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Aero Win — AGM Information 2026
May 22, 2026
52731_rns_2026-05-22_11af8ed1-1404-4a7f-8931-3a6654741be2.pdf
AGM Information
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Stock Code:8222

Aero Win Technology Corporation
2026 Annual Shareholders' Meeting
Meeting Handbook
(Translated from Mandarin)
Meeting Type: Physical Shareholders' Meeting
Date: 24 June 2026 (Wednesday)
Location: No. 28, Xingong Rd., Xinying Dist., Tainan City
(Sinying Industrial Park Service Center Conference Room)
(The content of this document has been translated from the original which was written in Mandarin and is for reference purposes only. In the event of any inconsistency between the English version and the Mandarin version, the Mandarin version shall take precedence.)
Table of Contents
Page
I. REPORTS ... 3
II. ACKNOWLEDGEMENTS ... 6
III. DISCUSSION ... 8
IV. ELECTION ... 16
V. OTHER MATTERS ... 20
VI. EXTEMPORE MOTIONS ... 21
ATTACHMENTS ... 22
I. BUSINESS REPORT ... 22
II. AUDIT COMMITTEE’S REVIEW REPORT ... 24
III. INDEPENDENT AUDITORS’ REVIEW REPORT ... 25
IV. FINANCIAL STATEMENTS ... 30
APPENDIXES ... 35
(1) ARTICLES OF INCORPORATION ... 35
(2) RULES OF PROCEDURE FOR SHAREHOLDER MEETINGS ... 41
(3) RULES GOVERNING THE ELECTION OF DIRECTORS ... 48
(4) SUSTAINABLE DEVELOPMENT BEST PRACTICE PRINCIPLES (REVISED) ... 51
(5) PROCEDURES FOR ACQUISITION OR DISPOSAL OF ASSETS (BEFORE AMENDMENT) 61
(6) SHAREHOLDING OF DIRECTORS ... 78
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Aero Win Technology Corporation
2026 Annual Shareholders' Meeting Procedure
I. Meeting Commencement Announcement
II. Chairman's Address
III. Reports
IV. Acknowledgements
V. Discussion
VI. Election
VII. Other Matters
VIII. Extempore Motions
IX. Meeting Adjournment
AeroWin Technology Corporation
2026 Annual Shareholders' Meeting Agenda
Meeting Type: Physical Shareholders' Meeting
Time: 9:30 AM, Wednesday, 24 June 2026
Location: No. 28, Xingong Rd., Xinying Dist., Tainan City
(Xinying Industrial Park Service Center Conference Room)
I. Meeting Commencement Announcement (report attendance shares)
II. Chairman's Address
III. Reports
(1) Report on the distribution of compensation for employees and remuneration directors of 2025
(2) Business Report of 2025
(3) Audit Committee's Audit Report of 2025
(4) Amendment to “Aero Win Technology Corporation Sustainable Development Best Practice Principles”
IV. Acknowledgements
(1) Adoption of the 2025 Business Report and Financial Statements
(2) Adoption of the proposal for distribution of 2025 profits
V. Discussion
Amendments to “Aero Win Technology Corporation Rules of the Procedures for Acquisition or Disposal of Assets”
VI. Election
Re-election of Directors
VII. Other Matters
Proposal of release the prohibition on new Directors and their representatives from participation in competitive business
VIII. Extempore Motions
IX. Meeting Adjournment
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I. Reports
Item 1: Report on the distribution of compensation for employees and remuneration directors of 2025
Explanation:
The pre-tax net profit for 2025, in which compensation of employees and remuneration of directors have not yet been allocated, amounts to NT$ 48,166,150. According to Article 21 of the Company's Articles of Association, then 8% of employee remuneration to be appropriated is NT$ 3,853,292 (of which 4% is proposed to be allocated to junior employees, amounting to NT$1,926,646); and 3% of directors' remuneration to be appropriated is NT$ 1,444,984, both to be distributed in cash.
Item 2: Business Report of 2025, as shown in Attachment I (Page 22).
Item 3: Audit Committee’s Audit Report of 2025, as shown in Attachment II (Page 24).
Item 4: Amendment to “Aero Win Technology Corporation Sustainable Development Best Practice Principles” for review.
Explanation:
According to the announcement Reference No. 1140016118 issued by TWSE on September 9, 2025, to strengthen corporate governance, In accordance with the United Nations Convention on Biological Diversity and relevant laws and regulations on marine and nature conservation, it is updated Article 15 of this Code of Practice. And to promote industry-academia collaboration and student career development, and to encourage enterprises and schools to cooperate in talent cultivation to achieve a win-win situation for both industry and academia, Article 21 is amended. An amendment to “Aero Win Technology Corporation Sustainable Development Best Practice Principles” was proposed and passed by a resolution of the board on January 12, 2026. A comparison of the contents before and after amendment is as follows:
Aero Win Technology Corporation Sustainable Development Best Practice Principles Contents Before and After Amendment in Comparison
| Article Number | Content | ||
|---|---|---|---|
| Contents after Amendment | Contents before Amendment | Explanation | |
| Article 15 | The Company is advised to take into account the effect of business operations on ecological efficiency, promote and advocate the concept of sustainable consumption, and conduct research and development, procurement, production, operations, and services in accordance with the following principles to reduce the impact on the natural environment living organisms, and human beings from their business operations: | The Company is advised to take into account the effect of business operations on ecological efficiency, promote and advocate the concept of sustainable consumption, and conduct research and development, procurement, production, operations, and services in accordance with the following principles to reduce the impact on the natural environment and human beings from their business operations: | In light of the United Nations Convention on Biological Diversity initiatives and relevant laws and regulations on marine and nature conservation, companies should consider the impact of their operations on biodiversity and ecosystems to facilitate sustainable business operations. Therefore, this article is amended and a seventh clause is added. |
| Article Number | Content | ||
|---|---|---|---|
| Contents after Amendment | Contents before Amendment | Explanation | |
| 1. Reduce resource and energy consumption of their products and services. | |||
| 2. Reduce emission of pollutants, toxins and waste, and dispose of waste properly. | |||
| 3. Improve recyclability and reusability of raw materials or products. | |||
| 4. Maximize the sustainability of renewable resources. | |||
| 5. Enhance the durability of products. | |||
| 6. Improve efficiency of products and services. |
- Enhance the conservation of marine and terrestrial biodiversity and ecosystems, promote the sustainable use of resources, and ensure fair and equitable benefits. | 1. Reduce resource and energy consumption of their products and services.
- Reduce emission of pollutants, toxins and waste, and dispose of waste properly.
- Improve recyclability and reusability of raw materials or products.
- Maximize the sustainability of renewable resources.
- Enhance the durability of products.
- Improve efficiency of products and services. | |
| Article 21 | The Company is advised to create an environment conducive to the development of their employees' careers and establish effective training programs to foster career skills. It is advisable for The Company to establish placement programs to cultivate future industry talents.
The Company shall establish and implement reasonable employee welfare measures (including remuneration, leave and other welfare etc.) and appropriately reflect the business performance or achievements in the employee remuneration, to ensure the recruitment, retention, and motivation of human resources, and achieve the objective of sustainable operations. | The Company shall establish a platform to facilitate regular two-way communication between the management and the employees for the employees to obtain relevant information on and express their opinions on the company's operations, management and decisions.
The Company shall respect the employee representatives' rights to bargain for the working conditions, and shall provide the employees with necessary information and hardware equipment, in order to improve the negotiation and cooperation among employers, employees and employee representatives.
The Company shall, by reasonable means, inform employees of operation changes | To promote industry-academic integration and student career development, and to encourage enterprises and schools to cooperate in talent cultivating, achieving a win-win situation with both industry and academia, the second item is hereby added and the existing second to the items are adjusted. |
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| Article Number | Content | ||
|---|---|---|---|
| Contents after Amendment | Contents before Amendment | Explanation | |
| that might have material impacts. | |||
| Article 31 | This Code shall come into force after being approved by the Board of Directors of the Company, and the same shall apply when it is amended or abolished. |
The Sustainable Development Best Practice Principles was instituted on May 4, 2016, with amendment for the 1st instance on November 1, 2016, the 2nd amendment was incorporated on May 9, 2022, and the 3rd amendment was incorporated on February 17, 2023, and the 4th amendment was incorporated on January 12, 2026. | This Code shall come into force after being approved by the Board of Directors of the Company, and the same shall apply when it is amended or abolished.
The Sustainable Development Best Practice Principles was instituted on May 4, 2016, with amendment for the 1st instance on November 1, 2016, the 2nd amendment was incorporated on May 9, 2022, and the 3rd amendment was incorporated on February 17, 2023. | Addition of amendment date and sequence. |
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II. Acknowledgements
Proposal 1
Proposed by the
Board of Directors
Proposal: Adoption of the 2025 Business Report and Financial Statements
Explanation:
1. Aero Win’s 2025 Financial Statements (including Balance Sheets, Statements of Comprehensive Income, Statements of Changes in Equity, and Statements of Cash Flows) had been reviewed and audited by Mr. Teng-Wei Wang and Mr. Hung-Ju Liao, CPAs of Deloitte & Touche. The Business Report has been audited and approved by the Audit Committee.
2. Business Report of 2025, Auditors’ Report, and aforementioned financial statements are shown in Attachments I (Page 22) and Attachments III-IV (Pages 25-34).
3. Please proceed with the acknowledgement.
Resolution:
Proposal 2
Proposed by
the Board of Directors
Proposal: Adoption of the Proposal for Distribution of 2025 Profits
Explanation:
1. The Company’s Earnings Distribution Statement for 2025 was proposed and passed by a resolution of the Board of Directors on March 9, 2026.
2. Please refer to the Profit Distribution Statement as follows:
AeroWin Technology Corporation
Earnings Distribution Statement
Year 2025
In NTD
| Item | Amount |
|---|---|
| Unappropriated retained earnings at the beginning of year | NT$ 55,090,893 |
| Actuarial gains and losses included in retained earnings | (462,889) |
| Add: net profit after tax | 37,446,494 |
| Less: 10% Legal Reserve | ( 3,698,361) |
| Distributable earnings in 2025 | 88,376,137 |
| Distributable items: | |
| Dividend to shareholders-Cash (NT$0.35 per share) | ( 24,000,725) |
| Unappropriated retained earnings | NT$ 64,375,412 |
Chairman:
President:
Chief Accountant:
- The Company allocated dividend to shareholders of NT$24,000,725 from distributable earnings,
and distributed cash dividends of NT$0.35 per share. The cash dividend is calculated according to the distribution ratio and rounded down to a dollar. The total amount of the fractional share less than NT$1 are aggregated and adjusted in descending order of decimal numbers and in sequence of the shareholders account number until the total cash dividend distribution amount is met.
-
After approval by the shareholder's meeting, the Board authorizes the Chairman to set a separate ex-dividend date and payable date. Subsequently, in the event that changes in the company's capital affect the outstanding shares, leading to variations in the dividend distribution rate for shareholders, the Chairman is empowered to make necessary adjustments.
-
Please proceed with the acknowledgement.
Resolution:
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III. Discussion
Proposed by the
Board of Directors
Proposal: Amendment to “Aero Win Technology Corporation Rules of Procedures for Acquisition or Disposal of Assets”
Explanation :
- According to the order of the Financial Supervisory Commission on November 24, 2025 (Financial Supervisory Certificate No. 1140383333). To meet practical operational needs and considering the principle of materiality in information disclosure, the reporting standards for companies with paid-in capital of NT$50 billion to disclose the acquisition or disposal of equipment for business use with unrelated parties, or the acquisition or disposal of government bonds, ordinary corporate bonds, and general financial bonds not involving equity, are relaxed. Furthermore, the calculation methods for 5% of paid-in capital and NT$50 billion are clarified for companies whose shares have no par value or whose par value per share is not NT$10.. Some provisions of the " Aero Win Technology Corporation Rules of Procedures for Acquisition or Disposal of Assets " were amended and passed by the Board of Directors on January 12, 2026. The comparison table of provisions before and after the amendment is as follows:
Aero Win Technology Corporation Rules of Procedures for Acquisition or Disposal of Assets Contents Before and After Amendment in Comparison
| Article Number | Content | ||
|---|---|---|---|
| Contents after Amendment | Contents before Amendment | Explanation | |
| Article 15 | Information disclosure procedure | ||
| 1. Items required to be publicly announced and reporting standards | |||
| (1) Acquisition or disposal of real estate or its right-of-use assets from or with related parties, or acquisition or disposal of assets other than real estate or its right-of-use assets with related parties where the transaction amount reaches 20% of the company’s paid-in capital, 10% of total assets, or NT$300 million or more. However, this does not apply to the trading of domestic government bonds, bonds with repurchase or resale conditions, or the subscription or redemption of money market funds issued by securities investment trust enterprises. | |||
| (2) Companies listed or traded on securities firm premises that engage | Information disclosure procedure | ||
| 1. Items required to be publicly announced and reporting standards | |||
| (1) Acquisition or disposal of real estate or its right-of-use assets from or with related parties, or acquisition or disposal of assets other than real estate or its right-of-use assets with related parties where the transaction amount reaches 20% of the company’s paid-in capital, 10% of total assets, or NT$300 million or more. However, this does not apply to the trading of domestic government bonds, bonds with repurchase or resale conditions, or the subscription or redemption of money market funds issued by securities investment trust enterprises. | |||
| (2) Companies listed or traded on securities firm premises that engage | 1. To acquire or dispose of equipment for operational use is an act necessary for the company’s normal operations. In consideration of the principle of materiality in information disclosure, the announcement and reporting thresholds for companies with paid-in capital reaching NT$50 billion when acquiring or disposing of operating equipment from non-related parties are therefore relaxed. (Amendment to the content of Paragraph 1, Subparagraph 4 of this Article). | ||
| 2. In order to make effective use of operating funds, companies may invest in fixed-income products to manage funds and improve cash yield. Based on |
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| Article Number | Content | ||
|---|---|---|---|
| Contents after Amendment | Contents before Amendment | Explanation | |
| in mergers, divisions, acquisitions, or share transfers shall, within two days from the date of the board resolution, submit the information under Article 14, Paragraph 2, Item (7), (7-1). And (7-2),, in the prescribed format via the internet information system to the Financial Supervisory Commission for recordation. |
(3) Losses from derivatives transactions reaching the maximum loss amount for all or individual contracts as specified in the established handling procedures.
(4) The type of assets acquired or disposed of is equipment used for operational purposes or right-of-use assets, and the counterparty to the transaction is not a related party, and the transaction amount meets one of the following conditions:
(4-1). When the company’s paid-in capital has not yet reached NT$10 billion, and the transaction amount reaches NT$500 million or more.
(4-2). When the Company’s paid-in capital is NT$10 billion or more but less than NT$50 billion, and the transaction amount reaches NT$1 billion or more.
(4-3). When the Company’s paid-in capital reaches NT$50 billion or more, and the transaction amount reaches 5% of the Company’s paid-in capital.
(5) When a company engaged in construction business acquires or disposes of real estate used for construction or its right-of-use assets, and the counterparty to the transaction is not a related party, and the transaction amount has reached NT$500 million or more; provided that if the company’s paid-in capital reaches NT$10 billion or more, and it disposes of real estate from self-developed and completed construction projects, and the counterparty is not a related party, the transaction amount reaches NT$1 billion or more. | in mergers, divisions, acquisitions, or share transfers shall, within two days from the date of the board resolution, submit the information under Article 14, Paragraph 2, Item (7), (7-1). And (7-2),, in the prescribed format via the internet information system to the Financial Supervisory Commission for recordation.
(3) Losses from derivatives transactions reaching the maximum loss amount for all or individual contracts as specified in the established handling procedures.
(4) The type of assets acquired or disposed of is equipment used for operational purposes or right-of-use assets, and the counterparty to the transaction is not a related party, and the transaction amount meets one of the following conditions:
(4-1). When the company’s paid-in capital has not yet reached NT$10 billion, and the transaction amount reaches NT$500 million or more.
(4-2). When the company’s paid-in capital is NT$10 billion or more, and the transaction amount reaches NT$1 billion or more.
(5) When a company engaged in construction business acquires or disposes of real estate used for construction or its right-of-use assets, and the counterparty to the transaction is not a related party, and the transaction amount has reached NT$500 million or more; provided that if the company’s paid-in capital reaches NT$10 billion or more, and it disposes of real estate from self-developed and completed construction projects, and the counterparty is not a related party, the transaction amount reaches NT$1 billion or more. | considerations of materiality in information disclosure and taking into account the risk attributes of such products, the announcement and reporting thresholds are therefore relaxed for companies with paid-in capital reaching NT$50 billion when acquiring or disposing of government bonds, ordinary corporate bonds, and general financial bonds not involving equity from non-related parties. (Addition of Subparagraph 7 to Paragraph 1 of this Article).
-
The original Subparagraph 7 of Paragraph 1 is renumbered as Subparagraph 8, with minor textual revisions.
-
To clarify the calculation standards for matters that companies must announce and report, Paragraph 3 is added to specify the method for calculating a company’s total assets. (Addition of Paragraph 3 of this Article).
-
In line with the addition to Paragraph 1 regarding the announcement and reporting thresholds for publicly issued companies with paid-in capital reaching NT$50 billion, Paragraph 4 is added to specify the calculation method for paid-in capital equivalent to 5% of paid-in capital and for companies whose shares have no par value or a par value other than NT$10. (Addition of Paragraph 4 of this Article).
-
Due to the addition of Paragraphs 3 and 4, the original Paragraphs 3 and 4 are renumbered as Paragraphs 5 and 6, with adjustments to the paragraph numbering |
| Article Number | Content | ||
|---|---|---|---|
| Contents after Amendment | Contents before Amendment | Explanation | |
| billion or more, and it disposes of real estate from self-developed and completed construction projects, and the counterparty is not a related party, the transaction amount reaches NT$1 billion or more. |
(6) When acquiring real estate through methods such as self-owned land commissioned construction, leased land commissioned construction, joint construction with shared housing, joint construction with profit sharing, or joint construction and sale, and the counterparty is not a related party, and the company’s expected investment transaction amount has reached NT$500 million or more.
