AI assistant
ALLTEK — AGM Information 2026
May 12, 2026
52305_rns_2026-05-12_811ba207-e084-4bd1-b9e9-808de08eeac4.pdf
AGM Information
Open in viewerOpens in your device viewer
Stock Code : 3209

ALLTEK
全科科技股份有限公司
ALLTEK TECHNOLOGY CORP.
Handbook for the 2026 Annual Meeting of Shareholders
MEETING TIME: 9:00 AM, Jun. 12 (Fri.) 2026
VENUE: 1F., No. 399, Ruiguang Rd., Neihu Dist., Taipei City (Liberty Square Convention Center)
CONVENED BY MEANS OF PHYSICAL MEETING
Table of Contents
Pages
I. Procedure for the 2026 Annual Meeting of Shareholders 1
II. Agenda of the General Shareholder’s Meeting, 2026 2
1. Management Presentation (Company Reports) 3
2. Proposals 4
3. Discussion 5
4. Election items 6
5. Other items 7
6. Questions and Motions 9
III. Appendix
1. Business Report 10
2. Audit Committee Report 12
3. CPA report and Financial Statement 13
4. Disposition of Earning 34
5. Comparison of Amended Clause for the Procedures for Lending Funds to Others 35
6. Information on candidates for directors (including independent directors) 36
IV. Attachment
1. Articles of Incorporation 39
2. Procedures for Lending Funds to Others (Before Amendment) 43
3. Rules of Procedure for Shareholders Meetings 46
4. Procedures for Election of Directors 50
5. Shareholding Status of the Directors 51
1
ALLTEK TECHNOLOGY CORP.
Procedure for the 2026 Annual Meeting of Shareholders
I. Call the Meeting to Order
II. Chairperson Remarks
III. Management Presentation (Company Reports)
IV. Proposals
V. Discussion
VI. Election items
VII. Other items
VIII. Questions and Motions
IX. Adjournment
2
ALLTEK TECHNOLOGY CORP.
Agenda of the General Shareholder’s Meeting, 2026
MEETING TIME : 9:00 AM, Jun. 12 (Fri.), 2026
VENUE : 1F., No. 399, Ruiguang Rd., Neihu Dist., Taipei City
(Liberty Square Convention Center)
I. Call the Meeting to Order
II. Chairperson Remarks
III. Management Presentation (Company Reports)
(1) 2025 Business Reports
(2) Audit Committee's Review Report on the 2025 Financial Statements
(3) The distribution of employees and board directors' compensation of 2025
(4) Report on the distribution of cash dividends from surplus for 2025
IV. Proposals
(1) Adoption of the 2025 Business Report and Financial Statements
(2) Adoption of the Proposal for Distribution of 2025 Profits
V. Discussion
(1) Proposal for Capital Increase by Capitalizing 2025 Earnings and Issuance of New Shares
(2) Amendment to the Procedures for Lending Funds to Others.
VI. Election items
(1) Proposal for the re-election of directors.
VII. Other items
(1) Approval of the removal of restrictions on competition for newly elected directors and representatives.
VIII. Questions and Motions
IX. Adjournment
【Management Presentation (Company Reports)】
Report No. 1
2025 Business Reports.
Explanation:
The Business Report, please refer to Appendix 1 (page. 10-11).
Report No. 2
Audit Committee's Review Report on the 2025 Financial Statements.
Explanation:
The Audit Committee's Review Report, please refer to Appendix 2 (page. 12).
Report No. 3
The distribution of employees and board directors' compensation of 2025.
Explanation:
1. For the year 2025, NT$ 50,000,000 has been allocated as employee compensation in cash, of which NT$ 6,500,000 is designated for grassroots employee compensation. NT$ 9,440,000 has been allocated as director compensation, all of which will be paid in cash.
2. The proposed distribution of employees' remuneration and directors' remuneration for 2025 has been approved by the Remuneration Committee and the Board of Directors on March 12, 2026.
Report No. 4
Report on the distribution of cash dividends from surplus for 2025.
Explanation:
1. The Board of Directors approved on March 12, 2026, the appropriation of the 2025 surplus distribution, with cash dividends of NT$470,782,378 (NT$2.0 per share).
2. Should there be any changes in the cash dividend due to alterations in the number of the Company's ordinary shares, or if changes are required by laws, regulations, and approved by the competent authorities, as well as other related matters such as the ex-dividend date and distribution date, the chairperson is authorized to handle them.
3. Cash dividends are distributed based on the ratio of shares held by shareholders as recorded in the shareholders' register on the ex-dividend date, calculated to the nearest dollar with fractions of a dollar discarded. Any distribution less than one dollar is recorded as other income of the Company.
3
【Proposals】
- Proposed by the Board
Adoption of the 2025 Business Report and Financial Statements
Explanation: - The company's annual business report and the financial statements of 2025 are finished and have been checked and finalized by the accountants Ming-Hsien-Liu and Meng-Jie-Chiu of Deloitte Taiwan. The business report and financial statements have been approved by the Board of Directors and is recorded with the audit report by the audit committee.
-
Abovementioned documents, please refer to Appendix 1 -3 (page. 10-33).
Resolution: -
Proposed by the Board
Adoption of the Proposal for Distribution of 2025 Profits
Explanation:
The company's earning distribution of 2025 has been approved by the Board of Directors and is checked and finalized by the audit committee along with the audit report. Please refer to the table of Distribution of 2024 Profits, please refer to Appendix 4 (page. 34).
Resolution:
[Discussion]
- (Proposed by the Board)
Proposal for Capital Increase by Capitalizing 2025 Earnings and Issuance of New Shares, please proceed to vote
Explanation:
1. It is proposed to allocate shareholder stock dividends of NT$117,695,590 for the distribution of the 2025 surplus and report to the securities regulatory authorities for Issuing New Shares by capitalizing on the surplus, resulting in 11,769,559 new shares. Approximately 50 shares will be distributed gratuitously for every thousand shares, with the rights and obligations of the new shares being the same as the original shares.
2. Should there be any changes in the stock dividend due to alterations in the number of the Company's ordinary shares, or if changes are required by laws, regulations, and approved by the competent authorities, as well as other related matters such as the ex-rights distribution base date and distribution date, it is proposed to authorize the Board of Directors to handle them by the Shareholders' Meeting.
3. Stock dividends are distributed based on the ratio of shares held by shareholders as recorded in the shareholders' register on the stock distribution baseline date. Shareholders may combine fractional shares within five days from the baseline date; any remaining fractions not forming a whole share or not combined in time will be converted into cash at par value to the nearest dollar. The Chairperson is authorized to negotiate with specified persons for the purchase of these shares at par value.
4. To authorize the Board of Directors to set another base date for stock distribution after the motion has been passed during the shareholders' meeting.
Resolution:
- (Proposed by the Board)
Amendment to the Procedures for Lending Funds to Others, please proceed to vote.
Explanation:
In line with the development needs of the company's operations, an amendment to the Procedures for Lending Funds to Others has been made. Please refer to Appendix 5 (page 35).
Resolution:
[Election items]
Case 1: (Proposed by the Board of Directors)
Proposal for the re-election of directors.
Description:
1. The term of office for directors is about to expire, and it is proposed to re-elect directors at the 2026 Annual General Shareholders' Meeting. Seven directors (including three independent directors) will be elected for a term of 3 years from the date of election at the shareholders' meeting, with eligibility for consecutive terms. The term of the newly appointed directors will be from June 12, 2026, to June 11, 2029, while the term of the current directors will end upon the assumption of office by the new directors.
2. According to Article 192-1 of the Company Act and Article 16 of the company's Articles of Association, the election of directors adopts a candidate nomination system. Seven directors (including three independent directors) are to be elected. The list of nominated candidates was approved by the Board of Directors on March 12, 2026, and shareholders will elect from this list of candidates. Information about the candidates, please refer to Appendix 6 (page 36).
3. Please proceed to the election.
Election results:
【Other items】
Case 1: (Proposed by the Board of Directors)
Proposal:
Approval of the removal of restrictions on competition for newly elected directors and representatives, please proceed to vote.
Description:
- To facilitate the smooth expansion of the business, without compromising the interests of the company, it is proposed to approve that the newly appointed directors are not subject to the restrictions of Article 209 of the Company Law.
- The behavior of directors investing in or operating within the same business scope as The Company (as shown in the table below) is proposed to be submitted to the annual general meeting for individual approval to release directors from non-compete restrictions.
| Title | Name | Concurrent Position | Concurrent Position Company |
|---|---|---|---|
| Director | WU, YU-WEN | Chairperson | Alltek Marine Electronics Corp. |
| Representative of juristic person chairperson | Alltek Group Corp., Alltek Technology (H.K) Ltd., All Plus Co., Ltd., All Pan Co., Ltd., Pantek Technology Corp., YMY Co., Ltd., Pantek Global Corp., Alder Optomechanical Corp. | ||
| Representative of juristic person director | General Life Biotechnology Co., Ltd., Yuban & Company | ||
| Director | Taiwan 3D Technology Corp. | ||
| Independent Director | StarCom Information Co., Ltd. | ||
| Director | HSIEH, HUNG-CHANG | Representative of juristic person director | Alder Optomechanical Corp., Alltek Technology (Singapore) Pte. Ltd. |
| Director | CHEN, HUNG-AN | Director and General Manager | Alltek Marine Electronics Corp. |
7
| Director | Hsu-Huang Development Co., Ltd. - HUANG, SHU-LIN | Representative of juristic person | Alltek Marine Electronics Corp. |
|---|---|---|---|
| Representative of juristic person supervisor | Pantek Technology Corp. | ||
| Independent Director | SHUEN-ZEN LIU | Professor | Department and Graduate Institute of Industrial and Business Management, |
| Adjunct Professor | Department and Graduate Institute of Accounting, National Taiwan University | ||
| Independent Director | LUAN BIN | Professor | Department of Business Administration, National Taiwan University of Science and Technology |
| Independent Director | Yu Ching Metal Co., Ltd. | ||
| Independent Director | CHEN, CHAO-YU | Professor | Department of Electrical Engineering, National Cheng Kung University |
| Director | Graduate Institute of Computer and Communication Engineering, National Cheng Kung University |
Resolution:
9
【Questions and Motions】
【Adjournment】
Appendix 1
Business Report
Dear shareholders:
The Company's earnings per share for fiscal year 2025 were NT$ 3.02 and the return on equity (ROE) was 12.88%. The following is a report on the results of operations and business plans.
I. Business performance in fiscal 2025
Due to the rising demand for applications related to Artificial Intelligence (AI) and network communications, the market size of the semiconductor industry has expanded. The Company's consolidated operating revenue was NT$ 47.383 billion, an increase of 3.25% compared to the previous year's NT$ 45.893 billion; net income after tax was NT$ 706 million, a decrease of 7.37% compared to the previous year's NT$ 762 million; working capital was NT$ 4.694 billion, a decrease of 26.49% compared to the previous year's NT$ 6.385 billion.
In 2025, the Company invested NT$ 158 million in research and development to provide value-added services related to technology application and product development, and to provide customers with diversified assistance.
Unit: In NT$100 Million
| Item | 2024 | 2025 | Growth rate | Description |
|---|---|---|---|---|
| Operating revenue | 458.93 | 473.83 | 3.25% | Demand for ICT electronic components increased. |
| Net income after tax | 7.62 | 7.06 | -7.35% | Increase in foreign exchange losses and a decrease in profits from non-controlling interest subsidiaries. |
| -Attributed to the Company | 7.02 | 7.08 | 0.85% | |
| -Attributed to non-controlling interest | 0.60 | (0.02) | -103.33% | |
| Working capital | 63.85 | 46.94 | -26.49% | Inventory stocking decreases, leading to a reduced need for the scale of working capital. |
Note: (1) Working capital = Current assets - Current liabilities.
