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AMTRAN — AGM Information 2026
Jun 1, 2026
52121_rns_2026-06-01_d8070a03-4291-4b80-8db8-8fda7ce843d4.pdf
AGM Information
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2026 Shareholders' Meeting of AmTRAN Technology Co., Ltd.
Time: 9.00 am, May 28, 2026 (Thursday)
Venue: 17F., No. 268, Liancheng Rd., Zhonghe Dist., New Taipei City (Multipurpose Conference Room)
Attendance: The total number of shares represented by shareholders and shareholder proxies present is 363,048,930 shares, accounting for 59.51% of the total issued shares of the company, numbering 610,000,000. This includes 74,157,543 shares voting electronically; The Annual Shareholders' Meeting was attended in person by the following 8 directors: Chairman Alpha Wu, Director Sam Wu (Representative of Hsuan Fa Co., Ltd.), Director Tina Wu (Representative of Yowshiuan Investments Inc.), Director Rick Wu (Representative of Rick Inc.), Director Hsu, Chih-Chang (Representative of Hua Jung Components Co., Ltd.), Independent Director Wei, Hong-Jheng (Convener of the Audit Committee), Independent Director Chou, Dah-Jen, Independent Director Chow, Cheng-Hu, and Independent Director Chang-Ying Hsu. The number of directors in attendance exceeded half of the total 11 director seats.
Attendance:
Mr. Scottie Chiu, Chief Financial Officer; Mr. Shih, Chih-Hung, General Counsel; Mr. Wu, Jen-Chieh, CPA, PWC; Mr. Chen, Wei-Jen, Attorney, C.C. & C. Law Firm
Chair: Chairman, Alpha Wu
Minutes: Wang Chien-Wen
Meeting Procedure:
I. Calling of Meeting to Order (Shareholder Attendance Report)
II. Meeting Protocol
III. Report Items
- Business Report for 2025 (Acknowledged).
- Audit Committee's Review Report for 2025 (Acknowledged).
- Director's Remuneration for 2025 (Acknowledged)
- Distribution of Director and Employee Remuneration for 2025 (Acknowledged).
- Distribution of Cash Dividends for 2025 (Acknowledged).
- Capital Loans and Endorsement/Guarantees for 2025 (Acknowledged).
- Implementation of Related Party Transactions for 2025 (Acknowledged).
There were no questions from the shareholders during the meeting.
IV. Ratification Items
(Proposed by the Board of Directors)
Proposal 1: Business Report and Financial Statements for 2025.
Description:
- The Company's financial statements for 2025 have been prepared and approved by the Board of Directors as well as audited by CPAs Wu, Jen-Chieh and Chang, Shu-Chiung from PwC Taiwan, with an audit report issued by the CPAs. They have been submitted together with the Company's business report to the Audit Committee for review. A review report has been issued by the Audit Committee.
- Kindly refer to Attachment I for the Company's business report and Attachment III for the Company's Independent Auditors' Report and Financial Statements for 2025.
Resolution: This motion has been voted on and passed with a majority that exceeds the required number of votes. There were no questions from shareholders during the period.
The voting results for this motion are as follows:
Number of voting rights present at the vote: 350,006,736
| Voting Results | Proportion of voting rights present |
|---|---|
| Number of votes in favor: | |
| 330,436,921 | |
| (Including votes 55,223,867 available) | 94.40% |
Proposal 2: Profit Distribution Statement for 2025.
Description: The Company's net profit for the year 2025, combined with other comprehensive income, amounted to NT$791,098,700. Adding the beginning undistributed earnings of NT$2,214,309,322 and deducting the legal reserve of NT$79,109,870, the distributable earnings for the period totaled NT$2,926,298,152. For the Company's earnings distribution statement for the year 2025, please refer to Attachment VI.
Resolution: This motion has been voted on and passed with a majority that exceeds the required number of votes. There were no questions from shareholders during the period.
The voting results for this motion are as follows:
Number of voting rights present at the vote: 350,006,736
| Voting Results | Proportion of voting rights present |
|---|---|
| Number of votes in favor: 330,947,137 (Including 55,734,083 votes available to cast electronically) | 94.55% |
| Number of votes against: 203,802 (including 203,802 votes available to cast electronically) | 0.05% |
| Number of votes against: 100,813 (including 100,813 votes available to cast electronically) | 0.00% |
V. Discussion Items
(Proposed by the Board of Directors)
Proposal 1: Proposed amendments to the Company's "Regulations Governing the Acquisition and Disposal of Assets" are submitted for discussion.
Description: In order to comply with the amended legal provisions and to meet the future operational needs of the Company, it is proposed to amend certain articles of the Regulations Governing the Acquisition and Disposal of Assets. Please kindly refer to Attachment VII for the comparison table of articles before and after the amendments to the Articles of Incorporation.
Resolution: This motion has been voted on and passed with a majority that exceeds the required number of votes. There were no questions from shareholders during the period.
The voting results for this motion are as follows:
Number of voting rights present at the vote: 350,006,736
| Voting Results | Proportion of voting rights present |
|---|---|
| Number of votes in favor: 328,959,358 (including 53,746,304 votes available to cast electronically) | 93.98% |
| Number of votes against: 2,200,781 (including 2,200,781 votes available to cast electronically) | 0.62% |
| Invalid shares: 0 shares | 0.00% |
| Abstentions/Nonvoting Shares: 18,846,597 shares (including 18,210,458 votes available to cast electronically) | 5.38% |
VI. Extempore Motions: None.
VII. Meeting Adjourned (9:19 a.m.).
(This report only outlines the key points of the meeting. For detailed content, please refer to the audio and video recordings from the event.)
Attachment I.
AmTRAN Technology Co., Ltd. Business Report
In 2025, the Company achieved consolidated revenue of NT$24.659 billion, representing a 6.13% increase compared to the previous year and reaching the highest level in nearly nine years. Operating profit for the full year grew by 140% from the prior year, amounting to NT$437 million. Profit before tax was NT$1.028 billion, and net profit after tax was NT$811 million, with earnings per share of NT$1.22.
AmTRAN Technology Co., Ltd. continued to advance operational structure optimization and strategic adjustments amid a volatile and challenging business environment last year. The overall operational results demonstrated effectiveness, with improvements in both revenue growth and profit quality.
In terms of operational efficiency, the Company has continuously implemented automation and AI-related technologies in its television and display production lines. Currently, the overall automation rate has reached approximately 60%, effectively enhancing production efficiency and reducing manufacturing costs. Through AI automation and product portfolio optimization, the Company's gross profit in 2025 increased by 15% compared to the previous year, with the gross margin rising to nearly 10%, fully reflecting the effectiveness of product mix adjustments and cost control on profitability.
AmTRAN Technology Co., Ltd. continuously adjusted its product portfolio in response to market demand and profitability structure, gradually increasing the revenue proportion of high value-added products. In 2025, the revenue contribution from high-value non-television products increased to 83%, with video conferencing systems serving as the primary growth driver. The Company has also successfully developed an AIoT intelligent sensing system, which can be applied to office environment monitoring, injecting new growth momentum into future operations.
Regarding manufacturing layout, in response to geopolitical risks and customer demand for a "China+1" strategy and production in non-communist countries, the Company, in addition to its existing manufacturing base in Suzhou, China, has completed the third-phase expansion of its factory in Vietnam and simultaneously resumed its manufacturing lines in Taiwan to begin supplying customers. This further strengthens global manufacturing flexibility and supply chain resilience.
Looking ahead to 2026, driven by demand stimulated by the FIFA World Cup, the Company expects shipment volumes of its main product lines—including displays, computer peripherals,
and video products—to increase. The Company will continue to respond prudently to market changes and flexibly adjust its operational strategies, balancing growth pursuits with risk management and long-term development.
Finally, on behalf of the management team, we would like to express our sincere gratitude to all shareholders, customers, and employees for their long-term support and dedication. AmTRAN Technology Co., Ltd. will continue to enhance its operational structure and maintain stable profitability to create long-term value for shareholders and advance toward the goal of sustainable management.
Chairman Alpha Wu
General Manager Sam Wu
Accounting Manager Scottie Chiu
Attachment II.
AmTRAN Technology Co., Ltd.
Audit Committee Review Report
The Board of Directors has prepared the Company’s business report, financial statements, and profit distribution statement for 2025, of which the 2025 financial statements have been audited by CPAs Wu, Jen-Chieh and Chang, Shu-Chiung from PwC Taiwan. An audit report has also been issued by the CPAs. The abovementioned business report for 2025, financial statements, and profit distribution statement have been reviewed by the Audit Committee, which found no irregularities therein. Therefore, this report is hereby submitted in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.
2026 shareholders’ meeting of Amtran Technology Co., Ltd
AmTRAN Technology Co., Ltd.
Convener of Audit Committee: Wei, Hong-Jheng
Date: March 4, 2026
INDEPENDENT AUDITORS' REPORT TRANSLATED FROM CHINESE
To the Board of Directors and Stockholders of Amtran Technology Co., Ltd.
Opinion
We have audited the accompanying parent company only balance sheets of Amtran Technology Co., Ltd. (the “Company”) as at December 31, 2025 and 2024, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of material accounting policies.
In our opinion, based on our audits and the report of other auditors (please refer to the Other matter section), the accompanying parent company only financial statements present fairly, in all material respects, the financial position of the Company as at 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 Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ responsibilities for the audit of the parent company only financial statements section of our report. We are independent of 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. Based on our audits and the report of other independent auditors,
we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Company’s 2025 parent company only financial statements. These matters were addressed in the context of our audit of the parent company only financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.
Key audit matters for the Company’s 2025 parent company only financial statements are stated as follows:
Allowance for inventory valuation losses
Description
Refer to Note 4(12) for accounting policies on inventory valuation, Note 5(2) for the uncertainty of accounting estimates and assumptions applied on inventory valuation, and Note 6(5) for details of inventory. As at December 31, 2025, the balances of inventory and allowance for inventory valuation losses were NT$209,324 thousand and NT$3,186 thousand, respectively.
The Company is primarily engaged in manufacturing and sales of 3C electronic products. Due to rapid technology innovations, short lifespan of electronic products and fluctuations in market prices, there is a higher risk of inventory losses due from market value decline. The Company recognises inventories at the lower of cost and net realisable value, and identifies the net realisable value of separately identified inventories using the item by item approach in determining the lower of cost and net realisable value and corroborating against supporting documents those inventory items separately identified as obsolete and damaged in recognising valuation losses.
As the net realisable value used in the valuation of obsolete and damaged inventories usually involves subjective judgement and high degree of uncertainty, and the amounts of inventories and allowance for inventory valuation losses are material to the financial statements, we considered the allowance for inventory valuation losses as a key audit matter.
How our audit addressed the matter
We performed the following audit procedures on the above key audit matter:
A. Assessed the reasonableness and consistent application of provision policies and procedures on allowance for inventory valuation losses based on the understanding of the Company's business and industrial nature;
B. Obtained valuation statement of net realisable value of inventory, understood the calculation logic, verified relevant accounting records and selected samples from the data sources of net realisable value; and
C. Obtained the details of obsolete and damaged inventories which were separately identified by management, examined relevant documents, verified accounting records in comparing the allowance for inventory valuation losses of prior period, and assessed the reasonableness of allowance for inventory valuation losses.
Other matter – Reference to the audits of other auditors
As described in Note 6(7), we did not audit the financial statements of certain investments accounted for under the equity method which were audited by other auditors. Therefore, our opinion expressed herein, insofar as it relates to the amounts and information disclosed in Note 13 included in respect of this associate, is based solely on the report of the other auditors. The balance of this investment accounted for under the equity method amounted to NT$447,516 thousand and NT$478,134 thousand as at December 31, 2025 and 2024, respectively, and the comprehensive income (loss) recognised from associates and joint ventures accounted for under the equity method amounted to NT$(19,065) thousand and NT$37,301 thousand for the years then ended, respectively.
Responsibilities of management and those charged with governance for the financial statements
Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including audit committee, are responsible for overseeing the Company’s financial reporting process.
Auditors’ responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
A. Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
B. 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.
C. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
D. Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern.
E. Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
F. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
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 parent company only financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
For and on Behalf of PricewaterhouseCoopers, Taiwan
March 4, 2026
The accompanying parent company only financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying parent company only financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.
As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
AMTRAN TECHNOLOGY CO., LTD
PARENT COMPANY ONLY BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
| Liabilities and Equity | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| AMOUNT | % | AMOUNT | % | |||
| Current liabilities | ||||||
| 2100 | Short-term borrowings | 6(12) | $ 600,000 | 3 | $ 600,000 | 3 |
| 2130 | Current contract liabilities | 6(20) | 53,056 | - | 17 | - |
| 2170 | Accounts payable | 10,310 | - | 15,170 | - | |
| 2180 | Accounts payable - related parties | 7 | 3,627,335 | 17 | 3,634,436 | 17 |
| 2200 | Other payables | 6(13) and 7 | 2,800,577 | 13 | 2,088,818 | 10 |
| 2230 | Current income tax liabilities | 17,417 | - | 242,028 | 1 | |
| 2250 | Provisions for liabilities - current | 6(15) | 141,112 | 1 | 92,130 | 1 |
| 2280 | Current lease liabilities | 7 | 12,162 | - | 17,078 | - |
| 2300 | Other current liabilities | 339,248 | 2 | 440,587 | 2 | |
| 21XX | Current Liabilities | 7,601,217 | 36 | 7,130,264 | 34 | |
| Non-current liabilities | ||||||
| 2570 | Deferred income tax liabilities | 6(24) | 258,317 | 1 | 213,497 | 1 |
| 2580 | Non-current lease liabilities | 7 | 2,986 | - | 8,610 | - |
| 2600 | Other non-current liabilities | 6(14) | 69,105 | - | 70,287 | - |
| 25XX | Non-current liabilities | 330,408 | 1 | 292,394 | 1 | |
| 2XXX | Total Liabilities | 7,931,625 | 37 | 7,422,658 | 35 | |
| Equity | ||||||
| Share capital | 6(16) | |||||
| 3110 | Common stock | 6,100,000 | 29 | 6,800,000 | 32 | |
| Capital surplus | 6(17) | |||||
| 3200 | Capital surplus | 2,261,663 | 11 | 2,261,663 | 11 | |
| Retained earnings | 6(18) | |||||
| 3310 | Legal reserve | 2,252,158 | 10 | 2,122,911 | 10 | |
| 3320 | Special reserve | - | - | 227,313 | 1 | |
| 3350 | Unappropriated retained earnings | 3,005,408 | 14 | 2,420,409 | 11 | |
| Other equity interest | 6(19) | |||||
| 3400 | Other equity interest | ( 242,158) | ( 1) | 13,162 | - | |
| 3XXX | Total equity | 13,377,071 | 63 | 13,845,458 | 65 | |
| Commitments and Contingent | 9 | |||||
| Subsequent Events | 11 | |||||
| 3X2X | Total liabilities and equity | $ 21,308,696 | 100 | $ 21,268,116 | 100 |
The accompanying notes are an integral part of these parent company only financial statements.
