unit: NT$

Items Amount
Beginning undistributed earnings 770,392,512
Plus (less): Reversal of Special Reserve 803,244
2025 Remeasurements of Defined Contribution Plan 17,009,513
Disposal of equity instruments measured at FVTOCI 129,482
Net profit after tax 893,312,388
Subtotal 1,681,647,139
Listing items:
Legal reserve 91,125,463
Subtotal of the distributable earnings 1,590,521,676
Distribution items:
Bonuses for shareholders:
Cash dividends (NT$2.0 per share) 546,216,946
Stock dividends (NT$0.2 per share) 54,621,690
Total 600,838,636
Ending undistributed earnings 989,683,040

Chairman: Sung, Herr-Yeh

Manager: Cheng, Chaur-Ping

Accounting Supervisor: Chan, Yi-Yuan

(2) The ex-dividend date for cash dividends is planned to be set by the Chairman of the Board of Directors with authorization after the proposal is approved at the 2026 Regular Shareholders' Meeting. The cash dividends are calculated on the basis of the distribution ratio up to NT$, with the amount below NT$1 under this dividend distribution in cash shall be paid to the Employee Benefit Committee.
(3) In case of a subsequent change in the number of outstanding shares of the Company, to result in the change of the dividend payout ratio of shareholders' dividends, it is planned to request the Shareholders' Meeting to authorize the Chairman with the relevant matters concerning adjustment of the dividend payout ratio.

Resolution:


Discussion Matters

(Proposed by the Board)

Subject: Discussion on the Company's plan to Surplus earning distribution in the form of new shares

Illustration:
(1) In order to increase working capital, the Company plans to transfer NT$54,621,690 from the surplus earning distribution earnings in 2025, and issue 5,462,169 shares of common stock.
(2) The bonuses for the shareholders of common stock are calculated based on the shareholders and their shareholding ratio as recorded in the shareholders' register on the base date of the capital increase and dividend issuance, and 20 shares are allotted without compensation for every 1,000 shares. If the dividend is less than one share, the shareholder may apply to the Company's stock agent for consolidation within five days after the base date of the capital increase and dividend issuance. If the consolidation is overdue or if the dividend is still less than one share after consolidation, the fractional shares shall be converted to cash at par value up to NT$1 (rounded down to NT$1) in accordance with Article 240 of the Company Act, and the shareholders' meeting shall authorize the Chairman to negotiate with a specific person to subscribe for the shares at par value. Since the stocks of the Company are issued electronically according to the law, and the Company coordinates the registration and accounting book transfer and allocation operations of the centralized securities depository institutions, the fractional amounts less than one share will be used to cover expenses related to non-physical allocation and other necessary expenses.
(3) In case of a subsequent change in the number of outstanding shares of the Company, to result in the change of the dividend payout ratio of shareholders' dividends, it is planned to request the Shareholders' Meeting to authorize the Chairman with the relevant matters concerning adjustment of the dividend payout ratio.
(4) The Board of Directors will determine the base date for surplus earning distribution in the form of new shares after the shareholders' meeting has approved and submitted the proposal to the competent authority for approval; if there is any actual need or when the competent authority approves the necessary changes, the Board of Directors will be authorized to handle the matter at its sole discretion.
(5) The new shares issued after the capital increase are issued in a non-physical form, and their rights and obligations are the same as those of the common shares originally issued by the Company.

Resolution:


32

Elections

(Proposed by the Board)

Subject: Re-election of the Company's independent directors.

Illustration:
(1) The term of the current directors will expire on 20 June 2026 and a full re-election is proposed in the 2026 general shareholders' meeting.
(2) According to the Company's Articles of Incorporation, it is proposed that 11 directors be elected (including 3 independent directors), who shall start their term immediately after the shareholders' meeting and serve a term of 3 years from 11 June 2026 to 10 June 2029.
(3) The directors shall be elected under the candidate nomination system. Shareholders shall elect directors and independent directors from director/independent director candidate list. The director (including independent director) candidate list has been reviewed and approved by the board of directors on 12 March 2026. The candidate list is enclosed.