(2) The Company is not required to disclose its financial forecast for 2025.
| Item | 2024 | 2025 | |
|---|---|---|---|
| Financial structure | Liabilities to assets | 69.54% | 68.12% |
| Long-term capital to fixed assets | 794.39% | 621.40% | |
| Solvency | Current ratio | 166.64% | 144.12% |
| Quick ratio | 92.99% | 116.00% | |
| Profitability | Return on assets - ROA | 5.48% | 4.53% |
| Return on equity - ROE | 14.61% | 12.88% | |
| Earnings per share - EPS ($) - Not retroactive | 3.02 | 3.02 |
Note: The financial ratios are calculated based on the consolidated financial statements.
II. Outline of business plan for fiscal year 2026
(1) Business policy:
The Company's operations primarily focus on the distribution business of electronic components related to the Information and Communication Technology (ICT) industry. It also expands the agency sales of equipment and investment in related fields. With professional services and technical expertise, The Company strengthens market competitiveness, enhances the added value for electronics distributors, and increases revenue and profit levels.
(2) Expected sales volume and basis thereof, and important production and marketing policies:
According to the National Development Council's February report on the current economic situation, in 2026, the international community is gradually adapting to the impact of U.S. tariff policies. Additionally, with robust investment in AI and high technology, the global economy demonstrates resilience. Major institutions predict the global economic growth rate to range between 2.6% and 3.3%. However, attention should continue to be paid to the potential impacts of uncertainties such as the trade policies of major countries and geopolitical issues. The Company's operating procurement and sales policies not only act as an important bridge between upstream manufacturers and downstream product users in the supply chain of the Information and Communication Technology (ICT) industry but also expand the agency sales of equipment and enhance the product field for distribution, with the sales volume expected to show a growth trend.
III. Future development strategy
The Company develops based on related fields within the Information and Communication Technology (ICT) industry, dedicated to providing customers with a wide range of comprehensive electronic components and equipment integration services. As the industry environment evolves, the Company will also appropriately increase its affiliated enterprises, continuously expanding the Company's development space.
IV. Impact of the external competitive environment, regulatory environment and general economic environment
The Company strives for excellence in its product line agency, technical support, business team, and corporate culture, while emphasizing strengthened collaboration and division of labor between upstream manufacturers and downstream customers. When changes occur in the external competitive environment, regulatory environment, and macroeconomic environment, the Company is able to flexibly adjust its operations to maintain its core competencies in market competition.
We thank our shareholders for their support in the past and look forward to your continued support. All employees of the Company will be fully committed to achieving better business results and rewarding our shareholders.
Yours truly,
Best wishes to all valued shareholders.
Chairperson WU YI-WING
Manager HSIEH HUNG-CHANG
Accounting Manager SUN, WEI-NAN



Appendix 2
Audit Committee Report
The Board of Directors had prepared and submitted the 2025 financial statements. The audit of the financial statements was completed by Ming-Hsien-Liu and Meng-Jie-Chiu of Deloitte Taiwan and an audit report was issued.
The audit of the aforementioned statements, along with issues such as the business reports and the report of earning distribution, submitted by the Board of Directors was conducted by the audit committee, and no inconsistency was found. The audit report was issued in accordance with the Securities and Exchange Act and the Company Act.
Yours sincerely,
2026 Shareholders General Meeting of ALLTEK TECHNOLOGY CORP.
Convener of the Audit Committee: SHUEN-ZEN LIU
Date: Mar. 12. 2026
Appendix 3
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
Alltek Technology Corp.
Opinion
We have audited the accompanying consolidated financial statements of Alltek Technology Corp. and its subsidiaries (collectively referred to as the "Group"), which comprise the consolidated balance sheets as of December 31, 2025 and 2024, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including material accounting policy information (collectively referred to as the "consolidated financial statements").
In our opinion, based on our audits and the report of other auditors (refer to the Other Matter paragraph), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the years 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 (FSC) of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2025. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
The key audit matter of the Group’s consolidated financial statements for the year ended December 31, 2025 is stated as follows:
Recognition of Sales Revenue
The Group’s major source of revenue comes from the trading of semiconductor components. Due to the large volume of sales transactions from semiconductor components, the amount of revenue is material to the Group’s consolidated revenue and profit. There is a risk that revenue generated from specific sales clients may not occur; therefore, we identified the recognition of sales revenue as a key audit matter. Refer to Note 20 to the consolidated financial statements.
Our audit procedures performed in respect of the assessment of sales revenue included the following:
- We obtained an understanding of the design and implementation and tested the operating effectiveness of internal controls over sales revenue.
- We selected samples and performed tests of details for documents related to revenue derived from specific customers, including sales orders, shipping documents and customs export declarations, and we checked for any significant differences in collection status. We verified that revenue was recognized upon completion of the performance obligation and confirmed that recorded transactions have actually occurred.
- We inspected the subsidiary ledger and confirmed the significant sales returns and discounts, and we verified and confirmed the actual occurrence of the annual sales transactions.
Inventory Valuation and Allowance Risk
The balance of The Group’s inventory is considered to be material to the total assets of the Group, and the specific semiconductor components are exposed to unsalable stock or obsolescence due to new developments in technological product demand, thus, such inventory may not be sold and the net realizable value of inventory may be lower than the carrying amount.
The management’s assessment of the net realised value of inventories in accordance with the requirements of IAS on inventories involves significant judgments, and the amount of inventories is material to the overall financial statements, the valuation of inventories as one of key audit matters.
Refer to Note 10 to financial statements.
Our audit procedures performed in respect of the assessment of inventory included the following:
- We obtained an understanding of the provision policy for the evaluation of inventory allowances, and assessed the appropriateness of adopt of the Group’s inventory provisioning policy in the financial statements.
- We obtained the statement for net realizable value of the inventory at the end of the period, and selected sample items of the data sources such as the selling price of the goods used in the net realizable value and the supporting evaluation documents for recalculation, thus, to confirm that the inventory was valued at lower of cost or net realizable value.
14
- We compared the provision rate of inventory allowance between the current period and the latest year, and review the inventory turnover days in each period to evaluate the adequacy of the inventory provision for obsoleted and damage loss.
Other Matter
We have also audited the parent company only financial statements of Alltek Technology Corp. as of and for the year ended December 31, 2025 and 2024 on which we have issued an unmodified opinion.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including supervisors, are responsible for overseeing the Group's financial reporting process.
Auditors' Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
15
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2025 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
16
The engagement partners on the audits resulting in this independent auditors’ report are Liu Ming-Hsien and Chiu Meng-Chieh.
Deloitte & Touche
Taipei, Taiwan
Republic of China
March 12, 2026
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.
17
ALLTEK TECHNOLOGY CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |||
|---|---|---|---|---|
| ASSETS | Amount | % | Amount | % |
| CURRENT ASSETS | ||||
| Cash and cash equivalents (Notes 4 and 6) | $ 2,831,935 | 17 | $ 749,056 | 4 |
| Financial assets at fair value through profit or loss - current (Note 7) | 18,025 | - | 48,700 | - |
| Financial assets at amortized cost - current (Notes 8 and 28) | 17,000 | - | 15,429 | - |
| Notes receivable, net (Notes 4 and 9) | 44,505 | - | 10,498 | - |
| Trade receivables, net (Notes 4, 9, 27 and 28) | 9,031,109 | 52 | 6,942,073 | 39 |
| Other receivables (Notes 4, 9 and 28) | 328,742 | 2 | 1,092,420 | 6 |
| Inventories (Notes 4, 5 and 10) | 2,971,309 | 17 | 7,036,956 | 39 |
| Other current assets | 88,449 | 1 | 70,256 | 1 |
| Total current assets | 15,331,074 | 89 | 15,965,388 | 89 |
| NON-CURRENT ASSETS | ||||
| Financial assets at fair value through profit or loss - non-current (Note 7) | 108,613 | 1 | 97,977 | - |
| Investments accounted for using the equity method (Notes 4 and 12) | 521,165 | 3 | 512,238 | 3 |
| Property, plant and equipment (Notes 4, 13 and 29) | 1,065,903 | 6 | 1,048,983 | 6 |
| Right-of-use assets (Notes 4 and 14) | 69,922 | - | 105,009 | 1 |
| Intangible assets (Note 4) | 2,634 | - | 857 | - |
| Deferred tax assets (Notes 4 and 22) | 124,025 | 1 | 118,455 | 1 |
| Other non-current assets | 37,727 | - | 64,930 | - |
| Total non-current assets | 1,929,989 | 11 | 1,948,449 | 11 |
| TOTAL | $ 17,261,063 | 100 | $ 17,913,837 | 100 |
| LIABILITIES AND EQUITY | ||||
| CURRENT LIABILITIES | ||||
| Short-term borrowings (Notes 15 and 29) | $ 2,742,005 | 16 | $ 2,685,093 | 15 |
| Short-term bills payable (Note 15) | 2,150,000 | 13 | 1,770,000 | 10 |
| Contract liabilities (Note 20) | 519,615 | 3 | 301,652 | 2 |
| Notes payable, net | 7,382 | - | 4,063 | - |
| Trade payables, net (Note 28) | 4,237,466 | 25 | 3,696,366 | 21 |
| Other payables (Notes 17 and 28) | 528,886 | 3 | 458,833 | 3 |
| Current tax liabilities (Notes 4 and 22) | 196,395 | 1 | 150,742 | 1 |
| Lease liabilities - current (Notes 4 and 14) | 44,399 | - | 56,594 | - |
| Current portion of long-term borrowings and bonds payable (Notes 4, 15, 16 and 28) | 29,641 | - | 252,948 | 1 |
| Other current liabilities (Note 17) | 181,767 | 1 | 204,508 | 1 |
| Total current liabilities | 10,637,556 | 62 | 9,580,799 | 54 |
| NON-CURRENT LIABILITIES | ||||
| Long-term borrowings (Notes 15 and 29) | 456,720 | 3 | 2,297,384 | 13 |
| Deferred tax liabilities (Notes 4 and 22) | 614,783 | 3 | 505,817 | 3 |
| Lease liabilities - non-current (Notes 4 and 14) | 28,709 | - | 51,054 | - |
| Net defined benefit liabilities - non-current (Notes 4 and 18) | 16,929 | - | 16,847 | - |
| Other non-current liabilities | 2,897 | - | 4,832 | - |
| Total non-current liabilities | 1,120,038 | 6 | 2,875,934 | 16 |
| Total liabilities | 11,757,594 | 68 | 12,456,733 | 70 |
| EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY | ||||
| Share capital | ||||
| Ordinary shares | 2,353,912 | 14 | 2,330,449 | 13 |
| Capital surplus | 864,915 | 5 | 857,990 | 5 |
| Retained earnings | ||||
| Legal reserve | 710,552 | 4 | 639,978 | 4 |
| Unappropriated earnings | 1,240,068 | 7 | 1,141,751 | 6 |
| Total retained earnings | 1,950,620 | 11 | 1,781,729 | 10 |
| Other equity | ||||
| Exchange differences on translating the financial statements of foreign operations | 130,198 | 1 | 259,189 | 1 |
| Unrealized gains or losses on investments at fair value through other comprehensive income | (10,004) | - | (10,004) | - |
| Total other equity | 120,194 | 1 | 249,185 | 1 |
| Total equity attributable to owners of the Company | 5,289,641 | 31 | 5,219,353 | 29 |
| NON-CONTROLLING INTERESTS | 213,828 | 1 | 237,751 | 1 |
| Total equity (Note 19) | 5,503,469 | 32 | 5,457,104 | 30 |
| TOTAL | $ 17,261,063 | 100 | $ 17,913,837 | 100 |
The accompanying notes are an integral part of the consolidated financial statements.