AMTRAN TECHNOLOGY CO., LTD
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
| Items | Notes | Year ended December 31 | ||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| AMOUNT | % | AMOUNT | % | |||
| 4000 | Sales revenue | 6(20) and 7 | $ 18,403,482 | 100 | $ 19,685,795 | 100 |
| 5000 | Operating costs | 6(5) and 7 | ( 16,826,295) | ( 92) | ( 18,378,417) | ( 93) |
| 5900 | Net operating margin | 1,577,187 | 8 | 1,307,378 | 7 | |
| Operating expenses | 6(23) | |||||
| 6100 | Selling expenses | ( 370,943) | ( 2) | ( 308,790) | ( 2) | |
| 6200 | General and administrative expenses | ( 261,755) | ( 1) | ( 288,609) | ( 2) | |
| 6300 | Research and development expenses | ( 714,259) | ( 4) | ( 669,196) | ( 3) | |
| 6000 | Total operating expenses | ( 1,346,957) | ( 7) | ( 1,266,595) | ( 7) | |
| 6900 | Operating profit | 230,230 | 1 | 40,783 | - | |
| Non-operating income and expenses | ||||||
| 7100 | Interest income | 143,484 | 1 | 157,818 | 1 | |
| 7010 | Other income | 6(21) | 158,099 | 1 | 125,993 | 1 |
| 7020 | Other gains and losses | 6(22) | 71,647 | - | 838,650 | 4 |
| 7050 | Finance costs | ( 11,517) | - | ( 10,817) | - | |
| 7070 | Share of profit of associates and joint ventures accounted for using equity method, net | 6(7) | ||||
| 347,161 | 2 | 371,280 | 2 | |||
| 7000 | Total non-operating revenue and expenses | 708,874 | 4 | 1,482,924 | 8 | |
| 7900 | Profit before income tax | 939,104 | 5 | 1,523,707 | 8 | |
| 7950 | Income tax expense | 6(24) | ( 147,507) | ( 1) | ( 235,372) | ( 1) |
| 8200 | Profit for the year | $ 791,597 | 4 | $ 1,288,335 | 7 | |
| Other comprehensive income | ||||||
| Components of other comprehensive income that will not be reclassified to profit or loss | ||||||
| 8311 | Actuarial gains on defined benefit plan | 6(14) | $ 420 | - | $ 5,171 | - |
| 8330 | Share of other comprehensive (loss) income of associates and joint ventures accounted for using equity method, components of other comprehensive income that will not be reclassified to profit or loss | 6(19) | ||||
| ( 21,345) | - | 32,175 | - | |||
| 8349 | Income tax related to components of other comprehensive income that will not be reclassified to profit or loss | ( 84) | - | ( 1,034) | - | |
| 8310 | Other comprehensive income that will be reclassified to profit or loss | ( 21,009) | - | 36,312 | - | |
| Components of other comprehensive income that will be reclassified to profit or loss | ||||||
| 8361 | Financial statements translation differences of foreign operations | 6(19) | ( 233,250) | ( 1) | 196,096 | 1 |
| 8367 | Unrealised gains (losses) from investments in debt instruments measured at fair value through other comprehensive income | 6(19) | ||||
| 8380 | Share of other comprehensive loss of associates and joint ventures accounted for using equity method, components of other comprehensive income that will be reclassified to profit or loss | 6(19) | ( 3,005) | - | 7,077 | - |
| 2,280 | - | 5,126 | - | |||
| 8360 | Other comprehensive income that will be reclassified to profit or loss | ( 233,975) | ( 1) | 208,299 | 1 | |
| 8300 | Other comprehensive income for the year | ( $ 254,984) | ( 1) | $ 244,611 | 1 | |
| 8500 | Total comprehensive income for the year | $ 536,613 | 3 | $ 1,532,946 | 8 | |
| Basic earnings per share | ||||||
| 9750 | Total basic earnings per share | 6(25) | $ 1.22 | $ | 1.80 | |
| Diluted earnings per share | ||||||
| 9850 | Total diluted earnings per share | 6(25) | $ 1.21 | $ | 1.79 |
The accompanying notes are an integral part of these parent company only financial statements.
AMTRAN TECHNOLOGY CO., LTD
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
| Notes | Share capital - common stock | Total capital surplus, additional paid-in capital | Legal reserve | Special reserve | Total unappropriated retained earnings (accumulated deficit) | Financial statements translation differences of foreign operations | Unrealised gains (losses) from financial assets measured at fair value through other comprehensive income | Total equity | |
|---|---|---|---|---|---|---|---|---|---|
| Year ended December 31, 2024 | |||||||||
| Balance at January 1, 2024 | $ 7,401,000 | $ 2,261,663 | $ 2,078,338 | $ 254,690 | $ 1,547,168 | ($ 183,413) | ($ 43,899) | $ 13,315,547 | |
| Profit for the year ended December 31, 2024 | - | - | - | - | 1,288,335 | - | - | 1,288,335 | |
| Other comprehensive income for the year ended December 31, 2024 | 6(19) | - | - | - | - | 4,137 | 201,222 | 39,252 | 244,611 |
| Total comprehensive income | - | - | - | - | 1,292,472 | 201,222 | 39,252 | 1,532,946 | |
| Appropriations of 2023 net income | 6(18) | - | - | 44,573 | - | (44,573) | - | - | - |
| Legal reserve | - | - | - | (27,377) | 27,377 | - | - | - | |
| Reversal of special reserve | - | - | - | - | (401,200) | - | - | (401,200) | |
| Cash dividends | - | - | - | - | (835) | - | - | (835) | |
| Changes in investments accounted for using equity method | - | - | - | - | - | - | - | (601,000) | |
| Capital reduction | 6(16) | (601,000) | - | - | - | - | - | - | (601,000) |
| Year ended December 31, 2024 | $ 6,800,000 | $ 2,261,663 | $ 2,122,911 | $ 227,313 | $ 2,420,409 | $ 17,809 | ($ 4,647) | $ 13,845,458 | |
| Year ended December 31, 2025 | - | - | - | - | - | - | - | - | |
| Balance at January 1, 2025 | $ 6,800,000 | $ 2,261,663 | $ 2,122,911 | $ 227,313 | $ 2,420,409 | $ 17,809 | ($ 4,647) | $ 13,845,458 | |
| Profit for the year ended December 31, 2025 | - | - | - | - | 791,597 | - | - | 791,597 | |
| Other comprehensive income for the year ended December 31, 2025 | 6(19) | - | - | - | - | 336 | (230,970) | (24,350) | (254,984) |
| Total comprehensive income | - | - | - | - | 791,933 | (230,970) | (24,350) | 536,613 | |
| Appropriations of 2024 net income | 6(18) | - | - | - | - | - | - | - | - |
| Legal reserve | - | - | 129,247 | - | (129,247) | - | - | - | |
| Reversal of special reserve | - | - | - | (227,313) | 227,313 | - | - | - | |
| Cash dividends | - | - | - | - | (305,000) | - | - | (305,000) | |
| Capital reduction | 6(16) | (700,000) | - | - | - | - | - | - | (700,000) |
| Year ended December 31, 2025 | $ 6,100,000 | $ 2,261,663 | $ 2,252,158 | $ - | $ 3,005,408 | ($ 213,161) | ($ 28,997) | $ 13,377,071 |
The accompanying notes are an integral part of these parent company only financial statements.
AMTRAN TECHNOLOGY CO., LTD
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
| Year ended December 31 | |||
|---|---|---|---|
| Notes | 2025 | 2024 | |
| CASH FLOWS FROM OPERATING ACTIVITIES | |||
| Profit before tax | $ 939,104 | $ 1,523,707 | |
| Adjustments | |||
| Adjustments to reconcile profit (loss) | |||
| Depreciation (including investment property and right-of-use assets) | 6(23) | ||
| Amortisation | 6(23) | 40,006 | 38,053 |
| Net gain on financial assets at fair value through profit or loss | 6(2)(22) | 17,731 | 17,376 |
| Net gain on financial assets at fair value through other comprehensive income | 6(3) | (116,783) | (702,778) |
| Share of profit of associates and joint ventures | 6(7) | - | 5,960 |
| Gain on liquidation of equity method investments | 6(22) | (347,161) | (371,280) |
| Losses on impairment | 6(22) | - | 437 |
| Interest expense | 11,517 | 10,817 | |
| Interest income | (143,484) | (157,818) | |
| Dividend income | 6(21) | (20,964) | (21,361) |
| Gain from lease modification | 6(22) | (25) | (34) |
| Changes in operating assets and liabilities | |||
| Changes in operating assets | |||
| Financial assets mandatorily measured at fair value through profit or loss | (84,688) | 1,677,254 | |
| Current financial assets at fair value through other comprehensive income | - | 129,100 | |
| Accounts receivable | (257,215) | (830,974) | |
| Accounts receivable-related parties | 45,878 | 29,696 | |
| Other receivables | 1,638 | (4,812) | |
| Other receivables-related parties | (517,865) | (934,321) | |
| Inventory | (87,399) | 25,669 | |
| Prepayments | 16,264 | (42,969) | |
| Changes in operating liabilities | |||
| Contract liabilities | 53,039 | (54,013) | |
| Accounts payable | (4,860) | 14,075 | |
| Accounts payable-related parties | (7,101) | 87,219 | |
| Other payables | 712,067 | 79,685 | |
| Other current liabilities | (101,339) | 69,111 | |
| Provisions for liabilities - current | 48,982 | 7,218 | |
| Accrued pension liabilities | (763) | (465) | |
| Cash inflow generated from operations | 196,579 | 588,677 | |
| Interest received | 153,532 | 156,200 | |
| Interest paid | (11,825) | (10,574) | |
| Dividends received | 65,969 | 71,414 | |
| Income tax paid | (309,751) | (264,700) | |
| Net cash flows from operating activities | 94,504 | 541,017 |
(Continued)
AMTRAN TECHNOLOGY CO., LTD
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
| Year ended December 31 | |||
|---|---|---|---|
| Notes | 2025 | 2024 | |
| CASH FLOWS FROM INVESTING ACTIVITIES | |||
| Acquisition of financial assets at amortised cost | ($ 888,580) | ($ 1,614,860) | |
| Proceeds from repayments of financial assets at amortised cost | 1,614,860 | 1,744,140 | |
| Liquidation of investment accounted for using equity method | - | 2,301 | |
| Proceeds from capital reduction of investments accounted for using equity method | 6(7) | 5,012 | 5,832 |
| Acquisition of property, plant and equipment (including investment property) | 6(26) | ( 37,332) | ( 45,153) |
| Acquisition of intangible assets | 6(11) | ( 22,911) | ( 17,058) |
| Increase in refundable deposits | ( 517) | ( 2,710) | |
| Net cash flows from investing activities | 670,532 | 72,492 | |
| CASH FLOWS FROM FINANCING ACTIVITIES | |||
| Increase in short-term borrowings | - | 200,000 | |
| Payments of lease liabilities | ( 16,176) | ( 14,513) | |
| Cash reduction | 6(16) | ( 700,000) | ( 601,000) |
| Cash dividends paid | 6(18) | ( 305,000) | ( 401,200) |
| Net cash flows used in financing activities | ( 1,021,176) | ( 816,713) | |
| Net decrease in cash and cash equivalents | ( 256,140) | ( 203,204) | |
| Cash and cash equivalents at beginning of year | 6(1) | 2,792,596 | 2,995,800 |
| Cash and cash equivalents at end of year | 6(1) | $ 2,536,456 | $ 2,792,596 |
The accompanying notes are an integral part of these parent company only financial statements.
INDEPENDENT AUDITORS' REPORT TRANSLATED FROM CHINESE
To the Board of Directors and Stockholders of Amtran Technology Co., Ltd.
Opinion
We have audited the accompanying consolidated balance sheets of Amtran Technology Co., Ltd. and its subsidiaries (the "Group") as at December 31, 2025 and 2024, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of material accounting policies.
In our opinion, based on our audits and the reports of other auditors (please refer to the Other matter section), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at 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 the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission.
Basis for opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the consolidated financial statements section of our report. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Accountant in the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audits and the reports of other independent auditors,
we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Group’s 2025 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.
Key audit matters for the Group’s 2025 consolidated financial statements are stated as follows:
Allowance for inventory valuation losses
Description
Refer to Note 4(14) for accounting policies on inventory valuation, Note 5(2) for the uncertainty of accounting estimates and assumptions applied on inventory valuation, and Note 6(5) for details of inventory. As at December 31, 2025, the balances of inventory and allowance for inventory valuation losses were NT$ 4,177,477 thousand and NT$ 116,916 thousand, respectively.
The Group is primarily engaged in manufacturing and sales of 3C electronic products. Due to rapid technology innovations, short lifespan of electronic products and fluctuations in market prices, there is a higher risk of inventory losses due from market value decline. The Group recognises inventories at the lower of cost and net realisable value, and identifies the net realisable value of separately identified inventories using the item by item approach in determining the lower of cost and net realisable value and corroborating against supporting documents those inventory items separately identified as obsolete and damaged in recognising valuation losses.
As the net realisable value used in the valuation of obsolete and damaged inventories usually involves subjective judgement and high degree of uncertainty, and the amount of inventories and allowance for inventory valuation losses are material to the financial statements, we considered the allowance for inventory valuation losses a key audit matter.
How our audit addressed the matter
We performed the following audit procedures on the above key audit matter:
A. Assessed the reasonableness and consistent application of provision policies and procedures on allowance for inventory valuation losses based on the understanding of the Group’s business and industrial nature;
B. Obtained valuation statement of net realisable value of inventory, understood the calculation logic, verified relevant accounting records and selected samples from the data sources of net realisable value; and
C. Obtained the details of obsolete and damaged inventories which were separately identified by management, examined relevant documents, verified accounting records in comparing the allowance for inventory valuation losses of prior period, and assessed the reasonableness of allowance for inventory valuation losses.
Other matter – Reference to the audits of other auditors
As described in Note 6(7), we did not audit the financial statements of certain investments accounted for under the equity method which were audited by other auditors. Therefore, our opinion expressed herein, insofar as it relates to the amounts and information disclosed in Note 13 included in respect of these associates, is based solely on the reports of the other auditors. The balance of these investments accounted for under the equity method amounted to NT$447,516 thousand and NT$478,134 thousand, both constituting 2% of the consolidated total assets, as at December 31, 2025 and 2024, respectively, and the comprehensive (loss) income recognised from associates and joint ventures accounted for under the equity method amounted to NT$(19,065) thousand and NT$37,301 thousand, constituting (3.45%) and 2.40% of the consolidated total comprehensive income for the years then ended, respectively.
