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Anji — AGM Information 2026
Apr 24, 2026
52571_rns_2026-04-24_ca017ba2-74e2-4f63-b858-37c84728ece4.pdf
AGM Information
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Stock Code: 6477
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Anji Technology Co., Ltd.
2026 Annual Shareholders’ Meeting
Meeting Agenda
(Translation)
Time: May 26, 2026
Place: Service Hall of Southern Taiwan Innovation & Research Park, MOEA No. 31, Gongye 2nd Rd., Annan Dist., Tainan City 709, Taiwan
DISCLAIMER:
For the convenience of readers, this meeting agenda has been translated into English from the original Chinese version prepared and used in Taiwan, the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language version shall prevail.
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Table of Contents
I. Meeting Procedure …………………………………………………………......….1 II. Meeting Agenda ……………………………………………………..……...........2 (1) Report Items………………………….……..………………………………….3 (2) Proposed Items …….…………………….…..…………………….……...…...4 (3) Discussion Items……………………………..…………………….……...…...4 (4) Election Matters…………….………………..…………………….……...…...4 (5) Other Motions……………………….……..…………………………………..5 (6) Adjournment……………………….………..…………………………………5 III. Attachment…………………………………………………………...………….6 Attachment 1 Business Report……………………………………………………......6 Attachment 2 Audit Committee’s Review Report………………………………......10 Attachment 3 Implementation of the issuance and conversion of corporate bonds....11 Attachment 4 Directors’ Remuneration Details………..…...………………….........20 Attachment 5 Earnings Distribution Proposal……………………………….……....21 Attachment 6 Financial Statements……………………………………………….....22 Attachment 7 Comparison table of Amendment to the Company's Procedures for Acquisition or Disposal of Assets………………………………….....38 Attachment 8 List of director candidates and relevant information………………....40 Attachment 9 Competitive Information of Director Candidate……………………...42 IV. Appendix…………………………………………………………...…………... 43 Appendix 1 Rules of Procedure of Shareholders' Meeting……………………..…...43 Appendix 2 The Company's Procedures for Acquisition or Disposal of Assets.........49 Appendix 3 Director Election Method……………………………………...….……62 Appendix 4 Company Policy…………...…………………………………...….……65 Appendix 5 Shareholding of all directors…………………………………...….……71
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I. Meeting Procedure
Anji Technology Co., Ltd.
Procedure for the 2026 Annual General Shareholders’ Meeting
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I. Call the Meeting to Order
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II. Chairperson Remarks
III. Report Items
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IV. Proposed Items
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V. Discussion Items
VI. Election matters
VII. Other Motions
VIII. Special Motions
IX. Adjournment
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II.MEETING AGENDA
Anji Technology Co., Ltd.
Procedure for the 2026 Annual General Shareholders’ Meeting
Type of Meeting: Physical Meeting
Time: 9:00 a.m., May 26, Tuesday, 2026
Place: No. 31, Gongye 2nd Rd., Annan Dist., Tainan City 709, Taiwan
(Service Hall of Southern Taiwan Innovation & Research Park, MOEA)
I. Call the Meeting to Order
II. Chairperson Remarks
III. Report Items
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(1) 2025 Business Report
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(2) 2025 Audit Committee’s Review Report
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(3) The Cash Dividends Distribution from Earnings and Capital Reserve Report
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(4) The Implementation Status of the Issuance of Convertible Corporate Bonds Report
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(5) The Status of the Company’s Private Placement of Common Shares through Cash Capital Increase Report
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(6) 2025 Directors' Remuneration Report
IV. Proposed Items
Adoption of the 2025 Business Report and Financial Statements, and earnings distribution Report.
V. Discussion Items
Amending to the Company's Procedures for Acquisition or Disposal of Assets.
VI. Election Matters
Comprehensive Re-election of All Directors of the Company.
VII. Other Motions
Releasing the Newly Elected Directors of the Company from Non-Competition Restrictions.
VIII. Special Motions
IX. Adjournment
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Report Items
(1) 2025 Business Report
The company's 2025 annual business report, please refer to Attachment 1.
- (2) 2025 Audit Committee’s Review Report
The company's 2025 annual audit Committee Check Report, please refer to Attachment 2.
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(3) The Cash Dividends Distribution from Earnings and Capital Reserve Report
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i. In accordance with Article 22 of the Company’s Articles of Incorporation, the Board of Directors is authorized to resolve that all or part of the dividends, bonuses, or legal surplus reserves and capital reserves to be distributed shall be paid in cash.
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ii. From the distributable earnings of FY2025, a total of NT$7,427,232 is allocated as shareholders’ dividends, to be distributed as cash dividends at NT$0.06 per share. Cash dividends shall be calculated to the nearest dollar, with fractional amounts below NT$1 disregarded. The aggregate of such fractional amounts shall be transferred to the Company’s Employee Welfare Committee.
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iii. In accordance with Article 241 of the Company Act, an amount of NT$35,898,287 from the capital reserve derived from the premium on issuance of shares (i.e., the excess of issue price over par value) shall be distributed in cash. Based on the shareholdings recorded in the shareholders’ register as of the record date, a cash distribution of NT$0.29 per share shall be made. The distribution shall be calculated to the nearest dollar, with fractional amounts below NT$1 disregarded. The aggregate of such fractional amounts shall be transferred to the Company’s Employee Welfare Committee.
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iv. The record date for the cash dividend distribution and other related matters shall be determined by the Chairman. In the event of changes in laws, regulations, or directives from competent authorities, or if adjustments are necessary due to objective circumstances, the Chairman is authorized to handle all related matters in accordance with the applicable laws and regulations.
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(4) The Implementation Status of the Issuance of Convertible Corporate Bonds Report
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The Company issued its fifth domestic unsecured convertible corporate bonds on October 9, 2025, with a total issuance amount of NT$600,000,000. For details regarding the issuance terms and implementation status, please refer to Attachment 3.
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(5) The Status of the Company’s Private Placement of Common Shares through Cash Capital Increase Report At the Annual Shareholders’ Meeting held on May 22, 2025, the Company approved a proposal authorizing the Board of Directors to conduct a private placement of common shares through a cash capital increase, subject to market conditions and operational needs. In accordance with Article 43-6 of the Securities and Exchange Act, such private placement must be completed within one year from the date of the shareholders’ resolution. As the Company applied for the issuance of unsecured convertible corporate bonds in the third quarter of 2025 and completed the fundraising in the fourth quarter of 2025, thereby securing the funds required for its plans, the Company will not proceed with the private placement plan for 2025 within the remaining period.
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(6) 2025 Directors' Remuneration Report
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i. In accordance with Article 19 of the Company's Articles of Association, directors of the Company must be paid remuneration for performing their duties regardless of the company's operating profits or losses. Directors' remuneration is determined by the authorized board of directors based on their participation in the company's operations and the value of their
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contributions, and with reference to industry standards. In addition, according to Article 22 of the company's articles of association, if the company makes a profit during the year, the board of directors shall decide to allocate no more than 2% as directors' remuneration.
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ii. The company's director's remuneration includes business execution remuneration and travel expenses. The business execution remuneration is determined based on the company's profit and future operating needs, and based on the value of its participation and contribution to the company's operations, as well as with reference to industry standards.
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iii. 2025 Directors’ Remuneration Details, please refer to Attachment 4.