(7) When the company’s paid-in capital reaches NT$50 billion or more, public government bonds, corporate bonds traded on a securities exchange or over-the-counter market, and general financial debentures that do not involve equity rights (excluding subordinated bonds), and that do not fall under any of the proviso conditions listed in item (8), and where the counterparty is not a related party, and the transaction amount reaches 5% or more of the company’s paid-in capital.
(8) Asset transactions other than the preceding 7 items, disposal of claims by financial institutions, or investments in Mainland China, where the transaction amount reaches 20% of the company’s paid-in capital or NT$300 million or more. However, the following circumstances are not subject to this restriction:
(8-1). Buying and selling domestic government bonds or foreign government bonds with a credit rating not lower than Taiwan’s | (6) When acquiring real estate through methods such as self-owned land commissioned construction, leased land commissioned construction, joint construction with shared housing, joint construction with profit sharing, or joint construction and sale, and the counterparty is not a related party, and the company’s expected investment transaction amount has reached NT$500 million or more.
(7) Asset transactions other than the preceding six items, disposal of claims by financial institutions, or investments in Mainland China, where the transaction amount reaches 20% of the company’s paid-in capital or NT$300 million or more. However, the following circumstances are not subject to this restriction:
(7-1). Buying and selling domestic government bonds or foreign government bonds with a credit rating not lower than Taiwan’s sovereign credit rating.
(7-2). For entities whose primary business is investment, trading of securities conducted on domestic or foreign stock exchanges or over-the-counter venues, or subscription in the primary market for foreign government bonds or publicly offered corporate bonds, and general financial bonds without equity characteristics (excluding subordinated bonds), or subscription or redemption of securities investment trust funds, or subscription or sale of exchange-traded securities or futures trust funds, or securities purchased by securities firms as required for underwriting business or by recommending securities firms for emerging stock companies in | sequence. |
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| Article Number | Content | ||
|---|---|---|---|
| Contents after Amendment | Contents before Amendment | Explanation | |
| sovereign credit rating. | |||
| (8-2). For entities whose primary business is investment, trading of securities conducted on domestic or foreign stock exchanges or over-the-counter venues, or subscription in the primary market for foreign government bonds or publicly offered corporate bonds, and general financial bonds without equity characteristics (excluding subordinated bonds), or subscription or redemption of securities investment trust funds, or subscription or sale of exchange-traded securities or futures trust funds, or securities purchased by securities firms as required for underwriting business or by recommending securities firms for emerging stock companies in accordance with the regulations of the Taipei Exchange (TPEx). | |||
| (8-3). Buying and selling bonds under repurchase or reverse repurchase agreements, or subscribing or redeeming money market funds issued by securities investment trust enterprises. | |||
| 2. The transaction amounts in items (1) to (7) of the preceding paragraph shall be calculated in accordance with the following methods, and the term “within one year” refers to a period calculated retroactively from the date on which the current transaction actually occurs; portions that have already been announced in accordance with these procedures are exempt from being included again. | |||
| (1) The amount of each individual transaction. | |||
| (2) Within one year, the cumulative amount of transactions involving the acquisition or disposal of assets of the same nature with the same | accordance with the regulations of the Taipei Exchange (TPEx). | ||
| (7-3). Buying and selling bonds under repurchase or reverse repurchase agreements, or subscribing or redeeming money market funds issued by securities investment trust enterprises. | |||
| 2. The transaction amounts in items (1) to (7) of the preceding paragraph shall be calculated in accordance with the following methods, and the term “within one year” refers to a period calculated retroactively from the date on which the current transaction actually occurs; portions that have already been announced in accordance with these procedures are exempt from being included again. | |||
| (1) The amount of each individual transaction. | |||
| (2) Within one year, the cumulative amount of transactions involving the acquisition or disposal of assets of the same nature with the same |
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| Article Number | Content | ||
|---|---|---|---|
| Contents after Amendment | Contents before Amendment | Explanation | |
| counterparty. | |||
| (3) Within one year, the cumulative amount of acquisitions or disposals (with acquisitions and disposals calculated separately) of real estate or its right-of-use assets under the same development project. | |||
| (4) Within one year, the cumulative amount of acquisitions or disposals (with acquisitions and disposals calculated separately) of the same securities. | |||
| 3.The provisions of these Guidelines regarding total assets of ten percent shall be calculated based on the total asset amount in the most recent parent-company-only or individual financial report prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers. | |||
| 4. When a company’s shares have no par value or the par value per share is not NT$10: | |||
| (1)The provisions of these Guidelines regarding transaction amounts of 20% of paid-in capital shall be calculated as 10% of equity attributable to owners of the parent company. | |||
| (2)The provisions of these Guidelines regarding transaction amounts of 5% of paid-in capital shall be calculated as 2.5% of equity attributable to owners of the parent company. | |||
| (3)The provisions of these Guidelines regarding transaction amounts reaching NT$10 billion of paid-in capital shall be calculated as NT$20 billion of equity attributable to owners of the parent company. | |||
| (4)The provisions of these Guidelines regarding transaction amounts reaching NT$50 billion of paid-in capital shall be calculated as NT$100 billion of equity attributable to owners of the parent company. | |||
| 5. Plazo para la publicación y la presentación de informes Cuando esta sociedad adquiera o enajene activos, y se trate de partidas que | establecido, deberá realizar la publicación y presentación del informe dentro de los dos días contados a partir del día siguiente a la ocurrencia del hecho. | ||
| 4. Procedimiento de publicación y presentación de informes | |||
| (1) Esta sociedad deberá publicar y presentar la información correspondiente en el sitio web designado por la Comisión de Supervisión Financiera. | |||
| (2) Esta sociedad deberá, con periodicidad mensual, presentar en el formato establecido la situación de las operaciones con instrumentos derivados realizadas por la propia sociedad y sus subsidiarias que no sean compañías cotizadas en el mercado nacional, con datos acumulados hasta el final del mes anterior, ingresando dicha información en el sitio web de presentación de información designado por la Comisión de Supervisión Financiera antes del día diez de cada mes. | |||
| (3) Si los elementos que deban ser publicados por esta sociedad conforme a la normativa contienen errores u omisiones en el momento de la publicación y deban ser corregidos, deberán ser nuevamente publicados y declarados en su totalidad dentro de los dos días contados a partir del día siguiente a su conocimiento. | |||
| (4) Cuando esta sociedad adquiera o enajene activos, deberá mantener en la empresa los contratos correspondientes, actas, libros de registro, informes de valoración y dictámenes de contadores públicos, abogados o entidades colocadoras de valores. Salvo que otras leyes dispongan lo contrario, dichos documentos deberán conservarse |
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| Article Number | Content | ||
|---|---|---|---|
| Contents after Amendment | Contents before Amendment | Explanation | |
| deban ser publicadas conforme al apartado primero del presente artículo, y cuyo importe de la transacción alcance el estándar de declaración y publicación aquí establecido, deberá realizar la publicación y presentación del informe dentro de los dos días contados a partir del día siguiente a la ocurrencia del hecho. | |||
| 6. Procedimiento de publicación y presentación de informes | |||
| (1) Esta sociedad deberá publicar y presentar la información correspondiente en el sitio web designado por la Comisión de Supervisión Financiera. | |||
| (2) Esta sociedad deberá, con periodicidad mensual, presentar en el formato establecido la situación de las operaciones con instrumentos derivados realizadas por la propia sociedad y sus subsidiarias que no sean compañías cotizadas en el mercado nacional, con datos acumulados hasta el final del mes anterior, ingresando dicha información en el sitio web de presentación de información designado por la Comisión de Supervisión Financiera antes del día diez de cada mes. | |||
| (3) Si los elementos que deban ser publicados por esta sociedad conforme a la normativa contienen errores u omisiones en el momento de la publicación y deban ser corregidos, deberán ser nuevamente publicados y declarados en su totalidad dentro de los dos días contados a partir del día siguiente a su conocimiento. | |||
| (4) Cuando esta sociedad adquiera o enajene activos, deberá mantener en la empresa los contratos correspondientes, actas, libros de registro, informes de valoración y | por un mínimo de cinco años. | ||
| (5) Tras las transacciones anunciadas y declaradas por la empresa de conformidad con lo dispuesto en el artículo anterior, si ocurre cualquiera de las siguientes circunstancias, deberá, dentro de los dos días contados a partir de la fecha en que ocurra el hecho, presentar la información correspondiente para su anuncio y declaración en el sitio web designado por la Comisión de Supervisión y Administración Financiera: | |||
| (5-1). Modificación, terminación o rescisión de los contratos relacionados originalmente firmados en la transacción. | |||
| (5-2). La fusión, escisión, adquisición o transferencia de acciones no se completa de acuerdo con el calendario previsto en el contrato. | |||
| (5-3). Modificación del contenido originalmente anunciado y declarado. |
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| Article Number | Content | ||
|---|---|---|---|
| Contents after Amendment | Contents before Amendment | Explanation | |
| dictámenes de contadores públicos, abogados o entidades colocadoras de valores. Salvo que otras leyes dispongan lo contrario, dichos documentos deberán conservarse por un mínimo de cinco años. | |||
| (5) Tras las transacciones anunciadas y declaradas por la empresa de conformidad con lo dispuesto en el artículo anterior, si ocurre cualquiera de las siguientes circunstancias, deberá, dentro de los dos días contados a partir de la fecha en que ocurra el hecho, presentar la información correspondiente para su anuncio y declaración en el sitio web designado por la Comisión de Supervisión y Administración Financiera: | |||
| (5-1). Modificación, terminación o rescisión de los contratos relacionados originalmente firmados en la transacción. | |||
| (5-2). La fusión, escisión, adquisición o transferencia de acciones no se completa de acuerdo con el calendario previsto en el contrato. | |||
| (5-3). Modificación del contenido originalmente anunciado y declarado. | |||
| Article 19 | Supplementary Provisions | ||
| 1. Any matters not fully covered in these operating procedures shall be handled in accordance with relevant laws and regulations. | |||
| 2. These operating procedures were established on June 30, 1999; first revision on June 30, 2002; second revision on June 26, 2009; third revision on June 24, 2011; fourth revision on June 22, 2012; fifth revision on June 24, 2014; sixth revision on June 26, 2017; seventh revision on June 25, 2019; eighth | Supplementary Provisions | ||
| 1. Any matters not fully covered in these operating procedures shall be handled in accordance with relevant laws and regulations. | |||
| 2. These operating procedures were established on June 30, 1999; first revision on June 30, 2002; second revision on June 26, 2009; third revision on June 24, 2011; fourth revision on June 22, 2012; fifth revision on June 24, 2014; sixth revision on June 26, 2017; seventh revision on June 25, 2019; eighth | Addition of amendment date and sequence. |
| Article Number | Content | ||
|---|---|---|---|
| Contents after Amendment | Contents before Amendment | Explanation | |
| revision on June 22, 2020; ninth revision on June 27, 2022; Tenth revision on June 24, 2026. | revision on June 22, 2020; ninth revision on June 27, 2022. |
2.Please proceed with the discussion
Resolution:
IV. Election
Proposed by the Board of Directors
Proposal: Re-election of Directors
Explanation :
- The Company's 9th term Directors shall have their tenure of office expired on June 27, 2026. With a view to holding the shareholders' regular meeting in 2026, a re-election is proposed.
- As expressly provided for in Article 16 of the Company's Articles of Incorporation and in accordance with the Company's Audit Committee, in the present election, Directors in 8 seats (including 4 Independent Directors) shall be elected in the candidates nomination system.
- The new Directors shall hold a three-year tenure of office starting from June 24, 2026, until June 23, 2029. The term of office of the original director will end when the ordinary shareholders meeting is completed.
- The list of candidates for Directors is as follows:
| Candidates | 1 | 2 | 3 | 4 |
|---|---|---|---|---|
| Name | Keytech Investment Inc. | |||
| Representative | ||||
| Kuo Hao Tseng | Susan Hu | Mei Li Tsai | RichMind Corp. | |
| Representative | ||||
| K.S.Lin | ||||
| Shareholding | 6, 102, 869 | 380, 000 | 0 | 2, 172, 000 |
| Education | Ph.D. in Precision | |||
| Mechanical Engineering, | ||||
| University of Tokyo, Japan | Doctor of Philosophy in | |||
| Management in Business | ||||
| Administration, Ming | ||||
| Chuan University | Master of Accounting, | |||
| National CUHENGCHI | ||||
| University | Bachelor of Business | |||
| Administration, Fu Jen | ||||
| Catholic University |
- 16 -
| Experience | 1. Patent Engineer of Jiang Chyun IP Group
2. R & D department head of Fujikura Ltd.
3. Special Assistant to the Chairman and Vice President, Technical Division of AWTC
4. Director of Seraph Scientific System Co., Ltd.
5. Chairman of MEB COMERCIAL IMPORTADORA EXPORTADORA LTD.
6. President & Convener of Sustainability Committee of AWTC (current position)
7. Director of MONTEREY INTERNATIONAL CORP. (current position)
8. Chairman of Keytech Investment Inc. (current position)
9. Director of RichMind Corp. (current position)
10. Chairman of Tepao Investment Co., Ltd (current position) | 1. Special Assistant to the Chairman of AWTC
2. Supervisor of Seraph Scientific System Co., Ltd
3. Executive Vice President of Combridge Co., Ltd.
4. Executive Vice President & Member of of Sustainability Committee of AWTC (current position)
5. Independent Director & Convener of Remuneration Committee & Convener of Audit Committee & Convener of Sustainability Committee, Drewloong Precision, Inc. (current position)
6. Independent Director & Member of Remuneration Committee & member of Audit Committee & Member of of Sustainability Committee, Shuz Tung Machinery Industrial Co., Ltd. (current position) | 1. Director of SHIH HSIN University
2. Section Chief of Investment Department of Chiao Tung Bank
3. Adjunct Lecturer of National Taipei University
4. Adjunct Lecturer of SHIH HSIN University
5. Adjunct Lecturer of Chinese Culture University
6. Supervisor presentative of EVERTERMINAL CO., LTD.
7. Board director and President of EUROC Investment Co., Ltd. (current position)
8. Director presentative of Twinhead International Corp. (current position)
9. Director presentative of MOSA Instrial Corp. (current position) | 1. Director and Supervisor of SHUN ON ELECTRONIC CO., LIMITED
2. Chairman and President of MONTEREY INTERNATIONAL CORP. (current position)
3. Chairman of Monterey Cayman INC. (current position)
4. Chairman of RichMind Corp. (current position)
5. Chairman of MONTEREY (ZHANGJIAGANG) CO., LTD (current position)
6. Supervisor of Great way Co.LTD.(current position) |
| --- | --- | --- | --- | --- |
| Candidate | 1 | 2 | 3 | 4 |
| --- | --- | --- | --- | --- |
| Name | Cy Su | Minkon Huang | Wen Hsiang Lu | Ding An Lee |
| Shareholding | 0 | 0 | 0 | 0 |
| Education | 1. EXECUTIVES
ROGRAM, GRADUATE SCHOOL OF BUSINESS
ADMINISTRATION, NATIONAL CHENG-Chi University
2. Bachelor of Mechanical | 1. Master of Law, Graduate School of Public Administration, National Chengchi University
2. Bachelor of law, Department of Political Science, National | 1. Ph.D., Graduate Institute of Technology and Innovation Management, National Cheng Chi University, Taiwan
2. Master Intellectual Property (MIP), Franklin | National Taiwan University, Dept. of Accounting |
| | Engineering, National Cheng Kung University | Chengchi University | Pierce Law Center, NH., USA
3.LL.M., Graduate School of Law, National Chung Hsin University, Taiwan
4.LL.B., Comparative Law, Soochow University, School of Law, Taiwan | |
| --- | --- | --- | --- | --- |
| Experience | 1. Managing Director of Metal Industries Research & Development Centre
2. Executive director of TAIWAN TRANSPORTATION VEHICLE MANUFACTURERS ASSOCIATION
3. Director and President of CHINA MOTOR CORPORATION
4. Chairman of CHINA ENGINE CORPORATION
5. Vice Chairman of SHUNG YE MOTOR CO., LTD.
6. Chairman of FORTUNE MOTORS CO., LTD.
7. President of Capital Motors, Inc.
8. Director of YULON MOTOR CO., LTD.
9. Independent director of Qisda Corporation
10. Senior Group Consultant of Tan Chong International Limited
11. Vice President of Chinese Society of Mechanical Engineers
12. Member Outstanding Engineer Review Committee of Chinese Institute of Engineers
13. Director of NatureWise Biotech & Medicals | 1. Section Assistant in Legal room of Taipei City Government Secretariat
2. Executive Officer of Taiwan Provincial Water Supply Company, Director of the General Affairs Office of the Eleventh District Management Office, Taiwan Provincial Water Corporation
3. Adjunct Lecturer, Department of Business Administration, National Chung Hsing University
4. Chief of the Administrative Office of Taiwan Provincial Election Commission
5. Chief, Secretary, Senior Executive Officer, Chief Secretary, Deputy Secretary-General, Secretary-General of Taiwan Provincial Council
6. Secretary-General of Taiwan Provincial Advisory Council (Senior Rank Grade 14)
7. Deputy Mayor of Taoyuan County
8. Acting Mayor of Taoyuan County
9. Chairman of Taiwan Water Corporation
10. Vice Chairman of the Research, Development | 1. Senior Advisor & Director of Economic Division, Taipei Representative Office in Singapore
2. Deputy Director General, Intellectual Property Office, Ministry of Economic Affairs (MOEA)
3. Senior Specialist, Computer & Information Department, Ministry of Justice
4. Prosecutor, Taiwan Hualien, Shihlin, Taipei District Prosecutor’s Office
5. Civil Judge, Taiwan Shihlin District Court
6. Criminal Judge, Taiwan Banchiau District Court
7. Independent director and Member of Remuneration Committee and Audit Committee of RichWave Ltd. (current position)
8. Mediator in the Intellectual Property and Commercial Court, Taiwan (current position)
9. Adjunct Professor, Intellectual Property Research Institute of | 1. Public Relations Committee Chairperson and Director of Association of Certified Fraud Examiners, Taiwan Chapter