Other matter – Parent company only financial statements
We have audited and expressed an unmodified opinion with other matter paragraph on the parent company only financial statements of Amtran Technology Co., Ltd. as at and for the years ended December 31, 2025 and 2024.
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 the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission, 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 audit committee, are responsible for overseeing the Group's financial reporting process.
Auditors' responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
A. 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.
B. 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.
C. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
D. 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.
E. 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.
F. Obtain sufficient appropriate audit evidence regarding the financial information of the 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 of the current period and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
For and on Behalf of PricewaterhouseCoopers, Taiwan
March 4, 2026
The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and independent auditors' report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.
As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
AMTRAN TECHNOLOGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
| Assets | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| AMOUNT | % | AMOUNT | % | |||
| Current assets | ||||||
| 1100 | Cash and cash equivalents | 6(1) | $ 4,092,114 | 19 | $ 4,793,612 | 23 |
| 1110 | Financial assets at fair value through profit or loss - current | 6(2) | 1,509,651 | 7 | 1,354,128 | 6 |
| 1120 | Current financial assets at fair value through other comprehensive income | 6(3) | 65,439 | - | 68,437 | - |
| 1136 | Current financial assets at amortised cost | 6(1) | 1,433,740 | 7 | 2,227,272 | 11 |
| 1170 | Accounts receivable, net | 6(4) | 4,918,090 | 23 | 4,435,074 | 21 |
| 1180 | Accounts receivable - related parties | 7 | 110,902 | - | 128,076 | 1 |
| 1200 | Other receivables | 47,391 | - | 42,784 | - | |
| 130X | Inventory | 6(5) | 4,060,561 | 19 | 2,721,745 | 13 |
| 1410 | Prepayments | 6(6) | 194,637 | 1 | 242,927 | 1 |
| 1470 | Other current assets | 6(1) and 8 | 1,681 | - | 738 | - |
| 11XX | Total current assets | 16,434,206 | 76 | 16,014,793 | 76 | |
| Non-current assets | ||||||
| 1550 | Investments accounted for under equity method | 6(7) | 672,942 | 3 | 672,794 | 3 |
| 1600 | Property, plant and equipment | 6(8) and 8 | 2,647,218 | 13 | 2,386,619 | 11 |
| 1755 | Right-of-use assets | 6(9) | 699,047 | 3 | 758,955 | 4 |
| 1760 | Investment property - net | 6(10) | 563,263 | 3 | 573,922 | 3 |
| 1780 | Intangible assets | 6(11) | 34,216 | - | 27,208 | - |
| 1840 | Deferred income tax assets | 6(26) | 172,171 | 1 | 257,857 | 1 |
| 1900 | Other non-current assets | 268,752 | 1 | 480,908 | 2 | |
| 15XX | Total non-current assets | 5,057,609 | 24 | 5,158,263 | 24 | |
| 1XXX | Total assets | $ 21,491,815 | 100 | $ 21,173,056 | 100 |
(Continued)
AMTRAN TECHNOLOGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
| Liabilities and Equity | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| AMOUNT | % | AMOUNT | % | |||
| Current liabilities | ||||||
| 2100 | Short-term borrowings | 6(12) | $ 600,000 | 3 | $ 650,000 | 3 |
| 2130 | Current contract liabilities | 6(20) | 53,363 | - | 24 | - |
| 2170 | Accounts payable | 7 | 5,189,615 | 24 | 4,205,777 | 20 |
| 2200 | Other payables | 6(13) | 1,169,009 | 5 | 1,230,982 | 6 |
| 2230 | Current income tax liabilities | 8,884 | - | 250,725 | 1 | |
| 2250 | Provisions for liabilities - current | 6(15) | 156,814 | 1 | 103,804 | - |
| 2280 | Current lease liabilities | 16,957 | - | 20,629 | - | |
| 2300 | Other current liabilities | 357,849 | 2 | 345,796 | 2 | |
| 21XX | Total current liabilities | 7,552,491 | 35 | 6,807,737 | 32 | |
| Non-current liabilities | ||||||
| 2570 | Deferred income tax liabilities | 6(26) | 310,900 | 2 | 266,118 | 1 |
| 2580 | Non-current lease liabilities | 10,951 | - | 10,817 | - | |
| 2600 | Other non-current liabilities | 6(14) | 76,994 | - | 79,137 | 1 |
| 25XX | Total non-current liabilities | 398,845 | 2 | 356,072 | 2 | |
| 2XXX | Total liabilities | 7,951,336 | 37 | 7,163,809 | 34 | |
| Equity attributable to owners of parent | ||||||
| Share capital | 6(16) | |||||
| 3110 | Common stock | 6,100,000 | 28 | 6,800,000 | 32 | |
| Capital surplus | 6(17) | |||||
| 3200 | Capital surplus | 2,261,663 | 11 | 2,261,663 | 11 | |
| Retained earnings | 6(18) | |||||
| 3310 | Legal reserve | 2,252,158 | 10 | 2,122,911 | 10 | |
| 3320 | Special reserve | - | - | 227,313 | 1 | |
| 3350 | Unappropriated retained earnings | 3,005,408 | 14 | 2,420,409 | 11 | |
| Other equity interest | 6(19) | |||||
| 3400 | Other equity interest | ( 242,158 ) | ( 1 ) | 13,162 | - | |
| 31XX | Equity attributable to owners of the parent | 13,377,071 | 62 | 13,845,458 | 65 | |
| 36XX | Non-controlling interest | 6(19) | 163,408 | 1 | 163,789 | 1 |
| 3XXX | Total equity | 13,540,479 | 63 | 14,009,247 | 66 | |
| Significant contingent liabilities and unrecognised contract commitments | 9 | |||||
| Significant events after the balance sheet date | 11 | |||||
| 3X2X | Total liabilities and equity | $ 21,491,815 | 100 | $ 21,173,056 | 100 |
The accompanying notes are an integral part of these consolidated financial statements.
AMTRAN TECHNOLOGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
| Items | Notes | Year ended December 31 | ||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| AMOUNT | % | AMOUNT | % | |||
| 4000 | Sales revenue | 6(20) and 7 | $ 24,659,058 | 100 | $ 23,235,700 | 100 |
| 5000 | Operating costs | 6(5)(25) and 7 | ( 22,265,632) | ( 90) | ( 21,153,000) | ( 91) |
| 5900 | Net operating margin | 2,393,426 | 10 | 2,082,700 | 9 | |
| Operating expenses | 6(25) and 7 | |||||
| 6100 | Selling expenses | ( 523,219) | ( 2) | ( 548,133) | ( 2) | |
| 6200 | General and administrative expenses | ( 671,168) | ( 3) | ( 642,188) | ( 3) | |
| 6300 | Research and development expenses | ( 761,623) | ( 3) | ( 709,959) | ( 3) | |
| 6000 | Total operating expenses | ( 1,956,010) | ( 8) | ( 1,900,280) | ( 8) | |
| 6900 | Operating profit | 437,416 | 2 | 182,420 | 1 | |
| Non-operating income and expenses | ||||||
| 7100 | Interest income | 6(21) | 183,604 | 1 | 229,237 | 1 |
| 7010 | Other income | 6(22) | 298,860 | 1 | 196,637 | 1 |
| 7020 | Other gains and losses | 6(23) | 58,506 | - | 910,692 | 4 |
| 7050 | Finance costs | 6(24) | ( 13,153) | - | ( 15,375) | - |
| 7060 | Share of profit or loss of associates | 6(7) | ||||
| and joint ventures accounted for under equity method | 63,172 | - | 29,157 | - | ||
| 7000 | Total non-operating income and expenses | 590,989 | 2 | 1,350,348 | 6 | |
| 7900 | Profit before income tax | 1,028,405 | 4 | 1,532,768 | 7 | |
| 7950 | Income tax expense | 6(26) | ( 217,706) | ( 1) | ( 230,443) | ( 1) |
| 8200 | Profit for the period | $ 810,699 | 3 | $ 1,302,325 | 6 |
(Continued)
AMTRAN TECHNOLOGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
| Items | Notes | Year ended December 31 | ||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| AMOUNT | % | AMOUNT | % | |||
| Other comprehensive income | ||||||
| Components of other comprehensive income that will be reclassified to profit or loss | ||||||
| 8311 | Actuarial gains on defined benefit plan | 6(14) | $ | 420 | - | $ 5,171 |
| 8320 | Share of other comprehensive (loss) income of associates and joint ventures accounted for using equity method, components of other comprehensive income that will not be reclassified to profit or loss | 6(19) | ||||
| 8349 | Income tax related to components of other comprehensive income that will not be reclassified to profit or loss | 6(26) | ( | 21,345) | - | 32,175 |
| 8310 | Other comprehensive (loss) income that will not be reclassified to profit or loss | ( | 84) | - | ( 1,034) | |
| Components of other comprehensive income that will be reclassified to profit or loss | ( | 21,009) | - | 36,312 | ||
| 8361 | Financial statements translation differences of foreign operations | 6(19) | ( | 236,970) | ( 1) | 203,026 |
| 8367 | Unrealised gains (losses) from investments in debt instruments measured at fair value through other comprehensive income | 6(19) | ( | 3,005) | - | 7,077 |
| 8370 | Share of other comprehensive income of associates and joint ventures accounted for under equity method | 6(19) | 2,280 | - | 5,126 | |
| 8360 | Other comprehensive (loss) income that will be reclassified | ( | 237,695) | ( 1) | 215,229 | |
| 8300 | Total other comprehensive (loss) income for the period | ($ | 258,704) | ( 1) | $ 251,541 | |
| 8500 | Total comprehensive income for the period | $ | 551,995 | 2 | $ 1,553,866 | |
| Profit attributable to: | ||||||
| 8610 | Owners of the parent | $ | 791,597 | 3 | $ 1,288,335 | |
| 8620 | Non-controlling interest | 19,102 | - | 13,990 | ||
| $ | 810,699 | 3 | $ 1,302,325 | |||
| Comprehensive income attributable to: | ||||||
| 8710 | Owners of the parent | $ | 536,613 | 2 | $ 1,532,946 | |
| 8720 | Non-controlling interest | 15,382 | - | 20,920 | ||
| $ | 551,995 | 2 | $ 1,553,866 | |||
| Earnings per share (in dollars) | 6(27) | |||||
| 9750 | Basic earnings per share | $ | 1.22 | $ 1.80 | ||
| 9850 | Diluted earnings per share | $ | 1.21 | $ 1.79 |
The accompanying notes are an integral part of these consolidated financial statements.
AMTRAN TECHNOLOGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
| Equity attributable to owners of the parent | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Retained Earnings | Other equity interest | ||||||||||
| Notes | Share capital - common stock | Total capital surplus, additional paid-in capital | Legal reserve | Special reserve | Unappropriated retained earnings | Financial statements translation differences of foreign operations | Unrealised gains (losses) from financial assets measured at fair value through other comprehensive income | Total | Non-controlling interest | Total equity | |
| Year ended December 31, 2024 | |||||||||||
| Balance at January 1, 2024 | $ 7,401,000 | $ 2,261,663 | $ 2,078,338 | $ 254,690 | $ 1,547,168 | ($ 183,413) | ($ 43,899) | $ 13,315,547 | $ 160,501 | $ 13,476,048 | |
| Profit for the year ended December 31, 2024 | - | - | - | - | 1,288,335 | - | - | 1,288,335 | 13,990 | 1,302,325 | |
| Other comprehensive income for the year ended December 31, 2024 | 6(19) | - | - | - | - | 4,137 | 201,222 | 39,252 | 244,611 | 6,930 | 251,541 |
| Total comprehensive income | - | - | - | - | 1,292,472 | 201,222 | 39,252 | 1,532,946 | 20,920 | 1,553,866 | |
| Appropriations of 2023 net income | 6(18) | ||||||||||
| Cash dividends | - | - | - | - | (401,200) | - | - | (401,200) | - | (401,200) | |
| Legal reserve | - | - | 44,573 | - | (44,573) | - | - | - | - | - | |
| Reversal of special reserve | - | - | - | (27,377) | 27,377 | - | - | - | - | - | |
| Changes in investments accounted for using equity method | - | - | - | - | (835) | - | - | (835) | - | (835) | |
| Capital reduction | 6(16) | (601,000) | - | - | - | - | - | - | (601,000) | - | (601,000) |
| Adjustment in non-controlling interest | 6(19) | - | - | - | - | - | - | - | - | (17,632) | (17,632) |
| Balance at December 31, 2024 | $ 6,800,000 | $ 2,261,663 | $ 2,122,911 | $ 227,313 | $ 2,420,409 | $ 17,809 | ($ 4,647) | $ 13,845,458 | $ 163,789 | $ 14,009,247 | |
| Year ended December 31, 2025 | |||||||||||
| Balance at January 1, 2025 | $ 6,800,000 | $ 2,261,663 | $ 2,122,911 | $ 227,313 | $ 2,420,409 | $ 17,809 | ($ 4,647) | $ 13,845,458 | $ 163,789 | $ 14,009,247 | |
| Profit for the year ended December 31, 2025 | - | - | - | - | 791,597 | - | - | 791,597 | 19,102 | 810,699 | |
| Other comprehensive income (loss) for the year ended December 31, 2025 | 6(19) | - | - | - | - | 336 | (230,970) | (24,350) | (254,984) | (3,720) | (258,704) |
| Total comprehensive income (loss) | - | - | - | - | 791,933 | (230,970) | (24,350) | 536,613 | 15,382 | 551,995 | |
| Appropriations of 2024 net income | 6(18) | ||||||||||
| Cash dividends | - | - | - | - | (305,000) | - | - | (305,000) | - | (305,000) | |
| Legal reserve | - | - | 129,247 | - | (129,247) | - | - | - | - | - | |
| Reversal of special reserve | - | - | - | (227,313) | 227,313 | - | - | - | - | - | |
| Capital reduction | 6(16) | (700,000) | - | - | - | - | - | - | (700,000) | - | (700,000) |
| Adjustment in non-controlling interest | 6(19) | - | - | - | - | - | - | - | - | (15,763) | (15,763) |
| Year ended December 31, 2025 | $ 6,100,000 | $ 2,261,663 | $ 2,252,158 | $ - | $ 3,005,408 | ($ 213,161) | ($ 28,997) | $ 13,377,071 | $ 163,408 | $ 13,540,479 |
The accompanying notes are an integral part of these consolidated financial statements.