Proposed Items
Proposal : 【 Proposed by the Board 】 Adoption of the 2025 Business Report and Financial Statements, and earnings distribution Report. Explanation:
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i. The Company’s 2025 Individual financial report and consolidated financial report were audited by independent auditors, Yao, Shih-Chieh and Hung, Kuo-Sen of Ernst & Young, and issued an unqualified audit report. In addition, the company's 2025 annual business report, the earnings distribution statement and the above financial report have been reviewed and completed by the company's board of directors and the company's audit committee.
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ii. Please refer to Attachment 1, 2, 5, 6.
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iii. The proposal for distribution.
Resolution:
Discussion Items
Proposal 1 : 【 Proposed by the Board 】
Amendment of the Company's Articles of Incorporation Explanation:
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i. To comply with the amendments to the relevant laws and regulations by the competent authorities, the Company proposes to revise its “Procedures for Acquisition or Disposal of Assets.” Please refer to Attachment 7.
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ii. The proposal for discussion.
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Resolution:
Election matters
Proposal 1: 【 Proposed by the Board 】
Comprehensive Re-election of All Directors of the Company.
Explanation:
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(1) The term of office of the sixth session of directors of the company expires on May 29, 2026, and they will be re-elected in accordance with the law at this ordinary general meeting of shareholders.
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(2) According to Article 14 of the company's articles of association, the shareholders' general meeting plans to elect 9 directors (including 4 independent directors) for a term of 3 years. The
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new directors will take office immediately after the end of the elected shareholders' meeting. From May 26, 2026 to May 25, 2029.
- (3) In accordance with Article 14 of the company's articles of association, the election of directors adopts a candidate nomination system. The list of director candidates has been reviewed and approved by the company's board of directors on March 4, 2026. For relevant information on director candidates, please refer to Attachment 8.
Election results:
Other Motions
Proposal 1: 【 Proposed by the Board 】 Releasing the Newly Elected Directors of the Company from Non-Competition Restrictions.
Explanation:
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(1) According to Article 209, Paragraph 1 of the Company Law, "A director shall explain the important content of his actions to the shareholders' meeting and obtain their permission for his own or others' actions within the scope of the company's business."
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(2) In order to meet the company's actual business needs, the company's directors and their representatives may have engaged in the same or similar activities as the company's business scope due to concurrent postings in other companies. According to Article 209 of the Law, it is requested to agree to the lifting of the non-compete restrictions on the new directors and their representatives elected this time. For relevant information, please refer to Attachment 9.
Special Motions
Adjournment
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Attachment
Attachment 1 Business Report
Anji Technology Co., Ltd.
2025 Business Report
The Company’s consolidated revenue and net income in 2025were NT$855,699 thousand and NT$12,500 thousand, respectively, representing a decrease of 4.46% and an increase of 109.45% compared to 2024.The solar module division continued to be affected by government policies, resulting in weak sales and a decline in revenue compared to the previous year. However, due to cost and expense control effectively, the profitability improved. Looking ahead to 2026, overall revenue and profitability of the module business are expected to gradually improve. With ongoing optimization of factory equipment and manufacturing processes, the Company will leverage flexible production capabilities and diversified product offerings to meet varied market demands, while accelerating the construction of power plants. In addition to the steady development of the solar business, we will also expedite the mass production of metal 3D printing products to create diversified revenue streams and enhance competitiveness. The operating results for 2025 and a summary of the business plan for 2026 are presented below:
1. Business report for 2025:
(1)Implementation results of the business plan:
The Company’s consolidated net sales in 2025 was NT$855,699 thousand, a decrease of NT$39,935 thousand, or 4.46%, from NT$895,634 thousand in 2024. Consolidated gross profit in 2025 was NT$274,752 thousand, an increase of NT$70,144 thousand, or 34.28%, from NT$204,608 thousand in 2024. Consolidated operating income in 2025 was NT$160,629 thousand, an increase of NT$72,431 thousand, or 82.12%, from NT$88,198 thousand in 2024. Consolidated net (loss)income in 2025 was NT$12,500 thousand, an increase of NT$144,840 thousand, 109.45%, from a net loss of NT$(132,340) thousand in 2024. The overall operations in 2025 improved compared to 2024. The solar module division saw a decline in revenue and profit due to reduced sales influenced by government policies. Meanwhile, the power plant division continued construction, with increasing electricity sales revenue and no recognition of asset impairment due to project overruns. The metal 3D printing segment also recorded modest revenue growth, contributing positively to overall profitability.
Unit: TWD thousands, %
| Item | 2025 | 2024 | Increase (Decrease) |
Percentage Change |
|---|---|---|---|---|
| OperatingRevenue | 855,699 | 895,634 |
(39,935) |
(4.46%) |
| OperatingGross Profit | 274,752 | 204,608 |
70,144 |
34.28% |
| OperatingIncome | 160,629 | 88,198 |
72,431 |
82.12% |
| Net Income Before Tax | 25,575 | (152,672) |
178,247 | 116.75% |
| Net Income for the Current Period | 12,500 | (132,340) |
144,840 |
109.45% |
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(2)Budget execution status:
The company has not disclosed its financial forecast for 2025, so it is not applicable.
(3)Financial income and expenditure and profitability analysis:
- i. Receipts and Expenditures
Unit: Thousand NTD
| Item and Year | 2025 | 2024 |
|---|---|---|
| Cashflow From Operating Activities | 558,095 | 217,340 |
| Cashflow From Investing Activities | (227,721) | (690,088) |
| Cashflow From Financing Activities | (373,707) | 526,847 |
ii. 2. Profitability Analysis
| ii. 2. Profitability Analysis |
||
|---|---|---|
| Analysis Item | 2025 | 2024 |
| Return on Assets (%) | 1.06 | (0.90) |
| Return On Equity (%) | 0.37 | (3.89) |
| Operating Income to Paid-In Capital (%) | 12.98 | 7.12 |
| Ratio of income before tax to paid-in capital (%) | 2.07 | (12.33) |
| Net Profit Margin (%) | 1.46 | (14.78) |
| Earnings Per Share (NT$) | 0.02 | (0.67) |
(4)Research and development status
The research and development focus about in the solar module segment, current research and development efforts are primarily aimed at improving the conversion efficiency of solar cells and modules, reducing product costs, developing high-efficiency modules, and designing modules that are easy to disassemble in alignment with ESG principles, thereby facilitating future maintenance and operations. We are also collaborating with a Japanese university professor on the development of PV building modules. The new product will have a Class A fire rating so it can be integrated directly into roofs and walls. Product is now going through certification and is expected to boost revenue growth for the Module BU. In the metal 3D printing segment, the company has obtained the AS9100 aerospace certification. In the short term, development will align with customers’ project timelines and focus on consumer products, industrial aerospace components, and unmanned vehicle systems. Meanwhile, active development across various application fields will continue. We have successfully entered the U.S. military-grade drone supply chain, with its technology recognized by international standards, marking a new milestone after years of effort.