Election Results:

List of Candidates Nominated for Directors (including Independent Directors)

Type of Candidates Name of Candidates Education Background Experience Occupation No. of Shares (Unit: Share)
Director Huide Industrial Co., Ltd.
Representative: Sung, He-Yeh University of Southern California Chairman of Le Min Industrial Co., Ltd.
Director of Allis Communications Co., Ltd.
Director of AEC International S.r.l
Director of Nissin Allis Union Ion Equipment Co., Ltd.
Director of Nissin-Allis Electric Co., Ltd.
Director of TranSystem Incorporated
Independent Director of ABICO NetCom Co., Ltd.
Independent Director of Zig Sheng Industrial Co., Ltd. Chairman of Allis Electric Co., Ltd. 10,257,066
Director Cheng, Chao-Pin National Taipei Institute of Technology Graduate Institute of Management, National Taiwan University of Science and Technology Chairman of Ares Technology Co., Ltd
Director of Qingdao Hengyuan Yali Electric Co., Ltd.
Director of Tangeng Advanced Vehicles Co., Ltd.
Supervisor of Nissin-Allis Electric Co., Ltd Assistant Chairman and General Manager of Allis Electric Co., Ltd. 495,257
Director Zhenrui Investment Co., Ltd.
Representative: Yang, Chen-Tung National Taipei Institute of Technology Director of Air King Industrial Co., Ltd
Director of Le Min Industrial Co., Ltd
Director of Nissin-Allis Electric Co., Ltd
Supervisor of Allis Communications Co., Ltd.
Supervisor of Taiwan Marine Electric Co., Ltd. Director of Allis Electric Co., Ltd. 4,594,909

Type of Candidates Name of Candidates Education Background Experience Occupation No. of Shares (Unit: Share)
Director Li, Wen Fu Jen Catholic University Chairman of Yishun Investment Co., Ltd. Director of Ares Technology Co., Ltd Director of Allis Communications Co., Ltd. Director of Nissin Allis Union Ion Equipment Co., Ltd. Supervisor of Air King Industrial Co., Ltd Director of Allis Electric Co., Ltd. 476,943
Director Chen, Wen-Chin National Taipei Institute of Technology Chairman of ALLIS ELECTRIC(S) PTE.LTD. Director and Senior Assistant General Manager of Allis Electric Co., Ltd. 160,925
Director Everbright Investment Consultant Co., Ltd. Representative: Chen, Ming-Sheng Soochow University Chairman of Everbright Investment Consultant Co., Ltd. Chairman of Taiwan Marine Electric Co., Ltd. Director of Air King Industrial Co., Ltd Director of Le Min Industrial Co., Ltd Director of Allis Electric Co., Ltd. 7,274,641
Director Du-Du Investment Co., Ltd. Representative: Sung, Wen-Yeh Pepperdine University Chairman of Allis Communications Co., Ltd. Director of Allis Electric Co., Ltd. 7,610,439
Director Cho, Shu-Chi Ming Chuan University Supervisor of Allis Electric Co., Ltd. Director of Allis Electric Co., Ltd. Chairman of Yu San Electric Co., Ltd. Chairman of PROLITECH CORP. 2,620,482
Independent Director Lai,Yen-Shin PhD in Electrical and Electronic Engineering, University of Bristol, U.K. Master of Electronic Engineering, National Taiwan University of Science and Technology Graduate of Five-year Programme in Electronic Engineering, National Taipei Institute of Technology Chairman of Taiwan Power Electronics Association Convenor of the Department of Electronic Engineering at NSTC Lifetime Distinguished Professor, National Taipei University of Technology Distinguished Professor, Department of Electrical Engineering, National Taipei University of Technology Head of Electronic Engineering, National Taipei University of Technology Independent Director of Allis Electric Co., Ltd. Head of Electronic Engineering, National Taipei University of Technology 0

Type of Candidates Name of Candidates Education Background Experience Occupation No. of Shares (Unit: Share)
Independent Director William Ping Chun Seto Master of Science in Business Taxation, University of Southern California Bachelor of Science in Industrial Engineering (BSIE), Purdue University Chief Operating Officer / Associate Director, International Tax Department, Ernst & Young Taiwan Retired 0
Independent Director Hu, Hsiang-Lin Department of Transportation & Logistics Management, NYCU Chairman, Railway Technology Research and Certification Center (RTRCC), Political Deputy Minister, Ministry of Transportation and Communications Director General of Railway Bureau Director General, Bureau of High-Speed Rail, MOTC Acting Director General, Railway Reconstruction Bureau, MOTC Deputy Director General, Bureau of High-Speed Rail, MOTC Direct, Bureau of High-Speed Rail, MOTC Director of ABICO AVY CO., LTD. Director of ABICO NetCom Co., Ltd. 0

Other Matters

(Proposed by the Board)

Subject: Release of non-competition restriction on newly elected directors and their representatives.

Illustration:
(1) According to Article 209 of the Company Act, "when 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." It is proposed that the shareholders' meeting release non-competition restrictions on the newly elected directors and their representatives through resolution.