AMTRAN TECHNOLOGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
| Year ended December 31 | |||
|---|---|---|---|
| Notes | 2025 | 2024 | |
| CASH FLOWS FROM OPERATING ACTIVITIES | |||
| Profit before tax | $ 1,028,405 | $ 1,532,768 | |
| Adjustments | |||
| Adjustments to reconcile profit (loss) | |||
| Depreciation (including investment property) | 6(25) | 434,948 | 415,157 |
| Depreciation on right-of-use assets | 6(25) | 41,956 | 39,183 |
| Amortisation | 6(25) | 22,508 | 21,412 |
| Net gain on financial assets at fair value through profit or loss | 6(2)(23) | ( 126,432 ) | ( 743,589 ) |
| Net gain on financial assets at fair value through other comprehensive income | 6(3) | - | ( 5,960 ) |
| Share of profit of associates and joint ventures | 6(7) | ( 63,172 ) | ( 29,157 ) |
| Gain on disposal of property, plant and equipment | 6(23) | ( 3,920 ) | 2,836 |
| Gain on liquidation of equity method investments | 6(23) | - | ( 437 ) |
| Losses on impairment | 6(7)(23) | - | 6,919 |
| Interest expense | 6(24) | 13,153 | 15,375 |
| Interest income | 6(21) | ( 183,604 ) | ( 229,237 ) |
| Dividend income | 6(22) | ( 27,572 ) | ( 25,602 ) |
| Gain from lease modification | 6(23) | ( 25 ) | ( 34 ) |
| Changes in operating assets and liabilities | |||
| Changes in operating assets | |||
| Financial assets mandatorily measured at fair value through profit or loss | ( 17,892 ) | 1,691,135 | |
| Current financial assets at fair value through other comprehensive income | - | 129,100 | |
| Accounts receivable | ( 483,054 ) | ( 1,001,067 ) | |
| Accounts receivable-related parties | 17,174 | 27,932 | |
| Other receivables | 23,504 | 17,265 | |
| Inventories | ( 1,338,816 ) | ( 395,639 ) | |
| Prepayments | 48,290 | ( 94,338 ) | |
| Changes in operating liabilities | |||
| Contract liabilities | 53,339 | ( 54,007 ) | |
| Accounts payable | 983,840 | ( 93,852 ) | |
| Accounts payable-related parties | ( 2 ) | ( 104 ) | |
| Other payables | ( 111,098 ) | 210,541 | |
| Receipts in advance | 114,146 | ( 49,863 ) | |
| Other current liabilities | ( 102,093 ) | 41,072 | |
| Provisions for liabilities | 53,010 | 5,618 | |
| Accrued pension liabilities | ( 763 ) | ( 465 ) | |
| Cash inflow generated from operations | 375,830 | 1,432,962 | |
| Interest received | 204,297 | 228,504 | |
| Dividends received | 27,572 | 25,602 | |
| Income tax received | 232 | 38,059 | |
| Interest paid | ( 13,460 ) | ( 14,039 ) | |
| Income tax paid | ( 346,823 ) | ( 280,504 ) | |
| Net cash flows from operating activities | 247,648 | 1,430,584 |
(Continued)
AMTRAN TECHNOLOGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
| Year ended December 31 | |||
|---|---|---|---|
| Notes | 2025 | 2024 | |
| CASH FLOWS FROM INVESTING ACTIVITIES | |||
| Acquisition of financial assets at amortised cost | ($ 930,256) | ($ 1,926,532) | |
| Principal repayment of financial assets at maturity | 1,698,330 | 3,171,898 | |
| (Increase) decrease in restricted assets | ( 943 ) | 6,981 | |
| Proceeds from capital reduction of investments accounted | 6(7) | 5,012 | 5,832 |
| Acquisition of investments accounted for using equity | 6(7) | - | ( 24,700 ) |
| Liquidation of investment accounted for using equity method | 6(7) | - | 2,301 |
| Acquisition of property, plant and equipment (including investment property) | 6(28) | ( 501,371 ) | ( 492,867 ) |
| Proceeds from disposal of property, plant and equipment | 4,188 | 1,487 | |
| Acquisition of right-of-use land | ( 1,362 ) | ( 238,718 ) | |
| Acquisition of intangible assets | 6(28) | ( 23,539 ) | ( 18,239 ) |
| Increase in non-current assets | ( 13,267 ) | ( 1,267 ) | |
| Increase in refundable deposits | ( 2,094 ) | ( 4,234 ) | |
| Net cash flows from investing activities | 234,698 | 481,942 | |
| CASH FLOWS FROM FINANCING ACTIVITIES | |||
| (Decrease) increase in short-term borrowings | 6(29) | ( 50,000 ) | 225,000 |
| Payment of long-term borrowings | 6(29) | ( 813 ) | ( 3,123 ) |
| Payments of lease liabilities | 6(29) | ( 20,911 ) | ( 20,015 ) |
| Cash dividends paid | 6(18) | ( 305,000 ) | ( 401,200 ) |
| Decrease in non-controlling interests | 6(19) | ( 15,763 ) | ( 17,632 ) |
| Capital reduction | 6(16) | ( 700,000 ) | ( 601,000 ) |
| Net cash flows used in financing activities | ( 1,092,487 ) | ( 817,970 ) | |
| Cumulative translation adjustments | ( 91,357 ) | ( 90,346 ) | |
| Net (decrease) increase in cash and cash equivalents | ( 701,498 ) | 1,004,210 | |
| Cash and cash equivalents at beginning of year | 6(1) | 4,793,612 | 3,789,402 |
| Cash and cash equivalents at end of year | 6(1) | $ 4,092,114 | $ 4,793,612 |
The accompanying notes are an integral part of these consolidated financial statements.
Attachment IV.
Director's Remuneration for 2025
Unit: NT$ thousand/December 31, 2025
| Professional title | Name | Compensation of Directors | Total amount of A, B, C and D items to after-tax net income ratio (%) (Note 4) | Relevant Compensation Received by Directors who Are Also Employees | Ratio of the total amount of items A, B, C, D, E, F and G after-tax profit (%) (Note 4) | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Compensation (A) (Note 1) | Severance Pay and Pension (B) | Compensation of Directors (C) (Note 2) | Business Execution Expenses (D) (Note 3) | Salary, bonus, and extraordinary charge (E) (Note 5) | Severance Pay and Pension (F) | Compensation of employees (G) (Note 6) | |||||||||||||||||
| The Company | All Companies in Financial Statements | The Company | All Companies in Financial Statements | The Company | All Companies in Financial Statements | All Companies in Financial Statements | The Company | All Companies in Financial Statements | The Company | All Companies in Financial Statements | The Company | All Companies in Financial Statements | The Company | All Companies in Financial Statements | The Company | All Companies in Financial Statements | Compensation received from re-investment businesses other than subsidiaries or the Parent Company | ||||||
| Stock amount | Cash amount | Stock amount | Cash amount | Stock amount | Cash amount | ||||||||||||||||||
| Chairman | Alpha Wu | 1,000 | 1,000 | 0 | 0 | 13,000 | 13,000 | 200 | 200 | 14,200 | 14,200 | 13,720 | 13,720 | 0 | 0 | 8,800 | 0 | 8,800 | 0 | 36,720 | 36,720 | 36,720 | |
| Legal Person Director | Yowshiuan Investments Inc. | 750 | 750 | 0 | 0 | 4,250 | 4,250 | 0 | 0 | 5,000 | 5,000 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 5,000 | 5,000 | - | |
| Representative | Yowshiuan Investments Inc. Representative: Tina Wu | 0 | 0 | 0 | 0 | 0 | 0 | 200 | 200 | 200 | 200 | 1,464 | 1,464 | 0 | 0 | 328 | 0 | 328 | 0 | 1,992 | 1,992 | - | |
| Legal Person Director | Hsuan Fa Co., Ltd. | 1,000 | 1,000 | 0 | 0 | 6,000 | 6,000 | 0 | 0 | 7,000 | 7,000 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 7,000 | 7,000 | - | |
| Representative | Hsuan Fa Co., Ltd. Representative: Sam Wu | 0 | 0 | 0 | 0 | 0 | 0 | 200 | 200 | 200 | 200 | 15,514 | 15,514 | 0 | 0 | 7,800 | 0 | 7,800 | 0 | 23,514 | 23,514 | - | |
| Legal Person Director | Rick Inc. | 750 | 750 | 0 | 0 | 4,250 | 4,250 | 0 | 0 | 5,000 | 5,000 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 5,000 | 5,000 | - | |
| Representative | Rick Inc. Representative: Rick Wu | 0 | 0 | 0 | 0 | 0 | 0 | 200 | 200 | 200 | 200 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 200 | 200 | - | |
| Director | David Chou | 200 | 200 | 0 | 0 | 800 | 800 | 200 | 200 | 1,200 | 1,200 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 1,200 | 1,200 | - |
| Professional title | Name | Compensation of Directors | Total amount of A, B, C and D items to after-tax net income ratio (%) (Note 4) | Relevant Compensation Received by Directors who Are Also Employees | Ratio of the total amount of items A, B, C, D, E, F and G after-tax profit (%) (Note 4) | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Compensation (A) (Note 1) | Severance Pay and Pension (B) | Compensation of Directors (C) (Note 2) | Business Execution Expenses (D) (Note 3) | Salary, bonus, and extraordinary charge (E) (Note 5) | Severance Pay and Pension (F) | Compensation of employees (G) (Note 6) | |||||||||||||||||
| The Company | All Companies in Financial Statements | The Company | All Companies in Financial Statements | The Company | All Companies in Financial Statements | The Company | All Companies in Financial Statements | The Company | All Companies in Financial Statements | The Company | All Companies in Financial Statements | The Company | All Companies in Financial Statements | The Company | All Companies in Financial Statements | The Company | All Companies in Financial Statements | All Companies in Financial Statements | All Companies in Financial Statements | ||||
| Legal Person Director | Jin Chuen Investment Co., Ltd. | 750 | 750 | 0 | 0 | 4,250 | 4,250 | 0 | 0 | 5,000 0.63 | 5,000 0.63 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 5,000 0.63 | 5,000 0.63 | - | |
| Representative | Jin Chuen Investment Co., Ltd. Representative: Maggy Wu | 0 | 0 | 0 | 0 | 0 | 0 | 200 | 200 | 200 0.03 | 200 0.03 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 200 0.03 | 200 0.03 | - | |
| Legal Person Director | Hua Jung Components Co., Ltd. | 750 | 750 | 0 | 0 | 4,250 | 4,250 | 0 | 0 | 5,000 0.63 | 5,000 0.63 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 5,000 0.63 | 5,000 0.63 | - | |
| Representative | Hua Jung Components Co., Ltd. Representative: Hsu, Jhih-Chang | 0 | 0 | 0 | 0 | 0 | 0 | 200 | 200 | 200 0.03 | 200 0.03 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 200 0.03 | 200 0.03 | 9,863 | |
| Subtotal | 5,200 | 5,200 | 0 | 0 | 36,800 | 36,800 | 1,400 | 1,400 | 43,400 5.48 | 43,400 5.48 | 30,698 | 30,698 | 0 | 0 | 16,928 | 0 | 16,928 | 0 | 91,026 11.50 | 91,026 11.50 | 19,803 | ||
| Independent Director | Chou, Dab-Jen | 200 | 200 | 0 | 0 | 800 | 800 | 200 | 200 | 1,200 0.15 | 1,200 0.15 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 1,200 0.15 | 1,200 0.15 | - | |
| Independent Director | Wei, Hong-Jheng | 200 | 200 | 0 | 0 | 800 | 800 | 200 | 200 | 1,200 0.15 | 1,200 0.15 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 1,200 0.15 | 1,200 0.15 | - | |
| Independent Director | Chang-Ying Hsu | 200 | 200 | 0 | 0 | 800 | 800 | 200 | 200 | 1,200 0.15 | 1,200 0.15 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 1,200 0.15 | 1,200 0.15 | - | |
| Independent Director | Chow, Cheng-Hu | 200 | 200 | 0 | 0 | 800 | 800 | 200 | 200 | 1,200 0.15 | 1,200 0.15 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 1,200 0.15 | 1,200 0.15 | - | |
| Subtotal | 800 | 800 | 0 | 0 | 3,200 | 3,200 | 800 | 800 | 4,800 0.61 | 4,800 0.61 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 4,800 0.61 | 4,800 0.61 | - |
| Professional title | Name | Compensation of Directors | Total amount of A, B, C and D items to after-tax net income ratio (%) (Note 4) | Relevant Compensation Received by Directors who Are Also Employees | Ratio of the total amount of items A, B, C, D, E, F and G after-tax profit (%) (Note 4) | |
|---|---|---|---|---|---|---|
| Compensation (A) (Note 1) | Severance Pay and Pension (B) | Compensation of Directors (C) (Note 2) | Business Execution Expenses (D) (Note 3) | Salary, bonus, and extraordinary charge (E) (Note 5) | Severance Pay and Pension (F) | Compensation of employees (G) (Note 6) |
| The Company | All Companies in Financial Statements | The Company | All Companies in Financial Statements | The Company | All Companies in Financial Statements | The Company |
| Costs amount | Cost amount | Stock amount | Cash amount | Stock amount | ||
| Total | 6,000 | 6,000 | 0 | 0 | 40,000 | 40,000 |
- Regarding the director and independent director compensation policy, system, standard, and structure, and the connection between the amount of compensation and the considered factors such as their job responsibilities, risks, and working time:
(1) Article 15 of the Company's Articles of Incorporation stipulates that the Board of Directors shall be authorized to determine the remuneration of directors based on their level of participation and value of contribution to the operations of the Company, as well as by reference to industry standards both domestically and internationally.
(2) Article 18 of the Company's Articles of Incorporation stipulates that the remuneration for directors shall not exceed $5\%$ (inclusive) of the annual profits. The relevant provisions shall be handled in accordance with the organizational regulations of the Company's Compensation Committee.
(3) The directors and independent directors of the Company shall receive remuneration based on the Company's operational performance and profit conditions, in addition to a fixed transportation allowance based on the actual number of meetings attended.
(4) The Company's Articles of Incorporation and the operations of the Board of Directors and the Compensation Committee stipulate that, the Company will periodically review the remuneration of directors based on their level of participation in the company's operations and the value of their contributions. This review aims to minimize the potential occurrence and relevance of future risks, striving to achieve a balance between the company's sustainable operations and effective risk management.
(5) The Board of Directors has established a Compensation Committee to assist in determining the remuneration of the Company's directors and senior executives, as well as in shaping the Company's compensation policies.
Note:1 It is Directors' Compensation in 2025 (including director's salary, position allowance, severance pay, various bonuses, incentive payments, etc.)
Note:2 The Board of Directors of the Company approved distributing 2024 compensation to employees in March 2025, totaling NT$40,000,000.
Note:3 Directors' related business execution expenses (including transportation allowance, special allowances, subsidies, and provision of in kind such as dormitory and car, etc.) for 2025.
Note:4 After-tax net profit refers to the after-tax net profit identified in the parent company only financial statements for 2025.