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- Summary of 2026 Business Plan:
(1)Management policy and important production and marketing policies:
The Company specializes in module manufacturing. Based on solar cell modules, the Company continues expanding product applications, continuously improving, developing and innovating, as well as enhancing product quality, providing satisfactory service to its customers, and establishing long-term partnerships. In addition, the Company owns an operating power plant, which not only brings stable profits to the Company, but also more than 80% of the power plants rent spaces from the roofs of public buildings. Income from power generation can be used to contribute to schools and government agencies. In this way, the Company contributes to society and green energy. Moreover, the Company continues developing into different applications based on the metal powders of its investee company, Circle Metal Powder Co., Ltd., integrating upstream and downstream to provide a complete solution for metal 3D printing products, which will not only increase future revenue and profit diversification, but also diversify the risk of fluctuation in a single industry.
In terms of important production and marketing policies, in the field of solar energy, the Company fully utilizes its advantages of cooperation with equipment manufacturers to jointly participate in the research and development and design of production equipment, and implement customized production lines in order to maximize production efficiency and increase product competitiveness. The Company maintains good cooperative relationships with its clients, develops new products to meet customer needs, and collaborates with research institutions to develop new products. The Company also continues to invest in power plants based on its capital position and good financing channels, in order to pursue a stable source of profit. For metal 3D printing, the Company conducts product development trial according to customers’ demand and product development schedule.
(2)Estimated sales volume and its basis:
The solar business in 2026 will focus on niche module development. Meanwhile, the Company will continue to invest in the construction of power plants depending on the status of capital. By the end of 2025, cumulative installed capacity reached 118 MW, and the Company aims to increase this to 120 MW in 2026. Meanwhile, metal 3D printing product development and production will continue according to planned schedules.
3. Future company development strategy:
In addition to focusing on the production of solar cell modules, the company has also invested in and strategically expanded into the development of solar power plants. Beyond standard solar modules, the product portfolio has been further enhanced with the addition of building-integrated photovoltaic (BIPV) modules. In terms of power plant construction, the company develops and builds competitive solar power facilities based on capital availability, aiming to increase long-term stable revenue and profitability. Leveraging insights gained from power plant operations, the company actively and continuously deepens the application of both module and power plant products, laying a solid foundation for overall operations.
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Furthermore, while maintaining steady progress in the solar energy sector, the Company aims to significantly increase orders for metal 3D printing products this year to further diversify income sources.
4. Affected by external competition, regulatory environment and overall business environment:
In recent years, issues related to carbon neutrality, net-zero emissions, and ESG have continued to garner widespread attention. Industries across the board are increasingly required to address energy conservation and carbon reduction challenges. This environmental trend presents a positive opportunity for the industry in which our company operates. Governments around the world have introduced various incentive measures to promote solar power generation. Currently, our government is vigorously advancing green energy policies with the goal of establishing a nuclear-free homeland. At the same time, demand for green electricity among major corporations continues to grow. Building on our existing foundation and in collaboration with upstream and downstream partners, the company is committed to continuously strengthening its capabilities and striving to maximize shareholder value.
The company remains highly attentive to any external developments that may impact its business and operational growth. As of now, there have been no significant effects on the company’s operations or business development arising from external competitive factors. Our operations are carried out in accordance with established procedures and internal guidelines, and are fully compliant with relevant domestic and international laws and regulations. In recent years, changes in domestic and international policies and regulations have not resulted in any material impact on the company’s operations.
Looking back to 2025, Trump tried to reshape the world order through tariffs will inevitably affect growth in economic entities all over the world. The outlook for 2026 remains uncertain and challenging. Together with all employees, the company fully recognize the high expectations shareholders have for the company. Looking ahead, we will work even more diligently to enhance operational performance and strengthen internal management, with the goal of rewarding our shareholders for their continued support. Last but not least, we wish you all good health and all the best!
Anji Technology Co., Ltd. Board of Directors HUANG, KUO-TUNG
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Attachment 2 Audit Committee’s Review Report
Anji Technology Co., Ltd.
Audit Committee’s Review Report
The Board of Directors has resolved on the Company's 2025 business report, financial statements and appropriation of earnings. The financial statements (balance sheet, consolidated statement of income, statement of changes in equity, and statement of cash flows) and the consolidated financial statements have been audited and certified by CPAs Yao, Shih-Chieh and Hung, Kuo-Sen of Ernst & Young, who was appointed by the Board of Directors, and a report has been issued.
The Audit Committee is responsible for overseeing the financial reporting process of the Company.
While certifying the Company's financial statements for fiscal year 2025, the CPAs
communicated with the Audit Committee, among others, on the following matters:
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The scope and timing of the audit planned by the CPAs have not yet resulted in significant audit findings.
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The CPAs have provided to the Audit Committee and others that the personnel of the firms to which the CPAs belong are subject to independence regulations and have complied with the statement of independence in the Code of Ethics for Accountants. No other relationships or other matters have been identified that could be considered to affect the accountants' independence.
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The CPAs have communicated with the Audit Committee on critical audit issues. The critical audit issues that are required to be communicated in the audit report have been included in the audit report.
The financial statements, business report and proposal for distribution of earnings for the year 2025 resolved by the Board of Directors have been examined by the Audit Committee and found to be in compliance with the relevant laws and regulations. The Committee hereby prepares a report in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.
Audit Committee Convener: HUANG, HSIAO-HSIN
March 4, 2026
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Attachment 3 Implementation of the issuance and conversion of corporate bonds
| Types of corporate bonds | the fifth domestic unsecured conversion of corporate bonds (Code :64774) |
|---|---|
| Board resolution date | October 9, 2025 |
| Competent authority approval date |
October 2, 2025 |
| Issue date | October 9, 2025 |
| Issuance period | 3 years; Issued on October 9, 2025, Expires on October 9,2028 |
| Issued denomination | NT$100,000 |
| lumpsum | NT$ 600 million |
| Number of issued sheets | 6,000 sheets |
| Issuanceprice | Issued at 100.71% of the face value |
| Coupon rate | Annual coupon rate 0% |
| Conversionprice at issuance | NT$44.3per share |
| Latest conversionprice | NT$44.3per share |
| Duringthe transition | January10,2026 to October 9,2028 |
| As of the closing date (On March28, 2026) Implementation of corporate bonds |
The amount not yet converted is NT$600,000 thousand |
| Repayment method | The holders of the converted corporate bonds (hereinafter referred to as "debt holders") are converted into common stocks of the company in accordance with Article 10 of the Issuance and Conversion Measures, or the company has redeemed them in advance in accordance with Article 18 of the Measures, or the bond holders If someone implements the right to sell back in accordance with Article 19 of these Measures, or the company is bought back and cancelled by the business office of a securities firm, 104.5678% of the bond denomination will be repaid in cash at maturity. |
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Anji Technology Co., Ltd.
Terms and Conditions for the Issuance and Conversion of the Fifth Domestic Unsecured
Convertible Bonds
(hereinafter referred to as the “Terms”)
I. Bond Name
The bonds are titled “Anji Technology Co., Ltd. 5th Domestic Unsecured Convertible Bonds” (hereinafter referred to as the “Convertible Bonds”).
II. Issue Date
October 9, 2025 (the “Issue Date”).
III. Issuance Period
The issuance period shall be three years, commencing on October 9, 2025 and ending on October 9, 2028 (the “Maturity Date”).
IV. Denomination and Total Amount
Each bond has a face value of NT$100,000. A total of 6,000 bonds will be issued, with an aggregate face value of NT$600,000,000. The Convertible Bonds will be publicly underwritten through a competitive auction at 100.71% of face value. The total issuance amount is NT$604,276,680.