2. Independent Director of JULIE'S INTERNATIONAL LIMITED
3. Independent Director of Inmax Holding Co., Ltd.
4. Independent Director and Remuneration Committee of CHEER TIME ENTERPRISE CO., LTD.
5. Independent Director of MONTEREY INTERNATIONAL CORP.
6. Chien Chen United CPAs office Partner (current position)
7. Consulting Accountant, Commercial Office, Taipei City Government (current position)
8. Consulting Accountant, Investment Review Committee, Ministry of Economic Affairs (current position)
9. Consulting Accountant, Taipei Industrial Development Bureau (current position)
10. Supervisor of China |
- 18 -
| | Corporation (current position)
14. Independent director and Convener of Remuneration Committee and Convener of Audit Committee of RECHI PRECISION CO., LTD. (current position)
15. Chairman of Dr. Study Investment Co., Ltd. (current position) | and Evaluation Committee, the Executive Yuan, Republic of China (Taiwan)
11. Deputy Secretary-General, the Executive Yuan Deputy Secretary, the Executive Yuan, Republic of China (Taiwan)
12. Chairman of Taiwan Rolling Stock Co, LTD.
13. Chairman of ShineMore Technology Materials Corporation., Ltd.
14. CEO of 21ST Century Foundation (current position)
15. Director presentative of TWINHEAD INTERNATIONAL CORP. (current position) | Xiamen (current position)
10. Adjunct Professor, Soochow University, School of Law (Taiwan) (current position)
11. Chair Attorney at Lu's Attoerys- at-Law (current position)
12 Independent director and Audit Committee of ACRO Biomedical Co., Ltd. (current position) | International Investment and Financing Promotion Association (current position)
11. Supervisor of Lanting Shuge Investment Co., Ltd. (current position)
12. Chairman of Lan Ting Shui She Investment Co., Ltd. (current position) |
| --- | --- | --- | --- | --- |
| Reasons for nominating an independent director who has served three consecutive terms as an independent director of the Company | The Company intends to continue nominating Mr. Cy Su in order to continue leveraging his industry and management expertise as an independent director. | Not applicable | Not applicable | Not applicable |
-
This election is in accordance with the "Rules Governing the Elections of Directors," as shown in Appendix III (Pages 48-50).
-
Please proceed with the election.
Outcome of the Election:
V. Other Matters
Proposed by
the Board of Directors
Proposal of release the prohibition on new Directors and their representatives from participation in competitive business
Explanation:
- In response to the diversification needs of the Company's and in view of investment and other business development, it is proposed to release the prohibition on new Directors and their representatives from doing anything for himself or on behalf of another person that is within the scope of the company's business
- Related information on the non-compete restrictions is as follows:
| Position | Name | Other positions held |
|---|---|---|
| Representative of Director | Kuo Hao Tseng | 1. Director of MONTEREY INTERNATIONAL CORP. |
| 2. Chairman of Keytech Investment Inc. | ||
| 3. Director of RichMind Corp. | ||
| 4. Chairman of Tepao Investment Co., Ltd. | ||
| Director | Susan Hu | 1. Independent Director & Convener of Remuneration Committee & Convener of Audit Committee & Convener of Sustainability Committee, Drewloong Precision, Inc. |
| 2. Independent Director & Member of Remuneration Committee & member of Audit Committee & Member of Sustainability Committee, Shuz Tung Machinery Industrial Co., Ltd. | ||
| Director | Mei Li Tsai | 1. Board director and President of EUROC Investment Co., Ltd. |
| 2. Director presentative of Twinhead International Corp. | ||
| 3. Director presentative of MOSA Instrial Corp. | ||
| Representative of Director | K.S.Lin | 1. Chairman and President of MONTEREY INTERNATIONAL CORP. |
| 2. Chairman of Monterey Cayman INC. | ||
| 3. Chairman of RichMind Corp. | ||
| 4. Chairman of MONTEREY (ZHANGJIAGANG) CO., LTD | ||
| 5. Supervisor of Great way Co.LTD. | ||
| Independent Director | Cy Su | 1. Director of NatureWise Biotech & Medicals Corporation |
| 2. Independent director and Convener of Remuneration Committee and Convener of Audit Committee of RECHI PRECISION CO., LTD. | ||
| 3. Chairman of Dr. Study Investment Co., Ltd. | ||
| Independent Director | Minkon Huang | 1.CEO of 21ST Century Foundation |
| 2. Director presentative of TWINHEAD INTERNATIONAL CORP. |
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| Independent Director | Wen Hsiang Lu | 1. Independent director and Member of Remuneration Committee and Audit Committee of RichWave Ltd.
2. Mediator in the Intellectual Property and Commercial Court, Taiwan
3. Adjunct Professor, Intellectual Property Research Institute of Xiamen
4. Adjunct Professor, Soochow University, School of Law (Taiwan)
5. Chair Attorney at Lu’s Attoerys-at-Law
6. Independent director and Audit Committee of ACRO Biomedical Co., Ltd. |
| --- | --- | --- |
| Independent Director | Ding An Lee | 1.Chien Chen United CPAs office Partner
2.Consulting Accountant, Commercial Office, Taipei City Government
3.Consulting Accountant, Investment Review Committee, Ministry of Economic Affairs
4.Consulting Accountant, Taipei Industrial Development Bureau
5.Supervisor of China International Investment and Financing Promotion Association
6. Supervisor of Lanting Shuge Investment Co., Ltd.
7. Chairman of Lan Ting Shui She Investment Co., Ltd. |
- Please proceed with the discussion
Resolution:
VI. Extempore Motions
VII. Meeting Adjournment
[ATTACHMENT 1]
ATTACHMENTS
I. Business Report
I.Business Results in 2025
1. Implementation of Business Plan
The Company is a professional manufacturer of aerospace parts and components, with net operating revenue was 961,015 thousand, a positive growth of 16.61% compared with 2024. After deducting operating costs of 783,023 thousand, operating expenses of 114,628 thousand, and net non-operating Revenue was 20,496 thousand, net profit for the current period was 37,446 thousand, and after-tax earnings per share were NT$0.55.
2. Status of Budget Implementation
Not applicable as the Company did not disclose financial forecast information to the public in 2025
3. Financial Revenue and Expenditure and Profitability Analysis
| Item for Analysis | 2025 | 2024 | |
|---|---|---|---|
| Profitability | Return on assets (%) | 2.53 | 6.07 |
| Return on shareholders’ equity (%) | 4.13 | 11.72 | |
| Ratio of net operating profit to paid-in capital (%) | 9.24 | 10.57 | |
| Ratio of net income before tax to paid-in capital (%) | 6.25 | 14.95 | |
| Net profit margin (%) | 3.9 | 12.39 | |
| Earnings per share (NT$) | 0.55 | 1.49 |
4. Research and development
Successful development of technologies or products for aerospace components in the past two years is as follows:
A. Sheet metal ring parts: the 4 parts of leap 1A/B/C engine still development.
B. Machine ring parts: the 1 set of engine combustor part (BLOCK D) develop complete.
C. Insert part: the 1 part number develop complete
AWTC is dedicated to the effectiveness of R & D. Thus, it has the following short-, medium-, and long-term plans for products and technologies:
- Short-term plan (within three years): increase efficiency and expand production capacity by applying automation technology
- Medium-term plan (within five years): introduce suitable equipment for the development of special products such as semiconductors and green energy, and optimize the manufacturing process.
- Long-term plan (within 10 years): modify the production process and develop new process for next-generation engines.
R&D Spending as a Percentage of Revenue By AWTC:
| Year | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|
| Percentage | 6% | 6.6% | 6.4% | 5.6% |
II. 2026 Business Outlook
The Company’s primary customers include Safran Group of France and its subsidiaries, as well as Pratt & Whitney of the United States, both of which are major manufacturers and suppliers of aerospace engines and related components. Since 2020, the Company has collaborated closely with its customers to continuously improve manufacturing efficiency. As a result, components for the LEAP engine family developed by CFM International, a Safran Group company, as well as Pratt & Whitney’s PW1100G, PW1200G, and PW1500G engine programs, have progressively entered customer-approved mass production stages.
This achievement demonstrates customers’ strong confidence in the Company’s capabilities in process innovation, operational excellence, delivery performance, and quality management. Following the pandemic, the global air transportation and commercial aircraft markets have experienced a rapid recovery, further driving demand for next-generation fuel-efficient engines. For example, deliveries of the CFM LEAP engine family in 2025 are expected to grow by more than 20% compared with 2024, indicating strong market demand and a gradual improvement in delivery cadence. In addition, industry data indicates that CFM delivered more than 1,200 LEAP engines to Airbus, Boeing, and other aircraft platforms during the first three quarters of 2025, representing approximately 21% growth compared with the same period last year, reflecting steady expansion in the core market.
The global commercial aircraft engine market is also continuing to expand. According to recent market research, the global engine market is projected to grow at a compound annual growth rate (CAGR) of approximately 4.3% between 2026 and 2034, demonstrating a clear mid- to long-term growth trajectory in the aircraft propulsion sector.
In the aircraft manufacturing sector, major aircraft manufacturers such as Airbus and Boeing have also shown a recovery in delivery volumes, with aircraft deliveries reaching near multi-year highs in 2025, indicating strong demand across the supply chain. However, certain production lines between 2025 and 2026 remain constrained by engine supply pacing, highlighting the need for continued supply chain optimization to improve overall delivery efficiency.
In response to the post-pandemic recovery of the aerospace industry and the strong demand in the single-aisle aircraft market, the Company will continue to focus on new product development, customer expansion, process optimization, and capacity enhancement. From an internal operations perspective, the Company will uphold strong corporate governance principles, strengthen management systems and cross-functional collaboration, and further enhance operational performance and quality assurance capabilities. These efforts will ensure that the Company maintains and strengthens its competitive advantages in this opportunity-rich market environment.
Kuo-Hao Tseng
Chairman
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【ATTACHMENT 2】
II. Audit Committee's Review Report
Aero Win Technology Corporation
Audit Committee Review Report
The Board of Directors has prepared and submitted to us the Company’s 2025 Business Report, Financial Statements, and proposal for distribution of 2025 earnings. Financial Statements were audited by Deloitte & Touche and they issued an audited report accordingly. We, as the Audit Committee of the Company, have reviewed the Business Report, Financial Statements, and proposal for distribution of 2025 earnings and do not find any discrepancies. According to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby submit this report.
Aero Win Technology Corporation
Chairman of the Audit Committee:
蘇慶陽 (Su Ching-Yang)
March 9, 2026
【ATTACHMENT 3】
III. Independent Auditors' Review Report
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
Aero Win Technology Corporation
Opinion
We have audited the accompanying financial statements of Aero Win Technology Corporation (the "Company"), which comprise the balance sheets as of December 31, 2025 and 2024, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including material accounting policy information (collectively referred to as the "financial statements").
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and its financial performance and its cash flows for the years 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 the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended December 31, 2025. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
The key audit matter of the Company's financial statements for the year ended December 31, 2025 is stated as follows:
Revenue Recognition from the Main Export Customers
For the year ended December 31, 2025, the sales revenue from the Company’s certain customers accounted for a significant proportion of total revenue and increased significantly, which has a significant impact on the financial statements. Moreover, the authenticity of the revenue is presumed to be a significant risk in the auditing standards; therefore, we identified revenue recognition from the main export customers as a key audit matter.
Refer to Note 4 to the financial report for the information on the revenue recognition policy. The main audit procedures performed in respect of the above-mentioned key audit matter are as follows:
- We obtained an understanding of and evaluated the effectiveness of the design and implementation of the internal controls related to the revenue recognition.
- We selected samples from the sales details of the main export customers for this period, checked the shipping documents and confirmed that the Company’s performance obligation has been satisfied and the control of the goods had indeed been transferred.
- We performed cash receipt testing and obtained confirmation letters from customers with outstanding receivables to verify the authenticity of sales revenue.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and 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 financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Company’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an 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 financial statements.
- 27 -
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements 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.
- 28 -
The engagement partners on the audits resulting in this independent auditors’ report are Teng-Wei Wang and Hung-Ju Liao.
Deloitte & Touche
Taipei, Taiwan
Republic of China
March 9, 2026
Notice to Readers
The accompanying financial statements are intended only to present the financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. 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 financial statements shall prevail.
- 29 -
【ATTACHMENT 4-1】
IV. Financial Statements
Aero Win Technology Corporation
BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| ASSETS | December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| CURRENT ASSETS | ||||
| Cash and cash equivalents (Notes 4 and 6) | $ 178,598 | 8 | $ 222,419 | 10 |
| Accounts receivable, net (Notes 4, 7 and 19) | 170,872 | 8 | 121,413 | 6 |
| Other receivables (Notes 4 and 7) | 9,261 | - | 7,978 | - |
| Current tax assets (Note 21) | - | - | 89 | - |
| Inventories (Notes 4, 5, 8 and 27) | 730,812 | 34 | 714,076 | 34 |
| Prepayments (Note 9) | 3,525 | - | 5,236 | - |
| Other current assets (Note 13) | 18,834 | 1 | 22,685 | 1 |
| Total current assets | 1,111,902 | 51 | 1,093,896 | 51 |
| NON-CURRENT ASSETS | ||||
| Property, plant and equipment (Notes 4, 10, 26 and 27) | 1,019,144 | 47 | 958,274 | 45 |
| Right-of-use assets (Notes 4 and 11) | 1,806 | - | 2,591 | - |
| Intangible assets (Notes 4 and 12) | 6,073 | - | 7,951 | 1 |
| Deferred tax assets (Notes 4 and 21) | 18,865 | 1 | 21,355 | 1 |
| Other non-current assets (Notes 4, 13 and 26) | 11,578 | 1 | 48,148 | 2 |
| Total non-current assets | 1,057,466 | 49 | 1,038,319 | 49 |
| TOTAL | $ 2,169,368 | 100 | $ 2,132,215 | 100 |
| LIABILITIES AND EQUITY | ||||
| CURRENT LIABILITIES | ||||
| Short-term borrowings (Notes 14 and 26) | $ 230,000 | 11 | $ 100,000 | 5 |
| Notes payable (Note 15) | 21 | - | 37 | - |
| Accounts payable (Note 15) | 81,516 | 4 | 127,056 | 6 |
| Other payables (Note 16) | 91,326 | 4 | 99,386 | 5 |
| Lease liabilities - current (Notes 4 and 11) | 1,070 | - | 1,187 | - |
| Current portion of long-term borrowings (Notes 14 and 26) | 97,483 | 4 | 118,414 | 5 |
| Other current liabilities (Notes 16 and 19) | 22,153 | 1 | 5,444 | - |
| Total current liabilities | 523,569 | 24 | 451,524 | 21 |
| NON-CURRENT LIABILITIES | ||||
| Long-term borrowings (Notes 14 and 26) | 739,472 | 34 | 760,448 | 36 |
| Deferred tax liabilities (Notes 4 and 21) | 698 | - | 1,304 | - |
| Lease liabilities - non-current (Notes 4 and 11) | 757 | - | 1,419 | - |
| Net defined benefit liabilities - non-current (Notes 4 and 17) | 3,921 | - | 5,551 | - |
| Total non-current liabilities | 744,848 | 34 | 768,722 | 36 |
| Total liabilities | 1,268,417 | 58 | 1,220,246 | 57 |
| EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Note 18) | ||||
| Ordinary shares capital | 685,735 | 32 | 685,735 | 32 |
| Capital surplus | 53,264 | 2 | 53,264 | 3 |
| Retained earnings | ||||
| Legal reserve | 69,877 | 3 | 59,651 | 3 |
| Unappropriated earnings | 92,075 | 5 | 113,319 | 5 |
| Total retained earnings | 161,952 | 8 | 172,970 | 8 |
| Total equity attributable to owners of the Company | 900,951 | 42 | 911,969 | 43 |
| TOTAL | $ 2,169,368 | 100 | $ 2,132,215 | 100 |
The accompanying notes are an integral part of the financial statements.
[ATTACHMENT 4-2]
Aero Win Technology Corporation
STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| OPERATING REVENUE (Notes 4 and 19) | $ 961,015 | 100 | $ 824,132 | 100 |
| OPERATING COSTS (Notes 8 and 20) | 783,023 | 81 | 638,880 | 77 |
| GROSS PROFIT | 177,992 | 19 | 185,252 | 23 |
| OPERATING EXPENSES (Notes 4, 7 and 20) | ||||
| Selling and marketing expenses | 22,970 | 2 | 23,479 | 3 |
| General and administrative expenses | 37,162 | 4 | 39,491 | 5 |
| Research and development expenses | 53,569 | 6 | 52,736 | 6 |
| Expected credit loss | 927 | - | 40 | - |
| Total operating expenses | 114,628 | 12 | 115,746 | 14 |
| OTHER INCOME AND EXPENSES (Note 20) | - | - | 3,000 | - |
| PROFIT FROM OPERATIONS | 63,364 | 7 | 72,506 | 9 |
| NON-OPERATING INCOME AND EXPENSES (Notes 4 and 20) | ||||
| Interest income | 1,466 | - | 8,016 | 1 |
| Other income | 120 | - | 120 | - |
| Other gains and losses | (792) | - | 32,631 | 4 |
| Finance costs | (21,290) | (2) | (10,746) | (2) |
| Total non-operating income and expenses | (20,496) | (2) | 30,021 | 3 |
| PROFIT BEFORE INCOME TAX FOR THE YEAR | 42,868 | 5 | 102,527 | 12 |
| INCOME TAX EXPENSE (Notes 4 and 21) | 5,422 | 1 | 439 | - |
| NET PROFIT FOR THE YEAR | 37,446 | 4 | 102,088 | 12 |
| OTHER COMPREHENSIVE INCOME (LOSS) | ||||
| Items that will not be reclassified subsequently to profit or loss: | ||||
| Remeasurement of defined benefit plans (Note 17) | (463) | - | 172 | - |
| Other comprehensive income (loss) for the year, net of income tax | (463) | - | 172 | - |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR | $ 36,983 | 4 | $ 102,260 | 12 |
| EARNINGS PER SHARE (Note 22) | ||||
| Basic | $ 0.55 | $ 1.49 | ||
| Diluted | 0.55 | 1.48 |
The accompanying notes are an integral part of the financial statements.