Note:5 Refers to the amounts received by the directors who are also the Company's employees, including salaries, position allowances, severance pay, bonuses, incentive payment, transportation allowance, special allowances, subsidies, in kind payments such as dormitory and company cars and the likes.
Note:6 Refers to the remuneration received by the directors of the Company who also serve as employees. The Board of Directors of the Company approved distributing 2024 remuneration to employees on March 4, 2025, totaling NT$21,000,000.
Attachment V.
Capital Loans and Endorsement/Guarantees for 2025
I. Capital Loans
Borrowers: Subsidiary AmTRAN Vietnam Technology Company Limited
2025/12/31
Unit: NT$ thousand
| Maximum Amount for the Period | Ending Balance | Amount Withdrawn | Interest Rate Collars | Reason for short-term financing | Maximum amount permitted to a single borrower | Aggregate amount |
|---|---|---|---|---|---|---|
| 330,100 | 314,300 | - | According to the terms of the contract | Operational turnover utilization | 2,675,414 | 5,350,828 |
Note: The Company shall provide loans totaling no more than 40% of its net worth. For single enterprises, the Company shall individually provide loans amounting to no more than 20% of its net worth to subsidiaries of which the Company directly holds 90% of the ordinary shares and no more than 10% of its net worth for the current period to the remaining subsidiaries.
II. Endorsement/Guarantees
(I) Counterparties: Subsidiary AmTRAN Vietnam Technology Company Limited
2025/12/31
Unit: NT$ thousand
| Limit on Endorsements/Guarantees for a Single Enterprise | Maximum Amount of Endorsement/Guarantee for the Period | Ending Balance of Endorsements/Guarantees | Amount of Endorsements/Guarantees Collateralized by Property | Percentage of Accumulated Amount of Endorsements/Guarantees in Relation to Net Worth As Stated in the Most Recent Financial Statements | Ceiling on Endorsements/Guarantees |
|---|---|---|---|---|---|
| 2,675,414 | 1,485,450 | 1,005,760 | - | 7.52 | 6,688,536 |
(II) Counterparties: Subsidiary Rick Technology Inc.
2025/12/31
Unit: NT$ thousand
| Limit on Endorsements/Guarantees for a Single Enterprise | Maximum Amount of Endorsement/Guarantee for the Period | Ending Balance of Endorsements/Guarantees | Amount of Endorsements/Guarantees Collateralized by Property | Percentage of Accumulated Amount of Endorsements/Guarantees in Relation to Net Worth As Stated in the Most Recent Financial Statements | Ceiling on Endorsements/Guarantees |
|---|---|---|---|---|---|
| 2,675,414 | 1,485,450 | 408,590 | - | 3.05 | 6,688,536 |
Note: The endorsement/guarantee was provided in accordance with the Company's Procedures for Endorsements/Guarantees. The Company shall provide endorsements/guarantees totaling no more than 50% of its net worth as stated in its most recent financial statements. For single enterprises, the Company shall individually provide endorsements/guarantees amounting to no more than 20% of its net worth for the current period to subsidiaries of which the Company directly holds 90% of the ordinary shares and no more than 10% of its net worth for the current period to the remaining subsidiaries. Net worth shall be determined in accordance with the most recent financial statements audited and reviewed by CPAs.
Attachment VI.
AmTRAN Technology Co., Ltd.
Profit Distribution Statement for 2025
Unit: NT$
| Item | AMOUNT |
|---|---|
| Undistributed earnings for the beginning of the period | 2,214,309,322 |
| Add: Net profit for the period | 791,597,195 |
| Less: Items other than net income for the period | (498,495) |
| Actuarial gain (loss) on defined benefit plan | 420,047 |
| Income tax relating to components of other comprehensive income | (84,009) |
| Reclassification of Financial Assets Measured at Fair Value to Retained Earnings | (834,533) |
| Less: Legal reserve at 10% | (79,109,870) |
| Distributable earnings for the period | 2,926,298,152 |
| Distribution item | |
| Shareholder dividend (cash dividend) - NT$1.2 per share | (732,000,000) |
| Undistributed earnings at the end of the period | 2,194,298,152 |
Chairman:
Alpha Wu
President:
Sam Wu
Accounting Manager:
Scottie Chiu
Attachment VII.
Comparison Table of Amendments to the AmTRAN Technology Co., Ltd. Regulations Governing the Acquisition and Disposal of Assets
| Articles after the amendments | Current Provisions | Description |
|---|---|---|
| Article 1: Goal(s) | ||
| To safeguard assets, ensure information transparency, and strengthen the Company’s management of asset acquisition and disposal, this procedure has been established. | Article 1: Goal(s) | |
| To safeguard investments, ensure information transparency, and strengthen the Company’s management of acquisition and disposal, this procedure has been established. | In compliance with regulatory amendments and the Company’s internal approval authority regulations and revised operational procedures. | |
| Article 2: Legal Basis | ||
| This procedure is implemented in accordance with Article 36-1 of the Securities and Exchange Act and the relevant provisions of the Regulations Governing the Acquisition and Disposal of Assets by Public Companies promulgated by the Financial Supervisory Commission. | Article 2: Legal Basis | |
| This procedure is implemented in accordance with Article 36-1 of the Securities and Exchange Act and the provisions set forth in the letter Tai-Cai-Zheng (1) No. 0910006105 issued by the Securities and Futures Bureau of the Ministry of Finance (hereinafter referred to as the SFBC) on December 10, 2002. | ||
| Article 3: Approval Authority | ||
| The Company’s purchases and sales of long-term and short-term marketable securities shall be approved in accordance with the authorized approval limits. | Article 3: Approval Authority | |
| The Company’s purchases and sales of long-term and short-term marketable securities shall be approved by the Manager or Chairman. | ||
| Article 8: When the Company acquires or disposes of assets under the following | Article 8: When the Company acquires or disposes of assets under the following |
| Articles after the amendments | Current Provisions | Description |
|---|---|---|
| circumstances, it shall, according to the nature of the transaction and in the prescribed format, disclose and report the relevant information on the designated website of the competent authority within two days from the date the event occurs: | ||
| (1 to 3 skipped due to being unamended.) | circumstances, it shall, according to the nature of the transaction and in the prescribed format, disclose and report the relevant information on the designated website of the competent authority within two days from the date the event occurs: | |
| (1 to 3 skipped due to being unamended.) | ||
| IV. Acquisitions or disposals of equipment or right-of-use assets for business operations, where the counterparty is not a related party, and the transaction amount meets any of the following criteria: | ||
| (I) For publicly listed companies with paid-in capital of less than NT$10 billion, transaction amounts reaching NT$500 million or more. | ||
| (II) For publicly listed companies with paid-in capital of over NT$10 billion and less than NT$50 billion, transaction amounts reaching NT$1 billion or more. | ||
| (III) For a publicly listed company with paid-in capital exceeding NT$50 billion, the transaction amount reaches more than 5% of the Company’s paid-in capital. | ||
| V. The Company acquires real estate through self-commissioned construction on owned land, commissioned construction on leased land, | IV. Acquisitions or disposals of equipment or right-of-use assets for business operations, where the counterparty is not a related party, and the transaction amount meets any of the following criteria: | |
| (I) For publicly listed companies with paid-in capital of less than NT$10 billion, transaction amounts reaching NT$500 million or more. | ||
| (II) For publicly listed companies with paid-in capital of over NT$10 billion, transaction amounts reaching NT$1 billion or more. | ||
| V. The Company acquires real estate through self-commissioned construction on owned land, commissioned construction on leased land, joint construction with property division, joint construction with profit sharing, and joint construction with property sale, provided that the transaction counterparties are not related parties. The Company anticipates that the total |
| Articles after the amendments | Current Provisions | Description |
|---|---|---|
| joint construction with property division, joint construction with profit sharing, and joint construction with property sale, provided that the transaction counterparties are not related parties. The Company anticipates that the total transaction amount will reach or exceed NT$500 million. | ||
| (Remainder skipped due to being unamended.) | transaction amount will reach or exceed NT$500 million. | |
| (Remainder skipped due to being unamended.) | ||
| Article 16: For a publicly listed company, when acquiring or disposing of real estate or its usage rights assets with related parties, or acquiring or disposing of other assets with related parties, and the transaction amount reaches 20% of the Company’s paid-in capital, 10% of total assets, or NT$300 million or more, except for the purchase and sale of domestic government bonds, repurchase and resale conditional bonds, or subscription or repurchase of money market funds issued by domestic securities investment trust enterprises, the following information must be submitted for approval by the Board of Directors and acknowledgment by the Supervisors | Article 16: For a publicly listed company, when acquiring or disposing of real estate or its usage rights assets with related parties, or acquiring or disposing of other assets with related parties, and the transaction amount reaches 20% of the Company’s paid-in capital, 10% of total assets, or NT$300 million or more, except for the purchase and sale of domestic government bonds, repurchase and resale conditional bonds, or subscription or repurchase of money market funds issued by domestic securities investment trust enterprises, the following information must be submitted for approval by the Board of Directors and acknowledgment by the Supervisors |
| Articles after the amendments | Current Provisions | Description |
|---|---|---|
| before entering into the transaction contract and making any payment: | before entering into the transaction contract and making any payment: | |
| I. The purpose, necessity, and expected benefits of acquiring or disposing of assets. | I. The purpose, necessity, and expected benefits of acquiring or disposing of assets. | |
| II. Reasons for selecting related parties as transaction counterparties. | II. Reasons for selecting related parties as transaction counterparties. | |
| III. Acquisition of real estate or its usage rights from related parties, along with relevant information assessing the reasonableness of the proposed transaction terms in accordance with Article 17. (Remainder skipped due to being unamended.) | III. Acquisition of real estate or its usage rights from related parties, along with relevant information assessing the reasonableness of the proposed transaction terms in accordance with Articles 16 and 17. (Remainder skipped due to being unamended.) | |
| Article Deleted | Transactions conducted between the publicly listed Company and its parent company, subsidiaries, or subsidiaries in which the Company directly or indirectly holds 100% of the issued shares or total capital may be authorized in advance by the Chairman within a specified limit pursuant to Article 7, Paragraph 1, Subparagraph 3. Such transactions shall subsequently be submitted for ratification at the next board of directors meeting. I. Acquisition or disposal of equipment or right-of-use assets for business operations. II. Acquisition or disposal of property right-of-use assets for business operations. | |
| The Company has established an Audit Committee. Matters requiring approval by the Supervisors in | For companies that have established an Audit Committee in accordance with these regulations, |
| Articles after the amendments | Current Provisions | Description |
|---|---|---|
| accordance with Paragraph 1 must first obtain the consent of more than half of all members of the Audit Committee and then be submitted to the Board of Directors for resolution. | ||
| (Remainder skipped due to being unamended.) ) | matters requiring approval by the Supervisors in accordance with Paragraph 1 must first obtain the consent of more than half of all members of the Audit Committee and then be submitted to the Board of Directors for resolution, in accordance with the provisions of Paragraphs 4 and 5 of Article 6. | |
| (Remainder skipped due to being unamended.) ) |
Appendix I.
AmTRAN Technology Co., Ltd.
Articles of Incorporation
Chapter 1. General Provisions
Article 1: The Company is organized in accordance with the Company Act and is named "瑞軒科技股份有限公司" in Chinese. ("AmTRAN Technology Co., Ltd." in English).
Article 2: The Company engages in the following businesses:
- CB01010 Mechanical Equipment Manufacturing
- CB01990 Other Machinery Manufacturing
- CC01030 Electrical Appliances and Audiovisual Electronic Products Manufacturing
- CC01070 Wireless Communication Mechanical Equipment Manufacturing
- CC01110 Computer and Peripheral Equipment Manufacturing
- CC01101 Restrained Telecom Radio Frequency Equipment and Materials Manufacturing
- CC01080 Electronics Components Manufacturing
- CE01030 Optical Instruments Manufacturing
- CP01010 Hand Tools Manufacturing
- CQ01010 Mold and Die Manufacturing
- F113010 Wholesale of Machinery
- F113050 Wholesale of Computers and Clerical Machinery Equipment
- F118010 Wholesale of Computer Software
- F213030 Retail Sale of Computers and Clerical Machinery Equipment
- F213080 Retail Sale of Machinery and Tools
- F213060 Retail Sale of Telecommunication Apparatus
- F218010 Retail Sale of Computer Software
- I501010 Product Designing
- F113020 Wholesale of Electrical Appliances
- F213010 Retail Sale of Electrical Appliances
- F401010 International Trade
- F119010 Wholesale of Electronic Materials
- F219010 Retail Sale of Electronic Materials
- F401021 Restrained Telecom Radio Frequency Equipment and Materials Import
- CC01990 Other Electrical Engineering and Electronic Machinery Equipment Manufacturing
- CH01040 Toys Manufacturing
- F106060 Wholesale of Pet Food and Supplies
- F206050 Retail Sale of Pet Food and Supplies
- F109070 Wholesale of Culture, Education, Musical Instruments and Educational Entertainment Supplies
- F209060 Retail Sale of Culture, Education, Musical Instruments and Educational Entertainment Supplies
- F203010 Retail Sale of Food, Grocery and Beverage
- F108040 Wholesale of Cosmetics
- F208040 Retail Sale of Cosmetics
- F113030 Wholesale of Precision Instruments
- F213040 Retail Sale of Precision Instruments
- ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
Article 3: The headquarters of the Company is located in New Taipei City. The Company may set up branch offices in Taiwan and overseas by a resolution adopted by the Board of Directors when necessary.
Article 4: The Company may, depending on its business needs, make external investments and may, by a resolution adopted by the Board of Directors, be a shareholder of limited liability of another company, and the total amount of its investment shall not be restricted by the investment quota stipulated in Article 13 of the Company Act.
Chapter 2. Shares
Article 5: The total capital of the Company is NT$12 billion, which is divided into 1.2 billion shares at a par value of NT$10 per share. The Board of Directors shall be authorized to issue such shares in installments.
Out of the total capital indicated in the first paragraph, NT$400 million shall be reserved for the issuance of employee stock warrants comprising 40 million
shares in total at NT$10 per share. The warrants may be issued in installments by a resolution adopted by the Board of Directors.
When transferring treasury shares purchased by the Company, the eligible recipients of such shares shall include employees at the companies controlled by the Company or the subsidiaries of the Company who meet certain conditions. Such conditions and the transfer method shall be decided by a resolution adopted by the Board of Directors.
When issuing employee stock warrants, the eligible recipients of such warrants shall include employees at the companies controlled by the Company or the subsidiaries of the Company who meet certain conditions. Such conditions and the transfer method shall be decided by a resolution adopted by the Board of Directors.
When issuing new shares, employees who are eligible to subscribe to such shares shall include employees at the companies controlled by the Company or the subsidiaries of the Company who meet certain conditions. Such conditions and the transfer method shall be decided by a resolution adopted by the Board of Directors.