V. Coupon Rate
The annual coupon rate of the Convertible Bonds shall be 0%.
VI. Redemption and Interest Payment
Since the coupon rate is 0%, no interest payment schedule is required. Unless the bonds are converted into common shares pursuant to Article 10, redeemed early by the Company pursuant to Article 18, put back by bondholders pursuant to Article 19, or repurchased and canceled by the Company, the Company shall redeem the bonds in cash within ten (10) business days (inclusive) after the Maturity Date at face value plus a redemption premium (104.5678% of face value; yield to maturity of 1.50%). If such date falls on a day when the Taipei Exchange is closed, it shall be postponed to the next business day.
VII. Security
The Convertible Bonds are unsecured. However, if the Company subsequently issues secured bonds with conversion or subscription rights, the Convertible Bonds shall enjoy equivalent ranking security or collateral.
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VIII. Conversion Target
The Convertible Bonds are convertible into the Company’s common shares. The Company shall issue new shares upon conversion and deliver them via book-entry; no physical certificates will be issued.
IX. Conversion Period
Bondholders may request conversion from January 10, 2026 (the day after three months from issuance) until October 9, 2028, except during the following periods: (1) statutory book closure periods; (2) from 15 business days prior to record dates for stock dividends, cash dividends, or capital increases until the record date; (3) from the record date of capital reduction until the day before trading of replacement shares; (4) during suspension periods due to changes in par value of shares.
The starting date of suspension due to par value change shall be the business day prior to filing with the competent authority. The Company shall announce such suspension four business days prior. Book closure for shareholders’ meetings does not restrict conversion.
X. Conversion Procedures
(1) Bondholders shall apply through their original securities broker and submit a conversion application form along with the bond passbook. The broker will apply through the Taiwan Depository & Clearing Corporation (TDCC). Upon TDCC notification, conversion becomes effective immediately and irrevocable. The Company shall complete conversion within five business days and deliver shares via book-entry.
(2) Overseas Chinese and foreign investors shall receive shares through TDCC book-entry.
XI. Conversion Price and Adjustments
(1) Determination of Conversion Price
The conversion price is based on September 17, 2025 as the pricing date, calculated from the average closing price of one, three, or five business days prior, multiplied by a 102.19% premium. The conversion price is set at NT$44.30 per share.
(2) Adjustment of Conversion Price
- After the issuance of the Convertible Bonds, except for cases where the Company issues (or privately places) securities with rights to convert into or subscribe for common shares, or issues new shares as employee compensation, if there is any increase in the Company’s issued (or privately placed) common shares—including but not limited to cash capital increases (public
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offering or private placement), capitalization of retained earnings, capitalization of capital surplus, issuance of new shares due to mergers or acquisition of another company’s shares, stock splits, or issuance of overseas depositary receipts through cash capital increase—the Company shall adjust the conversion price of the Convertible Bonds in accordance with the following formula (rounded to one decimal place in NT dollars; fractions of 0.05 and above rounded up, otherwise rounded down; adjustments shall only be made downward, not upward), and shall report to the Taipei Exchange for public announcement. The adjustment shall take effect on the ex-rights date of the new share issuance (Note 1). If the increase in shares is due to a change in par value, the adjustment shall be made on the record date for share exchange. If actual subscription payments are involved, the adjustment shall be made on the date when payment for shares is fully collected. If, after the ex-rights date for a cash capital increase, the issue price of the new shares is changed, the conversion price shall be recalculated based on the revised issue price and the current market price per share (with the pricing date determined by the Company as the basis for the updated market price). If the recalculated conversion price is lower than the previously announced adjusted conversion price prior to the ex-rights date, the Company shall reapply to the Taipei Exchange for public announcement.
(1) Increase in common shares not due to par value change:
Adjusted Conversion Price = Original Conversion Price × [Outstanding Shares (Note 2) + (Subscription Price per Share (Note 3) × Number of New Shares Issued or Privately Placed) ÷ Market Price per Share (Note 4)] ÷ (Outstanding Shares (Note 2) + Number of New Shares Issued or Privately Placed)
(2) Increase in shares due to par value change:
Adjusted Conversion Price = Original Conversion Price × (Outstanding Shares Before Par Value Change (Note 2) ÷ Outstanding Shares After Par Value Change)
Note 1:
For stock splits, adjustment shall be made on the split record date. For cash capital increases conducted via book-building or for overseas depositary receipts, where no ex-rights date exists, adjustment shall be made on the date of full payment. For mergers or share acquisitions, adjustment shall be made on the merger record date. For private placements, adjustment shall be made on the delivery date of securities. If the issue price is changed after the ex-rights date, recalculation shall follow the updated price; if the recalculated conversion price is lower, a new announcement shall be made.
Note 2:
Outstanding shares refer to total issued common shares (including public offerings and private placements), minus treasury shares not yet canceled or transferred.
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Note 3:
Subscription price per share shall be zero for stock dividends or stock splits. For mergers, it equals the net asset value per share of the dissolved company multiplied by the share exchange ratio. For acquisition of another company’s shares, it equals the net asset value per share of the acquired company multiplied by the share exchange ratio.
Note 4:
Market price per share shall be the simple average closing price of the Company’s common shares for one, three, or five business days prior to the relevant date.
- After issuance, if the Company distributes cash dividends, the conversion price shall be reduced on the ex-dividend date (rounded to one decimal place; downward adjustments only), and announced via the Taipei Exchange. This adjustment does not apply to conversions requested prior to the ex-dividend date.
Adjusted Conversion Price = Original Conversion Price × (1 – Cash Dividend ÷ Market Price per Share (Note 5))
Note 5:
Market price per share shall be the average closing price for one, three, or five business days prior to the ex-dividend announcement date.
- After issuance, if the Company issues (or privately places) securities with conversion or subscription rights at a price lower than the market price per share (Note 6), the conversion price shall be adjusted as follows (rounded to one decimal place; downward adjustments only), and announced via the Taipei Exchange on the issuance or delivery date:
Adjusted Conversion Price = Original Conversion Price × [Outstanding Shares (Note 7) + (Conversion/Subscription Price × Number of Shares Convertible or exercise of Rights) ÷ Market Price per Share (Note 6)] ÷ (Outstanding Shares (Note 7) + Number of Shares Convertible or exercise of Rights)
Note 6:
Market price per share shall be the average closing price for one, three, or five business days prior to the pricing date (or delivery date). Adjustments for ex-rights or ex-dividends shall be made if applicable.
Note 7:
Outstanding shares refer to total issued shares minus treasury shares.
If treasury shares are used, the number of shares shall be deducted accordingly.
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- After issuance, if the Company reduces capital (other than cancellation of treasury shares) resulting in a decrease in common shares, the conversion price shall be adjusted as follows (rounded to one decimal place), and announced via the Taipei Exchange on the capital reduction record date:
(1) Capital reduction to offset losses:
Adjusted Conversion Price = Original Conversion Price × (Outstanding Shares Before Reduction (Note 8) ÷ Outstanding Shares After Reduction)
(2) Cash capital reduction:
Adjusted Conversion Price = [Original Conversion Price × (1 – Cash Returned per Share ÷ Closing Price before share exchange)] × (Outstanding Shares Before Reduction (Note 8) ÷ Outstanding Shares After Reduction)
(3) Reduction due to par value change:
Adjusted Conversion Price = Original Conversion Price × (Outstanding Shares Before Change (Note 8) ÷ Outstanding Shares After Change)
Note 8:
Outstanding shares include all issued shares (public and private) minus treasury shares not yet canceled or transferred.