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[ATTACHMENT 4-3]
Aero Win Technology Corporation
STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| | Ordinary Share
Capital | Capital Surplus | Retained Earnings | | Total Equity |
| --- | --- | --- | --- | --- | --- |
| | | | Legal Reserve | Unappropriated
Earnings | |
| BALANCE ON JANUARY 1, 2024 | $ 685,735 | $ 53,264 | $ 56,137 | $ 35,145 | $ 830,281 |
| Appropriation of 2023 earnings (Note 18) | | | | | |
| Legal reserve | - | - | 3,514 | (3,514) | - |
| Cash dividends distributed to the shareholder
held ordinary shares | - | - | - | (20,572) | (20,572) |
| Net profit for the year ended December 31,
2024 | - | - | - | 102,088 | 102,088 |
| Other comprehensive income for the year ended
December 31, 2024, net of income tax | - | - | - | 172 | 172 |
| Total comprehensive income for the year ended
December 31, 2024 | - | - | - | 102,260 | 102,260 |
| BALANCE ON DECEMBER 31, 2024 | 685,735 | 53,264 | 59,651 | 113,319 | 911,969 |
| Appropriation of 2024 earnings (Note 18) | | | | | |
| Legal reserve | - | - | 10,226 | (10,226) | - |
| Cash dividends distributed to the shareholder
held ordinary shares | - | - | - | (48,001) | (48,001) |
| Net profit for the year ended December 31,
2025 | - | - | - | 37,446 | 37,446 |
| Other comprehensive loss for the year ended
December 31, 2025, net of income tax | - | - | - | (463) | (463) |
| Total comprehensive income for the year ended
December 31, 2025 | - | - | - | 36,983 | 36,983 |
| BALANCE ON DECEMBER 31, 2025 | $ 685,735 | $ 53,264 | $ 69,877 | $ 92,075 | $ 900,951 |
The accompanying notes are an integral part of the financial statements.
[ATTACHMENT 4-4]
Aero Win Technology Corporation
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 | $ 42,868 | $ 102,527 |
| Adjustments for: | ||
| Depreciation expense | 82,566 | 66,369 |
| Amortization expense | 5,972 | 5,674 |
| Expected credit loss | 927 | 40 |
| Finance costs | 21,290 | 10,746 |
| Interest income | (1,466) | (8,016) |
| Gain on disposal of property, plant and equipment | - | (3,000) |
| Profit on lease modification | (4) | - |
| Write-downs of inventories | 17,759 | 35,175 |
| Net (gain) loss on foreign currency exchange | (2,080) | 1,974 |
| Changes in operating assets and liabilities | ||
| Accounts receivable | (48,190) | 13,155 |
| Other receivables | (1,409) | (1,236) |
| Inventories | (34,495) | (204,119) |
| Prepayments | 167 | 2,674 |
| Other current assets | 3,851 | (1,274) |
| Notes payable | (16) | (65) |
| Accounts payable | (45,567) | 43,192 |
| Other payables | (19,049) | 25,126 |
| Other current liabilities | 16,739 | 4,568 |
| Net defined benefit liabilities | (2,093) | (407) |
| Cash generated from operations | 37,770 | 93,103 |
| Interest received | 1,592 | 8,227 |
| Interest paid | (21,242) | (10,525) |
| Income tax paid | (3,449) | (10,132) |
| Net cash generated from operating activities | 14,671 | 80,673 |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Payment for property, plant and equipment | (92,963) | (555,996) |
| Proceeds from disposal of property, plant and equipment | - | 3,000 |
| Increase in refundable deposits | (327) | (971) |
| Decrease in refundable deposits | 217 | 777 |
| Payment for intangible assets | (2,232) | (2,306) |
| (Increase) decrease in other non-current assets | (1,790) | 1,062 |
| Net cash used in investing activities | (97,095) | (554,434) |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Proceeds from short-term borrowings | 820,000 | 750,835 |
| Repayments of short-term borrowings | (690,000) | (759,277) |
| Proceeds from long-term borrowings | 525,730 | 763,860 |
| Repayments of long-term borrowings | (567,637) | (285,709) |
| Refund of guarantee deposits received | (30) | (30) |
| Repayment of the principal portion of lease liabilities | (1,459) | (1,391) |
| (Continued) |
【ATTACHMENT 4-5】
Aero Win Technology Corporation
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| Dividends paid to owners of the Company | (48,001) | (20,572) |
| Net cash generated from financing activities | 38,603 | 447,716 |
| NET DECREASE IN CASH AND CASH EQUIVALENTS | (43,821) | (26,045) |
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR | 222,419 | 248,464 |
| CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR | $ 178,598 | $ 222,419 |
The accompanying notes are an integral part of the financial statements.
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【APPENDIX 1】
APPENDIXES
(1) Articles of Incorporation
Aero Win Technology Corporation
The Articles of Incorporation
Chapter I General Provisions
Article 1 The Corporation shall be incorporated, as a company limited by shares, under the Company Act of the Republic of China, and its name shall be 寶一科技股份有限公司 in the Chinese language.
Article 2 The scope of business of the Corporation shall be as follows:
- CA03010 Heat Treatment
- CA04010 Surface Treatment
- CB01010 Machinery and Equipment Manufacturing
- CC01010 Electric Power Supply, Electric Transmission and Power Distribution Machinery Manufacturing
- CD01060 Aircraft and Parts Manufacturing
- F106010 Wholesale of Hardware
- F113010 Wholesale of Machinery
- F119010 Wholesale of Electronic Materials
- F206010 Retail Sale of Hardware
- F213080 Retail Sale of Machinery and Tools
- F219010 Retail Sale of Electronic Materials
- F401010 International Trade
- ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval
Article 3 The Company is located in Tainan City. It may establish subsidiaries in and out the country where and when necessary with approval from the Board of Directors and consent from the central competent authority.
Article 4 As business may require, the Company may provide guarantee according to the Company's-warranty principles with approval from the Board of Directors.
Article 5 The Company may, depending on its business needs, make external investments and may, by a resolution adopted by the Board of Directors, be a shareholder of limited liability of another company, and the total amount of its investment shall not be restricted by the investment quota stipulated in Article 13 of the Company Act.
Chapter II Shares
Article 6 The total capital of the Company is 1 billion NT dollars in 10 million shares and NT$10 per share. The Board of Directors is authorized to issue the unissued shares in separate batches to the public.
Out of the total capital indicated in the first paragraph, NT$50 million shall be reserved for the issuance of employee stock warrants comprising 5 million shares in total at NT$10 per share. The warrants may be issued in installment by a resolution adopted by the Board of Directors.
Article 7 The Company may issue non-printed stock shares and the public shall register the acquired stock shares with the Taiwan Depository & Clearing Corporation through their securities dealers.
Article 8 Activities of stock share transfers are prohibited under the following timeframes: within 60 days prior to the shareholders' general meeting; within 30 days prior to the provisional shareholders' meeting; and within 5 days of the determined record date on which dividends or other benefits are to be distributed.
Article 9 The execution and management of stock share issuing is conducted according to the Government's "Criteria Governing Handling of Stock Affairs by Public Stock Companies".
Chapter III Shareholders' Meeting
Article 10 There are general and provisional meetings for the shareholders. General shareholders' meeting is called six months from the end of the previous fiscal year by the Board of Directors, whereas provisional shareholders' meeting is held whenever necessary according to applicable regulations.
Article 11 Voting rights may be exercised by correspondence or electronic means at a shareholders' meeting convened by the Company. When a shareholder is unable to attend a shareholders' meeting for any reason, the shareholder may appoint a proxy to attend the meeting on his/her behalf by presenting a proxy form printed by the Company which specifies the scope of authorization. Attendance by proxy on behalf of shareholders shall be governed by not only Article 177 of the Company Act, but also the "Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies" promulgated by the competent authority.
Article 12 The shareholder's each share stands for one count of vote, unless otherwise regulated in Article 179 of the Company Act.
Article 13 Except when otherwise regulated in the Company Act, resolutions shall be approved by more than half of the votes from the attending shareholders, who collectively hold more than half of the total number of outstanding stock shares issued.
Article 14 When Shareholders' meeting is called by the Board of Directors, the Chairman is the chairperson of the shareholders' meeting. The Chairman shall assign one of the executive directors as proxy when the Chairman is absent. If the assignment is not being made, the executive directors shall elect a director among themselves to chair the shareholders' meeting.
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For meetings whose convener is not a member of the BOD, the one who convenes the meeting shall be the chairperson of the shareholders' meeting. If there are more than one conveners, they shall elect one among themselves.
Article 15 Resolutions of shareholders' meeting shall be recorded in meeting minutes, Article 183 of the Company Act shall be followed.
Chapter IV Directors and Board of Directors
Article 16 The Company shall appoint 7 to 9 directors whose term of office is three years. Directors shall be eligible for re-election. The total number of shares held by all the directors of the Company shall be governed by the relevant rules and regulations promulgated by the competent authority in charge of securities affairs.
Among the directors of the Company mentioned in the preceding paragraph, there shall be no less than three Independent Directors and the number of Independent Directors shall be no less than one-fifth of the total number of directors at the Company. Professional qualifications, restrictions on shareholdings and concurrent positions, methods of nomination, and other matters associated with Independent Directors shall be governed by the relevant rules and regulations promulgated by the competent authority in charge of securities affairs.
Aero Win Technology Corporation Directors shall be elected in accordance with a nomination system. A list of prospective candidates of directors shall be proposed before the General Meeting of Shareholders, and directors shall be elected among the candidates on the list. Aero Win Technology Corporation will elect its Directors by the accumulation of individual votes whereby each stock share has legitimate votes relevant with the number of seats for the Directors. Each shareholder may vote in favor of a particular candidate with all his/her votes on hand or distribute his/her votes equally to a number of preferred candidates. Candidates wining the majority of the votes shall be elected as members on the Board of Directors.
Independent and non-Independent Directors shall be nominated separately and elected at the same time. The numbers of elected independent and non-Independent Directors shall be calculated separately.
The company shall provide appropriate professional liability insurance for each Director for the protection of their respective duties.
Article 16-1 The company established the Auditing Committee pursuant to Article 14-4 of the Securities and Exchange Act with committee members consisting of all Independent Directors of the company. The Committee performs the responsibilities of supervisors specified under the Company Act, Securities and Exchange Act and other relevant laws and regulations. The number of members, the performance of authority, and other matters associated with the Committee shall be governed by the relevant rules and regulations. The charter document in respect of the audit committee of the Company should be governed by the Board of Directors.
Article 17 When one-third of the directors have vacated their offices or all the Independent Directors are
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dismissed, a shareholders' meeting shall be convened by the Board of Directors within sixty days to elect new directors to fill the vacancies. The term of office of the newly elected directors shall be the same as the remaining term of the predecessor. The qualifications of members, the performance of authority, and other matters associated with the committees shall be governed by the relevant rules and regulations. The charter document in respect of the committees of the Company should be governed by the Board of Directors.
Article 18 The Board of Directors consists of directors. The chairperson of the Board of Directors shall be elected from among the directors. The chairperson of the Board of Directors shall preside over the shareholders' meeting and the Board of Directors meeting. In case of his or her absence, a proxy shall be designated in accordance with Paragraph 3, Article 208 of the Company Act. The Board of Directors convenes the meeting once every quarter. The Board shall specify the reason for convening the meeting and shall inform all the Directors and Supervisors 7 days in advance. The Board may call for special sessions at any time where necessary. The Board may give notice of meeting in correspondence via fax or email. Directors may be excused from any Board session with appointment of another Director as the proxy to attend the meeting with the scope of authorization specified, Article 205 of the Company Act shall be followed.
Article 19 The remuneration to the Directors shall be commensurate with their respective levels of participation in the operation of and contribution to the company with reference to industry level subject to the finalization of the Board.
Chapter V Accounting
Article 20 At the end of each fiscal year, the Board shall compile the following ledgers and statements, and present them before the General Meeting session for ratification:
- Report on Operation.
- Financial Statement
- Proposal for distribution of earnings or allocation of earnings for covering losses carried forward.
Article 21 If the Company makes profits for the current year, the allocation of 5% to 10% should be resolved as employee remuneration (of which The amount of profit not less than 2% is distributed to grassroots employees labor). The remuneration may be distributed in the form of shares or cash by a resolution adopted by the Board of Directors. The eligible recipients of employee remuneration may include employees at the subsidiaries of the Company who meet certain conditions. The Board of Directors shall resolve on the allocation of no more than 3% as the remuneration for Directors. The distribution of employee remuneration and director remuneration shall be decided by special resolution of the board of directors and reported to the shareholders' meeting.
If the Company still records accumulated losses, the Company shall reserve a portion of its profit to make up for losses before allocating employee remuneration and director remuneration based on the percentages indicated in the preceding paragraph.
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If the Company posts a profit for the fiscal year, the Company shall first pay taxes in accordance with the law and make up for accumulated losses before setting aside 10% of the remaining earnings as legal reserve; however, no more earnings shall be set aside as legal reserve if the legal reserve amounts to the Company's total paid-up capital, and the remaining earnings shall be set aside as or reversed to special reserve in accordance with the law. If there are still earnings left thereafter, at least 50% of the remaining earnings shall be set aside as shareholder dividends according When the distribution of dividends to shareholders is made by issuing new shares, it shall be distributed after the resolution of the shareholders' meeting; when it is distributed in cash, the board of directors is authorized to make a resolution with more than two-thirds of the directors present and a majority of the directors present, and report to the shareholders' meeting. If the company has no profit to distribute in the year, or based on the company's financial business and operating factors, when the company has no accumulated losses, the portion of the statutory surplus reserve exceeding 25% of the paid-in capital and the capital reserve in accordance with the provisions of the Company Law shall be distributed in cash dividends in proportion to the shareholders. The board of directors may make a special resolution in accordance with Article 241 of the Company Law and Article 240 of the Company Law shall apply mutatis mutandis, and report to the shareholders' meeting. to the distribution plan proposed by the Board of Directors. Such distribution shall be carried out by a resolution adopted at the shareholders' meeting.
Article 22 Aero Win is still in its growth stage. Taking into account the growth features of the industry, sound financial structures and the rights and interests of investors, the dividend policy that the Company intends to adopt is "Balanced Dividend Policy." Dividends may be paid in both cash and shares in moderation. When the Company raises enough funds to meet the annual funds demand, at least 50% of the total annual dividends will be distributed as cash dividends.
Chapter VI Supplemental Provisions
Article 23 The internal organizational rules and regulations of the Company shall be separately stipulated by the Board of Directors.
Article 24 In regard to all matters not provided for in these Articles of Incorporation, the Company Act and other laws and regulations shall govern.
Article 25 The Articles of Incorporation of Aero Win was instituted on September 12, 1974, with amendment for the 1st instance on August 12, 1975, the 2nd amendment was incorporated on May 3, 1977, the 3rd amendment was incorporated on March 12, 1980, the 4th amendment was incorporated on April 6, 1980, the 5th amendment was incorporated on April 28, 1980, the 6th amendment was incorporated on February 5, 1982, the 7th amendment was incorporated on January 28, 1985, the 8th amendment was incorporated on June 14, 1991, the 9th amendment was incorporated on March 18, 1992, the 10th amendment was incorporated on January 2, 1993, the 11th amendment was incorporated on August 2, 1993, the 12th amendment was incorporated on January 5, 1994, the 13th amendment was incorporated on June 25, 1997, the 14th amendment was incorporated on September 8, 1997, the 15th
- 39 -
- 40 -
amendment was incorporated on June 25, 1998, the 16th amendment was incorporated on January 28, 2000, the 17th amendment was incorporated on August 24, 2000, the 18th amendment was incorporated on June 28, 2002, the 19th amendment was incorporated on June 22, 2007, the 20th amendment was incorporated on June 27, 2008, the 21st amendment was incorporated on June 26, 2009, the 22nd amendment was incorporated on June 24, 2010, the 23rd amendment was incorporated on June 24, 2011, the 24th amendment was incorporated on June 22, 2012, the 25th amendment was incorporated on June 24, 2014, the 26th amendment was incorporated on June 20, 2016, the 27th amendment was incorporated on June 27, 2018, the 28th amendment was incorporated on June 25, 2019, and the 29th amendment was incorporated on June 22, 2020, and the 30th amendment was incorporated on June 16, 2025.
【APPENDIX 2】
(2) Rules of Procedure for Shareholder Meetings
Aero Win Technology Corporation
Rules of Procedure for Shareholder Meetings
Article 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.
Article 2:
1. For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by this Corporation and stating the scope of the proxy's authorization.
2. A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting, and shall deliver the proxy form to this Corporation before five days before the date of the shareholders meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment.
3. After a proxy form has been delivered to this Corporation, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to this Corporation before two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
4. Shareholders or the appointed proxy (collectively "shareholders") shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. Solicitors soliciting proxy forms shall also bring identification documents for verification. This Corporation shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.