When issuing restricted stock awards, the eligible recipients of such awards shall include employees at the companies controlled by the Company or the subsidiaries of the Company who meet certain conditions. Such conditions and the transfer method shall be decided by a resolution adopted by the Board of Directors.
Article 5-1
The Company shall transfer shares to employees at a price lower than the average price of shares repurchased or transfer employee stock warrants to employees at a price lower than the market price (net asset value per share) with the approval of shareholders representing more than two-thirds of the voting rights at a meeting attended by shareholders holding more than half the total number of issued shares.
Article 6:
The shares of the Company are registered shares. The share certificates shall be affixed with the signature or stamp of the director representing the Company and duly certified by the competent authority or its authorized issuer before they are issued. The Company may be exempted from printing any share certificate for the shares it issues, and shall register the issued shares with a centralized securities depository enterprise.
Article 7:
Registration for transfer of shares shall be suspended within 60 days prior to an
annual shareholders' meeting, within 30 days prior to an extraordinary shareholders' meeting or within five days prior to the day when dividend, bonus or other benefits are scheduled to be distributed by the Company.
Article 7-1 The Company's stock affairs shall be handled in accordance with the "Regulations Governing the Administration of Shareholder Services of Public Companies" promulgated by the competent authority.
Chapter 3. Shareholders' Meetings
Article 8: There are two types of shareholders' meeting, namely annual shareholders' meeting and extraordinary shareholders' meeting. An annual shareholders' meeting shall be convened by the Board of Directors each year within six months after the end of a fiscal year. An extraordinary shareholders' meeting shall be convened in accordance with the law when necessary.
Article 8-1 The Company's shareholders' meeting may be convened by video conference or other methods announced by the central competent authority.
With regard to the conditions, operating procedures, and other compliance matters for the adoption of the shareholders' meetings by video conference, where the competent authority of securities has other regulations, such regulations shall apply.
Article 9: Voting rights may be exercised by correspondence or electronic means at a shareholders' meeting convened by the Company.
When a shareholder is unable to attend a shareholders' meeting for any reason, the shareholder may appoint a proxy to attend the meeting on his/her behalf by presenting a proxy form printed by the Company which specifies the scope of authorization. Attendance by proxy on behalf of shareholders shall be governed by not only Article 177 of the Company Act, but also the "Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies" promulgated by the competent authority.
Article 10: Unless otherwise provided by the law, shareholders of the Company shall be entitled to one vote for each share held.
Article 11: Unless otherwise provided by the relevant laws and regulations, a resolution of the shareholders' meeting shall be adopted with the approval of shareholders representing more than half the voting rights at the meeting attended, either in person or by proxy, by shareholders holding more than half the total number of issued shares. However, a resolution for the following matters shall be adopted
with the approval of shareholders representing more than half the voting rights at the meeting attended, either in person or by proxy, by shareholders holding more than two-thirds of the total number of issued shares.
- Acquisition of or merger with other domestic or foreign companies.
- Dissolution, liquidation or split-up.
Article 11-1 If a shareholders’ meeting is convened by the Board of Directors, the meeting shall be chaired by the Chairman. When the Chairman is absent, the Chairman shall appoint one of the directors to chair the meeting. In the event that the Chairman does not make such a designation, the directors shall select from among themselves one person to chair the meeting. If a shareholders’ meeting is convened by a person with the right to convene other than the Board of Directors, the meeting shall be chaired by the person with the right to convene. In the event that there are two or more people with the right to convene, they shall select from among themselves one person to chair the meeting.
Chapter 4. Directors and Board of Directors
Article 12: The Company shall appoint 9 to 15 directors whose term of office is three years. The candidate nomination system shall be adopted in the election of directors at the Company in accordance with Article 192-1 of the Company Act. Directors shall be elected from the list of candidates at the shareholders’ meeting, and shall be eligible for re-election. The total number of shares held by all the directors of the Company, excluding independent directors, shall be governed by the relevant rules and regulations promulgated by the competent authority in charge of securities affairs.
Among the directors of the Company mentioned in the preceding paragraph, there shall be no less than three independent directors and the number of independent directors shall be no less than one-third of the total number of directors at the Company. Professional qualifications, restrictions on shareholdings and concurrent positions, methods of nomination, and other matters associated with independent directors shall be governed by the relevant rules and regulations promulgated by the competent authority.
Article 12-1 The Company shall establish the Audit Committee in accordance with Article 14-4 of the Securities and Exchange Act. The Audit Committee shall be fully composed of independent directors, where one of the members shall be the convener of the committee, and at least one member shall possess accounting or
finance expertise.
The Audit Committee and its members shall be responsible for performing the duties and responsibilities of supervisors stipulated in the Company Act, the Securities and Exchange Act, and other laws and regulations.
Article 13: A chairman shall be elected from among the directors by a majority vote at a meeting attended by more than two-thirds of the total number of directors at the Company. The Chairman shall represent the Company in public.
Article 14: When the Chairman is on leave or is unable to exercise his/her powers for any reason, a person shall be elected to act on his/her behalf in accordance with Article 208 of the Company Act.
Article 14-1 Unless otherwise provided for in the Company Act, a Board of Directors' meeting must be attended by more than half the total number of directors. A resolution shall be adopted with the approval of more than half the directors present at the meeting. Directors shall attend a Board of Directors' meeting in person. If a director is unable to attend a Board of Directors' meeting for any reason, the director may appoint other directors to attend the meeting on his/her behalf; however, a director may only be appointed to serve as a proxy for one other director only.
A Board of Directors' meeting may be convened via video conferencing. Directors who participate in the meeting via video conferencing shall be deemed to have attended the meeting in person.
Article 14-2 The Company may take out liability insurance for all the directors depending on actual needs.
Article 14-3 The directors of the Company shall be notified of the convening of a Board of Directors' meeting seven days prior to the meeting. In case of an emergency, a Board of Directors' meeting may be convened at any time.
Directors may be notified of the convening of a Board of Directors' meeting as mentioned in the preceding paragraph in writing, by fax or via e-mail.
Article 15: The Board of Directors shall be authorized to determine the remuneration of directors based on their level of participation and value of contribution to the operations of the Company, as well as by reference to prevailing industry standards.
Chapter 5. Managers
Article 16: The Company shall appoint a number of managers. The appointment, discharge,
and remuneration of managers shall be handled in accordance with Article 29 of the Company Act.
Chapter 6. Accounting
Article 17: The Audit Committee shall review the reports and statements which are prepared and to be submitted by the Board of Directors to the shareholders’ meeting, and report their opinions at the shareholders’ meeting.
Article 18: If the Corporation records a profit, The Company Act requires that no less than 3% of the said profit shall be set aside for employee rewards. Additionally, no less than 3% of the aforementioned employee remuneration shall be allocated for distributing remuneration to entry-level employees. The Board of Directors shall determine whether to issue rewards in the form of stocks or cash. Recipients of the said rewards shall include employees at the Corporation who satisfy specific criteria.
The Company is authorized to allocate the aforementioned profit amount, with a resolution from the Board of Directors to allocate no more than 5% as director remuneration. The distribution of employee remuneration, entry-level employee remuneration, and director remuneration shall be reported to the shareholders’ meeting.
If the Company still records accumulated losses, the Company shall reserve a portion of its profit to make up for losses before allocating employee remuneration, entry-level employee remuneration distribution, and director remuneration based on the percentages indicated in the preceding paragraph.
Article 18-1 If the Company posts a profit as indicated in its final annual accounts for each half of the fiscal year, the Company shall first pay taxes in accordance with the law and make up for accumulated losses before setting aside 10% of the remaining earnings as legal reserve; however, no more earnings shall be set aside as legal reserve if the legal reserve amounts to the Company’s total paid-up capital, and the remaining earnings shall be set aside as or reversed to special reserve in accordance with the law. If there are still earnings left thereafter, the remaining earnings, or together with the accumulated undistributed earnings from the previous half of the fiscal year, shall be distributed as shareholder dividends according to the distribution plan proposed by the Board of Directors. In the event that shareholder dividends are to be distributed in the form of new shares, such distribution shall be carried out by a resolution adopted at the
shareholders' meeting. In the event that shareholder dividends are to be distributed in the form of cash, such distribution shall be carried out by a resolution adopted by the Board of Directors.
Any after-tax net income shall first be used to offset the accumulated losses, if there's any, and then to appropriate 10% of the earnings as legal reserve until its amount reaches the actual paid-in capital. The remaining earnings, together with accumulated retained earnings, can be distributed as shareholders' dividends according to the Board of Directors' proposal and after the approval from the shareholders' meeting.
In the event that the Company distributes dividends and bonuses or legal reserve either fully or partially in the form of cash, the Board of Directors shall be authorized to determine such distribution by a resolution adopted by a majority vote at a meeting attended by more than two-thirds of the directors and report such distribution to the shareholders' meeting.
Shareholder dividends shall be no less than 10% of the earnings available for distribution for the current year. Shareholder dividends may be distributed in the form of cash or shares, of which cash dividends shall be no less than 20% of the total dividends. However, in case of a major capital expenditure plan in the future, shareholder dividends may be fully distributed by means of stock dividends upon approval at an annual shareholders' meeting.
The Company is a high-tech industry. In order to cope with the growth characteristics and overall environment of the technology industry, the dividend policy of the Company adopts the principle of balance, and the dividend distribution level is determined by considering factors such as profitability, financial structure and future development of the Company. Dividends are paid out of distributable surplus and may be distributed in accordance with the Company's overall capital budget plan to retain the necessary funds.
Article 19: Any matters not specified in the Articles of Incorporation shall be governed by the Company Act and the relevant laws and regulations.
Article 19-1 The Company may provide external guarantees in consideration of its business needs, which shall be handled in accordance with the Company's regulations governing endorsements/guarantees.
Article 19-2 The Company's charters and bylaws shall be established separately by the Board of Directors.
Chapter 7. Supplementary Provisions
Article 20: The Articles of Incorporation were established on August 5, 1994.
The 1st amendment was made on March 12, 1995.
The 2nd amendment was made on April 6, 1995.
The 3rd amendment was made on September 1, 1995.
The 4th amendment was made on October 16, 1995.
The 5th amendment was made on August 29, 1997.
The 6th amendment was made on December 19, 1997.
The 7th amendment was made on June 18, 1998.
The 8th amendment was made on May 10, 1999.
The 9th amendment was made on May 15, 2000.
The 10th amendment was made on May 15, 2000.
The 11th amendment was made on May 15, 2001.
The 12th amendment was made on May 15, 2001.
The 13th amendment was made on May 7, 2002.
The 14th amendment was made on June 10, 2003.
The 15th amendment was made on June 25, 2004.
The 16th amendment was made on June 14, 2005.
The 17th amendment was made on June 15, 2006.
The 18th amendment was made on June 13, 2007. However, Article 5-1 and Article 18, which were amended in line with the recognition of employee bonus as an expense, took effect on the implementation date (January 1, 2008) announced by the competent authority.
The 19th amendment was made on June 13, 2008.
The 20th amendment was made on June 16, 2009.
The 21st amendment was made on June 18, 2010.
The 22nd amendment was made on June 24, 2011.
The 23rd amendment was made on June 11, 2014.
The 24th amendment was made on June 17, 2015.
The 25th amendment was made on June 7, 2016.
The 26th amendment was made on June 12, 2018.
The 27th amendment was made on June 12, 2019.
The 28th amendment was made on June 14, 2022.
The 29th amendment was made on June 12, 2024.
The 30th amendment was made on May 21, 2025.
Appendix II.
AmTRAN Technology Co., Ltd. and its subsidiaries
Regulations Governing the Acquisition and Disposal of Assets (Pre-Amendments)
Article 1: Goal(s)
To safeguard investments, ensure information transparency, and strengthen the Company's management of acquisition and disposal, this procedure has been established.
Article 2: Legal Basis
This procedure is implemented in accordance with Article 36-1 of the Securities and Exchange Act and the provisions set forth in the letter Tai-Cai-Zheng (1) No. 0910006105 issued by the Securities and Futures Bureau of the Ministry of Finance (hereinafter referred to as the SFBC) on December 10, 2002.
Article 3: Scope of Assets
The scope of assets referred to in this procedure is as follows:
- Investments in marketable securities including stocks, government bonds, corporate bonds, financial bonds, securities of commendation funds, depositary receipts, subscription (warrant) rights, beneficiary certificates, and asset-backed securities.
- Real estate (including land, buildings and constructions, investment properties, and construction inventory) and equipment.
- Membership licenses.
- Patents, copyrights, trademarks, licenses, and other intangible assets.
- Right-of-use assets.
- Claims against financial institutions (including receivables, purchased drafts discounted, loans, and collection receivables).
- Derivative financial instruments.
- Assets acquired or disposed of through mergers, divisions, acquisitions, or share transfers in accordance with the law.
- Other significant assets.
Article 4: Assessment Procedures
When the Company acquires or disposes of marketable securities, except for those securities with an active market public quotation or as otherwise regulated by the Financial Supervisory Commission, the Company is exempt from applying Article 10 of the Regulations Governing the Acquisition and Disposal of Assets by Public Companies. This article requires obtaining the target company's most recent financial statements audited or reviewed by a certified public accountant and, if the transaction amount reaches 20% of the Company's paid-in capital or exceeds NT$300 million, obtaining an opinion from the accountant regarding the reasonableness of the transaction price.
Article 5: Asset Acquisition or Disposal Procedures
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For the acquisition or disposal of assets, the responsible unit shall evaluate the reasons for the proposed acquisition or disposal, the subject matter, the counterparty, the transfer price, payment terms, and the basis for price reference. The evaluation shall then be submitted to the authorized unit for approval and executed by the management department. All related matters shall be handled in accordance with the relevant operational regulations of the Company’s internal control system and this procedure.
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The Company’s Financial Department is responsible for the management of short-term and long-term investments in negotiable securities, while the execution units for property, plant, equipment, or right-of-use assets are the respective user departments and related responsible units. Other assets that are not investments in securities, real estate, equipment, or right-of-use assets shall be recognized only after evaluation by the relevant operational units.
The acquisition or disposal of assets is conducted in accordance with the relevant provisions of the Company’s internal control system. If any major violations are discovered, the relevant personnel shall be disciplined in accordance with the nature of the violation.
Article 6: Approval Authority
The Company’s purchases and sales of long-term and short-term marketable securities shall be approved by the Manager or Chairman.
Article 7: Investment Quota
The Company may acquire real estate and usage rights assets or negotiable securities not intended for business operations. The total investment amount shall not exceed 30% of total assets. Investments in negotiable securities shall not exceed 20% of total assets, and the investment amount in any individual negotiable security shall not exceed 10% of total assets.