XII. Listing and Delisting
The Convertible Bonds shall be listed on the Taipei Exchange prior to issuance and delisted upon full conversion, redemption, or repayment.
XIII. Listing of Converted Shares
Shares obtained through conversion shall be listed on the Taiwan Stock Exchange upon delivery and issued in book-entry form.
The Company’s common shares are issued in dematerialized (book-entry) form.
XIV. Capital Registration
The Company shall announce quarterly the number of shares issued through conversion and apply for capital registration changes at least once per quarter.
XV. Fractional Shares
Fractions of shares shall be settled in cash, rounded to the nearest NT dollar.
XVI. Dividend Entitlement
1 Cash Dividends
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(1) If a bondholder requests conversion between January 1 of a given year and the date that is 15 business days (exclusive) prior to the book closure date for cash dividends, the common shares obtained through conversion shall be entitled to participate in the cash dividends distributed for the previous year as resolved by the shareholders’ meeting in that year.
(2) Conversion of the convertible bonds shall be suspended from 15 business days (inclusive) prior to the book closure date for cash dividends until (and including) the ex-dividend record date.
(3) If a bondholder requests conversion from the day following the ex-dividend record date to December 31 (inclusive) of that year, the converted shares shall not be entitled to the cash dividends distributed for the previous year as resolved by that year’s shareholders’ meeting, but shall be entitled to participate in the cash dividends for the current year to be resolved at the following year’s shareholders’ meeting.
2 Stock Dividends
(1) If a bondholder requests conversion between January 1 of a given year and the date that is 15 business days (exclusive) prior to the book closure date for stock dividends, the common shares obtained through conversion shall be entitled to participate in the stock dividends distributed for the previous year as resolved by the shareholders’ meeting in that year.
(2) Conversion of the convertible bonds shall be suspended from 15 business days (inclusive) prior to the book closure date for stock dividends until (and including) the ex-rights record date.
(3) If a bondholder requests conversion from the day following the ex-rights record date to December 31 (inclusive) of that year, the converted shares shall not be entitled to the stock dividends distributed for the previous year as resolved by that year’s shareholders’ meeting, but shall be entitled to participate in the stock dividends for the current year to be resolved at the following year’s shareholders’ meeting.
XVII. Rights and Obligations
Shares obtained through conversion shall carry the same rights and obligations as existing common shares.
XVIII. Early Redemption by the Company
1.From the day following three months after issuance (January 10, 2026) to 40 days before maturity (August 30, 2028), if the closing price of the Company’s common shares exceeds 130% (inclusive) of the then conversion price for 30 consecutive business days, the Company may, within the following 30 business days, send a registered “bond redemption notice” with a 30-day notice period to bondholders. The Company shall also notify the Taipei Exchange and make a public
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announcement. Within five business days after the redemption date, the Company shall redeem all outstanding bonds at par value in cash.
2.During the same period, if the outstanding balance of the bonds falls below 10% of the original total issuance amount, the Company may at any time issue a redemption notice under the same procedures and redeem the bonds at par value in cash.
3.If a bondholder does not respond in writing to the Company’s stock affairs agent before the redemption date specified in the notice, the Company shall redeem the bonds in cash at par value within five business days after the redemption date.
4.If the Company exercises early redemption, the final deadline for bondholders to request conversion shall be the second business day after the termination date of OTC trading.
XIV. Put Option (Bondholder Right)
The Company shall designate the date when the bonds have been issued for two years (October 9, 2027) as the put option base date. The Company shall, 40 days prior to the base date (August 30, 2027), send a “put option exercise notice” by registered mail to bondholders and make a public announcement through the Taipei Exchange. Bondholders may, within the 40-day period prior to the base date, notify the Company’s stock affairs agent in writing to request early redemption. The Company shall redeem the bonds in cash at 103.0225% of face value (equivalent to a yield of 1.50%). The Company shall complete payment within five business days after the base date. If the date falls on a non-business day of the Taipei securities market, it will be postponed to the next business day.
XX. Cancellation
All redeemed, repurchased, or converted bonds shall be canceled and not reissued.
XXI. Registration and Taxation
All matters such as transfer, pledge, and loss shall follow applicable laws and regulations. Tax matters shall follow prevailing tax laws.
XXII. Trustee
The trustee for this convertible bond is SinoPac Commercial Bank, Ltd., Trust Department. The trustee represents bondholders in exercising inspection and supervision rights over the Company’s performance of obligations under the bond issuance. All bondholders, whether subscribing at issuance or acquiring the bonds afterward, agree to the trust agreement between the Company and the trustee, including the trustee’s rights and obligations, and grant full authority to the trustee to act
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on their behalf. Such authorization is irrevocable. Bondholders may review the contents of the trust agreement at the Company’s or the trustee’s business premises during business hours.
XXIII. Transfer Agent
The Company’s stock affairs agent shall handle redemption and conversion operations.
XXIV. Form of Issuance
The Convertible Bonds shall be issued in book-entry form only; no physical certificates will be printed.
XXV. Governing Law
Any matters not specified herein shall be governed by applicable laws and regulations.