(2) Since the directors and independent directors of the Company are elected under the candidate nomination system and in order to facilitate shareholders' exercise of voting rights in electronic manner, the details about the release of non-competition restriction are disclosed below in the director/independent director candidate list. After the directors and independent directors are elected by the general shareholders' meeting, the Details about Release of Non-Competition Restriction for Elected Directors (including Independent Directors) Approved by 2026 General Shareholders' Meeting will be disclosed onsite in the general shareholders' meeting.

Type of Nominees Name of Nominees Concurrent Position
Director Huide Industrial Co., Ltd.
Representative: Sung, He-Yeh Chairman of Le Min Industrial Co., Ltd.
Director of Allis Communications Co., Ltd.
Director of Nissin-Allis Electric Co., Ltd.
Director of Nissin Allis Union Ion Equipment Co., Ltd.
Director of EMpower Technology Corporation.
Independent Director of Zig Sheng Industrial Co., Ltd.
Director Cheng, Chao-Pin Chairman of Ares Technology Co., Ltd
Chairman of Qingdao Hengyuan Yali Electric Co., Ltd.
Director Zhenrui Investment Co., Ltd.
Representative: Yang, Chen-Tung Director of Air King Industrial Co., Ltd
Director of Le Min Industrial Co., Ltd
Director of Nissin-Allis Electric Co., Ltd
Director Li, Wen Director of Ares Technology Co., Ltd
Director of Allis Communications Co., Ltd.
Director of Nissin Allis Union Ion Equipment Co., Ltd.
Director Chen, Wen-Chin Chairman of ALLIS ELECTRIC(S) PTE.LTD.
Director Everbright Investment Consultant Co., Ltd.
Representative: Chen, Ming-Sheng Chairman of Taiwan Marine Electric Co., Ltd.
Director of Air King Industrial Co., Ltd
Director of Le Min Industrial Co., Ltd
Director Du-Du Investment Co., Ltd.
Representative: Sung, Wen-Yeh Chairman of Allis Communications Co., Ltd.
Director Cho, Shu-Chi Chairman of YU SAN ELECTRIC CO., LTD.
Chairman of PROLITECH CORP.
Independent Director Lai,Yen-Shin Independent Director of Good Will Instrument Co., Ltd
Independent Director of Chicony Power Technology Co., Ltd.
Independent Director Hu, Hsiang-Lin Director of ABICO AVY CO., LTD.
Director of ABICO NetCom Co., Ltd.

Resolution:

Extraordinary Motions

Adjournment

35


Appendices

Appendix 1

Allis Electric Co., Ltd.

Number of shares owned by directors

Reference date: April 13, 2026

Position Name Number of shares held when being elected Number of shares held as of the book closure date for the shareholders' meeting
Chairman Huide Industrial Co., Ltd. Representative: Sung, Herr-Yeh 9,536,828 10,257,066
Vice Chairman Cheng, Chaur-Ping 452,942 495,257
Director Chen-Jui Investment Co., Ltd. Representative: Yang, Cheng-Tung 4,288,895 4,594,909
Director Lee, Wen 619,410 476,943
Director Chen, Wen-Ching 154,187 160,925
Director Everbright Investment Consultant Co., Ltd. Representative: Chen, Ming-Sheng 7,132,044 7,274,641
Director Du-Du Investment Co., Ltd. Representative: Sung, Wen-Yeh 7,103,593 7,610,439
Director Zhuo, Shu-Ji 2,472,700 2,620,482
Director Lo, Shui-Lung 1,933,233 1,935,089
Independent Director Huang, Jui-Hsiang 0 0
Independent Director Hu, Hsiang-Chi 0 0
Independent Director Lai, Yen-Shin 0 0
Total of the shares held by all directors 33,693,832 35,425,751
The minimum number of shares shall be held by all directors in accordance with related laws and regulations. 12,000,000
Outstanding shares of the Company 273,108,473

Appendix 2

ALLIS ELECTRIC CO., LTD.

Rules of Procedure for Shareholders Meetings

Revised on Jun. 19, 2012

  1. The rules of procedures for this Corporation's shareholders meetings, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in these Rules.

  2. Attending shareholders (or proxies) are required to wear their attendance cards and hand in their attendance cards to sign in. The number of shares present will be calculated based on the attendance card paid.

  3. Attendance and voting at a shareholders meeting shall be calculated based the number of shares.

  4. The venue for a shareholders meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m.

  5. It is advisable that shareholders meetings convened by the board of directors be chaired by the chairperson of the board in person and attended by a majority of the directors in person and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes. If the chairman is on leave or unable to perform his duties, the chairman shall designate on director to act as the chair. If the chairman does not make such designation, the directors shall elect one person from among themselves to act as the chair. If a shareholders meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.