Article 8: When the Company acquires or disposes of assets under the following circumstances, it shall, according to the nature of the transaction and in the prescribed format, disclose and report the relevant information on the designated website of the competent authority within two days from the date the event occurs:
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Acquisitions or disposals of real estate or usage rights assets from or to related parties, or transactions with related parties involving assets other than real estate or usage rights assets, where the transaction amount reaches 20% of the Company’s paid-in capital, 10% of total assets, or NT$300 million or more. However, the purchase and sale of domestic government bonds, bonds with repurchase and resale conditions, and the subscription or repurchase of money market funds issued by domestic securities investment trust enterprises are not subject to this restriction.
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Carry out mergers, divisions, acquisitions, or share transfers.
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Losses from derivative transactions have reached the maximum loss limit specified in the prescribed handling procedures for all or individual contracts.
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Acquisitions or disposals of equipment or right-of-use assets for business operations, where the counterparty is not a related party, and the transaction amount meets any of the following criteria:
(1) For publicly listed companies with paid-in capital of less than NT$10 billion, transaction amounts reaching NT$500 million or more.
(2) For publicly listed companies with paid-in capital of over NT$10 billion, transaction amounts reaching NT$1 billion or more.
- The Company acquires real estate through self-commissioned construction on owned land, commissioned construction on leased land, joint construction with property division, joint construction with profit sharing, and joint construction with property sale, provided that the transaction counterparties are not related parties. The Company anticipates that the total transaction amount will reach or exceed NT$500 million.
Asset transactions other than the preceding five categories, disposal of claims by financial institutions, or investments in the Mainland China region, with transaction amounts reaching 20% of the Company’s paid-in capital or NT$300 million or more. However, the following circumstances are not included in this limitation:
(1) Trading of domestic government bonds or foreign government bonds with credit ratings not lower than Taiwan’s sovereign credit rating.
(2) For professional investors, this includes the trading of securities on the stock exchange or at securities firms’ business locations; subscribing to foreign government bonds or publicly issued ordinary corporate bonds and general financial bonds that do not involve equity (excluding subordinated bonds) in the primary market; subscribing to or repurchasing securities investment trusts or futures trusts; subscribing to or selling index investment securities; and securities underwritten or subscribed by securities firms acting as underwriters or as designated sponsors for emerging stock companies in accordance with the regulations of the Taiwan Stock Exchange Corporation.
(3) Trading bonds with repurchase and resale conditions, as well as subscribing to or repurchasing money market funds issued by domestic securities investment trust enterprises.
The transaction amount in the preceding paragraph is calculated as follows:
- The amount of each transaction.
- The cumulative amount of transactions involving the acquisition or disposal of the same nature of assets with the same counterparty within one year.
- The cumulative amount of acquisition or disposal (accumulated separately for acquisition and disposal) of real estate or its usage rights assets related to the same development project within one year.
- The amount accumulated within one year for the acquisition or disposal
(accumulated separately for acquisition and disposal) of the same security. The term “within one year” as mentioned above refers to the one-year period preceding the date on which the transaction actually occurred. Items already disclosed in accordance with the provisions of these regulations are exempt from being counted again.
Publicly listed companies shall, by the 10th day of each month, submit to the designated information reporting website of the competent authority the status of derivative transactions conducted by the Company and its subsidiaries that are not publicly listed domestic companies, as of the end of the previous month, in the prescribed format.
If a publicly listed company discovers any errors or omissions in the items required to be disclosed at the time of announcement, it shall re-announce and file all items within two days from the date of becoming aware of such errors or omissions.
For publicly listed companies, the acquisition or disposal of assets must be accompanied by the relevant contracts, meeting minutes, registration books, appraisal reports, and opinions from accountants, lawyers, or securities underwriters. Unless otherwise stipulated by law, these documents shall be retained by the Company for a minimum of five years.
Article 9: Deadlines for Required Announcements and Filings
If, after the Company has announced and reported a transaction in accordance with the preceding article, any of the following circumstances occur, the Company shall disclose and report the relevant information on the designated website of the competent authority within two days from the date the event occurs:
- There have been changes, terminations, or cancellations to the contracts originally executed in the transaction.
- The merger, division, acquisition, or share transfer was not completed according to the contractual scheduled date.
- The originally announced filing has been amended.
Article 10: For publicly listed companies, the acquisition or disposal of real estate, equipment, or their right-of-use assets, except for transactions with domestic government agencies, self-developed or leased land construction projects, or the acquisition or disposal of equipment or their right-of-use assets for business operations, must obtain a professional appraisal report prior to the occurrence of the transaction if the transaction amount reaches 20% of the Company’s paid-in capital or NT$300 million. Such transactions must also comply with the following requirements:
- When, due to special circumstances, a restricted price, specific price, or special price must be used as the reference for the transaction price, such transaction shall first be approved by a resolution of the Board of Directors;
the same procedure shall apply if the transaction terms are subsequently changed.
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For transactions exceeding NT$1 billion, valuations must be conducted by two or more professional appraisers.
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If the professional appraiser’s valuation results meet any of the following conditions, except when the valuation of acquired assets is consistently higher than the transaction amount or the valuation of disposed assets is consistently lower than the transaction amount, the Company shall request the certified public accountant to provide a specific opinion on the reasons for the discrepancies and the appropriateness of the transaction prices:
(1) The difference between the appraised value and the transaction amount exceeds 20% of the transaction amount.
(2) The valuation results from more than two professional appraisers differ by more than 10% of the transaction amount.
- The date of the professional appraiser’s report and the contract execution date shall not exceed three months. However, if the valuation is for the same reporting period and is not older than six months, the opinion may be issued by the original professional appraiser.
Article 11: When a publicly listed company acquires or disposes of marketable securities, it shall obtain the most recent audited or reviewed financial statements of the target company, prepared by a certified public accountant, prior to the transaction date to serve as a reference for evaluating the transaction price. Furthermore, if the transaction amount reaches 20% of the Company’s paid-in capital or exceeds NT$300 million, the Company shall, before the transaction date, engage a certified public accountant to provide an opinion on the reasonableness of the transaction price. However, this does not apply to securities that have an active market with publicly quoted prices or those otherwise regulated by the Financial Supervisory Commission (hereinafter referred to as the FSC).
Article 12: For a publicly listed company, when the acquisition or disposal of intangible assets, rights to use assets, or membership certificates reaches 20% of the Company’s paid-in capital or exceeds NT$300 million, except for transactions with domestic government agencies, the Company shall obtain an accountant’s opinion on the reasonableness of the transaction price prior to the occurrence of the transaction.
Article 13: When the Company acquires or disposes of assets through court auction procedures, it may use certification documents issued by the court in lieu of appraisal reports or certified public accountant opinions.
Article 14: Valuation reports or opinion letters obtained by the Company from professional
appraisers, accountants, lawyers, or securities underwriters must comply with the following requirements regarding the qualifications of the appraisers and their personnel, accountants, lawyers, or securities underwriters:
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The Company has never been subject to a final judgment of imprisonment for more than one year due to violations of this Act, the Company Act, the Banking Act, the Insurance Act, the Financial Holding Company Act, the Business Entity Accounting Act, or for offenses involving fraud, breach of trust, embezzlement, forgery of documents, or other criminal acts related to its business operations. However, this restriction does not apply to those who have completed their sentence, have served their probation period, or have been pardoned for more than three years.
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The parties to the transaction shall not be related parties or have any substantive relationship.
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If the Company obtains appraisal reports from two or more professional appraisers, the appraisers or appraisal personnel must not be related parties or have any substantial relationship with one another.
When issuing valuation reports or opinion letters, the aforementioned personnel shall comply with the self-regulatory standards of their respective industry associations as well as the following requirements:
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Before undertaking any project, the Company shall carefully assess its professional capabilities, practical experience, and independence.
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When executing cases, the Company shall properly plan and implement appropriate operational procedures to reach conclusions and issue reports or opinions accordingly. The procedures performed, data collected, and conclusions reached shall be thoroughly documented in the case working papers.
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The appropriateness and reasonableness of the data sources, parameters, and information used shall be individually assessed as the basis for issuing valuation reports or opinions.
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The declaration shall include that the relevant personnel possess professionalism and independence, have assessed that the information used is appropriate and reasonable, and have complied with applicable laws and regulations.
Article 15: When the Company acquires or disposes of assets with related parties, in addition to complying with the required resolution procedures and assessing the reasonableness of the transaction terms, any transaction amounting to 10% or more of the Company's total assets must also obtain a valuation report or an accountant's opinion issued by a qualified professional in accordance with regulations.
The calculation of the transaction amount in the preceding paragraph shall be conducted in accordance with the provisions of Article 8, Paragraph 2.
When determining whether a transaction counterparty is a related party, the
Article 16: Company considers not only its legal form but also the substantive relationship.
For a publicly listed company, when acquiring or disposing of real estate or its usage rights assets with related parties, or acquiring or disposing of other assets with related parties, and the transaction amount reaches 20% of the Company’s paid-in capital, 10% of total assets, or NT$300 million or more, except for the purchase and sale of domestic government bonds, repurchase and resale conditional bonds, or subscription or repurchase of money market funds issued by domestic securities investment trust enterprises, the following information must be submitted for approval by the Board of Directors and acknowledgment by the Supervisors before entering into the transaction contract and making any payment:
- The purpose, necessity, and expected benefits of acquiring or disposing of assets.
- Reasons for selecting related parties as transaction counterparties.
- Acquisition of real estate or its usage rights from related parties, along with relevant information assessing the reasonableness of the proposed transaction terms in accordance with Articles 16 and 17.
- The original acquisition dates and prices by related parties, the transaction counterparts, and their relationships with the Company and the related parties.
- A forecast of the Company’s monthly cash inflows and outflows for the one-year period beginning in the contract month, along with an assessment of the necessity of the transactions and the reasonableness of fund utilization.
- Valuation reports issued by professional appraisers obtained in accordance with the preceding article, or opinions from certified public accountants.
- The restrictions and other significant terms and conditions of this transaction.
Transactions conducted between the publicly listed Company and its parent company, subsidiaries, or subsidiaries in which the Company directly or indirectly holds 100% of the issued shares or total capital may be authorized in advance by the Chairman within a specified limit pursuant to Article 7, Paragraph 1, Subparagraph 3. Such transactions shall subsequently be submitted for ratification at the next board of directors meeting.
- Acquisition or disposal of equipment or right-of-use assets for business operations.
- Acquisition or disposal of property right-of-use assets for business operations.
For companies that have established independent directors in accordance with the relevant regulations, when submitting matters for the board of directors’ discussion as required in the first paragraph, the opinions of all independent directors shall be fully considered. If any independent director has dissenting or
reserved opinions, such opinions shall be recorded in the minutes of the board meeting.
For companies that have established an Audit Committee in accordance with these regulations, matters requiring approval by the Supervisors in accordance with Paragraph 1 must first obtain the consent of more than half of all members of the Audit Committee and then be submitted to the Board of Directors for resolution, in accordance with the provisions of Paragraphs 4 and 5 of Article 6.
If a publicly listed company or its subsidiary that is not domestically publicly listed engages in a transaction under the first item, and the transaction amount reaches or exceeds 10% of the publicly listed company's total assets, the publicly listed company shall submit the information specified in the first item to the shareholders' meeting for approval before entering into the transaction contract and making any payment. However, this does not apply to transactions between the publicly listed company and its parent company, subsidiaries, or between its subsidiaries.
The calculation of the transaction amounts for the first item and the preceding item shall be conducted in accordance with the provisions of Article 8, Paragraph 2. The term "within one year" refers to the one-year period retrospectively calculated from the actual date of the current transaction. Transactions that have been submitted to and approved by the shareholders' meeting, the audit committee, and the board of directors in accordance with these regulations are partially exempt from being included again.
Article 17: The Company's acquisition of real estate or its usage rights from related parties shall assess the reasonableness of the transaction costs in accordance with the following methods:
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At related party transaction prices, plus necessary financing interest and costs legally borne by the buyer. The interest cost of necessary funds is calculated based on the weighted average interest rate of the Company's borrowings for asset acquisitions during the year; however, it shall not exceed the maximum borrowing interest rate for non-financial industries announced by the Ministry of Finance.
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If a related party has used the collateral to secure a loan from a financial institution, the total loan appraisal value assessed by the financial institution for the collateral must be such that the actual cumulative loan amount granted by the financial institution reaches at least 70% of the appraised value, and the loan period has exceeded one year. However, this does not apply when the financial institution and one party to the transaction are related parties.
For the acquisition or lease of land and buildings of the same subject, the Company may separately assess the transaction costs of the land and buildings using either of the methods listed in the preceding paragraph.
Except in the following circumstances, the auditor should be consulted for review and to express a specific opinion:
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Related parties acquired real estate or rights to use such assets through inheritance or gift.
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The time elapsed between the date of the related party contract for the acquisition of real estate or its usage rights and the contract date of this transaction has exceeded five years.
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Entering into joint construction contracts with related parties, or commissioning related parties to construct real estate on self-owned land or leased land, resulting in the acquisition of real estate.
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The Company, together with its parent company, subsidiaries, and subsidiaries in which it directly or indirectly holds 100% of the issued shares or total capital, has acquired right-of-use assets for real estate used in operations among these entities.
If the evaluation results under Item 1, Subparagraphs 1 and 2 are both lower than the transaction price, the matter shall be handled in accordance with Article 18. However, this does not apply if the following circumstances occur and objective evidence is provided, along with specific and reasonable opinions from a professional real estate appraiser and the accountant.
- Related parties who acquire or lease land for subsequent construction must provide evidence that they meet at least one of the following conditions:
(1) The land is assessed in accordance with the method prescribed in the preceding article, while buildings are valued based on the related party’s construction costs plus a reasonable construction profit. If the total amount exceeds the actual transaction price, the latter shall prevail. The term “reasonable construction profit” shall be based on the lower of the average gross profit margin of the related party’s construction department over the most recent three years or the latest construction industry gross profit margin published by the Ministry of Finance.
(2) Other non-related party transactions within one year involving the same property or adjacent areas with similar floor areas, where the transaction terms have been evaluated and determined to be comparable after applying reasonable floor or regional price differentials in accordance with customary real estate sale or lease practices.
- The Company provides evidence that the purchase of real estate from related parties or the leasehold rights acquired for real estate use were conducted under terms comparable to other non-related party transactions within the past year in nearby areas with similar property sizes.
The comparable transactions in nearby areas mentioned above are principally defined as those within the same or adjacent blocks and located within a radius of 500 meters from the subject of the transaction, or having a publicly announced current value that is similar. Comparable area is defined as transactions involving non-related parties with an area no less than 50% of the area of the subject property. The one-year period is calculated retrospectively from the date of the acquisition of the real estate or its right-of-use asset in this transaction.