19
ALLTEK TECHNOLOGY CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| OPERATING REVENUE (Notes 4, 20 and 28) | $ 47,383,106 | 100 | $ 45,892,739 | 100 |
| OPERATING COSTS (Notes 10, 21 and 28) | (44,897,732) | (95) | (43,591,161) | (95) |
| GROSS PROFIT | 2,485,374 | 5 | 2,301,578 | 5 |
| OPERATING EXPENSES (Notes 21 and 28) | ||||
| Selling and marketing expenses | (557,835) | (1) | (464,080) | (1) |
| General and administrative expenses | (539,213) | (1) | (493,532) | (1) |
| Research and development expenses | (157,638) | (1) | (148,531) | (1) |
| Expected credit loss | (16,701) | - | (194) | - |
| Total operating expenses | (1,271,387) | (3) | (1,106,337) | (3) |
| PROFIT FROM OPERATIONS | 1,213,987 | 2 | 1,195,241 | 2 |
| NON-OPERATING INCOME AND EXPENSES | ||||
| Interest income (Note 21) | 85,375 | - | 15,842 | - |
| Other income (Notes 21 and 28) | 44,308 | - | 65,953 | - |
| Other gains and losses (Note 21) | (178,857) | - | (1,123) | - |
| Finance costs (Notes 21 and 28) | (113,518) | - | (306,501) | - |
| Share of profit or loss of associates (Note 12) | 48,840 | - | 53,881 | - |
| Total non-operating income and expenses | (113,852) | - | (171,948) | - |
| PROFIT BEFORE INCOME TAX FROM CONTINUING OPERATIONS | 1,100,135 | 2 | 1,023,293 | 2 |
| INCOME TAX EXPENSE (Notes 4 and 22) | (394,199) | (1) | (261,228) | - |
| NET PROFIT FOR THE YEAR | 705,936 | 1 | 762,065 | 2 |
| OTHER COMPREHENSIVE INCOME | ||||
| Items that will not be reclassified subsequently to profit or loss: | ||||
| Remeasurement of defined benefit plans | (1,621) | - | 4,046 | - |
| Unrealized gains or losses on investments in equity instruments at fair value through other comprehensive loss | - | - | (5,004) | - |
| Income tax relating to items that will not be reclassified subsequently to profit or loss | 329 | - | (794) | - |
| (1,292) | - | (1,752) | - | |
| (Continued) |
20
ALLTEK TECHNOLOGY CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| Items that may be reclassified subsequently to loss: | ||||
| Exchange differences on translating the financial statements of foreign operations | $ (159,804) | - | $ 230,728 | - |
| Share of the other comprehensive income of associates accounted for using the equity method | (3,851) | - | 3,823 | - |
| Income tax relating to items that may be reclassified subsequently to profit or loss | 34,664 | - | (49,312) | - |
| (128,991) | - | 185,239 | - | |
| Other comprehensive income for the year, net of income tax | (130,283) | - | 183,487 | - |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR | $ 575,653 | 1 | $ 945,552 | 2 |
| NET PROFIT ATTRIBUTABLE TO: | ||||
| Owners of the Company | $ 708,247 | 1 | $ 702,528 | 2 |
| Non-controlling interests | (2,311) | - | 59,537 | - |
| $ 705,936 | 1 | $ 762,065 | 2 | |
| TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO: | ||||
| Owners of the Company | $ 577,951 | 1 | $ 885,979 | 2 |
| Non-controlling interests | (2,298) | - | 59,573 | - |
| $ 575,653 | 1 | $ 945,552 | 2 | |
| EARNINGS PER SHARE (Note 23) | ||||
| Basic | $ 3.02 | $ 3.02 | ||
| Diluted | $ 2.99 | $ 2.96 |
The accompanying notes are an integral part of the consolidated financial statements.
(Concluded)
ALLTEK TECHNOLOGY CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| Equity Attributable to Owners of the Company | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Share Capital | Capital Surplus (Note 19) | Retained Earnings | Exchange Differences on Translating the Financial Statements of Foreign Operations | Unrealized Valuation Gain or Loss on Financial Assets at Fair Value Through Other Comprehensive Income | Total | Non-controlling Interests | Total Equity | ||
| Legal Reserve | Unappropriated Earnings | ||||||||
| BALANCE ON JANUARY 1, 2024 | $ 2,322,643 | $ 856,732 | $ 580,405 | $ 960,208 | $ 73,950 | $ (5,000) | $ 4,788,938 | $ 186,731 | $ 4,975,669 |
| Appropriation of 2023 earnings | |||||||||
| Legal reserve | - | - | 59,573 | (59,573) | - | - | - | - | - |
| Cash dividends distributed by the Company | - | - | - | (464,628) | - | - | (464,628) | - | (464,628) |
| Changes in equity of associates accounted for using equity method | - | 8,663 | - | - | - | - | 8,663 | - | 8,663 |
| Cash dividends from capital surplus | - | (23,231) | - | - | - | - | (23,231) | - | (23,231) |
| Convertible bonds converted to ordinary shares | 7,806 | 14,279 | - | - | - | - | 22,085 | - | 22,085 |
| Cash dividends to shareholders of subsidiaries | - | - | - | - | - | - | - | (12,687) | (12,687) |
| Net profit (loss) for the year ended December 31, 2024 | - | - | - | 702,528 | - | - | 702,528 | 59,537 | 762,065 |
| Other comprehensive income for the year ended December 31, 2024, net of income tax | - | - | - | 3,216 | 185,239 | (5,004) | 183,451 | 36 | 183,487 |
| Total comprehensive income (loss) for the year ended December 31, 2024 | - | - | - | 705,744 | 185,239 | (5,004) | 885,979 | 59,573 | 945,552 |
| Changes in percentage of ownership interests in subsidiaries | - | 1,547 | - | - | - | - | 1,547 | (1,547) | - |
| Subsidiaries issuance of common stock from compensation to employees (Note 20) | - | - | - | - | - | - | - | 5,681 | 5,681 |
| BALANCE ON DECEMBER 31, 2024 | 2,330,449 | 857,990 | 639,978 | 1,141,751 | 259,189 | (10,004) | 5,219,353 | 237,751 | 5,457,104 |
| Appropriation of 2024 earnings | |||||||||
| Legal reserve | - | - | 70,574 | (70,574) | - | - | - | - | - |
| Cash dividends distributed by the Company | - | - | - | (538,051) | - | - | (538,051) | - | (538,051) |
| Cash dividends from capital surplus | - | (46,787) | - | - | - | - | (46,787) | - | (46,787) |
| Convertible bonds converted to ordinary shares | 23,463 | 49,090 | - | - | - | - | 72,553 | - | 72,553 |
| Cash dividends to shareholders of subsidiaries | - | - | - | - | - | - | - | (29,413) | (29,413) |
| Share-based compensation of subsidiaries | - | - | - | - | - | - | - | 12,410 | 12,410 |
| Net profit for the year ended December 31, 2025 | - | - | - | 708,247 | - | - | 708,247 | (2,311) | 705,936 |
| Other comprehensive income (loss) for the year ended December 31, 2025, net of income tax | - | - | - | (1,305) | (128,991) | - | (130,296) | 13 | (130,283) |
| Total comprehensive income (loss) for the year ended December 31, 2025 | - | - | - | 706,942 | (128,991) | - | 577,951 | (2,298) | 575,653 |
| Changes in percentage of ownership interests in subsidiaries | - | 4,622 | - | - | - | - | 4,622 | (4,622) | - |
| BALANCE ON DECEMBER 31, 2025 | $ 2,353,912 | $ 864,915 | $ 710,552 | $ 1,240,068 | $ 130,198 | $ (10,004) | $ 5,289,641 | $ 213,828 | $ 5,503,469 |
The accompanying notes are an integral part of the consolidated financial statements.
ALLTEK TECHNOLOGY CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Income before income tax | $ 1,100,135 | $ 1,023,293 |
| Adjustments for: | ||
| Depreciation expense | 89,856 | 87,500 |
| Amortization | 396 | 889 |
| Impairment profit or loss recognized on trade receivables | 16,701 | 194 |
| Net gain on fair value changes of financial assets and liabilities as at fair value through profit or loss | 10,096 | (22,921) |
| Finance costs | 113,518 | 306,501 |
| Interest income | (85,375) | (15,842) |
| Share-based compensation | 12,410 | 1,034 |
| Dividend income | (725) | (875) |
| Share of profit of associates | (48,840) | (53,881) |
| Gain on disposal of property, plant and equipment | (65) | (70) |
| Loss on disposal and write-down of inventories | 53,014 | 2,522 |
| Net (gain) loss on foreign currency exchange | (81,746) | 18,870 |
| Other gains and losses | (80) | 3,232 |
| Changes in operating assets and liabilities | ||
| Notes receivable | (34,007) | (7,565) |
| Trade receivables | (2,042,501) | (3,286,204) |
| Other receivables | 762,622 | 1,989,981 |
| Inventories | 4,059,008 | 2,716,276 |
| Other current assets | (18,059) | 40,285 |
| Financial assets at amortized cost - current | (1,697) | (3,433) |
| Contract liabilities | 217,963 | 12,245 |
| Notes payable | 3,319 | (9,464) |
| Trade payables | 554,236 | (1,522,524) |
| Other payables | 71,701 | 12,635 |
| Other current liabilities | (18,203) | (182,025) |
| Net defined benefit liabilities - non-current | (1,539) | (761) |
| Other non-current liabilities | (951) | 1,902 |
| Cash generated from operations | 4,731,187 | 1,111,794 |
| Interest received | 85,375 | 15,842 |
| Interest paid | (110,971) | (333,651) |
| Income tax paid | (216,067) | (229,846) |
| Net cash generated from operating activities | 4,489,524 | 564,139 |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Purchase of financial assets at fair value through profit or loss | (14,547) | (34,284) |
| Proceeds from sale of financial assets at fair value through profit or loss | 24,490 | 8,140 |
| Net cash outflow on acquisition of subsidiary | - | (911) |
| Payments for property, plant and equipment | (8,046) | (10,925) |
| Proceeds from disposal of property, plant and equipment | 84 | 76 |
| (Continued) |
22
23
ALLTEK TECHNOLOGY CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| Increase in refundable deposits | $ (6,013) | $ (2,434) |
| Payments for intangible assets | (2,173) | (137) |
| Increase in prepayments for equipment | - | (33,217) |
| Dividends received | 36,787 | 28,826 |
| Net cash generated from (used in) investing activities | 30,582 | (44,866) |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Proceeds from short-term borrowings | 17,181,491 | 29,117,131 |
| Repayments of short-term borrowings | (17,091,780) | (29,881,477) |
| Proceeds from short-term bills payable | 380,000 | 155,000 |
| Proceeds from long-term borrowings | 11,007 | 11,144,420 |
| Repayments of long-term borrowings | (2,002,839) | (10,393,301) |
| Repayments of the principal portion of lease liabilities | (68,474) | (72,649) |
| Repayments of guarantee deposits received | (984) | (90,382) |
| Repayments of cash dividend | (584,838) | (487,859) |
| Change in non-controlling interests | - | 5,681 |
| Dividends paid to non-controlling interests | (29,413) | (13,721) |
| Net cash used in financing activities | (2,205,830) | (517,157) |
| EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES | (231,397) | 301,561 |
| NET INCREASE IN CASH | 2,082,879 | 303,677 |
| CASH AT THE BEGINNING OF THE YEAR | 749,056 | 445,379 |
| CASH AT THE END OF THE YEAR | $ 2,831,935 | $ 749,056 |
The accompanying notes are an integral part of the consolidated financial statements.