  6. The Company may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders' meeting in a non-voting capacity. Staff handling administrative affairs of a shareholders meeting shall wear identification cards or arm bands.

  7. A shareholder holding one percent or more of the total number of issued shares may submit to the Company a proposal for discussion at a regular shareholders meeting. The number of items so proposed is limited to one only, and no proposal containing more than one item will be included in the meeting agenda.

Prior to the book closure date before a regular shareholders meeting is held, the Company shall publicly announce its acceptance of shareholder proposals, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.

Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders meeting and take part in discussion of the proposal.

Unless any of the following circumstances is satisfied, the board of directors of the company shall include the proposal submitted by a shareholder in the list of proposals to be discussed at a regular meeting of shareholders:

(1) Where the subject (the issue) of the said proposal cannot be settled or resolved by a resolution to be adopted at a meeting of shareholders;

(2) Where the number of shares of the company in the possession of the shareholder making the said proposal is less than one percent (1%) of the total number of outstanding shares at the time when the share transfer registration is suspended by the company in accordance with the provisions set out in Paragraph II or Paragraph III, Article 165 of this Act;


(3) Where the said proposal is submitted on a day beyond the deadline fixed and announced by the company for accepting shareholders' proposals

Prior to the date for issuance of notice of a shareholders meeting, the Company shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders meeting the board of directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.

  1. The Company shall record with an audio or video tape the whole proceedings of the shareholders meeting, and said video tape or audio tape shall be kept for at least one year.

  2. The Chair shall call the meeting to order at the appointed meeting time, unless the required quorum is not met at the appointed meeting time. The Chair may announce a postponement a maximum of two times, for a combined total of no more than one hour. If the quorum is not met after two postponements but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, Paragraph 1 of the Company Act (tentative resolution with the majority votes represented in a meeting). When, prior to conclusion of the meeting, the attending shareholders represent the quorum required, the Chair may immediately call the meeting to order and resubmit a tentative resolution for a vote by the shareholders' meeting pursuant to Article 174 of the Company Act.

  3. 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 outlined in the agenda, which may not be changed without resolution of the shareholders' meeting. The provisions of the preceding paragraph apply mutatis mutandis to a shareholders' meeting convened by a party with the power to convene other than the Board of Directors. The Chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by resolution of the shareholders' meeting. If the Chair declares the meeting adjourned in violation of the rules of procedure, the attending shareholders may elect a new Chair with a majority of the votes they represent and continue the meeting. After a meeting is adjourned, no shareholder shall elect another Chair to continue the meeting in the same address or any other location.

  4. Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, their shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the Chair. A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail. When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the Chair. When a shareholder has the floor, the Chair shall stop any prohibited interruptions.

  5. Except with the consent of the Chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed five minutes. If the shareholder's speech violates the rules and exceeds the time indicated in the preceding paragraph, the Chair may terminate the speech.

  6. When a juristic person is appointed to attend as proxy, only one person may be designated to represent them in the meeting. When a juristic person shareholder appoints two or more representatives to attend a shareholders' meeting, only one of the representatives appointed may speak on the same proposal.

  7. After an attending shareholder has spoken, the Chair may respond in person or direct relevant personnel to respond.

38


  1. When the Chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the Chair may announce the discussion closed, and schedule sufficient time for voting.

  2. Vote monitoring and counting personnel when voting on a proposal shall be appointed by the Chair, provided that all monitoring personnel are shareholders of the Company. Voting results shall be made known on-site immediately and recorded in writing.

  3. When a meeting is in progress, the Chair may announce a break when appropriate.

  4. The passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, if the Chair enquires all persons present and if there is no dissenting opinion, the proposal shall be deemed approved with the same effect as approval by votes. Except under the circumstances of Article 157, Paragraph 3, a shareholder shall have one vote per share in their possession. Shares shall have no voting power under any of the following circumstances:

(1) The share(s) of a company are held by the issuing company itself in accordance with the laws.

(2) The shares of a holding company are held by its subordinate company, where the total number of voting shares or total shares equity held by the holding company in such subordinate company represents more than one half of the total number of voting shares or the total shares equity of such subordinate company.

(3) The shares of our company and its subordinate company(ies) are held by another company, where the total number of shares or total shares equity of that company held by the holding company and its subordinate company(ies) directly or indirectly represents more than one half of the total number of voting shares or the total share equity of such company.

  1. When there is an amendment or an alternative to a proposal, the Chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals shall then be deemed rejected, and no further voting shall be required.