Article 18: When the Company acquires real estate or the right to use such assets from related parties, and the appraisal conducted in accordance with Article 17 results in a value lower than the transaction price, the following procedures shall be carried out:
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A special reserve shall be appropriated in accordance with regulations for the difference between the transaction price and the appraised cost of real estate or right-of-use assets. Such reserve shall not be distributed as dividends or used for capital increase or stock dividends. For investors accounted for under the equity method who are publicly listed companies, the Company shall also appropriate a special reserve based on the proportionate share of the recognized amount in accordance with regulations.
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Independent directors shall perform their duties in accordance with Article 218 of the Company Act.
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The handling of the first and second items shall be reported to the shareholders' meeting, and the detailed information of the transactions shall be disclosed in the annual report and the prospectus.
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When the Company has appropriated special surplus reserves in accordance with the preceding regulations, such reserves may only be utilized after the assets acquired or leased at a high price have been recognized for impairment losses, disposed of, or the lease has been terminated, or appropriate compensation has been made or restoration to the original condition has been completed, or other evidence confirms that there is no unreasonable circumstance, and after obtaining approval from the Securities and Futures Bureau.
If the Company acquires real estate or rights to use such assets from related parties, and there is other evidence indicating that the transaction is not conducted in the ordinary course of business, the transaction shall also be handled in accordance with the preceding two provisions.
Article 19: When the Company engages in derivative financial instruments, it shall do so in accordance with the Company's "Procedures for Handling Derivative Transactions" and shall pay close attention to risk management and audit matters to ensure the effective implementation of internal control systems.
Article 20: When the Company conducts mergers, demergers, acquisitions, or share transfers, it shall, prior to convening the Audit Committee meeting, engage accountants, lawyers, or securities underwriters to provide opinions on the fairness of the share exchange ratio, acquisition price, or the distribution of cash or other assets to shareholders. These opinions shall be submitted to the Audit Committee and the Board of Directors for discussion and approval. However, the Company may be exempt from obtaining the aforementioned expert's
fairness opinion for the consolidation of subsidiaries in which it directly or indirectly holds 100% of the issued shares or total capital, or for the consolidation between subsidiaries in which it directly or indirectly holds 100% of the issued shares or capital.
The terms and related matters of mergers, demergers, or acquisitions shall be documented in a public disclosure addressed to the shareholders prior to the shareholders' meeting. This document, together with the expert opinions referred to in the preceding paragraph and the notice of the shareholders' meeting, shall be delivered to the shareholders as a reference for their decision on whether to approve the merger, demerger, or acquisition. However, this does not apply to mergers, divisions, or acquisitions that are exempt from shareholder meeting resolutions under other legal provisions.
If a shareholders' meeting of any company involved in a merger, division, or acquisition cannot be convened or resolved due to insufficient attendance, voting rights, or other legal restrictions, or if a proposal is rejected by the shareholders' meeting, the company involved in the merger, division, or acquisition shall immediately disclose the reasons, subsequent handling procedures, and the expected date of the shareholders' meeting.
Article 21: Unless otherwise stipulated by law or with prior approval from the securities regulatory authority due to special circumstances, the Company shall convene the Board of Directors meeting and the Shareholders' meeting on the same day to resolve matters related to mergers, divisions, or acquisitions.
Except where otherwise stipulated by law or where special circumstances require prior approval from the securities regulatory authority, companies involved in share transfers shall convene a board of directors meeting on the same day.
When the Company engages in mergers, demergers, acquisitions, or share transfers, it shall prepare a complete written record of the following information and retain it for five years for audit purposes:
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Personnel Basic Information:
Including all individuals involved in merger, division, acquisition, or share transfer plans or their execution prior to the public disclosure of the information, their titles, names, and identification numbers (passport numbers for foreigners) are provided. -
Key Event Dates:
Including the signing of letters of intent or memoranda of understanding, engagement of financial or legal advisors, contract execution, and dates of board of directors' meetings. -
Important Documents and Meeting Minutes:
Including documents such as merger, division, acquisition, or share transfer plans; letters of intent or memoranda of understanding; significant contracts; and minutes of board meetings.
When the Company participates in mergers, demergers, acquisitions, or share
transfers, it shall, within two days from the date of the board of directors' resolution, submit the information specified in the preceding Paragraphs 1 and 2 to the competent authority for record in the prescribed format via the Internet information system.
If the Company participates in mergers, demergers, acquisitions, or share transfers involving companies that are not publicly listed or whose shares are not traded on securities firms' trading venues, the Company shall enter into an agreement with such companies and handle the matters in accordance with the provisions of the preceding two paragraphs.
Article 22: The Company's participation in mergers, demergers, acquisitions, or share transfers shall not involve arbitrary changes to the share exchange ratio or acquisition price, except under the following circumstances. Any conditions permitting such changes must be stipulated in the relevant merger, demerger, acquisition, or share transfer agreement.
- Conducting cash capital increases, issuing convertible corporate bonds, distributing bonus shares, issuing corporate bonds with warrants, preferred shares with warrants, subscription warrants, and other equity-type securities.
- Disposal of significant assets by subsidiaries that affect the Company's financial operations.
- Occurrence of major disasters, significant technological changes, or other events affecting the Company's shareholders' equity or securities prices.
- Adjustments related to the repurchase of treasury shares by any party involved in mergers, demergers, acquisitions, or share transfers in accordance with the law.
- There were changes in the number of entities involved in mergers, demergers, acquisitions, or share transfers.
- Other terms subject to change as stipulated in the contract and have been publicly disclosed.
- The Company's contracts for mergers, divisions, acquisitions, or share transfers shall specify the relevant matters in accordance with regulations to protect the rights and interests of the participating companies.
Article 22-1 All persons involved in or aware of the Company's merger, division, acquisition, or share transfer plans must provide a written confidentiality commitment. Prior to the public disclosure of such information, they are prohibited from disclosing the details of the plans externally, as well as from trading, either personally or through others, any stocks or other equity-related securities of all companies involved in the merger, division, acquisition, or share transfer.
Article 23: Regulations on the Acquisition or Disposal of Assets by the Company's Subsidiaries
- The acquisition or disposal of assets by subsidiaries shall also be conducted
in accordance with the regulations established by the Company.
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If a subsidiary is not a publicly listed company in Taiwan and acquires or disposes of assets meeting the disclosure and reporting thresholds specified in Article 8, the Company shall handle the announcement and reporting matters on behalf of the subsidiary.
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The announcement and reporting standards of the subsidiaries regarding paid-in capital or total assets shall be based on the paid-in capital or total assets of the Company.
The subsidiaries referred to herein are identified in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Article 23-1 The provisions regarding ten percent of total assets in this procedure are calculated based on the total asset amount reported in the most recent individual or separate financial statements prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
If the Company’s shares have no par value or a par value other than NT$10 per share, the transaction amount threshold equivalent to 20% of paid-in capital under this procedure shall be calculated as 10% of the equity attributable to the owners of the parent. The transaction amount threshold equivalent to NT$10 billion of paid-in capital under this procedure shall be calculated as NT$20 billion of equity attributable to the owners of the parent.
Article 24: Financial Statement Disclosures
When the Company acquires or disposes of assets meeting the disclosure and reporting thresholds specified in Article 8 of this procedure, and the counterparty is a related party in substance, the details of the disclosure shall be presented in the notes to the financial statements.
Article 25: Effective Date
This procedure, after approval by the Audit Committee and the Board of Directors, shall be submitted to the shareholders’ meeting for consent. The same applies to any amendments.
If the preceding matter does not receive the consent of more than half of all members of the Audit Committee, it may be carried out with the approval of more than two-thirds of all directors, and the resolution of the Audit Committee shall be recorded in the minutes of the Board of Directors meeting.
The terms “all members of the Audit Committee” and “all directors” in the preceding paragraph refers to those actually in office.
Appendix III.
AmTRAN Technology Co., Ltd.
Rules of Procedure for Shareholders Meetings
Amended at the shareholders' meeting on June 11, 2014
Article 1: The Company's shareholders' meetings shall be conducted in accordance with the Rules, unless otherwise provided by the relevant laws and regulations or the Company's Articles of Incorporation.
Article 2: When the Company convenes a shareholders' meeting, shareholders may exercise their voting rights by correspondence or electronic means.
A shareholder who exercises his/her voting rights by correspondence or electronic means as mentioned in the preceding paragraph shall be deemed to have attended the meeting in person.
However, the shareholder shall be deemed to have waived his/her rights in respect of extempore motions or amendments to original proposals in the meeting.
The shareholders present shall hand in a sign-in card in lieu of signing in. The number of shares in attendance shall be calculated according to the sign-in card submitted by shareholders and shares whose voting rights are exercised by correspondence or electronic means.
Article 3: If a shareholders' meeting is convened by the Board of Directors, the meeting shall be chaired by the Chairman. When the Chairman is on leave or is unable to exercise his/her powers for any reason, the Chairman shall appoint one of the directors to chair the meeting. In the event that the Chairman does not make such a designation, the directors shall select from among themselves one person to chair the meeting. If a shareholders' meeting is convened by a person with the right to convene other than the Board of Directors, the meeting shall be chaired by the person with the right to convene.
Article 4: When the shareholders present represent more than half the total number of issued shares, the chairperson shall call the meeting to order at the appointed meeting time. If the quorum is not met beyond the meeting time, the chairperson may announce a postponement, with no more than two such postponements (the first postponement being 20 minutes and the second being 10 minutes) allowed.
If the shareholders present still do not represent more than half the total number of issued shares but represent more than one-third of the total number of issued shares, “a tentative resolution may be passed by a majority of the shareholders present” as stipulated in Article 175 of the Company Act. If the number of shares represented by the shareholders present has met the quorum when passing the tentative resolution in the preceding paragraph, the chairperson may call the meeting to order immediately and submit the tentative resolution to the meeting for ratification in accordance with Article 174 of the Company Act.
Article 5: If a shareholders’ meeting is convened by the Board of Directors, the meeting agenda shall be set by the Board of Directors. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution adopted by the shareholders’ meeting.
The provisions of the preceding paragraph shall apply mutatis mutandis to a shareholders’ meeting convened by a person with the right to convene other than the Board of Directors.
The chairperson may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda set out in the preceding two paragraphs (including extempore motions), except upon a resolution adopted by the shareholders’ meeting. After the meeting is adjourned, shareholders may not elect another chairperson and resume the meeting at the same location or seek an alternative venue to proceed with the meeting.
Article 6: Before speaking, a shareholder present must specify on a speaker’s slip the subject of his/her speech, his/her shareholder account number (or attendance card number), and his/her account name. The order in which shareholders speak shall be set by the chairperson.
A shareholder present who has submitted a speaker’s slip but is yet to speak shall be deemed to have not spoken. When the content of a shareholder’s speech does not correspond to the subject given on his/her speaker’s slip, the spoken content shall prevail. When a shareholder present is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chairperson and the shareholder who has the floor. Any violation of this rule shall be stopped by the chairperson.
Article 7: Unless otherwise consented by the chairperson, a shareholder may not speak
more than twice on the same proposal, and may only speak for no more than five minutes each time. If the shareholder’s speech violates the rules or exceeds the scope of the agenda item, the chairperson may terminate his/her speech.
Article 8: When a legal person is appointed to attend a shareholders’ meeting as proxy, the legal person may only designate one representative to attend the meeting. When a legal-person shareholder appoints two or more representatives to attend a shareholders’ meeting, only one representative may speak on the same proposal.
Article 9: After a shareholder present has spoken, the chairperson may respond in person or direct the relevant personnel to respond.
Article 10: When the chairperson is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chairperson may announce the discussion closed and call for a vote.
Article 11: The chairperson shall appoint scrutineers and counting agents to perform vote counting and monitoring for proposals; however, scrutineers shall be appointed from among shareholders. The voting results shall be announced on the spot and a record of the results shall be kept.
Article 12: When a meeting is in progress, the chairperson may announce a break based on time considerations.
Article 13: Unless otherwise provided in the Company Act and the Company’s Articles of Incorporation, a proposal shall be approved upon a resolution adopted by more than half the shareholders present. If the chairperson asks for a voice vote without opposition during voting, such may be deemed to be adopted as if by regular vote, and with same effect. Shareholders shall have one vote per share. When a person is concurrently appointed as a proxy by two or more shareholders, the voting rights represented by the proxy may not exceed three percent of the voting rights represented by the total number of issued shares. If the aforesaid percentage is exceeded, the voting rights in excess of the aforesaid percentage shall not be included in the calculation. When a shareholder is an interested party in relation to an agenda item, and there is a likelihood that such a relationship would prejudice the interests of the Company, the shareholder may not vote on the agenda item, and may not exercise his/her voting rights as a proxy for any other shareholder.
Article 14: When there is an amendment or an alternative to a proposal, the chairperson shall present the amended or alternative proposal along with the original proposal, and decide the order in which they will be put to a vote. If any one
of these proposals is adopted, the other proposals shall be deemed rejected, with no further voting required.
Article 15: The chairperson may direct proctors or security personnel to help maintain order at the meeting venue. In the event that proctors or security personnel is roped in to help maintain order at the meeting venue, they shall put on an armband bearing the word “Proctor.”
Article 16: Any matters not specified in the Rules shall be governed by the Company Act and other relevant laws and regulations.
Article 17: The Rules shall take effect upon approval at the shareholders’ meeting. The same shall apply to any amendment thereto.
Appendix IV.
AmTRAN Technology Co., Ltd.
Overview of the Number of Shares Held by Directors
I. Minimum Number of Shares Held by All Directors and Number of Shares Registered on the Shareholder Register as of March 30, 2026.
| Professional title | Number of Shares Held | Number of Shares Registered on the Shareholder Register |
|---|---|---|
| Director | 19,520,000 | 77,039,064 |
Note: Total number of shares issued as of March 30, 2026: 610,000,000 ordinary shares.
II. Number of Shares Held by All Directors as of March 30, 2026.
| Professional title | Name | Number of shares |
|---|---|---|
| Chairman | Alpha Wu | 27,467,054 |
| Director | Yowshiuan Investments Inc. Representative: Tina Wu | 15,841,448 |
| Director | Jin Chuen Investment Co., Ltd. Representative: Maggy Wu | 11,566,087 |
| Director | David Chou | 0 |
| Director | Hua Jung Components Co., Ltd. Representative: Chih-Chang Hsu | 13,879,305 |
| Director | Rick Inc. Representative: Rick Wu | 5,397,506 |
| Director | Hsuan Fa Co., Ltd. Representative: Sam Wu | 2,887,664 |
| Independent Director | Chou, Dah-Jen | 0 |
| Independent Director | Wei, Hong-Jheng | 0 |
| Independent Director | Chow, Cheng-Hu | 0 |
| Independent Director | Chang-Ying Hsu | 0 |
| Total | 77,039,064 |