Article 3: Convening shareholders meetings and shareholders meeting notices
1. Unless otherwise provided by law or regulation, this Corporation's shareholders meetings shall be convened by the Board of Directors.
2. This Corporation shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors or supervisors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a special shareholders meeting.
3. This Corporation shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders meeting or before 15 days before the date of the special shareholders meeting.
4. In addition, 15 days before the date of the shareholders meeting, this Corporation shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and
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supplemental materials shall also be displayed at this Corporation and the professional shareholder services agent designated thereby.
- This Corporation shall specify in its shareholders meeting notices and public announcement the reasons for convening a shareholders meeting, the time during which attendance registrations for shareholders will be accepted, the place to register for attendance, and other matters for attention. With the consent of the addressee, the meeting notice may be given in electronic form.
The time during which shareholder attendance registrations will be accepted shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations.
- Election or dismissal of directors, amendments to the articles of incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 of the Company Act, Articles 26-1 and 43-6 of the Securities Exchange Act, shall be set out and the essential contents explained in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extraordinary motion
Where re-election of all directors and supervisors as well as their inauguration date is stated in the notice of the reasons for convening the shareholders meeting, after the completion of the re-election in said meeting such inauguration date may not be altered by any extraordinary motion or otherwise in the same meeting.
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A shareholder holding one percent or more of the total number of issued shares may submit to this Corporation 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. However, in the case when a shareholder proposes a recommendation for urging the corporation to promote public interests or fulfill its social responsibilities, the item will be included in the meeting agenda. When the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the Board of Directors may exclude it from the agenda.
-
Prior to the book closure date before a regular shareholders meeting is held, this Corporation shall publicly announce its acceptance of shareholder proposals in writing or electronically, 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.
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Prior to the date for issuance of notice of a shareholders meeting, this Corporation shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders meeting the Board of Directors shall explain the reasons for exclusion of any
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shareholder proposals not included in the agenda.
Article 4:
1. Attendance and voting at shareholders meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in, plus the number of shares whose voting rights are exercised by correspondence or electronically.
This Corporation shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors, pre-printed ballots shall also be furnished.
-
With respect to resolutions of shareholders meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.
-
When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of this Corporation, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.
-
The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.
-
With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed three percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.
-
A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.
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When this Corporation holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that this Corporation avoid the submission of extraordinary motions and amendments to original proposals.
A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to this Corporation before two days before the date of the shareholders meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.
-
After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders meeting in person or online, a written declaration of intent to retract the voting rights already exercised under the preceding
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43 -
paragraph shall be made known to this Corporation, by the same means by which the voting rights were exercised, before two business days before the date of the shareholders meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders meeting, the voting rights exercised by the proxy in the meeting shall prevail.
-
At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.
-
When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
Article 5: The venue for a shareholders meeting shall be the premises of the headquarters, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the Independent Directors with respect to the place and time of the meeting.
Article 6: If a shareholders meeting is convened by the Board of Directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, one of the directors shall be appointed to act as chair. Where the chairperson does not make such a designation, the directors shall select from among themselves one person to serve as chair.
When a director serves as chair, as referred to in the preceding paragraph, the director shall be one who has held that position for six months or more and who understands the financial and business conditions of the company. The same shall be true for a representative of a juristic person director that serves as chair.
It is advisable that shareholders meetings convened by the Board of Directors be chaired by the chairperson of the board in person and attended by a majority of the directors, at least one Independent Director, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes.
Article 7: 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.
Article 8: This Corporation may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders meeting in a non-voting capacity.
Article 9: This Corporation, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures. The recorded materials shall be retained for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion
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of the litigation.
Article 10 : The chair shall call the meeting to order at the appointed meeting time and disclose information concerning the number of nonvoting shares and number of shares represented by shareholders attending the meeting.
However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned.
If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within one month. When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Company Act.
Article 11 : 1. If a shareholders meeting is convened by the Board of Directors, the meeting agenda shall be set by the Board of Directors. Votes shall be cast on each separate proposal in the agenda (including extraordinary motions and amendments to the original proposals set out in the agenda). The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting.
-
The provisions of the preceding paragraph apply mutatis mutandis to a shareholders meeting convened by a party with the power to convene that is not the Board of Directors.
-
The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the Board of Directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.
Article 12 : 1. Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.
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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.
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When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.
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When a shareholder violates the rules of procedure and defies the chair's correction,
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obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.
Article 13: Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.
Article 14: When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting. When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak on the same proposal.
Article 15: When an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
Article 16: The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote, and schedule sufficient time for voting.
Article 17: 1. The election of directors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by this Corporation, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes with which they were elected, and the names of directors and supervisors not elected and number of votes they received. A record shall be made of the vote.
- The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation
Article 18: Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes in accordance with Article 183 of the Company Act. The meeting minutes shall accurately record a summary of the voting results (including the number of voting rights), and disclose the number of voting rights won by each candidate in the event of an election of directors.
Article 19: 1. On the day of a shareholders meeting, this Corporation shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation, the number of shares represented by proxies, and shall make an express disclosure of the same at the place of the shareholders meeting.
- If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation (or Taipei Exchange Market) regulations, this Corporation shall upload the content of such resolution to the MOPS within the prescribed time period.
Article 20: Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of this Corporation. Vote
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counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.
Article 21: When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.
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If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue
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A resolution may be adopted at a shareholders meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act.
Article 22: Except as otherwise provided in the Company Act and in this Corporation's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders.
Article 23: The chair may direct the proctors (or security personnel) to help maintain order at the meeting place. When proctors (or security personnel) help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."
Article 24: These Rules shall take effect after having been submitted to and approved by a shareholders meeting. Subsequent amendments thereto shall be effected in the same manner.
Article 25: The rules of procedures for this Corporation's shareholders meetings were instituted on January 28, 2000 with amendment on June 27, 2006, on June 24, 2011, on June 22, 2012, on June 28, 2013, on June 27, 2018, on June 22, 2020, and on August 23, 2021.
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【APPENDIX 3】
(3) Rules Governing the Election of Directors
Aero Win Technology Corporation
Rules Governing the Election of Directors
Article 1: For the fair, just and open election of directors, these measures are formulated in accordance with Articles 21 and 41 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. Except as otherwise provided by law, regulation, or the articles of incorporation, the election of Directors shall be governed by the Rules.
Article 2: The cumulative voting method shall be used for election of Lite-On Technology Corporation's directors. 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. Shareholder numbers or attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.
The overall composition of the Board of Directors shall be taken into consideration in the selection of the Company's directors. The composition of the Board of Directors shall be determined by taking diversity into consideration and formulating an appropriate policy on diversity based on Lite-On Technology Corporation's business operations, operating dynamics, and development needs. It is advisable that the policy include, without being limited to, the following two general standards:
A. Basic requirements and values: Gender, age, nationality, and culture.
B. Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing, or technology), professional skills, and industry experience.
Each board member shall have the necessary knowledge, skill, and experience to perform his/her duties. The abilities that must be present in the board as a whole are as follows:
A. Ability to make sound business judgments.
B. Ability to perform accounting and financial analysis.
C. Ability to manage a business.
D. Ability to handle crisis management.
E. Knowledge of the industry.
F. An international market perspective.
G. Leadership ability.
H. Decision-making ability.
A spousal relationship or a familial relationship within the second degree of kinship may not exist among more than half of the directors on the board.
Article 3: The qualifications for the Independent Directors of the company shall comply with Articles 2, 3, and 4 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies. The election of Independent Directors of the company shall comply with Articles 5,6, 7, 8, and 9 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies, and shall be conducted in accordance with Article 24 of the Corporate Governance Best Practice Principles for
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TWSE/GTSM Listed Companies.
Article 4: The election of directors of Aero Win Technology Corporation is subject to the provisions of Article 192-1 of the Company Act in that a candidate nomination system shall be adopted. When the number of directors falls below five due to the dismissal of a director for any reason, this Corporation shall hold a by-election to fill the vacancy at its next shareholders meeting. When the number of directors falls short by one third of the total number prescribed in this Corporation's articles of incorporation, this Corporation shall call a special shareholders meeting within 60 days from the date of occurrence to hold a by-election to fill the vacancies. Where the number of Independent Directors falls below the minimum specified in the proviso under Article 14-2, Paragraph 1 of the Securities and Exchange Act, a by-election shall be held at the next shareholders' meeting. In the event that all the Independent Directors have been discharged, an extraordinary shareholders' meeting shall be convened to hold a by-election within sixty days from the date of such occurrence.
Article 5: The cumulative voting method shall be used for election of Lite-On Technology Corporation's directors. 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. The voting rights of Independent Directors and non-Independent Directors shall be counted separately according to the number of directors stipulated in the Articles of Incorporation of the Company, and those who have more voting rights shall be elected in turn.
Article 6: When an election begins, the chair of the shareholders' meeting shall assign several ballot monitors and counting personnel, the monitor should be of shareholder status to perform respective tasks. The ballot boxes shall be prepared by the Board of Directors and publicly checked by the vote monitoring personnel before voting commences.
Article 7: Independent and non Independent Directors shall be elected at the same time, but the numbers of independent or non Independent Directors to be elected shall be calculated separately. A candidate to whom the ballots cast represent a prevailing number of votes shall be deemed an independent or non independent director elect. 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 8: 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 9: A ballot is invalid under any of the following circumstances:
A. The ballot was not prepared by the Company.
B. A blank ballot is placed in the ballot box.
C. The writing is unclear and indecipherable or has been altered.
D. The name of the candidate whose name is entered in the ballot does not conform to the director candidate list.
E. Other words or marks are entered in addition to the number of voting rights allotted.
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Article 10: Voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation, including the list of persons elected as directors and the numbers of votes with which they were elected, shall be announced by the chair or its designee on the site.
The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitors and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
Article 11: Matters not provided herein shall be subject to the articles of incorporation of Aero Win Technology Corporation and the provisions of the Company Act and other applicable laws and regulations.
Article 12: These Rules shall come into effect upon approval of the shareholders’ meeting. The same applies to all subsequent amendments.
Article 13: The rules were established on January 28, 2000, with amendment on June 27, 2006, on June 24, 2011, on June 27, 2018, on June 22, 2020, and on August 23, 2021.
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【APPENDIX 4】
(4) Sustainable Development Best Practice Principles (Revised)
Aero Win Technology Corporation
Sustainable Development Best Practice Principles
Chapter 1 General Principles
Article 1
To fulfill our corporate social responsibility initiatives and to promote economic, environmental, and social advancement for purposes of sustainable development, the Company established “Sustainable Development Best Practice Principles” in accordance with the regulations jointly adopted by the Taiwan Stock Exchange Corporation ("TWSE") and Taipei Exchange ("TPEx").
Article 2
The Principles apply to the entire operations of the Company and its business Group. The Company shall actively fulfill sustainable development in the course of our business operations so as to follow international development trends and to contribute to the economic development of the country, to improve the quality of life of employees, the community and society by acting as responsible corporate citizens, and to enhance competitive edges built on sustainable development.
Article 3
In promoting sustainable development initiatives, the Company shall, in its corporate management guidelines and business operations, give due consideration to the rights and interests of stakeholders and, while pursuing sustainable operations and profits, also give due consideration to the environment, society and corporate governance.
Article 4
To implement sustainable development initiatives, the Company is advised to follow the principles below:
- Exercise corporate governance.
- Foster a sustainable environment.
- Preserve public welfare.
- Enhance disclosure of corporate sustainable development information.
Article 5
The Company shall take into consideration the correlation between the development of domestic and international sustainable development issues and corporate core business operations, and the effect of the operation of individual companies and of their respective
business groups as a whole on stakeholders, in establishing their policies, systems or relevant management guidelines, and concrete promotion plans for sustainable development programs, which shall be approved by the Board of Directors and then reported to the shareholders meeting.
When a shareholder proposes a motion involving sustainable development, the company's board of directors is advised to review and consider including it in the shareholders meeting agenda.
Chapter 2 Exercising Corporate Governance
Article 6
The Company is advised to follow the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies, the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies, and the Code of Ethical Conduct for TWSE/TPEx Listed Companies to establish effective corporate governance frameworks and relevant ethical standards so as to enhance corporate governance.
Article 7
The directors of the Company shall exercise the due care of good administrators to urge the company to perform its sustainable development initiatives, examine the results of the implementation thereof from time to time and continually make adjustments so as to ensure the thorough implementation of its sustainable development policies.
The Board of Directors of the Company is advised to give full consideration to the interests of stakeholders, including the following matters, in the company's furtherance of its sustainable development objectives:
- Identifying the company's sustainable development mission or vision, and declaring its sustainable development policy, systems or relevant management guidelines;
- Making sustainable development the guiding principle of the company's operations and development, and ratifying concrete promotional plans for sustainable development initiatives; and
- Enhancing the timeliness and accuracy of the disclosure of sustainable development information.
The Board of Directors shall appoint executive-level positions with responsibility for economic, environmental, and social issues resulting from the business operations of Our company, and to report the status of the handling to the Board of Directors. The handling procedures and the responsible person for each relevant issue shall be concrete and clear.
Article 8
The Company is advised to, on a regular basis, organize education and training on the promotion of sustainable development initiatives, including promotion of the
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matters prescribed in paragraph 2 of the preceding article.
Article 9
For the purpose of managing sustainable development initiatives, the Company is advised to create a governance structure for promotion of sustainable development, and establish an exclusively (or concurrently) dedicated unit to be in charge of proposing and enforcing the sustainable development policies, systems, or relevant management guidelines, and concrete promotional plans and to report on the same to the Board of Directors on a periodic basis.
The Company is advised to adopt reasonable remuneration policies, to ensure that remuneration arrangements support the strategic aims of the organization, and align with the interests of stakeholders.
It is advised that the employee performance evaluation system be combined with sustainable development policies, and that a clear and effective incentive and discipline system be established.
Article 10
The Company shall, based on respect for the rights and interests of stakeholders, identify stakeholders of the company, and establish a designated section for stakeholders on the company website; understand the reasonable expectations and demands of stakeholders through proper communication with them, and adequately respond to the important sustainable development issues which they are concerned about.
Chapter 3 Fostering a Sustainable Environment
Article 11
The Company shall follow relevant environmental laws, regulations and international standards to properly protect the environment and shall endeavor to promote a sustainable environment when engaging in business operations and internal management.
Article 12
The Company is advised to endeavor to utilize energy more efficiently and use renewable materials which have a low impact on the environment to improve sustainability of natural resources.
Article 13
The Company is advised to establish proper environment management systems based on the characteristics of their industries. Such systems shall include the following tasks:
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Collecting sufficient and up-to-date information to evaluate the impact of the company's
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business operations on the natural environment.
- Establishing measurable goals for environmental sustainability, and examining whether the development of such goals should be maintained and whether it is still relevant on a regular basis.
- Adopting enforcement measures such as concrete plans or action plans, and examining the results of their operation on a regular basis.
Article 14
The Company is advised to establish a dedicated unit or assign dedicated personnel for drafting, promoting, and maintaining relevant environment management systems and concrete action plans, and should hold environment education courses for their managerial officers and other employees on a periodic basis.
Article 15
The Company is advised to take into account the effect of business operations on ecological efficiency, promote and advocate the concept of sustainable consumption, and conduct research and development, procurement, production, operations, and services in accordance with the following principles to reduce the impact on the natural environment, living organisms, and human beings from their business operations:
- Reduce resource and energy consumption of their products and services.
- Reduce emission of pollutants, toxins and waste, and dispose of waste properly.
- Improve recyclability and reusability of raw materials or products.
- Maximize the sustainability of renewable resources.
- Enhance the durability of products.
- Improve efficiency of products and services.
- Enhance the conservation of marine and terrestrial biodiversity and ecosystems, promote the sustainable use of resources, and ensure fair and equitable benefits.
Article 16
To improve water use efficiency, the Company shall properly and sustainably use water resources and establish relevant management measures. The Company shall construct and improve environmental protection treatment facilities to avoid polluting water, air and land, and use their best efforts to reduce adverse impact on human health and the environment by adopting the best practical pollution prevention and control measures.
Article 17
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The Company is advised to assess the current and future potential risks and opportunities that climate change may present to enterprises and to adopt related measures.
The Company is advised to adopt standards or guidelines generally used in Taiwan and abroad to enforce corporate greenhouse gas inventory and to make disclosures thereof, the scope of which shall include the following:
- Direct greenhouse gas emissions: emissions from operations that are owned or controlled by the company.
- Indirect greenhouse gas emissions: emissions resulting from the utilization of energy such as imported electricity, heating, or steam.
- Other indirect emissions: emissions resulting from corporate activities that are not indirect emissions from energy, but are from other sources of emissions owned or controlled by the company.
The Company should pay attention to the impact of climate change on its operations. We should assess the greenhouse gas emissions and develop energy-saving, carbon reduction, and greenhouse gas reduction strategies based on the operational status and the results of the greenhouse gas inventory. Acquiring carbon credits should be incorporated into the Company's carbon reduction strategy planning and used to promote initiatives aimed at reducing the impact of our operational activities on climate change.
Chapter 4 Preserving Public Welfare
Article 18
The Company shall comply with relevant laws and regulations, and the International Bill of Human Rights, with respect to rights such as gender equality, the right to work, and prohibition of discrimination.
The Company, to fulfill its responsibility to protect human rights, shall adopt relevant management policies and processes, including:
- Presenting a corporate policy or statement on human rights.
- Evaluating the impact of the company's business operations and internal management on human rights, and adopting corresponding handing processes.
- Reviewing on a regular basis the effectiveness of the corporate policy or statement on human rights.
- In the event of any infringement of human rights, the company shall disclose the processes for handling of the matter with respect to the stakeholders involved.