(Concluded)
24
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
Alltek Technology Corp.
Opinion
We have audited the accompanying financial statements of Alltek Technology Corp. (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 the 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.
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:
Recognition of Sales Revenue
The Company's major source of revenue comes from the trading of semiconductor components. Due to the large volume of sales transactions from semiconductor components, the amount of revenue is material to the Company's overall revenue and profit. There is a risk that revenue generated from specific sales clients may not occur; therefore, we identified the recognition of sales revenue as a key audit matter. Refer to Note 19 to the financial statements.
Our audit procedures performed in respect of the assessment of sales revenue included the following:
- We obtained an understanding of the design and implementation and tested the operating effectiveness of internal controls over sales revenue.
- We selected samples and performed tests of details for documents related to revenue derived from specific customers, including sales orders, shipping documents and customs export declarations, and we checked for any significant differences in collection status. We verified that revenue was recognized upon completion of the performance obligation and confirmed that recorded transactions have actually occurred.
- We inspected the subsidiary ledger to confirm significant sales returns and discounts, and we verified and confirmed the actual occurrence of the annual sales transactions.
Inventory Valuation and Allowance Risk
The balance of The company’s inventory is considered to be material to the total assets of the Company, and the specific semiconductor components are exposed to unsalable stock or obsolescence due to new developments in technological product demand, thus, such inventory may not be sold and the net realizable value of inventory may be lower than the carrying amount.
The management’s assessment of the net realised value of inventories in accordance with the requirements of IAS on inventories involves significant judgments, and the amount of inventories is material to the overall financial statements, the valuation of inventories as one of key audit matters.
Refer to Note 10 to financial statements.
Our audit procedures performed in respect of the assessment of inventory included the following:
- We obtained an understanding of the provision policy for the evaluation of inventory allowances, and assessed the appropriateness of adopt of the Company’s inventory provisioning policy in the financial statements.
- We obtained the statement for net realizable value of the inventory at the end of the period, and selected sample items of the data sources such as the selling price of the goods used in the net realizable value and the supporting evaluation documents for recalculation, thus, to confirm that the inventory was valued at lower of cost or net realizable value.
- We compared the provision rate of inventory allowance between the current period and the latest year, and review the inventory turnover days in each period to evaluated the adequacy of the inventory provision for obsoleted and damage loss.
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 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.
25
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 supervisors, 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.
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.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
26
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.
The engagement partners on the audits resulting in this independent auditors’ report are Liu Ming-Hsien and Chiu Meng-Chieh.
Deloitte & Touche
Taipei, Taiwan
Republic of China
March 12, 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.
27
ALLTEK TECHNOLOGY CORP.
BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |||
|---|---|---|---|---|
| ASSETS | Amount | % | Amount | % |
| CURRENT ASSETS | ||||
| Cash and cash equivalents (Notes 4 and 6) | $ 125,426 | 1 | $ 333,260 | 3 |
| Financial assets at amortized cost - current (Notes 4, 8 and 26) | 17,000 | - | 9,100 | - |
| Notes receivable, net (Notes 4 and 9) | 49 | - | 2,524 | - |
| Trade receivables, net (Notes 4, 9 and 25) | 6,697,139 | 43 | 4,490,431 | 32 |
| Other receivables (Notes 9 and 25) | 329,024 | 2 | 17,577 | - |
| Inventories (Notes 4, 5 and 10) | 2,242,032 | 14 | 3,419,686 | 24 |
| Other current assets | 22,562 | - | 14,019 | - |
| Total current assets | 9,433,232 | 60 | 8,286,597 | 59 |
| NON-CURRENT ASSETS | ||||
| Financial assets at fair value through profit or loss - non-current (Notes 4 and 7) | 88,053 | - | 91,849 | - |
| Investments accounted for using the equity method (Notes 4, 11 and 28) | 5,514,728 | 35 | 5,047,775 | 36 |
| Property, plant and equipment (Notes 4, 12 and 26) | 591,022 | 4 | 558,407 | 4 |
| Right-of-use assets (Notes 4 and 13) | 24,140 | - | 14,987 | - |
| Deferred tax assets (Notes 4 and 21) | 100,697 | 1 | 93,033 | 1 |
| Other non-current assets | 9,828 | - | 49,601 | - |
| Total non-current assets | 6,328,468 | 40 | 5,855,652 | 41 |
| TOTAL | $ 15,761,700 | 100 | $ 14,142,249 | 100 |
| LIABILITIES AND EQUITY | ||||
| CURRENT LIABILITIES | ||||
| Short-term borrowings (Notes 14 and 26) | $ 2,520,000 | 16 | $ 1,710,000 | 12 |
| Short-term bills payable (Note 14) | 2,150,000 | 14 | 1,680,000 | 12 |
| Contract liabilities (Note 19) | 214,232 | 1 | 11,784 | - |
| Trade payables, net (Note 25) | 2,430,688 | 15 | 1,678,052 | 12 |
| Other payables (Note 16) | 260,681 | 2 | 217,793 | 1 |
| Other payables to related parties (Notes 16 and 25) | 1,772,559 | 11 | 558,171 | 4 |
| Current tax liabilities (Notes 4 and 21) | 13,297 | - | 45,908 | - |
| Lease liabilities - current (Notes 4 and 13) | 14,679 | - | 8,546 | - |
| Current portion of long-term borrowings and bonds payable (Notes 4, 14, 15 and 26) | 11,641 | - | 232,369 | 2 |
| Other current liabilities (Notes 16 and 25) | 115,573 | 1 | 104,917 | 1 |
| Total current liabilities | 9,503,350 | 60 | 6,247,540 | 44 |
| NON-CURRENT LIABILITIES | ||||
| Long-term borrowings (Notes 14 and 26) | 326,359 | 2 | 2,151,494 | 15 |
| Deferred tax liabilities (Notes 4 and 21) | 609,997 | 4 | 498,515 | 4 |
| Lease liabilities - non-current (Notes 4 and 13) | 9,591 | - | 6,501 | - |
| Net defined benefit liabilities - non-current (Notes 4 and 17) | 17,932 | - | 17,793 | - |
| Other non-current liabilities (Note 11) | 4,830 | - | 1,053 | - |
| Total non-current liabilities | 968,709 | 6 | 2,675,356 | 19 |
| Total liabilities | 10,472,059 | 66 | 8,922,896 | 63 |
| EQUITY (Note 18) | ||||
| Share capital | ||||
| Ordinary shares | 2,353,912 | 15 | 2,330,449 | 16 |
| Capital surplus | 864,915 | 6 | 857,990 | 6 |
| Retained earnings | ||||
| Legal reserve | 710,552 | 4 | 639,978 | 5 |
| Unappropriated earnings | 1,240,068 | 8 | 1,141,751 | 8 |
| Total retained earnings | 1,950,620 | 12 | 1,781,729 | 13 |
| Other equity | ||||
| Exchange differences on translating the financial statements of foreign operations | 130,198 | 1 | 259,189 | 2 |
| Unrealized gains or losses on investments at fair value through other comprehensive income | (10,004) | - | (10,004) | - |
| Total other equity | 120,194 | 1 | 249,185 | 2 |
| Total equity | 5,289,641 | 34 | 5,219,353 | 37 |
| TOTAL | $ 15,761,700 | 100 | $ 14,142,249 | 100 |
The accompanying notes are an integral part of the financial statements.
29
ALLTEK TECHNOLOGY CORP.
STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| OPERATING REVENUE (Notes 19 and 25) | $ 25,943,628 | 100 | $ 23,087,572 | 100 |
| OPERATING COSTS (Notes 10 and 25) | (24,984,040) | (96) | (22,121,900) | (96) |
| GROSS PROFIT | 959,588 | 4 | 965,672 | 4 |
| UNREALIZED GAIN ON TRANSACTIONS WITH SUBSIDIARIES | (884) | - | (460) | - |
| REALIZED GAIN ON TRANSACTIONS WITH SUBSIDIARIES | 460 | - | 8,000 | - |
| REALIZED GROSS PROFIT | 959,164 | 4 | 973,212 | 4 |
| OPERATING EXPENSES (Notes 20 and 25) | ||||
| Selling and marketing expenses | (261,234) | (1) | (246,898) | (1) |
| General and administrative expenses | (216,068) | (1) | (165,157) | (1) |
| Research and development expenses | (88,235) | - | (77,076) | - |
| Total operating expenses | (565,537) | (2) | (489,131) | (2) |
| PROFIT FROM OPERATIONS | 393,627 | 2 | 484,081 | 2 |
| NON-OPERATING INCOME AND EXPENSES (Notes 20 and 25) | ||||
| Interest income | 35,547 | - | 8,497 | - |
| Other income | 9,915 | - | 12,478 | - |
| Other gains and losses | (142,440) | (1) | 22,662 | - |
| Finance costs | (103,815) | - | (229,906) | (1) |
| Share of profit or loss of subsidiaries (Note 11) | 680,553 | 3 | 565,261 | 3 |
| Total non-operating income and expenses | 479,760 | 2 | 378,992 | 2 |
| PROFIT BEFORE INCOME TAX | 873,387 | 4 | 863,073 | 4 |
| INCOME TAX EXPENSE (Notes 4 and 21) | (165,140) | (1) | (160,545) | (1) |
| NET PROFIT FOR THE YEAR | 708,247 | 3 | 702,528 | 3 |
| (Continued) |
ALLTEK TECHNOLOGY CORP.
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 | % | |
| OTHER COMPREHENSIVE INCOME | ||||
| Items that will not be reclassified subsequently to profit or loss: | ||||
| Remeasurement of defined benefit plans | $ (1,648) | - | $ 3,972 | - |
| Share of profit or loss of subsidiaries | - | - | (5,004) | - |
| Share of other comprehensive (loss) income of subsidiaries for using the equity method | 14 | - | 38 | - |
| Income tax relating to items that will not be reclassified subsequently to profit or loss | 329 | - | (794) | - |
| (1,305) | - | (1,788) | - | |
| Items that may be reclassified subsequently to profit or loss: | ||||
| Exchange differences on translating the financial statements of foreign operations | (159,088) | (1) | 229,439 | 1 |
| Share of other comprehensive income of subsidiaries and associates accounted for using the equity method | (2,151) | - | 2,110 | - |
| Income tax relating to items that may be reclassified subsequently to profit or loss | 32,248 | - | (46,310) | - |
| (128,991) | (1) | 185,239 | 1 | |
| Other comprehensive income for the year, net of income tax | (130,296) | (1) | 183,451 | 1 |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR | $ 577,951 | 2 | $ 885,979 | 4 |
| EARNINGS PER SHARE (Note 22) | ||||
| Basic | $ 3.02 | $ 3.02 | ||
| Diluted | $ 2.99 | $ 2.96 |
The accompanying notes are an integral part of the financial statements.
(Concluded)
ALLTEK TECHNOLOGY CORP.
STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| Share Capital | Capital Surplus (Note 18) | Retained Earnings | Other Equity | Total Equity | |||
|---|---|---|---|---|---|---|---|
| Legal Reserve | Unappropriated Earnings | Exchange Differences on Translating of the Financial Statements Foreign Operations | Unrealized Valuation Gain or Loss on Financial Assets at Fair Value Through Other Comprehensive Income | ||||
| BALANCE ON JANUARY 1, 2024 | $ 2,322,643 | $ 856,732 | $ 580,405 | $ 960,208 | $ 73,950 | $ (5,000) | $ 4,788,938 |
| Appropriation of 2023 earnings | |||||||
| Legal reserve | - | - | 59,573 | (59,573) | - | - | - |
| Cash dividends distributed by the Company | - | - | - | (464,628) | - | - | (464,628) |
| Changes in equity of associates accounted for using equity method | - | 8,663 | - | - | - | - | 8,663 |
| Cash dividends from capital surplus | - | (23,231) | - | - | - | - | (23,231) |
| Convertible bonds converted to ordinary shares | 7,806 | 14,279 | - | - | - | - | 22,085 |
| Net profit for the year ended December 31, 2024 | - | - | - | 702,528 | - | - | 702,528 |
| Other comprehensive income for the year ended December 31, 2024, net of income tax | - | - | - | 3,216 | 185,239 | (5,004) | 183,451 |
| Total comprehensive income for the year ended December 31, 2024 | - | - | - | 705,744 | 185,239 | (5,004) | 885,979 |
| Changes in percentage of ownership interests in subsidiaries | - | 1,547 | - | - | - | - | 1,547 |
| BALANCE ON DECEMBER 31, 2024 | 2,330,449 | 857,990 | 639,978 | 1,141,751 | 259,189 | (10,004) | 5,219,353 |
| Appropriation of 2024 earnings | |||||||
| Legal reserve | - | - | 70,574 | (70,574) | - | - | - |
| Cash dividends distributed by the Company | - | - | - | (538,051) | - | - | (538,051) |
| Cash dividends from capital surplus | - | (46,787) | - | - | - | - | (46,787) |
| Convertible bonds converted to ordinary shares | 23,463 | 49,090 | - | - | - | - | 72,553 |
| Net profit for the year ended December 31, 2025 | - | - | - | 708,247 | - | - | 708,247 |
| Other comprehensive income (loss) for the year ended December 31, 2025, net of income tax | - | - | - | (1,305) | (128,991) | - | (130,296) |
| Total comprehensive income (loss) for the year ended December 31, 2025 | - | - | - | 706,942 | (128,991) | - | 577,951 |
| Changes in percentage of ownership interests in subsidiaries | - | 4,622 | - | - | - | - | 4,622 |
| BALANCE ON DECEMBER 31, 2025 | $ 2,353,912 | $ 864,915 | $ 710,552 | $ 1,240,068 | $ 130,198 | $ (10,004) | $ 5,289,641 |
The accompanying notes are an integral part of the financial statements.
ALLTEK TECHNOLOGY CORP.
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 | $ 873,387 | $ 863,073 |
| Adjustments for: | ||
| Depreciation expense | 28,135 | 21,253 |
| Finance costs | 103,815 | 229,906 |
| Interest income | (35,547) | (8,497) |
| Net loss on financial assets at FVTPL | 3,796 | 722 |
| Share-based compensation | 3,648 | 304 |
| Share of profit of subsidiaries and associates | (680,553) | (565,261) |
| Gain on disposal of property, plant and equipment | (72) | - |
| Inventory depreciation and sluggish loss | 38,125 | 102,256 |
| Unrealized loss (gain) on the transactions with subsidiaries | 424 | (7,540) |
| Net gain on foreign currency exchange | (84,412) | (191,898) |
| Gain on disposal of investment | - | (1,026) |
| Other losses | (24) | 4,258 |
| Changes in operating assets and liabilities | ||
| Notes receivable | 2,475 | (2,306) |
| Trade receivables | (2,143,395) | (2,256,234) |
| Other receivables | (311,432) | 2,418,079 |
| Inventories | 1,139,529 | 2,982,355 |
| Financial assets at amortized cost - current | (7,900) | (250) |
| Other current assets | (8,548) | 35,097 |
| Contract liabilities | 202,448 | (10,463) |
| Trade payables | 765,524 | (804,330) |
| Other payables | 43,994 | 35,662 |
| Other payables to related parties | (960) | (22,373) |
| Other current liabilities | 15,150 | (95,536) |
| Net defined benefit liabilities - non-current | (1,509) | (737) |
| Cash (used in) generated from operations | (53,902) | 2,726,514 |
| Interest received | 35,531 | 8,497 |
| Interest paid | (103,815) | (251,201) |
| Income tax paid | (61,356) | (174,841) |
| Net cash (used in) generated from operating activities | (183,542) | 2,308,969 |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Purchase of financial assets at fair value through profit or loss | - | (2,198) |
| Purchase of investments accounted for using the equity methods | - | (7,359) |
| Dividends received from investment accounted for using the equity method | 56,702 | 36,641 |
| Payments for property, plant and equipment | (10,163) | (4,153) |
| Proceeds from disposal of property, plant and equipment | 72 | - |
| Increase in refundable deposits | - | (4,368) |
| (Continued) |
32
33
ALLTEK TECHNOLOGY CORP.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| Decrease in refundable deposits | $ 6,556 | $ - |
| Increase in prepaid equipment | - | (33,217) |
| Net cash generated from (used in) investing activities | 53,167 | (14,654) |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Increase in short-term borrowings | 16,200,000 | 22,657,050 |
| Decrease in short-term borrowings | (15,390,000) | (23,881,255) |
| Increase in short-term bills payable | 470,000 | 125,000 |
| Proceeds from long-term borrowings | - | 10,949,627 |
| Repayments of long-term borrowings | (1,973,494) | (10,180,000) |
| Other payables - related parties | 1,218,505 | (1,213,090) |
| Repayments of the principal portion of lease liabilities | (17,632) | (15,731) |
| Dividends paid to owners of the Company | (584,838) | (487,859) |
| Net cash used in financing activities | (77,459) | (2,046,258) |
| NET (DECREASE) INCREASE IN CASH | (207,834) | 248,057 |
| CASH AT THE BEGINNING OF THE YEAR | 333,260 | 85,203 |
| CASH AT THE END OF THE YEAR | $ 125,426 | $ 333,260 |
The accompanying notes are an integral part of the financial statements. (Concluded)
Appendix 4
ALLTEK TECHNOLOGY CORP. Disposition for 2025
Unit NTD
| Item | Amount | Note | ||
|---|---|---|---|---|
| Subtotal | Total | |||
| Unallocated surplus at beginning of period | 533,124,804 | |||
| Add: Net income after tax (attributable to parent company) for 2025 | 708,246,536 | |||
| Adjustments to retained earnings for investments accounted for using the equity method | 13,894 | |||
| Defined benefit plan remeasurement included in retained earnings | (1,318,382) | |||
| Net income for the period plus items other than net income for the period included in unappropriated earnings for the year | 706,942,048 | |||
| Less: Provision for legal reserve | (70,694,205) | |||
| Sub-total of available-for-distribution earnings | 1,169,372,647 | |||
| Current distribution - | ||||
| Shareholder dividends – Cash | (470,782,378) | 2.00 | D./S. | |
| Shareholder dividends – Stock | (117,695,590) | 0.50 | D./S. | |
| Subtotal of current distribution | (588,477,968) | |||
| Undistributed earnings at the end of the period | 580,894,679 |
Note:
1. The total amount of shareholder dividends for the current surplus distribution proposal is NT$588,477,968, calculated based on the current issued shares of 235,391,189 shares. This results in a total dividend of NT$2.50 per share for shareholders, including a cash dividend of NT$470,782,378 (NT$2.0 per share) and a stock dividend of NT$117,695,590 (the stock dividend per share is approximately NT$0.50, calculated by dividing the stock dividend by the issued shares and rounded to two decimal places; the actual stock dividend per share will be as stated in the dividend notice).
2. Cash dividends are calculated to the nearest dollar and are rounded down to dollar and are included in other income of the Company.
Chairperson: WU YI-WING
Manager: HSIEH HUNG-CHANG
Accounting Manager: Sun, Wei-Nan
34
Appendix 5
ALLTEK TECHNOLOGY CORP.
Procedures for Lending Funds to Others
Comparison of Amended Clause
| After | Before | Reason |
|---|---|---|
| II · Content: | ||
| 5. Loan Term and Interest Calculation Method: | ||
| (1) The term for each loan is typically less than one year. | ||
| (2) The interest rate for loaned funds is determined by mutual agreement, typically with reference to the deposit and loan interest rate levels of financial institutions. Transactions between affiliated enterprises are not subject to this restriction. The calculation and collection of loan interest shall be based on daily interest accrual and paid monthly. In special circumstances, adjustments may be made according to the actual situation with the consent of the Audit Committee and the resolution of the Board of Directors. | II · Content: | |
| 5. Loan Term and Interest Calculation Method: | ||
| (1) The term for each loan is typically less than one year. | ||
| (2) The interest rate on loans should not be lower than the highest interest rate the company receives on short-term borrowings from financial institutions. The company should calculate loan interest on a daily basis and collect it once a month. In special circumstances, with the agreement of the audit committee and approval of the board of directors, the method can be adjusted according to actual needs. | Revised in line with Company operations adjustments |
Appendix 6
The list of candidates for directors (including independent directors) nominated by the Board of Directors is as follows:
| Title | Name | Educational background | Experience | Current Title | Shareholding | |
|---|---|---|---|---|---|---|
| 1 | Director | WU, YU-WEN | EMBA, National Taiwan University | Head of R&D Department, Siemens Telecommunication Systems Ltd. Chairperson of Taiwan Wireless Application Promotion Association | Alltek Marine Electronics Corp. -- Chairperson. | |
| Alltek Group Corp., Alltek Technology (H.K.) Ltd., All Plus Co., Ltd., All Pan Co., Ltd., Pantek Technology Corp., YMY Co., Ltd., Pantek Global Corp., Alder Optomechanical Corp. -- Representative of juristic person chairperson. | ||||||
| General Life Biotechnology Co., Ltd., Yuban & Company. -- Representative of juristic person director, Taiwan 3D Technology Corp. -- Director StarCom Information Co., Ltd. -- Independent Director | 7,085,592 | |||||
| 2 | Director | HSIEH, HUNG-CHANG | EMBA, National Taiwan University | Senior Manager, Tatung Company | Alltek Technology Corp. -- General Manager Alder Optomechanical Corp., Alltek Technology (Singapore) Pte. Ltd. -- Representative of juristic person director | 1,351,092 |
| Title | Name | Educational background | Experience | Current Title | Shareholding | |
|---|---|---|---|---|---|---|
| 3 | Director | CHEN, HUNG-AN | National Taiwan University of Science and Technology Graduate Institute of Electronics Engineering | Chief Engineer, Siemens Telecommunication Systems Ltd. | Alltek Marine Electronics Corp. --The Director and General Manager | 6,649,444 |
| 4 | Director | Hsu-Huang Development Co., Ltd. - Representative HUANG, SHU-LIN | Fu Jen Catholic University Graduate Institute of Accounting | Assistant Manager of the Finance Department at Alltek Technology Corp. | Assistant Manager of the Finance Department at Alltek Technology Corp. Representative of juristic person director - Alltek Marine Electronics Corp. Representative of juristic person supervisor-Pantek Technology Corp. | 4,599,413 |
| 5 | Independent Director | SHUEN-ZEN LIU | Bachelor's Degree in Economics, National Taiwan University Ph.D. in Accounting, University of Pittsburgh, USA | Assistant Professor, University of Maryland, USA | Professor, Department and Graduate Institute of Industrial and Business Management, Chang Gung University Adjunct Professor, Department and Graduate Institute of Accounting, National Taiwan University |
| Title | Name | Educational background | Experience | Current Title | Shareholding | |
|---|---|---|---|---|---|---|
| 6 | Independent Director | LUAN BIN | Bachelor of Industrial Engineering, Tunghai University Master/PhD in Industrial Engineering, University of Wisconsin, USA | Dean of the College of Management, National Taiwan University of Science and Technology | Professor, Department of Business Administration, National Taiwan University of Science and Technology. Independent Director of Yu Ching Metal Co., Ltd. | |
| 7 | Independent Director | CHEN, CHAO-YU | PhD from Graduate Institute of Communication Engineering, National Tsing Hua University | Professor, Department of Electrical Engineering, National Cheng Kung University Associate Professor, Department of Engineering Science, National Cheng Kung University Assistant Technical Manager at MediaTek Inc. | Professor, Department of Electrical Engineering, National Cheng Kung University Director of the Graduate Institute of Computer and Communication Engineering, National Cheng Kung University |
Attachment 1
TECHNOLOGY CORP.