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Attachment 4 2025 Directors’ Remuneration Details
December 31, 2025 ; Unit: TWD thousands
| Job title | Name | Remuneration to directors | Remuneration to directors | Remuneration to directors | Remuneration to directors | Remuneration to directors | Remuneration to directors | Remuneration to directors | Remuneration to directors | Sum of A+B+C+D and ratio to net income (%) |
Sum of A+B+C+D and ratio to net income (%) |
Remuneration received by directors for concurrent service as an employee |
Remuneration received by directors for concurrent service as an employee |
Remuneration received by directors for concurrent service as an employee |
Remuneration received by directors for concurrent service as an employee |
Remuneration received by directors for concurrent service as an employee |
Remuneration received by directors for concurrent service as an employee |
Remuneration received by directors for concurrent service as an employee |
Remuneration received by directors for concurrent service as an employee |
Sum of A+B+C+D+E+ F+G and ratio to net income (%) |
Sum of A+B+C+D+E+ F+G and ratio to net income (%) |
Remunerati on received from investee enterprises other than subsidiaries or from the parent company |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Base compensation (A) |
Retirement pays and pension(B) |
Director profit-sharing compensation(C) |
Expenses and perquisites (D) |
Salary, rewards, and special disbursements(E) |
Retirement pay and pension (F) |
Employee profit-sharing compensation (G) |
||||||||||||||||
| The Company |
All consol idated entitie s |
The Company |
All cons olida ted entiti es |
The Company |
All consol idated entitie s |
The Company |
All consoli dated entities |
The Company |
All consoli dated entities |
The Company |
All consoli dated entities |
The Compa ny |
All consol idated entitie s |
The Company | All consolidated entities |
The Compa ny |
All consol idated entitie s |
|||||
| Amoun t in cash |
Amoun t in stock |
Amoun t in cash |
Amount in stock |
|||||||||||||||||||
| Chairman | Huang, Kuo-Tung |
4,600 | 4,600 | 0 | 0 | 0 | 0 | 35 | 35 | 37.31 | 37.31 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 37.31 | 37.31 | 0 |
| Director | CHINUP TECHNOLOG Y CO., LTD. Representative: Su,Tsung-Chin |
420 | 420 | 0 | 0 | 0 | 0 | 35 | 35 | 3.64 | 3.64 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 3.64 | 3.64 | 0 |
| Director | Representative of Hechang Precision Co., Ltd. Representative: Liang, Ming-Qing |
420 | 420 | 0 | 0 | 0 | 0 | 28 | 28 | 3.58 | 3.58 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 3.58 | 3.58 | 0 |
| Director | SUNEDGE TECHNOLOG Y CO., LTD. Representative Cheng,Po-Wen |
420 | 420 | 0 | 0 | 0 | 0 | 28 | 28 | 3.58 | 3.58 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 3.58 | 3.58 | 0 |
| Director | Yang, Ching-Wen |
420 | 420 | 0 | 0 | 0 | 0 | 35 | 35 | 3.64 | 3.64 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 3.64 | 3.64 | 0 |
| Director | Chuang, Chia-Ping |
420 | 420 | 0 | 0 | 0 | 0 | 26 | 26 | 3.57 | 3.57 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 3.57 | 3.57 | 0 |
| Independent Director |
Huang, Hsiao-Hsin |
420 | 420 | 0 | 0 | 0 | 0 | 45 | 45 | 3.72 | 3.72 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 3.72 | 3.72 | 0 |
| Independent Director |
Cheng, Chun-Jen |
420 | 420 | 0 | 0 | 0 | 0 | 40 | 40 | 3.68 | 3.68 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 3.68 | 3.68 | 0 |
| Independent Director |
Chen, Ling-Hui |
420 |
420 | 0 | 0 | 0 | 0 | 35 | 35 | 3.64 | 3.64 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 3.64 | 3.64 | 0 |
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Attachment 5 Earnings Distribution Proposal
Anji Technology Co., Ltd.
2025 Year Earnings Distribution Proposal
| Item | Amount |
|---|---|
| Undistributed surplus at the beginning of the period | 426,390,449 |
| Net loss after tax for the current period | 2,125,786 |
| Changes in associates for using the equity method reducedretained earnings |
(2,580,369) |
| Dispose of equity instrument investments at fair value through other comprehensive gains and losses, and the accumulated gains and losses are directly transferred to retained earnings |
9,364,330 |
| The net profit after tax of the current period is added to the amount of items other than the net profit after tax of the current period included in the undistributed surplus of the current year |
8,909,747 |
| Less: appropriated as legal reserve(10%) | (890,975) |
| Less: appropriated as special surplus reserve | (552,426) |
| Earnings available for appropriation at the end of 2025 | 433,856,795 |
| Allocation Items | |
| Cash Dividends to Shareholders(NT$0.06 per share) | 7,427,232 |
| Un-appropriated Earnings | 426,429,563 |
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Attachment 6 Financial Statements
Independent Auditors’ Report
The Board of Directors and Shareholders of Anji Technology Co., Ltd. and Subsidiaries
Opinion
We have audited the accompanying consolidated balance sheets of Anji Technology Co., Ltd. (the “Company”) and its subsidiaries as of December 31, 2025 and 2024, and the related consolidated statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2025 and 2024, and notes to the consolidated financial statements, including the summary of material accounting policies (together “the consolidated financial statements”).
In our opinion, based on our audits and the reports of the other auditors (please refer to the Other Matter – Making Reference to the Audits of Other Auditors section of our report), the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company and its subsidiaries as of December 31, 2025 and 2024, and their consolidated financial performance and cash flows for the years ended December 31, 2025 and 2024, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed and became effective by Financial Supervisory Commission of the Republic of China on Taiwan.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company and its subsidiaries in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the “Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm. Based on our audits and the report(s) of the other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of 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, and we do not provide a separate opinion on these matters.
Revenue recognition
Anji Technology Co., Ltd. and its subsidiaries recognized operating revenue of NT$855,699 thousand in 2025. Given the significant risks associated with revenue recognition, we believe that the authenticity of the sales revenue of Anji Technology Co., Ltd. and its subsidiaries is material to the financial statements. Therefore, we determined this as a key audit matter.
22
We procedure performed by the auditor include (but are not limited to) evaluating the appropriateness of the accounting policies for revenue recognition established by management, understanding the transaction processes for revenue recognition related to the identified performance obligations, assessing and testing the effectiveness of internal controls related to the recognition timing of revenue when performance obligations are satisfied, selecting samples for detailed testing of transactions, including reviewing relevant vouchers to confirm the authenticity of the transactions, performing cutoff tests for sales revenue around the balance sheet date to verify whether the revenue is recognized in the correct period, and reviewing for significant sales returns and allowances after the balance sheet date.
We also assessed the disclosures related to revenue recognition. Please refer to Notes V and VI to the Company’s consolidated financial statements.
Valuation for slow-moving inventories
As of December 31, 2025, the Company’s net inventories amounted to NT$261,286 thousand. Considering the significant amount of inventories and that the identification of slow-moving inventories as well as the assessment of the amount of inventory write-downs required significant management judgment, we determined this as a key audit matter.
Our audit procedures included, but not limited to, evaluating the appropriateness of management’s provisioning policy of allowance of obsolescence loss, including sample testing the accuracy of inventory aging time period; performing and evaluating the changes in value of the slow-moving inventories reserve ratio and inventory aging and recalculating allowance to reduce inventory to market, to ensure that the valuation for slow-moving inventories followed accounting policies.
We also assessed the adequacy of disclosures of inventories. Please refer to Notes 5 and 6 to the Company’s consolidated financial statements.
Other Matter – Making Reference to the Audits of Other Auditors
We did not audit the financial statements of certain associates and joint ventures accounted for under the equity method whose statements are based solely on the reports of the other auditors. These associates and joint ventures under equity method amounted to NT$283,651 thousand and NT$281,172 thousand, representing 3.46% and 3.48% of consolidated total assets as of December 31, 2025 and December 31, 2024, respectively. The related shares of profits from the associates and joint ventures under the equity method amounted to NT$29,398 thousand and NT$28,227 thousand, representing 114.95% and 18.49% of the consolidated net income before tax for the years ended December 31, 2025 and December 31, 2024, respectively.
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 requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed by Financial Supervisory Commission of the Republic of China and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
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In preparing the consolidated financial statements, management is responsible for assessing the ability to continue as a going concern of the Company and its subsidiaries, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company and its subsidiaries or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including audit committee or supervisors, are responsible for overseeing the financial reporting process of the Company and its subsidiaries.
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:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of the Company and its subsidiaries.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability to continue as a going concern of the Company and its subsidiaries. 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 Company and its subsidiaries to cease to continue as a going concern.
24
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the accompanying notes, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company and its subsidiaries 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 2025 consolidated financial statements 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.
We have audited and expressed an unqualified opinion including an Other Matter Paragraph on the parent company only financial statements of the Company as of and for the years ended December 31, 2025 and 2024.
Yao, Shih-Chieh Hung, Kuo-Sen Ernst & Young, Taiwan March 4, 2026
Notice to Readers
The accompanying financial statements are intended only to present the financial position and, results of operations and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China on Taiwan and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally accepted and applied in the Republic of China on Taiwan.