The Company shall comply with the internationally recognized human rights of labor, including the freedom of association, the right of collective bargaining, caring for vulnerable groups, prohibiting the use of child labor, eliminating all forms of forced labor, eliminating recruitment and employment discrimination, and shall ensure that their human resource policies do not contain differential treatments based on gender, race,
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socioeconomic status, age, or marital and family status, so as to achieve equality and fairness in employment, hiring conditions, remuneration, benefits, training, evaluation, and promotion opportunities.
The Company shall provide an effective and appropriate grievance mechanism with respect to matters adversely impacting the rights and interests of the labor force, in order to ensure equality and transparency of the grievance process. Channels through which a grievance may be raised shall be clear, convenient, and unobstructed. A company shall respond to any employee's grievance in an appropriate manner.
Article 19
The Company shall provide information for their employees so that the employees have knowledge of the labor laws and the rights they enjoy in the countries where the companies have business operations.
Article 20
The Company is advised to provide safe and healthful work environments for their employees, including necessary health and first-aid facilities and shall endeavor to curb dangers to employees' safety and health and to prevent occupational accidents.
The Company is advised to organize training on safety and health for their employees on a regular basis.
Article 21
The Company is advised to create an environment conducive to the development of their employees' careers and establish effective training programs to foster career skills. It is advisable for The Company to establish placement programs to cultivate future industry talents
The Company shall establish and implement reasonable employee welfare measures (including remuneration, leave and other welfare etc.) and appropriately reflect the business performance or achievements in the employee remuneration, to ensure the recruitment, retention, and motivation of human resources, and achieve the objective of sustainable operations.
Article 22
The Company shall establish a platform to facilitate regular two-way communication between the management and the employees for the employees to obtain relevant information on and express their opinions on the company's operations, management and decisions.
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The Company shall respect the employee representatives' rights to bargain for the working conditions, and shall provide the employees with necessary information and hardware equipment, in order to improve the negotiation and cooperation among employers, employees and employee representatives.
The Company shall, by reasonable means, inform employees of operation changes that might have material impacts.
Article 22-1
The Company is advised to treat customers or consumers of its products or services in a fair and reasonable manner, including according to the following principles:
- Contract agreements should be based on reciprocity and fair integrity.
- Accept customer appointments and fulfill obligations with due care and loyalty.
- Avoid exaggerated or false advertising solicitations.
- Ensure that the products or services provided are suitable for customers or consumers.
- Clearly communicate important information and disclose risks regarding the provided products or services.
- The commission system for sales personnel should be balanced, taking into consideration both the interests of customers or consumers and the achievement of performance goals.
- Ensure smooth channels for customer or consumer complaints and provide prompt and effective responses.
- Business personnel engaged in specialized roles should possess professional qualifications or obtain professional certifications.
Article 23
The Company shall take responsibility for their products and services, and take marketing ethics seriously. In the process of research and development, procurement, production, operations, and services, the company shall ensure the transparency and safety of their products and services. They further shall establish and disclose policies on consumer rights and interests, and enforce them in the course of business operations, in order to prevent the products or services from adversely impacting the rights, interests, health, or safety of consumers.
Article 24
The Company shall ensure the quality of their products and services by following the laws and regulations of the government and relevant standards of their industries.
The Company shall follow relevant laws, regulations and international guidelines in regard to marketing and labeling of, their products and services and shall not deceive, mislead,
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commit fraud or engage in any other acts which would betray consumers' trust or damage consumers' rights or interests.
Article 25
The Company is advised to evaluate and manage all types of risks that could cause interruptions in operations, so as to reduce the impact on consumers and society.
The Company is advised to provide a clear and effective procedure for accepting consumer complaints to fairly and timely handle consumer complaints. It shall comply with laws and regulations related to the Personal Information Protection Act for respecting consumers' rights of privacy and shall protect personal data provided by consumers.
Article 26
The Company is advised to assess the impact their procurement has on society as well as the environment of the community that they are procuring from, and shall cooperate with their suppliers to jointly implement the corporate social responsibility initiative.
Prior to engaging in commercial dealings, the Company is advised to assess whether there is any record of a supplier's impact on the environment and society, and avoid conducting transactions with those against corporate social responsibility policy.
The Company enter into a contract with any of our major suppliers, the content should include terms stipulating mutual compliance with corporate social responsibility policy, and that the contract may be terminated or rescinded any time if the supplier has violated such policy and has caused significant negative impact on the environment and society of the community of the supply source.
Article 27
The Company shall evaluate the impact of their business operations on the community, and adequately employ personnel from the location of the business operations, to enhance community acceptance.
The Company is advised to, through equity investment, commercial activities, endowments, volunteering service or other charitable professional services etc., dedicate resources to organizations that commercially resolve social or environmental issues, participate in events held by citizen organizations, charities and local government agencies relating to community development and community education to promote community development.
Article 27-1
The company should continue to pour resources into cultural and artistic activities or
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cultural and creative industries through donation, sponsorship, investment, procurement, strategic cooperation, corporate voluntary technical services or other support modes to promote cultural development.
Chapter 5 Enhancing Disclosure of Sustainable Development Information
Article 28
The Company shall disclose information according to relevant laws, regulations and the Corporate Governance Best Practice Principles for TWSE/TPEx listed Companies and shall fully disclose relevant and reliable information relating to their sustainable development initiatives to improve information transparency.
Relevant information relating to sustainable development which the Company shall disclose includes:
- The policy, systems or relevant management guidelines, and concrete promotion plans for sustainable development initiatives, as resolved by the Board of Directors.
- The risks and the impact on the corporate operations and financial condition arising from exercising corporate governance, fostering a sustainable environment and preserving social public welfare.
- Goals and measures for promoting the sustainable development initiatives established by the companies, and performance in implementation.
- Major stakeholders and their concerns.
- Disclosure of information on major suppliers' management and performance with respect to major environmental and social issues.
- Other information relating to sustainable development initiatives.
Article 29
The Company shall adopt internationally recognized standards or guidelines when producing sustainability reports, to disclose the status of their implementation of the sustainable development policy. It also is advisable to obtain a third-party assurance or verification for reports to enhance the reliability of the information in the reports. The reports are advised to include:
- The policy, system, or relevant management guidelines and concrete promotion plans for implementing sustainable development initiatives.
- Major stakeholders and their concerns.
- Results and a review of the exercising of corporate governance, fostering of a sustainable environment, preservation of public welfare and promotion of economic development.
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Future improvements and goals
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Chapter 6 Supplementary Provisions
Article 30
The Company shall at all times monitor the development of domestic and foreign sustainable development standards and the change of business environment so as to examine and improve their established sustainable development framework and to obtain better results from the promotion of the sustainable development policy.
Article 31
These Principles shall be adopted by the approval of meeting of the Board of Directors, and the same to the amendments or abolished.
The Principles was instituted on May 4, 2016, with amendment for the 1st instance on November 1, 2016, the 2nd amendment was incorporated on May 9, 2022, and the 3rd amendment was incorporated on February 17, 2023. and the 4rd amendment was incorporated on January 12, 2026.
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【APPENDIX 5】
(5) Procedures for Acquisition or Disposal of Assets (before amendment)
Article 1 Purpose
In order to protect assets and implement information disclosure, the Company's acquisition or disposal of assets shall be handled in accordance with this handling procedure. However, where laws and regulations provide otherwise, such provisions shall prevail.
Article 2: Legal basis
These procedures are formulated in accordance with Article 36-1 of the Securities and Exchange Act and the "Regulations Governing the Acquisition and Disposal of Assets by Public Companies" of the Financial Supervisory Commission, Executive Yuan.
Article 3: Scope of assets
- Marketable securities: including stocks, government bonds, corporate bonds, financial bonds, commendable securities of funds, depositary receipts, call (put) warrants, beneficiary securities and asset-based securities.
- Real estate (including land, houses and buildings, investment real estate, inventory of the construction industry) and equipment.
- Membership card.
- Intangible assets: Including intangible assets such as patent rights, copyrights, trademark rights and franchise rights.
- Right-of-use assets.
- Creditor’s rights of financial institutions (including receivables, discounts and loans purchased, and overdue receivables).
- Derivative products.
- Assets acquired or disposed of in accordance with legal mergers, divisions, acquisitions or share transfers.
- Other important assets.
Article 4: Definitions
- Derivative instrument: A financial instrument is defined as any change in interest rates, prices of financial Exchange rate, price index, credit rating or credit index, or other variables or others. Foreign exchange forward contracts, option contracts, futures contracts, leverage guarantees, etc. CSF, exchange agreement, combination of the above contracts, or the group of embedded derivatives Contracts or structured products, etc. Forward contracts, excluding insurance contracts, exercise Contracts, after-sales service contracts, long-term lease contracts and long-term purchase (sales) contracts.
- Assets acquired or disposed of in accordance with legal merger, division, acquisition or share transfer:
Business Mergers and Acquisitions Act, Financial Holding Company Act, Financial Institution Mergers Act or other laws. Assets acquired or disposed of due to merger, division or acquisition, or issuance of new shares to acquire shares of other companies in accordance with Article 156-3 of the Company Act (hereinafter referred to as "share transfer").
- Related parties and subsidiaries: shall be determined in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
- Professional valuers: real estate appraisers or other persons permitted by law to engage in the valuation of real estate and equipment. Those who engage in pricing business.
- Date of event: The date of contract signing, date of payment, date of consignment trade, date of transfer, date of board resolution, or other date that can confirm the counterparty and monetary amount of the transaction, whichever date is earlier. However, for an investor subject to the approval of the competent authority, the date above or the date of approval by the competent
authority shall prevail.
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Investments in mainland China: refer to investments in mainland China conducted by the Investment Commission of the Ministry of Economic Affairs in accordance with the Regulations Governing Permission for Investment or Technical Cooperation in mainland China.
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The term “within one year” referred to herein is based on the date on which the acquisition or disposal of assets take place and is calculated retrospectively for the previous year, and the announced part is no longer included.
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“Latest Financial Statements” refer to the financial statements that have been audited or reviewed by CPAs before the acquisition or disposal of assets by the Company in accordance with the law.
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Specialised in investment: established in accordance with the law and subject to the management of local financial authorities holding companies, banks, insurance companies, bills finance companies, trust companies, and operations Securities dealer engaged in proprietary trading or underwriting business, futures dealer engaged in proprietary trading business, securities investment trust securities investment consulting enterprises and fund management companies.
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Stock Exchange: a domestic stock exchange means the Taiwan Stock Exchange Corporation; a foreign stock exchange which is an organised securities administered by the securities regulatory authority of that country Trading market.
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Business premises of securities firms: The business premises of domestic securities firms refer to the Regulations Governing Securities Sales stipulates that securities firms should have dedicated counters for trading; Foreign certificates Business premises of a securities firm refers to the business premises managed by the competent authority of foreign securities and may engage in securities business.
Article 5: Quota on investment in real estate and securities not for business use
The limits of the above assets acquired by the Company and its subsidiaries individually are as follows:
(1) The total amount of real estate not for business use shall not exceed 50% of the net value.
(2) The total amount of long-term and short-term securities invested shall not be higher than the net value.
(3) The amount of investment in individual marketable securities shall not exceed 50% of the net value.
Article 6: The appraisal report obtained by the Company or the opinions of the accountants, lawyers or securities underwriters, the professional appraisers and their appraisers, accountants, lawyers or securities underwriters shall meet the following requirements:
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The Company Law, the Banking Law, the Insurance Law, the Financial Holding Company Law, the Banking Law, the Insurance Law, the Business accounting, or the risk of fraud, breach of trust, embezzlement, forgery of documents, or criminal acts in business. Those who have been sentenced to imprisonment for more than one year. However, after the execution, the probation has expired or has been waived Those who have reached three years are excluded.
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The transaction party shall not be a related party or a substantial related party.
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If the Company should obtain appraisal reports from more than two professional appraisers, different professional appraisers or The appraiser shall not be a related party or a substantial related party.
When issuing an appraisal report or opinion, the personnel in the preceding paragraph shall follow the self-disciplinary regulations of their respective industry associations. and the following:
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Prior to undertaking a case, the Company shall carefully evaluate its professional ability, practical experience and independence.
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When executing a case, appropriate operational procedures should be properly planned and executed to form a conclusion and serve as a basis for future reference. Issuance of reports or opinions; Furthermore, the implementation procedures, data and conclusions collected will be disclosed in
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detail. Work draught for cases.
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For the source, parameters and information used, it should be assessed individually for its appropriateness and consistency. It is used as the basis for issuing appraisal reports or opinions.
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The statement shall include the expertise and independence of the relevant personnel. Information is appropriate and reasonable and in compliance with relevant laws and regulations.
Article 7: Procedures for Acquisition or Disposal of Real Estate, Equipment or Right-of-use Assets
- Evaluation and Operating Procedures
The acquisition or disposal of property, equipment, or right-of-use assets by the Company shall be handled in accordance with the Company's internal control system property, plant, and equipment cycle procedures.
- Terms and conditions of the transaction and the procedures for determining the authorised limit
(1) When acquiring or disposing of real estate or its right-of-use assets, the current value of the announcement, the appraised value, the actual transaction price of the adjacent real estate, etc. should be referred to, and the transaction conditions and transaction prices should be determined as an analysis report. At the same time, the transaction conditions and transaction prices should be submitted to the chairman of the board for approval before implementation, and should be reported in the most recent board meeting after the event; Those who meet the reporting standards required by this procedure shall be submitted to the Board of Directors for approval.
(2) The acquisition or disposal of equipment or its right-of-use assets shall be based on one of the methods of inquiry, price comparison, negotiation or bidding, and if the amount is less than NT $1,000 (inclusive), it shall be approved step by step according to the approval authority; Those exceeding NT $1,000 shall be submitted to the Board of Directors for approval.
- Implementation unit
When the Company acquires or disposes of real estate, equipment or its right-of-use assets, it shall submit for approval according to the approval authority in the preceding paragraph, and the user department or administrative department shall be responsible for execution.
- VALUATION REPORT ON PROPERTY, EQUIPMENT OR RIGHT-OF-USE ASSETS
Except for transactions with domestic government agencies, commissioned construction or lease of land, or acquisition or disposal of equipment for business use or its right-of-use assets, where the transaction amount is more than 20% of the Company's paid-in capital or NT $300,000,000, the Company shall first obtain a valuation report issued by a professional valuer before the date of the occurrence of the fact and meet the following requirements:
(1) For special reasons where price limits, specific prices or special prices are required as a reference for the transaction price, the transaction shall first be submitted to the board of directors for resolution, and the same applies to subsequent changes in transaction conditions.
(2) If the transaction amount is more than NT $1,000,000,000, please use more than two professional appraisers for the valuation.
(3) Except for the appraisal results of the acquired assets are higher than the transaction amount, or the appraisal results of the disposed assets are lower than the transaction amount, the CPA shall be asked to express their opinions on the reasons for the differences and the fairness of the transaction price:
(3-1). The difference between the valuation results and the transaction amount is more than 20% of the transaction amount.
(3-2). The valuation result gap of more than 2.2 professional appraisers reached more than 10% of the transaction amount.
(4) The date of the report issued by a professional appraiser and the date of contract establishment shall not exceed 3 months. However, if it is applicable to announce the
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present value in the same period and does not exceed six months, the original professional appraiser may issue an opinion.
(5) Where the Company acquires or disposes of assets through court auction procedures, the appraisal report or accountant’s opinion may be replaced with the supporting documents issued by the court.
Article 8: Procedures for Acquisition or Disposal of Securities Investment
- Evaluation and Operating Procedures
The purchase and sale of the Company's long-term and short-term securities are handled in accordance with the investment cycle operations in the Company's internal control system.
- Terms and conditions of the transaction and the procedures for determining the authorised limit
(1) The trading of securities in the centralised trading market or the business premises of a securities firm shall be determined by the responsible unit based on market conditions. According to the approval authority, it shall be reported to the most recent board of directors after being approved by the chairman. At the same time, an analysis report on the unrealized benefits or losses of long-and short-term securities shall be provided; If the amount reaches the reporting standard required by this procedure, it must be submitted to the board of directors for approval.
(2) For the purchase and sale of securities not conducted in the centralised trading market or the business premises of a securities firm, the latest financial statements of the target company audited and certified or reviewed by an accountant shall be first used as a reference for evaluating the transaction price, taking into account the net value per share, profitability and future development potential of the target company, etc., the amount of which is less than NT $100,000,000 (inclusive) shall be approved by the chairman of the board of directors and reported in the latest board of directors meeting afterwards, and shall submit an analysis report on the unrealized benefits or losses of long-and short-term securities; If the amount exceeds NT $100,000,000, it must be submitted to the board of directors for approval.
- Implementation unit
When investing in long-term and short-term securities of the Company, the financial department shall be responsible for the execution after the approval authority in the preceding paragraph is approved.
- OBTAINING EXPERT’S OPINION
(1) The Company shall, before the date of the occurrence of the fact, first obtain the financial statements of the target company that have been audited or reviewed by an accountant as a reference for the evaluation of the transaction price, and the transaction amount reaches 20% of the company's paid-in capital or NT $300,000,000 or more, shall consult the accountant to express an opinion on the reasonableness of the transaction price before the date of the occurrence of the fact. However, this restriction does not apply to the public quotation of the securities in an active market or other regulations issued by the Financial Supervisory Commission.
(2) If the Company acquires or disposes of assets through court auction procedures, the appraisal report or accountant’s opinion may be replaced with the supporting documents issued by the court.
Article 9: Procedures for related party transactions
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The Company and its related parties shall acquire or dispose of assets in accordance with Articles 7, 8, and 10. In addition to stipulating the relevant resolution procedures and assessing the rationality of transaction conditions, the transaction amount is If it exceeds 10% of the Company's total assets, it shall also comply with Articles 7, 8, and 10. Set up a valuation report
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or accountant's opinion issued by a professional valuer. In addition, for determining whether a transaction should When the counterparty is a related party, in addition to paying attention to its legal form, it should consider the substantive relationship.