Articles of Incorporation
Chapter 1. General Provisions
Article 1
The Company is incorporated in accordance with the Company Act and shall have the name of ALLTEK TECHNOLOGY CORP.
Article 2
Business Scope of the Company are as follows:
(1) I301010 Software Design Services
(2) I301020 Data Processing Services
(3) I301030 Electronic Information Supply Services
(4) JB01010 Conference and Exhibition Services
(5) F401010 International Trade
(6) F102170 Wholesale of Foods and Groceries
(7) F203010 Retail sale of Food Products and Groceries
(8) 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 having its principal place of business in Taipei City, when necessary, it may establish branches at home and abroad upon approval of the resolution made by the Board of Directors.
Article 4
The Company shall not be limited in the total amount of its investment as provided in Article 13 of the Company Law when it invests externally as a limited liability shareholder of other companies.
Article 5
The Company may provide guarantee for business purposes.
Chapter 2. Shares
Article 6
The Company's capital is set at NT$ 3.5 billion, divided into 350 million shares of NT$10 each, which the Board of Directors is authorized to issue in tranches. Of this amount, NT$26 million is reserved for the issuance of employee stock options in the amount of 2.6 million shares at NT$10 per share.
In the event that the Company's shares are legally repurchased by the Company, the Board of Directors is authorized to set such shares in accordance with the law.
Article 7
The Company's share certificates shall be in registered form, and the shares issued may be issued without printing a share certificate, but shall be registered or kept by a centralized securities depository.
Article 8
No transfer of share certificates shall be permitted within 60 days prior to a regular meeting of shareholders, 30 days prior to a special meeting of shareholders, or within five days prior to the date fixed for allocating dividends, bonuses or other benefits.
Article 9
The Company's share affairs shall be handled in accordance with the "Guidelines for Handling Share Affairs of Publicly Traded Companies" promulgated by the competent authorities.
Article 9-1
If the Company transfers shares to employees at a price lower than the average price of the shares actually bought back, the transfer shall be approved by at least two-thirds of the votes of the shareholders present at the most recent shareholders' meeting representing a majority of the total number of issued shares before the transfer is made.
Article 9-2
If the Company issues employee stock options at a price lower than the closing price of the Company's common stock on the date of issuance, the stock options shall be issued only with the approval of at least two-thirds of the shareholders present at a stockholders' meeting representing a majority of the total number of shares outstanding.
Chapter 3. Shareholders Meetings
Article 10
Shareholders meetings are of two kinds as regular meetings and special meetings. Regular meetings shall be convened once a year within six months after the end of each fiscal year. Special meetings shall be convened whenever necessary according to relevant laws and regulations. The Company may convene shareholders' meetings in person in conjunction with videoconferencing, video conference or in such other manner as may be announced by the Central Authority.
Article 11
A shareholder unable to attend the General Meeting for any reason may appoint a proxy to attend a shareholders' meeting in his/her/its behalf by executing a power of attorney stating therein the scope of power authorized to the proxy. In addition to the provisions of Article 177 of the Company Act, the method of proxy attendance by shareholders shall be in accordance with the "Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies" promulgated by the competent authorities.
Article 12
As the shareholders' meeting be convened by the Board of Directors, it shall be chaired by the Chairperson. In case the chairman of the board of directors is on leave or absent or can not exercise his power and authority for any cause, the chairperson of the board of directors shall designate one of the directors. In the absence of such a designation, the managing directors or the directors shall elect from among themselves an acting chairman of the board of directors. Where as for a shareholders' meeting convened by any other person having the convening right, he/she shall act as the chairman of that meeting provided, however, that if there are two or more persons having the convening right, the chairman of the meeting shall be elected from among themselves.
Article 13
The shareholders of the Company shall have one vote per share, except for those shares which are not entitled to vote under Article 179 of the Company Act
Article 14
The resolution at the meeting of shareholders shall be adopted by a majority of the shareholders present who represent one-half or more of the total number of its outstanding shares, except as otherwise provided in the relevant Act.
Article 15
Resolutions adopted at a shareholders' meeting shall be recorded in the minutes of the meeting and all relevant matters shall be dealt with in accordance with Article 183 of the Company Act.
Chapter 4. Directors
Article 16
The Company shall constitute 7-11 directors whose term of office is three years. The directors are elected by the shareholders' meeting from among the members with legal capacity, and are all eligible for re-election. More than half of the directors shall be not a spouse or a relative within two degrees of kinship among each other. After the Company's public offering, the total shareholding of all directors shall be in accordance with the regulations of the security regulatory authority.
The number of independent directors shall not be less than three and shall not be less than 1/5 of the total number of directors. The Company shall adopt a candidate nomination system for directors, and shareholders shall elect directors from the candidate list. Independent directors and non-independent directors should be elected together and the number of elected places should be calculated separately. The professional qualifications, shareholdings, restrictions on concurrent employment, nomination and election of independent directors and other matters to be complied with shall be in accordance with the relevant regulations of the competent securities authorities.
The Company established the Audit Committee in accordance with Article 14-4 of the Securities Transaction Act. The Audit Committee and its members shall exercise their powers and duties and perform related matters in accordance with the relevant laws and regulations of the competent authorities. The Supervisor shall be abolished at the same time as the Audit Committee is established.
Article 17
The board of directors shall elect a chairman of the board directors from among the directors by a majority vote at a meeting attended by over two-thirds of the directors, and may also elect in the same manner a vice chairman of the board.
Article 18
The Board of Directors shall meet at least once a quarter. The Chairman of the Board may, if he deems it necessary or at the request of two persons, convene an extraordinary meeting, which shall be called by the Chairman of the Board and shall be chaired by him. In the absence of the Chairman, the Chairman shall designate a person to act as Chairman, or in the absence of such designation, the directors shall elect from among themselves a person to act as Chairman.
Article 19
If the Chairman of the Board is absent from office or is for any reason unable to exercise his powers and functions, he shall appoint a proxy in accordance with the provisions of Article 208 of the Company Act.
Article 20
Unless otherwise provided for in the Company Act, resolutions of the Board of Directors shall be adopted by a majority of the
directors at a meeting attended by a majority of the directors. If for any reason a director is unable to attend, he may appoint another director to act as his proxy by giving a power of attorney specifying the grounds for the call, but only if one person is appointed by another
Article 21
Minutes shall be taken of the proceedings of the meeting of the board of directors. A minute shall be signed or sealed by the Chairman and distributed to the Directors within twenty days after the meeting. The minutes shall record the proceedings and the results thereof, and shall be kept by the Company together with the book containing the signatures of the Directors present and the proxies for their attendance.
Article 22
(deleted)
Article 23
If a vacancy in the number of directors reaches one-third, the Board shall convene an interim meeting of shareholders within 60 days to elect a new director for the remainder of the term of office.
Article 24
The compensation of all directors shall be determined by the board of directors in accordance with the participation and the value of their contributions to the operations of the Company, regardless of the profit or loss of the business.
In the event that a director of the Company holds other positions in the Company, his or her remuneration for such positions shall be paid in accordance with the Company's internal regulations as authorized by the general meeting of shareholders.
The Company may purchase liability insurance for the Directors in respect of the performance of their duties during their term of office.
Chapter 5. Managerial Officers
Article 25
The Company may constitute one General Manager and several managerial officers, the approval on appointment, dismissal and remunerations shall be in accordance with the provisions of Article 29 of the Company Act and the Company's pay scale.
Article 26
The Company may, by resolution of the Board, employ consultants or senior officers.
Chapter 6. Final Accounts
Article 27
The Company has established a fiscal year beginning on January 1 and ending on December 31 each year.
Article 28
At the close of the fiscal year, the board of directors shall prepare the following statements and records and shall forward the same to audit committee for their auditing not later than the 30th day prior to the meeting date of a general meeting of shareholders and submit to the general meeting of shareholders for its ratification:
- the business report;
- the financial statements; and
- the surplus earning distribution or loss off-setting proposals.
Article 29
If the Company makes a profit in a year, not less than one percent shall be set aside as compensation to employees (at least 10% of the total amount of employee compensation shall be allocated to grassroots employees), which shall be distributed in shares or in cash by resolution of the Board of Directors, and shall include employees of the Company's subsidiaries who meets certain criteria; the Company may set aside not more than five percent of such profit as remuneration to directors by resolution of the Board of Directors. The compensation of employees and the remuneration of directors shall be reported to the shareholders' meeting.
However, if the Company has accumulated losses, it shall retain the amount of compensation in advance and then provide for the compensation of employees and remuneration of directors in accordance with the aforesaid ratio.
The Company may distribute remuneration to employees, issue new shares with restricted rights to employees, issue stock options to employees, issue new shares to employees to acquire shares, and acquire shares for transfer to employees who meet the criteria set by the Board of Directors for subordinate employees of the Company.
Article 30
If there is any surplus in the annual accounts of the Company, the Company shall pay tax and make up for the accumulated deficit, and then set aside 10% as legal reserve, provided that if the legal reserve has reached the amount of the Company's paid-in capital, no further provision shall be made, the remaining earnings are distributable to the Company after being appropriated or reversed in accordance with applicable laws and regulations as special reserves. If any earnings are not distributed at the start of the same period, the Board of Directors shall propose for the distribution of the surplus and submit it to the shareholders' meeting for resolution to distribute dividends to shareholders.
The special reserve mentioned above refers to the amount appropriated from the current year's earnings to match the net deduction under other equity items recognized in the current year. This is calculated by adding the current year's net income after tax and the
41
items recognized in retained earnings other than the current year’s net income. If the appropriated amount is still insufficient, the shortfall shall be appropriated from the prior year's unappropriated earnings. If the net deduction under other equity items pertains to prior periods, a special reserve in the same amount shall be appropriated from prior years’ unappropriated earnings. If the amount is still insufficient, the shortfall shall be appropriated from the current year’s net income after tax combined with items other than the current year’s net income that are recognized in the current year’s unappropriated earnings.
The distribution of dividends, bonuses, legal reserves, and capital reserves, in whole or in part, if made in cash, shall be authorized to be made by the Board of Directors with the presence of at least two-thirds of the Directors and with the consent of a majority of the Directors present, and reported to the shareholders in general meeting.
The Company's dividend policy considers factors such as operational needs and shareholder interests. Each year, the remaining after-tax profit, after deducting accumulated losses, allocating statutory surplus reserves, and making any necessary appropriations or reversals of special surplus reserves, will be distributed to shareholders, with no less than 50% of the balance. The dividends to shareholders may be paid in cash or stock, with the cash dividend accounting for no less than 30% of the total dividend amount.
Chapter 7. Endnote
Article 31
Rules of organization and office planning for the Company shall be separately provided by the board of directors
Article 32
Unspecified matters of the Articles of Incorporation hereto shall be handled in accordance with provisions of the Company Act and other decrees.
Article 33
The Articles shall come into effect upon resolution by the shareholders' meeting and approval by the competent authority, subject to changes.
Article 34
The Articles of Incorporation hereof was set on Apr.12, 1991.
The 1st amendment was made on Oct.5, 1992.
The 2nd amendment was made on May 19, 1993.
The 3rd amendment was made on Sep.4, 1995.
The 4th amendment was made on Feb.15, 1996.
The 5th amendment was made on Jun.18, 1997.
The 6th amendment was made on Jun.5, 1998.
The 7th amendment was made on Sep.20, 1999.