  2. The Chair may direct proctors (or security personnel) to help maintain order at the meeting place. When proctors (or security personnel) help maintain order at the meeting place, they shall have on their person an identification card or armband bearing the word "Proctor".

  3. Resolutions adopted at a shareholders' meeting shall be recorded in the minutes of the meeting, which shall be affixed with the signature or seal of the Chair of the meeting and shall be distributed to all shareholders of the company within twenty (20) days after the close of the meeting.

The preparation and distribution of the minutes of a shareholders' meeting as required in the preceding paragraph may be through public announcements. The minutes of a shareholders' meeting shall record the date and place of the meeting, the name of the Chair, the method of adopting resolutions, and a summary of the essential points of the proceedings and the results of the meeting. The minutes shall be retained throughout the life of the company. The attendance list bearing the signatures of shareholders present at the meeting and the powers of attorney of proxies shall be retained by the company for a minimum of one year.

  1. These Rules shall take effect after submission to the Board Meeting and approved by a shareholders' meeting. Subsequent amendments thereto shall be effected in the same manner.

39


Appendix 3

Allis Electric Co., Ltd

Procedures for Election of Directors

Article 1: Elections of directors of the Company shall be conducted in accordance with these Procedures.

Article 2: The cumulative voting method shall be used for election of the directors at the Company. Each share will have voting rights in number equal to the directors to be elected, and may be cast for a single candidate or split among multiple candidates.

Article 3: The number of directors will be as specified in the Company's articles of incorporation, with voting rights separately calculated for independent and non-independent director positions. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.

Article 4: Before the election begins, the chair shall appoint a number of persons with shareholder status to perform the respective duties of vote monitoring and counting personnel. The ballot boxes shall be prepared by the board of directors and publicly checked by the vote monitoring personnel before voting commences.

Article 5: The board of directors shall prepare separate ballots for directors in numbers corresponding to the directors or supervisors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.

Article 6: A ballot is invalid under any of the following circumstances:

(1) The ballot was not prepared by a person with the right to convene.
(2) A blank ballot is placed in the ballot box.
(3) The writing is unclear and indecipherable or has been altered.
(4) The candidate whose name is entered in the ballot does not conform to the director candidate list.
(5) Other words or marks are entered in addition to the number of voting rights allotted.

Article 7: The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation.

Article 8: The board of directors of the Company shall issue notifications to the persons elected as directors.

Article 9: Anything that is not stipulated in these Procedures shall be governed by the Company Act and applicable laws.

These Procedures, including any amendment hereto, are implemented after approval by general shareholders' meeting. Anything that is not stipulated in these Procedures shall be governed by the Company Act and applicable laws.

Article 10: These Procedures were established on 11 May 1990... (omitted)... The fourth amendment was made on 21 June 2023 These Procedures are implemented after approval by shareholders' meeting.


Appendix 4

ALLIS ELECTRIC CO., LTD.

Article of Incorporation

Chapter 1 General Rules

Article 1. The Company is organized according to the provisions of the Company Act. The name of the Company is registered as ALLIS ELECTRIC CO., LTD.

Article 2. The business scope of the Company is as follows:

(1) CC01010 Manufacture of Power Generation, Transmission and Distribution Machinery
(2) CC01990 Other Electrical Engineering and Electronic Machinery Equipment Manufacturing
(3) CA02010 Manufacture of Metal Structure and Architectural Components
(4) CD01020 Rail Vehicle and Parts Manufacturing
(5) CA02080 Metal Forging
(6) CA02990 Other Metal Products Manufacturing
(7) CB01030 Pollution Controlling Equipment Manufacturing
(8) CC01060 Wired Communication Mechanical Equipment Manufacturing
(9) CC01070 Wireless Communication Mechanical Equipment Manufacturing
(10) CC01080 Electronics Components Manufacturing
(11) CC01090 Manufacture of Batteries and Accumulators
(12) CC01100 Controlled Telecommunications Radio-Frequency Devices and Materials Manufacturing
(13) CC01110 Computer and Peripheral Equipment Manufacturing
(14) CE01021 Weights and Measuring Instruments Manufacturing
(15) E501011 Tap Water Pipelines Contractors
(16) E601010 Electric Appliance Construction
(17) E601020 Electric Appliance Installation
(18) E602011 Refrigeration and Air Conditioning Engineering
(19) E603040 Fire Safety Equipment Installation Engineering
(20) E603050 Automatic Control Equipment Engineering
(21) E603080 Traffic Signs Installation Engineering
(22) E605010 Computer Equipment Installation
(23) E606010 Electricity Equipment Checking and Maintenance
(24) E701040 Simple Telecommunications Equipment Installation
(25) E903010 Anti-Corrosion and Anti-Rust Engineering
(26) F113010 Wholesale of Machinery
(27) F113020 Wholesale of Electrical Appliances
(28) F113030 Wholesale of Precision Instruments
(29) F113050 Wholesale of Computers and Clerical Machinery Equipment
(30) F113060 Wholesale of Measuring Instruments
(31) F113070 Wholesale of Telecommunication Apparatus
(32) F113110 Wholesale of Batteries
(33) F118010 Wholesale of Computer Software
(34) F119010 Wholesale of Electronic Materials