2. Evaluation and Operating Procedures
The Company’s acquisition or disposal of real estate or its right-of-use assets from related parties, or Acquisition or disposal of assets other than real estate or its right-of-use assets with transaction amount reaching the Company More than 20% of the paid-in capital, 10% of total assets, or NT $300,000,000 In addition to the purchase and sale of domestic government bonds, bonds with repurchase agreements and resell agreements, purchase or redemption of domestic currency In addition to market funds, the following information should be first passed by 2-1 of all members of the Audit Committee. If it is not agreed by all members of the Audit Committee, the proposal shall be submitted to the Board of Directors for resolution. If the directors agree, it may be agreed by more than two-thirds of all the directors. Only after the resolutions of the Audit Committee are set out, can the contract be signed and the payment be made:
- The purpose, necessity and expected benefits of acquiring or disposing of assets.
- Reasons for selecting related parties as transaction counterparties.
- Acquisition of real estate or its right-of-use assets from related parties, and evaluation of relevant information on the reasonableness of pre-determined transaction conditions in accordance with the provisions of paragraphs (1) and (4) of this Article.
- The original acquisition date and price of the related party, the transaction object and its relationship with the company and the related party, etc.
- The cash income and expenditure forecast for each month of the coming year starting from the contract month is expected, and the necessity of the transaction and the reasonableness of the use of funds are evaluated.
- The professional appraisal report obtained in accordance with the provisions of Article 1, or the opinions of the accountants.
- Restrictions and other important terms of the Transaction.
The transactions conducted between the company and its parent company or subsidiaries, which directly or indirectly hold 100% of the issued shares or total capital of the subsidiaries, may be handled in accordance with the approval procedures authorized under Article 7, Paragraph 1, Subparagraph 2, Item2 are as follows:
- Acquisition or disposal of equipment or right-of-use assets for business use.
- Acquisition or disposal of right-of-use assets of real estate for business use.
Where the Company or a subsidiary of a domestic non-public company has the first transaction, and the transaction amount is more than 10% of the total assets of the public company, the Company shall submit the information of each item listed in the first paragraph to the shareholders' meeting for approval before signing the transaction contract and making the payment. The same does not apply, however, in transactions between the Company and its parent company, subsidiaries, or between the Company’s subsidiaries.
3. Assessment of the reasonableness of transaction costs
- When the Company acquires real estate or its right-of-use assets from a related party, it shall assess the reasonableness of the transaction costs according to the following methods:
1-1). The transaction price of the related party plus the necessary capital interest and the cost to be borne by the purchaser in accordance with the law. The deemed necessary capital interest cost shall be calculated based on the weighted average interest rate of the loans in the year in which the company purchases the asset, but it shall not be higher than the maximum borrowing rate of the non-financial industry announced by the
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Ministry of Finance.
(1-2). If the related party used the subject matter to set up a mortgage loan with the financial institution, the financial institution shall evaluate the total value of the loan of the subject matter, but the accumulated value of the actual loan of the financial institution to the subject matter shall reach more than seven percent of the total value of the loan evaluation and the loan period has exceeded one year. However, if the financial institution and the transaction are related parties, it is not applicable.
(2) If the land and buildings of the same target are purchased or leased in a merger, the transaction costs of the land and buildings may be evaluated separately in accordance with any method listed in the preceding paragraph.
(3) The Company acquires real estate or its right-of-use assets from related parties, and assesses the cost of real estate or its right-of-use assets in accordance with the provisions of paragraphs (1) and (2) of the third paragraph of this Article, and should consult the accountant to review and express a specific opinion.
(4) When the Company acquires real estate or its right-of-use assets from related parties, the evaluation results in accordance with paragraphs (1) and (2) of the third paragraph of this Article are lower than the transaction price, it shall be handled in accordance with the provisions of paragraph (5) of the third paragraph of this Article. However, this restriction does not apply in cases where objective evidence is provided and specific reasonableness is obtained from professional real estate appraisers and CPAs:
(4-1). The related party is a party who obtains the vacant land or rent the land for re-construction, and is able to prove that it meets one of the following conditions:
(4-1-1) Land is appraised according to the method stipulated in the preceding article, and the total amount is over the actual transaction price. The said reasonable construction profit shall be based on the average operating gross profit margin of the construction department of the related party in the last three years or the latest construction gross profit margin announced by the Ministry of Finance, whichever is lower.
(4-1-2) The other floors of the same premises or other non-related party transactions in the neighbouring areas within one year have similar areas, and the transaction conditions are equivalent to the reasonable floor or area price difference assessment according to the real estate purchase and sale or lease practises.
(4-2). The Company presents the real estate purchased or leased from related parties for obtaining the real estate right-of-use assets, and the transaction terms are comparable to those of other non-related party transactions in the neighbouring areas for one year and have similar areas. The transaction cases in the neighbouring areas mentioned above are based on the same or adjacent street outline and the scope of the transaction does not exceed 50 metres or a similar publicly announced present value; The area is similar, and the area of other non-related party transactions shall not be less than 50% of the subject area of the transaction; The above-mentioned one-year period is based on the date of occurrence of the acquisition of real estate or its right-of-use assets, and the previous one-year retroactive estimation.
(5) Where the Company acquires real estate or its right-of-use assets from related parties, if the evaluation results in accordance with subparagraph (1) and (2) of paragraph 3 of this Article are lower than the transaction price, the following matters shall be handled. In addition, if the Company and the public company whose investment in the Company is accounted for using the equity method makes a special surplus reserve in accordance with the foregoing provisions, the special surplus reserve shall be used only after the high-priced purchased or leased assets have been recognised for price decline, or the lease has been terminated, or the lease is properly compensated or restored, or other evidence is
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determined to be unreasonable.
(5-1). The Company shall set aside a special reserve in accordance with Paragraph 1, Article 41 of the Securities and Exchange Act for the difference between the transaction price and the evaluation cost of the real estate or its right-of-use assets, and shall not distribute or transfer the capital increase to share dividends. If an investor that uses the equity method to evaluate its investment in the Company is a public company, it should also set aside a special surplus reserve according to the proportion of shareholding in accordance with Article 41, Paragraph 1 of the Securities and Exchange Act.
(5-2). The independent directors of the Audit Committee shall be subject to the provisions of Article 218 of the Company Act.
(5-3). The handling of point 1 and point 2 of subparagraph (5) of paragraph 3 of this paragraph shall be reported to the shareholders' meeting, and the details of the transaction shall be disclosed in the annual report and prospectus.
(6) If the Company acquires real estate or its right-of-use assets from a related party under any of the following circumstances, it shall be handled in accordance with the relevant evaluation and operating procedures of the first and second paragraphs of this Article, and the evaluation regulations on the reasonableness of transaction costs in paragraphs 3 (1), (2) and (3) of this Article shall not be applicable:
(6-1). The related party obtains the real estate or its right-of-use assets due to inheritance or gift.
(6-2). The contract of the related party to obtain the real estate or its right-of-use assets has been more than 5 years from the date of the transaction.
(6-3). to sign joint construction contracts with related parties, or to acquire real estate from related parties for construction of real estate on its own land or lease land.
(6-4). The Company and its parent company, subsidiaries, or subsidiaries that directly or indirectly hold 100% of the issued shares or total capital, among themselves, acquire real estate right-of-use assets for business use.
(7) Where the Company acquires real estate or its right-of-use assets from a related party, if there is any other evidence showing that the transaction is not in line with normal business practises, it shall also be handled in accordance with subparagraph (5) of paragraph 3 of this Article.
Article 10: Procedures for Acquisition or Disposal of Intangible Assets, Right-of-use Assets, or Member Certificates
- Evaluation and Operating Procedures
The acquisition or disposal of intangible assets or their right-of-use assets or membership certificates by the Company shall be handled in accordance with the Company's internal control system real estate, plant and equipment operation cycle procedures.
- Terms and conditions of the transaction and the procedures for determining the authorised limit
(1). Obtain or dispose of the membership certificate, refer to the fair market price in the market, resolve the transaction conditions and transaction price to prepare an analysis report, and if the amount is less than 10% of the paid-in capital or NT $100,000,000 (inclusive), it should be submitted to the chairman of the board for approval and reported in the next board meeting; If it exceeds 10% of the paid-in capital or NT $100,000,000, it must be approved by the board of directors.
(2). Acquisition or disposal of intangible assets or their right-of-use assets shall refer to the expert evaluation report or the fair market price in the market, and resolve the transaction conditions and transaction price to prepare an analysis report. If the amount is less than 20% of the paid-in capital or NT $300,000,000 (inclusive), it shall be submitted to the chairman of the board for approval and shall be reported in the latest board meeting after the event; Has exceeded 20% of the paid-in capital or NT $300,000,000 and must be
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approved by the Board of Directors before implementation.
(3). The acquisition or disposal of assets by the Company shall be handled in accordance with the procedures established or other laws and regulations in accordance with Article 17 of the procedures.
- Implementation unit
When the Company acquires or disposes of intangible assets or its right-of-use assets or membership certificate, it shall be submitted for approval according to the approval authority in the preceding paragraph, and the user department, financial department or administrative department shall be responsible for execution.
- Intangible assets or their right-of-use assets or expert appraisal report
(1). If the transaction amount of the Company's acquisition or disposal of membership certificates reaches 5% of the paid-in capital or NT $5 ten thousand or more, an expert shall be requested to issue a valuation report.
(2). If the transaction amount of the acquisition or disposal of intangible assets or its right-of-use assets by the Company reaches 10% of the paid-in capital or NT $200,000,000 or more, an expert shall be requested to issue a valuation report.
(3). The transaction amount of the Company's acquisition or disposal of members' certificates or intangible assets reaches 20% of the Company's paid-in capital or NT $300,000,000 or more. In addition to transactions with domestic government agencies, the Company should invite accountants to express opinions on the reasonableness of the transaction price before the date of the fact.
Article 11: The transaction amount of the first four items (i.e., Article 7 Procedures for Acquisition or Disposal of Real Estate, Equipment or Their Right-of-use Assets, Article 8 Procedures for Acquisition or Disposal of Securities Investment, Article 9 Procedures for Related Party Transactions, Article 10 Procedures for Acquisition or Disposal of Intangible Assets or Their Right-of-use Assets or Member Certificates) shall be calculated as follows:
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Amount of each transaction.
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The cumulative amount of the subject transaction of the same nature acquired or disposed of by the same counterparty within one year.
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(Accumulated by acquisition and disposal respectively) within one year Same development plan Amount of real estate.
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The cumulative acquisition or disposal of the same securities within one year (acquisition or disposal of the same securities accumulated separately) amount.
The term "within one year" referred to in the preceding paragraph is based on the date of the occurrence of the transaction, and the previous retrospective estimate is one year.
Article 7 The procedures for the acquisition or disposal of real estate, equipment or their right-of-use assets, Article 8 the procedures for the acquisition or disposal of marketable securities investment, Article 10 the procedures for the acquisition or disposal of intangible assets or their right-of-use assets or membership are exempt from the valuation report or accountant's opinion issued by professional valuers in accordance with the provisions of these standards.
Article 9 The procedures for related party transactions that have been submitted to the shareholders' meeting, board of directors' approval and audit committee's recognition in accordance with the provisions of this Code shall be excluded.
Article 12: Procedures for Acquisition or Disposal of Financial Institutions' Creditor's Rights
In principle, the Company does not engage in the transaction of acquiring or disposing of creditor's rights of financial institutions. If the Company subsequently intends to engage in the transaction of acquiring or disposing of creditor's rights of financial institutions, it will report to the board of directors for approval before formulating its evaluation and operating procedures.
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Article 13: Procedures for Acquisition or Disposal of Derivatives
- Transaction principles and guidelines
(1). Transaction type
(1-1). The derivative financial products engaged by the Company refer to the transaction contracts derived from the assets, interest rates, exchange rates, indexes or other commodities (such as forward contracts, options, futures, interest rates or exchange rates, exchanges, and the composite contracts formed by the above commodities, etc.).
(1-2). Matters related to bond margin trading shall be handled in accordance with the relevant provisions of this handling procedure. The procedures do not apply to bond transactions with repurchase agreements.
(2). Operation (hedging) strategy
The Company engages in derivative financial commodity transactions only for the purpose of hedging. Trading commodities should be selected to avoid the risks arising from the Company's business operations, and the currency held must be consistent with the Company's actual foreign currency requirements for import and export transactions, and the Company's overall internal position (foreign currency income and expenses) should be self-squared, so as to reduce the Company's overall foreign exchange risk and save foreign exchange operating costs.
(3). Segregation of Duties
(3-1). Finance Department
(3-1-1). Traders
A. Responsible for the strategy formulation of the entire company's financial product transactions.
B. The traders shall calculate positions regularly every two weeks, collect market information, conduct trend judgement and risk assessment, and formulate operational strategies, which shall be used as the basis for trading after being approved by the approval authority.
C. Execute transactions according to the approval authority and established strategy.
D. If there are major changes in the financial market and the trading personnel determine that the established strategy is not applicable, an evaluation report will be submitted at any time to re-formulate the strategy, which will be approved by the general manager as the basis for trading.
(3-1-2). Accounting personnel
A. Execute transaction confirmation.
B. Review whether transactions are conducted in accordance with authorization limits and established strategies.
C. The evaluation is conducted monthly and the evaluation report is submitted to the President.
D. Accounting treatment.
E. Report and announce in accordance with the requirements of the Securities and Futures Commission.
(3-1-3) Delivery personnel: performing delivery tasks.
(3-1-4) Approval authority for derivative products: in accordance with the approval authority table established by the Company.
(3-2). Audit Department
Responsible for understanding the appropriateness of the internal control of derivative commodity transactions, checking the compliance of the trading department with the operating procedures, analysing the trading cycle, making an
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audit report, and reporting to the board of directors when there are major deficiencies.
(3-3). Performance evaluation
(3-3-1) The performance evaluation is based on the exchange rate cost on the company's book and the profit and loss arising from derivative financial transactions.
(3-3-2) In order to fully grasp and express the valuation risk of the transaction, the Company adopts a monthly evaluation method to assess the profit and loss.
(3-3-3) The finance department shall provide evaluation of foreign exchange positions, foreign exchange market trends and market analysis to the general manager as management reference and instruction.
(3-4). Determination of total contract amount and loss limit
(3-4-1) Total contract amount
The financial department shall grasp the overall position of the company to avoid transaction risks, and the accumulated and unreleased net position shall not exceed the sales receivable position and purchase payable position, and consider the forecast of the business department and the purchase department.
(3-4-2) Determination of loss limit
The hedging transactions are hedging risks, so there is no need to set the loss limit.
- Risk management measures
(1) Credit risk management:
Market risk management is carried out according to the following principles:
(1-1). Transaction object: Mainly famous domestic and foreign financial institutions.
(1-2). Trading products: limited to products provided by well-known domestic and foreign financial institutions.
(1-3). Transaction amount: The transaction amount of the same transaction object not offset shall not exceed 10% of the total authorised amount, except for those approved by the general manager.
(2) Market risk management:
Mainly in the open foreign exchange market provided by banks.
(3) Liquidity risk management:
In order to ensure market liquidity, when selecting financial products, they are mainly with higher liquidity (that is, they can be liquidated at any time in the market). Financial institutions entrusted to trade must have sufficient information and the ability to trade in any market at any time.
(4) Cash flow risk management
In order to ensure the stability of the company's working capital turnover, the company's source of funds for derivative commodity transactions is limited to its own funds, and its operating amount should consider the capital needs of the cash flow forecast for the next three months.
(5) Operational risk management
(5-1). Shall faithfully follow the company's authorised limits, operating procedures, and internal audits to avoid losses. Avoid operational risk
(5-2). Personnel engaging in derivatives trading and personnel responsible for confirmation and settlement are not allowed to communicate with each other. Concurrent Positions
(5-3). Risk measurement, supervision and control personnel shall be divided into different departments with the personnel mentioned in the preceding paragraph, and shall report to the Board of Directors or senior executives who are not responsible for trading or position decision-making.
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(6) Product risk management
Internal traders should have complete and correct professional knowledge of financial products, and banks are required to fully disclose risks to avoid the risk of misuse of financial products.
(7) Legal risk management
Documents signed with financial institutions shall be inspected by specialists of foreign exchange and legal or legal advisers before they can be officially signed to avoid legal risks.
- Internal audit system
(1) The internal auditors shall regularly understand the adequacy of the internal control of derivative commodity transactions, and review the compliance of the trading department with the procedures for derivative commodity transactions and analyse the transaction cycle on a monthly basis, and prepare an audit report. If any material violation is found, the Audit Committee shall be notified in writing.
(2) The internal auditors shall report the audit report and the annual audit results of the internal audit operations to the Financial Supervisory Commission by the end of February of the following year, and report the improvement of abnormal matters to the Financial Supervisory Commission before the end of May of the following year for reference.
- Method of regular evaluation
(1) The Board of Directors shall authorise the senior management to regularly monitor and evaluate whether the transactions of derivative products are carried out in accordance with the procedures set by the Company, and whether the risk undertaken is within the permitted scope of undertaking. When there is an abnormal situation in the market price assessment report (if the position held has exceeded the loss limit), it shall immediately report to the Board of Directors and take corresponding measures.
(2) The positions held by the derivative commodity trading shall be evaluated at least once a week, but if the hedging transaction is carried out for business needs, it shall be evaluated at least twice a month, and the evaluation report shall be submitted to the senior management authorised by the board of directors.
- The principle of supervision and management of the board of directors when engaging in derivative transactions
(1) The Board of Directors shall designate senior executives to monitor and control the risks of derivative transactions at any time. The management principles are as follows:
(1-1). Regularly evaluate whether the current risk management measures are appropriate and are handled in accordance with the procedures.