The 8th amendment was made on Aug.15, 2000.
The 9th amendment was made on Jan.10, 2001.
The 10th amendment was made on Mar.30, 2001.
The 11th amendment was made on Feb.26, 2002.
The 12th amendment was made on Mar.8, 2002.
The 13th amendment was made on Jul.10, 2002.
The 14th amendment was made on Jun.6, 2003.
The 15th amendment was made on Mar.10, 2004.
The 16th amendment was made on Jun.14, 2005.
The 17th amendment was made on Jun.9, 2006.
The 18th amendment was made on Jun.13, 2007.
The 19th amendment was made on May 30, 2008.
The 20th amendment was made on Jun.17, 2010.
The 21st amendment was made on Jun.22, 2012.
The 22th amendment was made on Jun.20, 2013.
The 23dth amendment was made on Jun.18, 2014.
The 24dth amendment was made on Jun.16, 2016.
The 25th amendment was made on Jun.20, 2017.
The 26th amendment was made on Jun.20, 2019.
The 27th amendment was made on Jun.21, 2022.
The 28th amendment was made on Jun. 18, 2024.
The 29th amendment was made on Jun. 17, 2025.
ALLTEK TECHNOLOGY CORP.
Chairperson:WU YI-WING
Attachment 2
ALLTEK TECHNOLOGY CORP.
Procedures for Lending Funds to Others
I. Objective:
In order to meet the actual operational needs of the company, funds need to be lent to other companies, all of which must be handled in accordance with this operation procedure. If there are matters not covered in this procedure, they will be handled according to the relevant laws and regulations.
II. Content:
- Loan objects:
The company's funds, except in the following cases, may not be loaned to shareholders or anyone else:
(1) Companies or firms that have business dealings with the company.
(2) Companies or firms that need short-term financing. The financing amount must not exceed 40% of the net value of the loan enterprise.
The aforementioned short term refers to a period of one year or one business cycle (whichever is longer).
The aforementioned financing amount refers to the cumulative balance of the company's short-term financing.
The lending of funds between foreign companies in which the company directly and indirectly holds 100% of the voting rights shares is not subject to the restriction of the second paragraph of the first item.
-
Reasons and necessity for lending funds to others:
When the company is engaged in lending funds due to business relationships with other companies or firms, it should comply with the provisions of the second paragraph of Article 3; in case of necessity for short-term financing, it is limited to the following situations:
(1) The company, which holds more than 50% of the shares, has a need for short-term financing due to business needs.
(2) Other companies or firms in need of short-term financing due to the purchase of materials or operational turnover needs.
(3) Other cases where the lending of funds is agreed upon by the board of directors of this company. -
Total amount of lending and individual object limits:
(1) The total amount of funds lent by this company to others should not exceed 50% of the company's net value, including:
a. For companies or firms that have business dealings with this company, the total amount of funds lent should not exceed 10% of the company's net value.
b. For companies or firms that need short-term financing, the total amount of funds lent should not exceed 40% of the company's net value.
(2) For companies or firms that have business dealings with this company, the individual lending amount should not exceed the higher of the purchase or sale amount with the company up to the time of lending in the most recent fiscal year or the current fiscal year, but not exceeding 10% of the company's net value.
(3) For companies or firms that need short-term financing, the individual lending amount should not exceed 10% of the company's net value.
(4) When this company, which directly and indirectly holds 100% of the voting rights of a foreign company, or a foreign company that directly and indirectly holds 100% of the voting rights of this company, needs to engage in lending funds for short-term capital circulation, the total amount of the loan should not exceed 100% of the net value of the loaned enterprise. The amount of the loan to each individual company should not exceed 100% of the net value of the loaned enterprise, and the capital circulation period should be limited to 2 years. -
Lending Procedures:
(1) Application:
a. The borrower should provide basic information and financial data, fill in the loan application form, describe the use of funds, loan period, and amount, and then submit it to the finance unit of the company.
b. If lending funds due to business relationships, the finance unit staff should assess whether the lending amount is equivalent to the business transaction amount; if necessary for short-term financing, the reasons and situations for borrowing funds should be listed, and a credit investigation should be conducted; in either of the above situations, relevant data and proposed lending conditions should be reported to the finance unit supervisor and the chairman, and after the audit committee agrees and submits it to the board of directors for resolution, no one else is authorized to decide.
c. Lending of funds between this company and its subsidiaries, or between subsidiaries, should be approved by the audit committee and proposed to the board of directors for resolution, and the chairman can be authorized to disburse or recycle loans to the same lending object within a certain amount and within a period not exceeding one year. The certain amount refers to the authorized amount of lending funds from this company or its subsidiaries to a single enterprise, which should not exceed 10% of the net value in the most recent financial statement of the said company. However, there are no restrictions on lending funds between foreign companies in which this company directly and indirectly holds 100% of the voting shares.
(2) Credit Investigation:
a. First-time borrowers should provide basic and financial information for the credit investigation process.
b. For repeat borrowers, in principle, a new credit investigation should be carried out when a new loan application is submitted. In the case of significant or urgent situations, a credit investigation may be conducted as necessary.
c. If the borrower has a good financial standing and has had an auditor perform a financing verification on their annual financial statements, a credit investigation report from the past year may be used, along with the auditor's report, as a reference for the loan.
d. When conducting a credit investigation on a borrower, the company should also evaluate the risks of the loan to the company's operations, financial condition, and shareholder equity.
(3) Loan Approval and Notification:
a. After the credit investigation and evaluation, if the board of directors decides not to proceed with the loan, the loan officer should promptly inform the borrower of the reasons for the rejection.
b. After the credit investigation and evaluation, if the board of directors approves the loan, the loan officer should promptly notify the borrower, detailing the loan conditions, including the amount, term, interest rate, collateral, and guarantor requirements. The borrower should then complete the contract procedures within the specified time.
(4) Collateral:
When the company conducts a loan, it should obtain a promissory note for the same amount as the loan. When necessary, it should also arrange for collateral in the form of movable or immovable property insured in the company's name. If the debtor provides a guarantee from a financially capable and credible individual or company instead of collateral, the board of directors may consider this based on the finance department's credit report. If the guarantor is a company, it should be noted whether its charter includes provisions for acting as a guarantor.
(5) Scope of Authorization:
When the company conducts a loan, after a credit investigation by the finance department, it should be approved by the chairman and agreed upon by more than half of the members of the audit committee. After this, it should be approved by the board of directors. No other person may be authorized to make the decision. If less than half of the members of the audit committee agree, it can be approved by more than two-thirds of all directors, and the decision of the audit committee should be recorded in the minutes of the board meeting.
-
Loan Term and Interest Calculation Method:
(1) The term of each loan should be less than one year as a principle.
(2) The interest rate on loans should not be lower than the highest interest rate the company receives on short-term borrowings from financial institutions. The company should calculate loan interest on a daily basis and collect it once a month. In special circumstances, with the agreement of the audit committee and approval of the board of directors, the method can be adjusted according to actual needs. -
Follow-up Control Measures for Loans Already Granted and Procedures for Handling Overdue Debts:
(1) After the loan is disbursed, the company should regularly monitor the borrower's and guarantor's financial and business situations and related credit status. If collateral is provided, its value should also be monitored for changes. In the event of significant changes, the chairman should be informed immediately and appropriate measures should be taken as directed.
(2) When the loan is due or repaid before the due date, the borrower should first calculate the interest due. After the principal and interest have been repaid, the promissory note or other loan documents can be cancelled and returned to the borrower or the mortgage rights can be annulled.
(3) When the loan is due, the borrower should immediately repay the principal and interest in full. -
Internal Control:
(1) The company, when dealing with lending, should establish a register for reference, detailing the lending targets, amounts, board approval dates, lending dates, and matters that should be prudently evaluated according to this procedure.
(2) The company's internal auditors should audit the procedure and its implementation for lending to others at least every quarter, and keep written records. If any significant violations are found, they should immediately notify members of the audit committee in writing.
(3) If the company's situation changes, causing the lending target to not meet the requirements of this procedure or the balance to exceed the limit, the auditing unit should urge the finance unit to set a deadline to recover the excess lending funds, submit the improvement plan to the audit committee, and complete the improvement according to the plan schedule. -
Information Disclosure:
(1) The company should announce the balance of the company and its subsidiaries' lending for the previous month before the 10th of each month.
(2) If the balance of the company's lending reaches any of the following standards, it should be announced and reported within two days from the date of occurrence:
a. The balance of the company and its subsidiaries' lending to others reaches 20% or more of the net value in the company's most recent financial statement.
b. The balance of the company and its subsidiaries' lending to a single enterprise reaches 10% or more of the net value in the company's most recent financial statement.
c. The company or its subsidiaries' new lending amount reaches more than NT$10 million and 2% of the net value in the company's most recent financial statement.
If the company's subsidiary is not a publicly traded company in Taiwan, the company should handle the disclosure and reporting requirements for the subsidiary. -
Control Procedure for Subsidiaries Lending to Others:
(1) If the company's subsidiary intends to lend funds to others, it should also establish this operation procedure and follow it; however, the net value is calculated based on the net value of the subsidiary.
(2) The subsidiary should compile a detailed table of lending to other companies for the previous month before the 5th of each month and submit it to the parent company.
(3) The subsidiary's internal auditors should also audit the procedure and its implementation for lending to others at least every quarter, and keep written records. If they discover any significant violations, they should immediately notify the parent company's auditing unit in writing, which should then provide the written information to the audit committee.
(4) When the company's auditors audit the subsidiary according to the annual audit plan, they should also understand the implementation of the subsidiary's procedure for lending to others. If any shortcomings are found, they should continuously track its improvement and submit a tracking report to the audit committee and the chairman of the board.
III. Other Matters:
-
The company should assess the situation of lending and make appropriate provisions for bad debts, disclose relevant information in the financial report, and provide relevant information for the auditor to perform necessary audit procedures and issue an appropriate audit report.
-
For matters not covered in this operation procedure, the relevant laws and regulations and the company's related rules should be followed.
IV. Penalties:
If the company's managers and responsible personnel violate this operation procedure, they will be reported for assessment according to the company's personnel management measures, and will be punished according to the severity of their cases.
V. Effectiveness and Revision:
The company's procedures for lending funds to others must be agreed upon by more than half of the full members of the Audit Committee, and then passed by a resolution of the board of directors, and submitted to the shareholders' meeting for approval. If it is not agreed upon by more than half of the full members of the Audit Committee, it may be approved by more than two-thirds of all directors, and the resolution of the Audit Committee should be clearly stated in the minutes of the board of directors meeting. If any director expresses objections and there are records or written statements, the company should submit its objections to the shareholders' meeting for discussion. The same applies to amendments.
45
Attachment 3
ALLTEK TECHNOLOGY CORP.
Rules of Procedure for Shareholders 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.
Changes to how this Corporation convenes its shareholders meeting shall be resolved by the board of directors, and shall be made no later than mailing of the shareholders meeting notice.
Article 2
The term "Shareholder" in these Rules means a Member present in person or by proxy.
Article 3
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.
For virtual shareholders meetings, shareholders may begin to register on the virtual meeting platform 30 minutes before the meeting starts. Shareholders completing registration will be deemed as attend the shareholders meeting in person.
Article 4
Shareholders and proxies (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.
After a proxy form has been delivered to this Corporation, if the shareholder intends to attend the meeting in person or by virtual method 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.
Article 5
Attendance at shareholders meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in.
Article 6
When the government or a legal entity is a shareholder, the representative attending the shareholder's meeting is not limited to one person. When a legal entity is entrusted to attend the shareholder's meeting, it can only appoint one representative to attend.
Article 7
The venue for a shareholders meeting shall be the premises of this Corporation, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m.