Accordingly, the accompanying financial statements and report of independent accounts are not intended for use by those who are not informed about the accounting principles or Standard on Auditing of the Republic of China on Taiwan, and their applications in practice. As the financial statements are the responsibility of the management, Ernest & Young 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.
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English Translation of a Report Originally Issued in Chinese
Anji Technology Co., Ltd. and Subsidiaries
Consolidated Balance Sheets
December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
December 31, 2025 December 31, 2024 December 31, 2025 December 31, 2024
Assets Liabilities and equity
Amount % Amount % Amount % Amount %
Current Assets Current Liabilities
Cash IV/VI.1 $518,096 7 $561,429 7 Short-term borrowings IV/VI.11 $295,000 4 $209,000 3
Financial assets at fair value through profit or loss - current IV/VI.2 6,657 - 11,101 - Financial liabilities at fair value through profit or loss - current IV/VI.12 420 - 13,899 -
Financial assets at amortized cost – current( IV/VI.4/VIII 115,136 1 106,177 2 Contract liabilities – current IV/VI.19 14,628 - 9,810 -
Contract assets – current IV/VI.19. 20 - - 8,109 - Accounts payable 4,082 - 6,553 -
Notes receivable IV/VI.5. 20 1,833 - 30,134 - Accounts payables to related parties VII 333 - 57 -
Accounts receivable VI/VI.6. 20 86,944 1 84,374 1 Other payables IV/VI.14 77,244 1 112,339 1
Accounts receivables from related parties IV/VI.6. 20/VII 4,147 - 2,969 - Other payables to related parties VII 2,856 - 7,246 -
Finance lease receivables IV/VI.21/VIII 184,285 2 176,151 2 Current tax liabilities IV/VI.25 9,695 - 12,376 -
Inventories IV/VI.7 261,286 3 341,792 4 Lease liabilities – current IV/VI.21 82,833 1 29,539 -
Other current assets IV/VI.10/VII 79,619 1 140,070 2 Current portion of bonds payable IV/VI.13 195,895 2 967,291 12
Total current assets 1,258,003 15 1,462,306 18 Current portion of long-term borrowings IV/VI.15 619,361 8 561,880 7
Other current liabilities IV/VI.17 9,536 - 8,584 -
Non-current Assets Total current liabilities 1,311,883 16 1,938,574 23
Financial assets at fair value through other comprehensive income IV/VI.3 66,291 1 64,897 1
- non-current
Financial assets at amortized cost - non-current IV/VI.4/VIII 140,816 2 140,687 2 Non-current Liabilities
Investments accounted for using the equity method IV/VI.8/VII 339,340 4 339,831 4 Bonds payable IV/VI.13 621,904 8 192,357 2
Property, plant and equipment IV/VI.9/VIII 3,851,478 47 3,836,531 47 Long-term borrowings IV/VI.15 2,027,886 25 2,132,582 27
Right-of-use assets IV/VI.21 733,422 9 313,526 4 Provisions - non-current IV/VI.17 87,819 1 98,220 1
Intangible assets IV 2,005 - 2,592 - Deferred tax liabilities IV/VI.25 8,425 - 8,367 -
Deferred tax assets IV/VI.25 119,017 1 114,983 1 Finance lease payables - non-current IV/VI.21 688,137 8 301,158 4
Finance lease receivables - non-current IV/VI.21/VIII 1,632,945 20 1,758,345 22 Other non-current liabilities 59,682 1 59,622 1
Other non-current assets IV/VI.10 52,620 1 51,830 1 Total non-current liabilities 3,493,853 43 2,792,306 35
Total non-current assets 6,937,934 85 6,623,222 82 Total liabilities 4,805,736 59 4,730,880 58
Equity attributable to the parent company
Share capital
Ordinary shares IV/VI.18 1,237,872 15 1,237,872 15
Capital surplus IV/VI.18 1,373,220 17 1,372,961 17
Retained earnings IV/VI.18
Legal reserve 146,559 2 146,559 2
Special reserve 31,078 - 0 -
Unappropriated earnings 435,301 5 457,469 6
Total retained earnings 612,938 7 604,028 8
Other equity (31,631) - (31,078) -
Total equity attributable to owners of the Company 3,192,399 39 3,183,783 40
Non-controlling interests IV/VI.18 197,802 2 170,865 2
Total equity 3,390,201 41 3,354,648 42
Total assets $8,195,937 100 $8,085,528 100 Total liabilities and equity $8,195,937 100 $8,085,528 100
(The accompany ing notes are an integral part of the consolidated financial statements.)
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| English Translation of a Report Originally Issued in Chinese Anji Technology Co., Ltd. and Subsidiaries Consolidated Statements of Comprehensive Income For the Years ended December 31, 2025 and 2024 (Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Share) |
English Translation of a Report Originally Issued in Chinese Anji Technology Co., Ltd. and Subsidiaries Consolidated Statements of Comprehensive Income For the Years ended December 31, 2025 and 2024 (Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Share) |
||||
|---|---|---|---|---|---|
| Items | Note | Jan 1, 2025~Dec 30, 2025 | Jan 1, 2024~Dec 30, 2024 | ||
| Amount | % | Amount | % | ||
| Operating revenues Operating costs Gross profit Operating expenses Selling and marketing expenses General and administrative expenses Research and development expenses Reversal of impairment loss determined in accordance with IFRS 9 Total operating expenses Operating income Non-operating income and expenses Interest gains Other income Other gains and losses Interest expenses Share of profit or loss of associates and joint ventures Total non-operating income and expenses Income from continuing operations before income tax Income tax expense Net income Other comprehensive income Unrealized gain/(loss) on investments in equity instruments at fair value through other comprehensive income Total other comprehensive income, net of tax Total comprehensive income Net income (loss) attributable to: Owners of the Company Non-controlling interests Comprehensive income (loss) attributable to: Owners of the Company Non-controlling interests Earnings per share (NTD) Basic Diluted |
IV/VI.19/VII IV/VI.7. 22/VII IV/VI.9. 20. 21. 22/VII IV/VI.23 IV/VI.23 IV/VI.23 IV/VI.23 IV/VI.25 IV/VI.24 IV/VI.26 |
$855,699 (580,947) |
100 (68) |
$895,634 (691,026) |
100 (77) |
| 274,752 | 32 | 204,608 | 23 | ||
| (6,280) (91,594) (16,205) (44) |
- (11) (2) - |
(6,642) (84,144) (25,624) - |
(1) (9) (3) - |
||
| (114,123) | (13) | (116,410) | (13) | ||
| 160,629 | 19 | 88,198 | 10 | ||
| 7,061 1,972 (20,562) (91,880) (31,645) |
1 - (2) (11) (4) |
6,682 1,832 (143,096) (75,923) (30,365) |
1 - (16) (9) (3) |
||
| (135,054) | (16) | (240,870) | (27) | ||
| 25,575 (13,075) |
3 (2) |
(152,672) 20,332 |
(17) 2 |
||
| 12,500 | 1 | (132,340) | (15) | ||
| 8,952 | 1 | 8,452 | 1 | ||
| 8,952 | 1 | 8,452 | 1 | ||
| $21,452 | 2 | $(123,888) | (14) | ||
| $2,126 | $(82,575) | ||||
| $10,374 | $(49,765) | ||||
| $10,937 | $(73,786) | ||||
| $10,515 | $(50,102) | ||||
| $0.02 | ($0.67) | ||||
| $0.02 | ($0.67) | ||||
| (The accompanying notes are an integral part of the consolidated financial statements.) |