(1-2). Supervise transactions and profits and losses, and take necessary measures to respond when abnormal situations are found, and report to the board of directors immediately. If the company has set up independent directors, the board of directors should have independent directors attend and express opinions.
(2) Regularly evaluate whether the performance of derivatives transactions is in line with the established business strategy and whether the risk undertaken is within the company's tolerable range.
(3) When the Company engages in derivative transactions, it authorises relevant personnel to handle the transactions in accordance with the established procedures, and shall report to the latest board of directors after the event.
(4) When the Company engages in derivative transactions, it shall establish a record book for reference, which shall specify the types and amounts of derivative transactions, the date on which the Board of Directors approves the transaction, and the matters to be carefully evaluated in accordance with subparagraph (2), paragraph (1) and (2) of paragraph 4 of this Article, details of which shall be recorded in the record book for reference.
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Article 14: Handling procedures for merger, split, acquisition or share transfer
- Evaluation and Operating Procedures
(1) When the Company handles a merger, split, acquisition or share transfer, it is necessary to appoint lawyers, accountants and underwriters to jointly discuss the estimated timetable of legal procedures, and the organisation project team shall implement it in accordance with legal procedures. Before the resolution of the board of directors is convened, the accountant, lawyer or securities underwriter shall be entrusted to express opinions on the reasonableness of the conversion ratio, purchase price or the allotment of cash or other assets of the shareholders, and submit it to the board of directors for discussion and approval. However, for a merger between the Company's subsidiaries that hold 100% of the issued shares or total capital or between their respective subsidiaries that hold 100% of the issued shares or total capital, it is not necessary to obtain a reasonable opinion issued by the above-mentioned experts.
(2) The Company shall prepare a public document to shareholders before the shareholders' meeting is held, and the expert opinions in paragraph (1) of this Article and the notice of the shareholders' meeting shall be delivered to the shareholders as a reference for whether to approve the merger, division or acquisition. However, in accordance with other laws and regulations, shareholders' meeting may be exempted from holding a resolution to merge, split or acquire matters. In addition, the shareholders' meeting of any company participating in the merger, division or acquisition cannot be convened or resolved due to insufficient attendance, voting rights or other legal restrictions, or the proposal is rejected by the shareholders' meeting. The company participating in the merger, division or acquisition should immediately disclose to the public the reason for occurrence, follow-up processing operations and the expected date of the shareholders' meeting.
- Other matters requiring attention
(1) Board meeting date: Except where otherwise provided by other laws or where, due to special circumstances, prior approval has been obtained from the Financial Supervisory Commission, companies involved in a merger, division, or acquisition shall hold the board of directors meeting and the shareholders' meeting on the same day to resolve matters related to the merger, division, or acquisition. Companies involved in share transfer, except where otherwise provided by other laws or where, due to special circumstances, prior approval has been obtained from the Financial Supervisory Commission, shall hold the board of directors meeting on the same day.
(2) Preliminary confidentiality undertaking: All persons participating in or aware of the company's merger, spin-off, acquisition, or share transfer plans shall provide a written confidentiality undertaking. Prior to public disclosure of the information, they shall not disclose the contents of the plan to any external parties, nor shall they, in their own name or through the names of others, buy or sell shares or other equity-type securities of any company related to the merger, spin-off, acquisition, or share transfer transaction.
(3) Principles for determining and changing the share exchange ratio or acquisition price: Companies participating in a merger, spin-off, acquisition, or share transfer shall, prior to the board meetings of both parties, appoint a certified public accountant, attorney, or
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securities underwriter to express an opinion on the reasonableness of the share exchange ratio, acquisition price, or the cash or other property distributed to shareholders, and submit it to the shareholders’ meeting. The share exchange ratio or acquisition price shall not, in principle, be arbitrarily changed; however, this does not apply if conditions for changes have been stipulated in the contract and have been publicly disclosed. The conditions under which the share exchange ratio or acquisition price may be changed are as follows:
(3-1). Conduct a cash capital increase, issue convertible corporate bonds, issue stock dividends, issue corporate bonds with warrants, preferred shares with warrants, warrant certificates, and other securities with equity characteristics.
(3-2). Disposing of the company’s major assets or engaging in other actions that have an impact on the company’s financial and business operations.
(3-3). Occurrence of major disasters, significant technological changes, or other events affecting shareholders’ equity or securities prices.
(3-4). Adjustment of treasury shares repurchased by any party participating in a merger, demerger, acquisition, or share transfer in accordance with the law.
(3-5). Increase or decrease in the number of entities participating in the merger, demerger, acquisition, or share transfer.
(3-6). Other conditions that may be modified as stipulated in the contract and have already been publicly disclosed.
(4) Contents that should be included in the contract: In addition to the provisions of Article 317-1 of the Company Act and Article 22 of the Business Mergers and Acquisitions Act, contracts for mergers, spin-offs, acquisitions, or share transfers shall also state the following matters.
(4-1). Handling of breach of contract.
(4-2). Principles for handling equity-type securities already issued or treasury shares already repurchased by companies that are dissolved or split due to a merger.
(4-3). The number of treasury shares that participating companies may repurchase after the record date for calculating the share exchange ratio, and the principles for handling such shares.
(4-4). Methods for handling changes in the number of participating entities or companies.
(4-5). Expected implementation progress of the plan and expected completion schedule.
(4-6). If the plan is not completed by the deadline, the scheduled date for convening a shareholders’ meeting as required by law and related procedures.
(5) When the number of companies participating in a merger, division, acquisition, or share transfer changes: if any party among the companies participating in a merger, division, acquisition, or share transfer, after information has been publicly disclosed, intends to further engage in a merger, division, acquisition, or share transfer with other companies, then—unless the number of participating companies is reduced and the shareholders’ meeting has already resolved and authorized the board of directors to change its authority, allowing the participating companies to be exempt from convening another
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shareholders’ meeting to re-adopt a resolution—any procedures or legal acts that have already been completed in the original merger, division, acquisition, or share transfer case shall be re-performed by all participating companies.
(6) If any company participating in the merger, spin-off, acquisition, or share transfer is not a publicly listed company, our company shall enter into an agreement with it and handle the matter in accordance with the provisions of subparagraph (1) of paragraph 2 of this article regarding the date of the board meeting, subparagraph (2) regarding prior confidentiality commitments, and subparagraph (5) regarding changes in the number of companies participating in the merger, spin-off, acquisition, or share transfer.
(7) Listed or OTC companies participating in mergers, demergers, acquisitions, or share transfers shall make a complete written record of the following information and retain it for five years for inspection purposes:
(7-1). Basic personnel information: including, before the announcement of the information, all persons involved in the merger, demerger, acquisition, or share transfer plan or the execution of the plan, their job titles, names, and national identification numbers (or passport numbers if they are foreign nationals).
(7-2). Important dates: including the dates of signing letters of intent or memoranda of understanding, appointing financial or legal advisors, signing contracts, and board meetings.
(7-3). Important documents and minutes: including merger, demerger, acquisition, or share transfer plans, letters of intent or memoranda of understanding, important contracts, and board meeting minutes and other documents.
(8) If a company involved in a merger, division, acquisition, or share transfer includes a company that is not listed or whose shares are not traded on a securities firm’s business premises, the listed company or the company whose shares are traded on a securities firm’s business premises shall sign an agreement with it and handle the matter in accordance with Subparagraph (7) of Paragraph 2 of this Article and Subparagraph (3) of Paragraph 1 of Article 14.
Article 15: Information disclosure procedure
- Items required to be publicly announced and reporting standards
(1) Acquisition or disposal of real estate or its right-of-use assets from or with related parties, or acquisition or disposal of assets other than real estate or its right-of-use assets with related parties where the transaction amount reaches 20% of the company’s paid-in capital, 10% of total assets, or NT$300 million or more. However, this does not apply to the trading of domestic government bonds, bonds with repurchase or resale conditions, or the subscription or redemption of money market funds issued by securities investment trust enterprises.
(2) Companies listed or traded on securities firm premises that engage in mergers, divisions, acquisitions, or share transfers shall, within two days from the date of the board resolution, submit the information under Article 14, Paragraph 2, Item (7), (7-1). And (7-2)., in the prescribed format via the internet information system to the Financial Supervisory Commission for recordation.
(3) Losses from derivatives transactions reaching the maximum loss amount for all or individual contracts as specified in the established handling procedures.
(4) The type of assets acquired or disposed of is equipment used for operational purposes or
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right-of-use assets, and the counterparty to the transaction is not a related party, and the transaction amount meets one of the following conditions:
(4-1). When the company’s paid-in capital has not yet reached NT$10 billion, and the transaction amount reaches NT$500 million or more.
(4-2). When the company’s paid-in capital is NT$10 billion or more, and the transaction amount reaches NT$1 billion or more.
(5) When a company engaged in construction business acquires or disposes of real estate used for construction or its right-of-use assets, and the counterparty to the transaction is not a related party, and the transaction amount has reached NT$500 million or more; provided that if the company’s paid-in capital reaches NT$10 billion or more, and it disposes of real estate from self-developed and completed construction projects, and the counterparty is not a related party, the transaction amount reaches NT$1 billion or more.
(6) When acquiring real estate through methods such as self-owned land commissioned construction, leased land commissioned construction, joint construction with shared housing, joint construction with profit sharing, or joint construction and sale, and the counterparty is not a related party, and the company’s expected investment transaction amount has reached NT$500 million or more.
(7) Asset transactions other than the preceding six items, disposal of claims by financial institutions, or investments in Mainland China, where the transaction amount reaches 20% of the company’s paid-in capital or NT$300 million or more. However, the following circumstances are not subject to this restriction:
(7-1). Buying and selling domestic government bonds or foreign government bonds with a credit rating not lower than Taiwan’s sovereign credit rating.
(7-2). For entities whose primary business is investment, trading of securities conducted on domestic or foreign stock exchanges or over-the-counter venues, or subscription in the primary market for foreign government bonds or publicly offered corporate bonds, and general financial bonds without equity characteristics (excluding subordinated bonds), or subscription or redemption of securities investment trust funds, or subscription or sale of exchange-traded securities or futures trust funds, or securities purchased by securities firms as required for underwriting business or by recommending securities firms for emerging stock companies in accordance with the regulations of the Taipei Exchange (TPEx).
(7-3). Buying and selling bonds under repurchase or reverse repurchase agreements, or subscribing or redeeming money market funds issued by securities investment trust enterprises.
- The transaction amounts in items (1) to (7) of the preceding paragraph shall be calculated in accordance with the following methods, and the term “within one year” refers to a period calculated retroactively from the date on which the current transaction actually occurs; portions that have already been announced in accordance with these procedures are exempt from being included again.
(1) The amount of each individual transaction.
(2) Within one year, the cumulative amount of transactions involving the acquisition or disposal of assets of the same nature with the same counterparty.
(3) Within one year, the cumulative amount of acquisitions or disposals (with acquisitions and disposals calculated separately) of real estate or its right-of-use assets under the same development project.
(4) Within one year, the cumulative amount of acquisitions or disposals (with acquisitions and disposals calculated separately) of the same securities.
- Plazo para la publicación y la presentación de informes
Cuando esta sociedad adquiera o enajene activos, y se trate de partidas que deban ser publicadas conforme al apartado primero del presente artículo, y cuyo importe de la
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transacción alcance el estándar de declaración y publicación aquí establecido, deberá realizar la publicación y presentación del informe dentro de los dos días contados a partir del día siguiente a la ocurrencia del hecho.
- Procedimiento de publicación y presentación de informes
(1) Esta sociedad deberá publicar y presentar la información correspondiente en el sitio web designado por la Comisión de Supervisión Financiera.
(2) Esta sociedad deberá, con periodicidad mensual, presentar en el formato establecido la situación de las operaciones con instrumentos derivados realizadas por la propia sociedad y sus subsidiarias que no sean compañías cotizadas en el mercado nacional, con datos acumulados hasta el final del mes anterior, ingresando dicha información en el sitio web de presentación de información designado por la Comisión de Supervisión Financiera antes del día diez de cada mes.
(3) Si los elementos que deban ser publicados por esta sociedad conforme a la normativa contienen errores u omisiones en el momento de la publicación y deban ser corregidos, deberán ser nuevamente publicados y declarados en su totalidad dentro de los dos días contados a partir del día siguiente a su conocimiento.
(4) Cuando esta sociedad adquiera o enajene activos, deberá mantener en la empresa los contratos correspondientes, actas, libros de registro, informes de valoración y dictámenes de contadores públicos, abogados o entidades colocadoras de valores. Salvo que otras leyes dispongan lo contrario, dichos documentos deberán conservarse por un mínimo de cinco años.
(5) Tras las transacciones anunciadas y declaradas por la empresa de conformidad con lo dispuesto en el artículo anterior, si ocurre cualquiera de las siguientes circunstancias, deberá, dentro de los dos días contados a partir de la fecha en que ocurra el hecho, presentar la información correspondiente para su anuncio y declaración en el sitio web designado por la Comisión de Supervisión y Administración Financiera:
(5-1). Modificación, terminación o rescisión de los contratos relacionados originalmente firmados en la transacción.
(5-2). La fusión, escisión, adquisición o transferencia de acciones no se completa de acuerdo con el calendario previsto en el contrato.
(5-3). Modificación del contenido originalmente anunciado y declarado.
Article 16: Las subsidiarias de la sociedad deberán cumplir con las siguientes disposiciones:
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Las subsidiarias deberán asimismo, de conformidad con las disposiciones pertinentes de las “Normas para la adquisición o enajenación de activos por parte de sociedades cotizadas”, establecer sus “Procedimientos para la adquisición o enajenación de activos”; una vez aprobados por el Consejo de Administración, deberán ser sometidos a la junta de accionistas, y lo mismo se aplicará a sus modificaciones.
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Cuando las subsidiarias adquieran o enajenen activos, deberán igualmente actuar de conformidad con sus propios “Procedimientos para la adquisición o enajenación de activos”.
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Cuando una subsidiaria no sea una sociedad cotizada y la adquisición o enajenación de activos alcance los umbrales de anuncio y declaración establecidos en las “Normas para la adquisición o enajenación de activos por parte de sociedades cotizadas”, la sociedad matriz también deberá, en nombre de dicha subsidiaria, realizar los correspondientes trámites de anuncio y declaración.
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En lo relativo a las disposiciones sobre capital pagado o activos totales para los umbrales de anuncio y declaración aplicables al párrafo 1 del artículo 15 de estos procedimientos, respecto de las subsidiarias, se tomará como referencia el capital pagado o los activos totales de la sociedad matriz (principal).
Article 17: Sanciones
Los empleados de la empresa que, en el desempeño de las operaciones de adquisición y
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enajenación de activos, infrinjan las disposiciones de este procedimiento serán sancionados de acuerdo con el reglamento de trabajo de la empresa, en función de la gravedad de la infracción.
Article 18: Implementation and Amendment
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The Company’s “Procedures for Acquisition or Disposal of Assets” shall be approved by more than one-half of all members of the Audit Committee and, after approval by the Board of Directors, submitted to the shareholders’ meeting for approval. The same procedure shall apply to any amendments. If any director expresses dissent and such dissent is recorded or provided in writing, the Company shall also submit the director’s dissenting materials to the Audit Committee.
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When the Company submits the Procedures for Acquisition or Disposal of Assets to the Board of Directors for discussion in accordance with the preceding paragraph, it shall fully consider the opinions of each independent director. If an independent director has any dissenting or reserved opinion, it shall be recorded in the minutes of the Board meeting.
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If the matter in the preceding paragraph is not approved by more than one-half of all members of the Audit Committee, it may be approved by more than two-thirds of all directors, and the resolution of the Audit Committee shall be recorded in the Board meeting minutes.
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The “all members of the Audit Committee” referred to in the preceding paragraph and “all directors” referred to in the paragraph above shall be calculated based on those actually in office.
Article 19: Supplementary Provisions
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Any matters not fully covered in these operating procedures shall be handled in accordance with relevant laws and regulations.
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These operating procedures were established on June 30, 1999; first revision on June 30, 2002; second revision on June 26, 2009; third revision on June 24, 2011; fourth revision on June 22, 2012; fifth revision on June 24, 2014; sixth revision on June 26, 2017; seventh revision on June 25, 2019; eighth revision on June 22, 2020; ninth revision on June 27, 2022.
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【APPENDIX 3】
(6) Shareholding of Directors
Aero Win Technology Corporation
Shareholding of Directors
Book closure date: April 26, 2026
| Position | Name | Date elected | Current shareholding | Remarks | ||
|---|---|---|---|---|---|---|
| Type | Shares | Shareholding ratio (%) | ||||
| Chairman | Keytech Investment Inc. | |||||
| Representative : | ||||||
| Kuo-Hao Tseng, | 2023/6/28 | common stock | 6,102,869 | 8.90% | ||
| Directors | Susan Hu | 2023/6/28 | common stock | 380,000 | 0.55% | |
| Directors | Mei Li Tsai | 2023/6/28 | common stock | 0 | 0% | |
| Directors | RichMind Corp. | |||||
| Representative : | ||||||
| Ks Lin | 2023/6/28 | common stock | 2,172,000 | 3.17% | ||
| Independent director | Cy Su | 2023/6/28 | common stock | 0 | 0% | |
| Independent director | Minkon Huang | 2023/6/28 | common stock | 0 | 0% | |
| Independent director | Wen Hsiang Lu | 2023/6/28 | common stock | 0 | 0% | |
| Independent director | Ding An Lee | 2023/6/28 | common stock | 0 | 0% | |
| Total | 8,654,869 | 12.62% |
Note 1: Total Issued shares: 68,573,500 shares on 04/26/2026 (book closure date).
Note 2: The minimum required combined shareholding of all directors by law: 5,485,880 shares