41


(35) F213010 Retail Sale of Electrical Appliances
(36) F213030 Retail Sale of Computers and Clerical Machinery Equipment
(37) F213040 Retail Sale of Precision Instruments
(38) F213050 Retail Sale of Measuring Instruments
(39) F213060 Retail Sale of Telecommunication Apparatus
(40) F213080 Retail Sale of Machinery and Tools
(41) F218010 Retail Sale of Computer Software
(42) F219010 Retail Sale of Electronic Materials
(43) F401010 International Trade
(44) F401181 Measuring Instruments Import
(45) I103060 Management Consulting
(46) I199990 Other Consulting Service
(47) I301010 Information Software Services
(48) I301020 Data Processing Services
(49) I301030 Electronic Information Supply Services
(50) IG03010 Energy Technical Services
(51) JA02051 Weights and Measuring Instruments Repair
(52) JA02990 Other Repair
(53) JE01010 Rental and Leasing
(54) ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.

Article 2.1. The Company may provide a guarantee to an external institution according to business needs.

Article 2.2. When the Company is a limited liability shareholder of another company, the total amount of transferred investments shall not exceed 40% of the Company's paid-in capital under Article 13 of the Company Act.

Article 3. The Corporation's head office is located in Taipei City and branch offices may be set up within and outside the territory of the Republic of China as necessary.

Article 4. Public announcements of the Corporation shall be made in accordance with the Article 28 of the Company Act.

Chapter 2 Shares

Article 5. The Company's capital is set at NT$3.5 billion, divided into 350 million shares at NT$10 per share, with unissued shares authorized to be issued by the Board of Directors in installments as necessary.

Article 6. The Company's shares are issued in registered form with the signatures or seals of three or more directors of the Company, and are issued with a certification in accordance with the law. The shares issued by the Company are exempted from the requirement to print share certificates, and shall be registered at the centralized securities depository.

Article 7. The Company's stock transactions are handled in accordance with the Regulations Governing the Administration of Shareholder Services of Public Companies issued by the competent authorities.

42


Chapter 3 Shareholders' Meeting

Article 8. A Company shareholders' meeting shall be convened at least once a year, within six months after the end of each fiscal year, and, if necessary, as an extraordinary meeting of shareholders in accordance with the law.

Article 9. Regular and extraordinary meetings of shareholders shall be convened in accordance with the provisions of the Company Act.

Article 10. Except in circumstances otherwise provided for in the Company Act, Company shareholders shall have one voting power in respect of each share in their possession.

Shares have no voting power under any of the following circumstances:

(1) The shares of a company are held by the issuing company itself in accordance with the laws.

(2) The shares of a company are held by its subordinate company, where the total number of voting shares or total shares equity held by the company in such subordinate company represents more than one half of the total number of voting shares or the total shares equity of such subordinate company.

(3) The shares of a company and its subordinate company(ies) are held by another company, where the total number of shares or total shares equity of that company held by the company and its subordinate company(ies) directly or indirectly represents more than one half of the total number of voting shares or the total share equity of such company.

Article 11. Resolutions at a shareholders' meeting shall, unless otherwise provided for in this Act, be adopted by a majority vote of the shareholders present, who represent more than one-half of the total number of voting shares.

Article 12. A shareholder may appoint a proxy to attend a shareholders' meeting in accordance with the Company Law and the "Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies" published by the competent authorities by issuing a proxy form issued by the Company, stating the scope of authorization.

Article 13. If a shareholders' meeting is called by the Board of Directors, the Board Chairman shall preside at said shareholders' meeting. If the Chairman is on a leave of absence, or cannot exercise their powers and authority, the Vice-Chairman shall act in their stead. If there is no Vice-Chairman, or the Vice-Chairman is also on a leave of absence, or cannot exercise their powers and authority, the Chairman shall designate a managing director to act in their stead; if there is no managing director, the Chairman shall designate a director to act in their stead. The Chairman does not designate a director; the managing directors or directors shall elect one from among themselves to act in the Chairman's stead. If a shareholders' meeting is called by any person than the Board of Directors, who has the right to call the meeting, said person shall preside at that meeting. If there are more than two conveners, one of them shall be elected from among themselves.