The restrictions on the place of the meeting shall not apply when this Corporation convenes a virtual-only shareholders meeting. When this Corporation convenes a virtual-only shareholders meeting, both the chair and secretary shall be in the same location, and the chair shall declare the address of their location when the meeting is called to order.
To convene a virtual shareholders meeting, this Corporation shall include the follow particulars in the shareholders meeting notice:
- How shareholders attend the virtual meeting and exercise their rights.
- Actions to be taken if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events, at least covering the following particulars:
(1) To what time the meeting is postponed or from what time the meeting will resume if the above obstruction continues and cannot be removed, and the date to which the meeting is postponed or on which the meeting will resume.
(2) Shareholders not having registered to attend the affected virtual shareholders meeting shall not attend the postponed or resumed session.
(3) In case of a hybrid shareholders meeting, when the virtual meeting cannot be continued, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue. The shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, and the shareholders attending the virtual meeting online shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.
(4) Actions to be taken if the outcome of all proposals have been announced and extraordinary motion has not been carried out.
3. To convene a virtual-only shareholders meeting, appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online shall be specified.
Article 8
If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the chairperson shall appoint one of the directors to act as chair. Where the chairperson does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chair.
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 by person delegated by Company Act and related law.
Article 9
This Corporation may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders meeting.
Staff handling administrative affairs of a shareholders meeting shall wear identification cards or arm bands.
Article 10
This Corporation, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures. The recorded materials of the preceding paragraph shall be retained for at least 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 of the litigation.
In case of a virtual shareholders meeting, this Corporation is advised to audio and video record the back-end operation interface of the virtual meeting platform.
Article 11
If the shareholders representing more than one-half of the total number of issued shares are present at the time of the meeting, the chairman shall immediately announce the opening of the meeting and at the same time announce the number of non-voting shares and the number of shares present, etc.; if the shareholders present are less than the above quorum, the chairman may announce the adjournment of the meeting, which shall be limited to two times, and the total time of the adjournment shall not exceed one hour. If the quorum is still not met after two adjournments, and if more than one-third of the total number of issued shares are present, the meeting may be adjourned in accordance with Article 135(1) of the Company Law, which stipulates that "a resolution shall be made with the consent of a majority of the votes of the shareholders present", except for special resolutions as provided for in the Company Law, which shall be made in accordance with the Company Law.
If, before the conclusion of the meeting, the number of shares represented by the shareholders present reaches a majority of the total number of shares in issue, the chairman may re-submit a fictitious resolution to the shareholders' meeting for a vote in accordance with Article 134 of the Companies Act.
Article 12
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. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting. The provisions of the preceding paragraph apply mutatis mutandis to a shareholders meeting convened by a party with the power to convene that is not the board of directors. The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.
The 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 not elected and number of votes they received.
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 13
Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number, and account name. The order in which shareholders speak will be set by the chair. A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.
Article 14
Each shareholder present may not speak more than twice on the same motion, each time for not more than five minutes, unless the Chairman agrees with the explanation of the proposal or the answer to a question.
When a corporation is entrusted with the attendance of a general meeting, it may appoint only one representative to attend. If more than two representatives are appointed by a corporate shareholder to attend a general meeting, only one person may speak on the same motion.
The Chairman may stop any member present who speaks for any length of time, for any time out of order or outside the scope of the question.
When a member is present to speak, no other member shall interfere except with the consent of the chairman and the member speaking, and the chairman shall stop any such interruption.
Anyone who does not comply with the President's decision in the preceding two paragraphs shall be subject to the provisions of Article 18, paragraph 2.
Article 15
After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
Where a virtual shareholders meeting is convened, shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform from the chair declaring the meeting open until the chair declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. The regulations in paragraphs 1 to 5 do not apply.
47
As long as questions so raised in accordance with the preceding paragraph are not in violation of the regulations or beyond the scope of a proposal, it is advisable the questions be disclosed to the public at the virtual meeting platform.
Article 16
The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals; 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.
Article 17
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.
Article 18
Voting on motions shall be based on shares and shall be approved by a majority of the votes of the shareholders present, unless otherwise provided in the Company Law. If no objection is raised after consultation with the chairman, the motion shall be deemed to be approved. It shall have the same effect as a vote. The result of the vote shall be reported on the spot and a record thereof shall be made.
When this Corporation convenes a virtual shareholders meeting, after the chair declares the meeting open, shareholders attending the meeting online shall cast votes on proposals and elections on the virtual meeting platform before the chair announces the voting session ends or will be deemed abstained from voting.
In the event of a virtual shareholders meeting, this Corporation shall disclose real-time results of votes and election immediately after the end of the voting session on the virtual meeting platform according to the regulations, and this disclosure shall continue at least 15 minutes after the chair has announced the meeting adjourned.
Article 19
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 20
When a meeting is in progress, the chair may announce a break based on time considerations.
Article 21
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." Shareholders shall obey the chairman and Proctors in the maintenance of order. When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.
Article 22
In the event of a virtual shareholders meeting, this Corporation may offer a simple connection test to shareholders prior to the meeting, and provide relevant real-time services before and during the meeting to help resolve communication technical issues.
In the event of a virtual shareholders meeting, when declaring the meeting open, the chair shall also declare, unless under a circumstance where a meeting is not required to be postponed or resumed at another time under Article 44-20, paragraph 4 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events before the chair has announced the meeting adjourned, and the obstruction continues for more than 30 minutes, the meeting shall be postponed or resumed on another date within five days, in which case Article 182 of the Company Act shall not apply. For dates or period set forth under Article 12, second half, and Article 13, paragraph 3 of Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, and Article 44-5, paragraph 2, Article 44-15, and Article 44-17, paragraph 1 of the Regulations Governing the Administration of Shareholder Services of Public Companies, this Corporations shall handle the matter based on the date of the shareholders meeting that is postponed or resumed under the second paragraph.
For a meeting to be postponed or resumed as described in the preceding paragraph, shareholders who have not registered to participate in the affected shareholders meeting online shall not attend the postponed or resumed session.
For a meeting to be postponed or resumed under the second paragraph, the number of shares represented by, and voting rights and election rights exercised by the shareholders who have registered to participate in the affected shareholders meeting and have successfully signed in the meeting, but do not attend the postpone or resumed session, at the affected shareholders meeting, shall be counted towards the total number of shares, number of voting rights and number of election rights represented at the postponed or resumed session.
During a postponed or resumed session of a shareholders meeting held under the second paragraph, no further discussion or resolution is required for proposals for which votes have been cast and counted and results have been announced, or list of elected directors and supervisors.
When this Corporation convenes a hybrid shareholders meeting, and the virtual meeting cannot continue as described in second paragraph, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, still meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue, and not postponement or resumption thereof under the second paragraph is required.
Under the circumstances where a meeting should continue as in the preceding paragraph, the shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, provided these shareholders shall be deemed abstaining from voting on all proposals on meeting agenda of that
48
shareholders meeting.
When postponing or resuming a meeting according to the second paragraph, this Corporation shall handle the preparatory work based on the date of the original shareholders meeting in accordance with related law.
Article 23
These Rules shall come into operation upon their adoption by the Shareholders' Meeting and shall be amended in the same manner.
49
Attachment 4
ALLTEK TECHNOLOGY CORP.
Procedures for Election of Directors
-
The election of the directors of this company shall be conducted in accordance with this method, unless otherwise stipulated by the Company Law or other related laws and regulations and the articles of incorporation of this company.
-
The election of the directors of this company adopts the named cumulative voting method, where each share has the same number of voting rights as the number of directors to be elected, and one person can be elected centrally or a number of people can be elected separately.
The name of the elector is represented by the attendance certificate number printed on the ballot. Ballots are issued by the board of directors. The format, content, and items that can be filled in are all based on the ballot printer, and no unauthorized additions, deletions, or alterations are allowed. Only one name can be filled in each column for the candidate's name; those who distribute ballots according to the number of people to be elected and have evenly printed the number of ballot rights can only fill in the name (name, representative) of the candidate, the account number or ID number, and each ballot is limited to one name.
This company may be provided with a list of recommended directors for the next term by the shareholders with voting rights, as a reference for the appointment of directors.
- The directors of this company are elected according to the quota stipulated in the articles of incorporation of this company, and those with more election rights obtained from the ballots are elected. Independent directors and non-independent directors are elected in turn, and the votes of directors are elected together with independent directors and non-independent directors, but they are voted separately and elected separately. If two or more people have the same number of election rights and exceed the stipulated quota, they will be determined by drawing lots. Those who are absent will be drawn by the chairman.
There should be more than half of the seats between the elected directors of this company, and they should not have a spousal or second-degree relative relationship.
When the elected director of this company does not comply with the preceding paragraph, the director who does not comply with the regulations and has fewer votes representing the election rights, his election will lose its effect.
-
When the election begins, the chairman appoints a certain number of ballot supervisors and vote counters to carry out various related tasks. However, the ballot supervisors must be shareholders.
-
The duties of the ballot supervisors are as follows:
(1) Before the voting starts, the ballot box is publicly inspected.
(2) Monitor the order and check for any omissions and violations in the voting.
(3) After the voting is completed, unseal and collect the votes.
(4) Supervise the vote counting process.
(5) Monitor the vote counters recording the number of votes received by each candidate, and sign the vote counting report along with the vote counters.
(6) Sign on the sealed envelope of the ballots, to prove the fact of sealing.
The calculation of the number of voting rights is conducted without announcing the votes.
The calculation of the number of voting rights is conducted without announcing the votes.
- The ballot is invalid under any of the following circumstances:
(1) If it is not the ballot specified by this method.
(2) If a blank ballot is put into the ballot box.
(3) If any other text is included besides the candidate's name and shareholder account number or ID number.
(4) If the handwriting is blurry and unrecognizable.
(5) If the name of the candidate filled in does not match the one listed in the shareholder register.
(6) If the name of the candidate filled in is the same as the name of another shareholder, and the shareholder account number or ID number is not filled in for identification.
(7) If the name of the candidate filled in does not match the ID number of the person.
-
When there is a question about a ballot, the ballot supervisor should first verify whether it should be invalidated. Invalid ballots should be put aside separately. After the vote counting is completed, the number of votes and voting rights are announced, and the ballot supervisor should approve the invalidation and sign it.
-
After verifying the total of valid and invalid ballots by the inspectors, the number of valid votes and their voting rights, and the number of invalid votes and their voting rights are filled in the record form respectively, and handed to the host for on-the-spot announcement, and the chairman announces the list of elected candidates.
-
This method will be implemented after being approved by the shareholders' meeting, the same applies when it is amended.
Attachment 5
ALLTEK TECHNOLOGY CORP.
Shareholding Status of the Directors
2026.04.14
| Position | Name | Shares | Share holding ratio |
|---|---|---|---|
| Chairoperson | WU YI-WING | 7,085,592 | 3.01% |
| Director | CHEN HONG-AN | 6,649,444 | 2.82% |
| Director | WU YUH-TWEN | 1,475,084 | 0.63% |
| Director | HSIEH HUNG-CHANG | 1,351,092 | 0.57% |
| Independent Director | LIU SHUEN-ZEN | - | - |
| Independent Director | HWANG CHIN-YEONG | - | - |
| Independent Director | WANG CHUN-HSIAO (Note) | - | - |
| Total | 16,866,212 | 7.03% |
Note : Resigned on June 30.2025
- As of April 14, 2026, the Company has issued 235,391,189 shares.
- In accordance with Article 26 of the Securities and Exchange Act, the directors of the Company together shall hold at least 12,000,000 shares.
- The total number of shares held by all directors recorded in the shareholders' register as at the commencement date of the shareholders' meeting complied with the requirements of the Act.