Article 13-1 Resolutions adopted at a shareholders' meeting shall be recorded in the minutes of the meeting, which shall be affixed with the signature or seal of the Chair of the meeting and shall be distributed to all shareholders of the company within twenty

43


(20) days after the close of the meeting. The distribution of the minutes of the shareholders' meeting as required in Paragraph 1 of this Article may be effected by means of a public notice.

Chapter 4 Director and Manager

Article 14. The Board of Directors of a company shall appoint 9-13 directors who shall be elected by the shareholders' meeting from among the persons with disposing capacity for a term of three years and are eligible for re-election. The percentage of shareholdings of all the directors selected in accordance with Paragraph 1 is subject to the provisions separately prescribed by the competent authority in charge of securities affairs and such provisions shall prevail. The number of independent directors of the Company shall not be less than three (at least one of whom shall have accounting or financial expertise) and shall not be less than one-fifth of the number of directors.

Article 15. If a candidate nomination system is adopted by a company to elect directors of the company from a list of candidates in accordance with the provisions of Article 192-1 of the Company Act, independent and non-independent directors may be elected at the same time, but in separately calculated numbers.

The professional qualifications, shareholdings, restrictions on concurrent employment, nomination and election of independent directors and other matters to be followed shall comply with applicable regulations of the security's competent authority.

Article 16. The power and duty of the Board of Directors are as follows:

(1) Convene shareholders' meetings and execute their resolutions.
(2) Decide on business plans.
(3) Review and approval of various articles of incorporation and important contracts.
(4) Approve the acquisition and disposal of the Company's significant assets.
(5) Decisions on key personnel of the Company.
(6) Decisions to abolish or change the establishment of branches, business premises, or plants.
(7) Preparation and review of budget and operating reports.
(8) Decisions on other important matters.

Article 17. The Board of Directors shall be composed of a Chairman and a Vice-Chairman elected by the directors from among themselves, who shall represent the Company externally and preside over important affairs. If the Chairman of the Board is unable to exercise their power or authority for any reason, the Vice-Chairman of the Board shall act as their proxy. If both the Chairman and Vice-Chairman are unable to exercise their duties and responsibilities for any reason, the Chairman shall designate a director to act as their proxy; if the Chairman does not designate a proxy, the directors shall elect one from among themselves to act as proxy.

Article 18. Board meetings shall be convened by the Chairman of the Board of Directors. Notice of convening a meeting may be given in writing, by e-mail or by facsimile, stating the reason for the meeting, and shall be given to each director seven days in advance. However, in case of an emergency, the meeting may be convened at any time. Unless otherwise provided by law, a resolution of the Board of Directors shall be made with the presence of one-half of the directors and the approval of a

44


majority of the directors present. A director may appoint another director to attend a board meeting as a proxy in accordance with the law, but the proxy may only be appointed by one person.

Article 19. The Company may set up an audit committee in accordance with Article 14-4 of the Securities and Exchange Act, which shall be formed by all independent directors. The number, term of office, terms of reference, and rules of procedure of the Audit Committee shall be determined in accordance with the relevant provisions of the Regulations Governing the Exercise of Powers and Functions by the Audit Committee of Public Companies, and shall be governed by the Rules of Organization of the Audit Committee.

Article 20. All directors are entitled to be paid at the same rate as their peers, and employees are paid salaries and allowances regardless of the Company's profit or loss. The compensation of the Chairman, Vice-Chairman and Directors shall be determined by the Board of Directors based on the extent of their participation in the Company's operations and the value of their contributions, taking into account industry standards.

Article 21. The Company has a general manager to manage the affairs of the Company by resolution of the Board of Directors, and a number of vice-presidents are assigned to assist the general manager in the management of the Company's affairs. The general manager shall be appointed and removed by a majority of the Board of Directors present, except that a majority of the Directors present shall approve the appointment and removal of the general manager. Vice-presidents and the general manager are proposed to the Board of Directors for appointment and removal. Compensation is authorized to be determined by the Board of Directors based on the extent of their participation in and value of their contributions to the Company's operations and with reference to industry standards.

Article 22. Other employees of the Company shall be appointed and removed by the president and shall be reported to the Board of Directors for approval.

Chapter 5 Accounting

Article 23. The Company's fiscal year begins on January 1 and ends on December 31 each year, and accounts are finalized at the end of the year.

Article 24. At the end of each fiscal year, the Board of Directors of the Company shall prepare (1) the business report, (2) the financial statements and (3) the surplus earning distribution or loss off-setting proposals and shall submit them to the regular shareholders' meeting for recognition according to law.

Article 25. If the Company makes a profit in a year, 4% of the profit shall be set aside for employee compensation; directors' compensation shall be limited to no more than 2%. However, if the Company has accumulated losses, the amount of compensation shall be reserved in advance.

Of the total amount allocated for employee compensation, 50% to 60% shall be reserved for distribution to frontline employees. Employee compensation may be distributed in the form of stock or cash. Eligible recipients may include employees of subsidiaries who meet certain criteria, with the specific conditions and distribution methods to be determined by the Board of Directors.

45


The previous two paragraphs shall be implemented through board resolutions and will be reported during the shareholders' meeting.

Article 25-1 If the Company makes surplus profits according to its annual final accounts, it shall first pay taxes and dues, make up for any accumulated losses, set aside 10% of such profits as a legal reserve. However, when the legal reserve amounts to the authorized capital, this shall not apply. Aside from the aforesaid legal reserve, the Company may appropriate another sum as a special reserve in accordance with the law. If there are still a balance and accumulated undistributed surplus, the Board of Directors may make a surplus distribution proposal to the shareholders' meeting for a resolution to distribute the dividends to the shareholders.

The Company is in a volatile industry and is in a stable growth phase of its corporate lifecycle. Based on long-term financial planning, future capital needs, and to meet shareholders' needs for cash inflow, the Company's dividend policy is to pay dividends in the form of cash or stock dividends after considering capital surplus, retained earnings and future profitability. Since the Company is localized and in a matured industry, the capital consideration is to develop in a stable manner. Cash dividends are preferred over stock dividends, but the percentage of stock dividends shall not exceed 50% of the total dividends.

Chapter 6 Supplementary

Article 26. The Company's by-laws and regulations are subject to separate rules and regulations.

Article 27. Any matters not covered by the Articles of Incorporation shall be governed by the provisions of the Company Act and other relevant laws and regulations.

Article 28. The Article was established on Aug. 9, 1968.

The 1st amendment was made on Sep. 14, 1968.

The 2nd amendment was made on Nov. 15, 1969.

The 3rd amendment was made on Aug. 1, 1970.

The 4th amendment was made on Jun. 29, 1973.

The 5th amendment was made on May 20, 1974.

The 6th amendment was made on Apr. 24, 1975.

The 7th amendment was made on May 29, 1976.

The 8th amendment was made on Aug. 14, 1977.

The 9th amendment was made on Jun. 30, 1978.

The 10th amendment was made on May 26, 1979.

The 11th amendment was made on Aug. 30, 1979.

The 12th amendment was made on Jan. 13, 1981.

The 13th amendment was made on May 15, 1981.

The 14th amendment was made on Jun. 11, 1982.

The 15th amendment was made on May 20, 1985.

The 16th amendment was made on Oct. 19, 1985.

The 17th amendment was made on Dec. 18, 1985.

The 18th amendment was made on Jul. 22, 1987.

The 19th amendment was made on Jun.17, 1988.

The 20th amendment was made on Jul. 15, 1989.

The 21st amendment was made on Aug. 20, 1989.

46


The 22nd amendment was made on May 11, 1990.
The 23rd amendment was made on May 16, 1991.
The 24th amendment was made on Jun. 26, 1992.
The 25th amendment was made on May 20, 1994.
The 26th amendment was made on May 31, 1995.
The 27th amendment was made on Apr. 19, 1997.
The 28th amendment was made on May 6, 1998.
The 29th amendment was made on May 14, 1999.
The 30th amendment was made on May 3, 2000.
The 31st amendment was made on Jun. 13, 2001.
The 32nd amendment was made on Jun. 20, 2002.
The 33rd amendment was made on Jun. 24, 2003.
The 34th amendment was made on Jun. 22, 2005.
The 35th amendment was made on Jun. 23, 2006.
The 36th amendment was made on Jun. 19, 2008.
The 37th amendment was made on Jun. 19, 2012.
The 38th amendment was made on Jun. 20, 2013.
The 39th amendment was made on Jun. 17, 2015.
The 40th amendment was made on Jun. 22, 2016.
The 41st amendment was made on Jun. 21, 2017.
The 42nd amendment was made on Jul. 13, 2021.
The 43rd amendment was made on Jun. 21, 2022.
The 44th amendment was made on Jun. 11, 2025, and shall take effect upon the adoption of the proposed resolutions.

Chairman: Sung, Herr-Yeh


img-0.jpeg

ALLIS ELECTRIC CO.,LTD.

保良局告示牌
Allis Electric Co., Ltd.