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English Translation of a Report Originally Issued in Chinese
Anji Technology Co., Ltd. and Subsidiaries
Consolidated Statements of Changes in Equity
For the Years ended December, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
Equity Attributable to Owners of the Company
Share Capital Retained Earnings Other Equity Non-controlling Total
Items Common Capital Capital Legal Special Unappropriated Unrealized gain/(loss) Total Interests Equity
Collected In surplus on financial assets
Stock reserve reserve earnings
Advance at FVOCI
Balance, January 1, 2024 $1,237,267 $558 $1,349,439 $134,790 $79,341 $592,981 $1,783 $3,396,159 $105,327 $3,501,486
Effect of retrospective application and retrospective restatement - - - - - (42,762) (14,319) (57,081) - (57,081)
Balance, January 1, 2024 1,237,267 558 1,349,439 134,790 79,341 550,219 (12,536) 3,339,078 105,327 3,444,405
Appropriation of 2023 earnings
Legal reserve - - - 11,769 - (11,769) - - - -
Special reserve - - - - (79,341) 79,341 - - - -
Cash dividends - - - - - (99,026) - (99,026) - (99,026)
Changes in associates for using the equity method - - 23,372 - - (6,052) - 17,320 - 17,320
Convertible bonds converted to ordinary shares 605 (558) 150 - - - - 197 - 197
Net profit/(loss) for the years ended December 31, 2024 - - - - - (82,575) - (82,575) (49,765) (132,340)
Other comprehensive income/(loss) for the years ended December 31, 2024 - - - - - - 8,789 8,789 (337) 8,452
Total comprehensive income/(loss) for the years ended December 31, 2023 - - - - - (82,575) 8,789 (73,786) (50,102) (123,888)
Non-controlling interests - - - - - - - - 115,640 115,640
Disposals of investments in equity instruments designated as at fair value
- - - - - 27,331 (27,331) - - -
through other comprehensive income
Balance, December 31, 2024 $1,237,872 $- $1,372,961 $146,559 $- $457,469 $(31,078) $3,183,783 $170,865 $3,354,648
Balance, January 1, 2025 $1,237,872 $- $1,372,961 $146,559 $- $457,469 $(31,078) $3,183,783 $170,865 $3,354,648
Appropriation of 2024 earnings
Special reserve - - - - 31,078 (31,078) - - - -
The equity resulting from the issuance of convertible bonds - - 18,783 - - - - 18,783 - 18,783
Changes in associates for using the equity method - - 18,616 - - - - 18,616 - 18,616
Cash dividends from capital surplus - - (37,136) - - - - (37,136) - (37,136)
Net profit/(loss) for the years ended December 31, 2025 - - - - - 2,126 - 2,126 10,374 12,500
Other comprehensive income/(loss) for the years ended December 31, 2025 - - - - - - 8,811 8,811 141 8,952
Total comprehensive income/(loss) for the years ended December 31, 2025 - - - - - 2,126 8,811 10,937 10,515 21,452
Changes in ownership equity of subsidiaries - - (4) - - (2,580) - (2,584) 2,584 -
Non-controlling interests - - - - - - - - 13,600 13,600
Disposals of investments in equity instruments designated as at fair value
- - - - - 9,364 (9,364) - - -
through other comprehensive income
Changes in ownership equity of associates for using the equity method - - - - - - - - 238 238
Balance, December 31, 2025 $1,237,872 $- $1,373,220 $146,559 $31,078 $435,301 $(31,631) $3,192,399 $197,802 $3,390,201
(The accompanying notes are an integral part of the consolidated financial statements.)
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English Translation of a Report Originally Issued in Chinese
Anji Technology Co., Ltd. and Subsidiaries
Consolidated Statements of Cash Flows
For the Years ended December, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
Jan 1, 2025~ Jan 1, 2024~ Jan 1, 2025~ Jan 1, 2024~
Items Dec 31, 2025 Dec 31, 2024 Items Dec 31, 2025 Dec 31, 2024
Amount Amount Amount Amount
Cash flows from operating activities: Cash flows from investing activities:
Income before income tax $25,575 $(152,672) Purchase of financial assets at fair value through other comprehensive income (2,727) (6,000)
Adjustments for: Disposal of financial assets at fair value through other comprehensive income 10,285 34,584
Income and expense adjustments: Purchase of financial assets at amortized cost - (6,486)
Depreciation expenses 230,863 208,421 Disposal of financial assets at amortized cost (9,088) -
Amortization expenses 587 561 Purchase of financial assets at fair value through profit or loss (1,136) -
Impairment loss (impairment gain and reversal of impairment loss) determined in accordance w 44 - Disposal of financial assets at fair value through profit or loss - 1,165
Net loss(gain) on financial assets and liabilities at fair value through profit or loss (7,779) 2,088 Acquisition of equity investments under equity method (12,300) (191,800)
Interest expenses 91,880 75,923 Payments for property, plant and equipment (218,678) (523,646)
Interest income (141,593) (162,932) Increase in refundable deposits (2,701) (1,969)
Dividend income (655) (466) Decrease in refundable deposits 7,969 6,118
Share of (profit)/loss of associates and joint ventures 31,645 30,365 Purchase of intangible assets - (2,520)
Loss from repurchase of bonds 28,622 - Dividends received 655 466
Impairment loss - 142,685 Net cash used in investing activities (227,721) (690,088)
Recognition of provisions 978 1,554 Cash flows from financing activities:
Write-down of inventories 12,843 107,402 Proceeds from short-term borrowings 1,486,427 983,653
Changes in operating assets and liabilities Repayments of short-term borrowings (1,400,427) (1,059,149)
Contract assets 8,109 53 Increase of short-term notes 230,000 360,000
Notes receivable 28,301 (20,953) Decrease of short-term notes (230,000) (360,000)
Accounts receivable (2,614) 5,003 Issuance of bonds payable 600,000 -
Accounts receivables from related parties (1,178) 25,375 Repayments of bond payables (969,718) -
Inventories 45,801 (71,550) Proceeds from long-term borrowings 592,740 1,076,754
Other current assets 60,503 2,478 Repayments of long-term borrowings (639,955) (473,465)
Finance lease receivables 117,266 101,823 Repayment of the principal portion of lease liabilities (19,238) (17,560)
Contract payable 4,818 6,412 Cash dividends (37,136) (99,026)
Accounts payable (2,471) (110,352) Increase in non-controlling interests 13,600 115,640
Accounts payable from related parties 276 (1,159) Net cash generated from/(used in) financing activities (373,707) 526,847
Other payables (13,455) (20,401)
Other payable from related parties 653 221
Provisions (9,666) (912)
Other current liabilities 952 (1,365)
Other non-current liabilities 60 (2)
Cash generated/(used) from operations 510,365 167,600
Interest received 141,593 162,932
Interest paid (74,131) (54,802) Net increase in cash and cash equivalents (43,333) 54,099
Income tax paid (19,732) (58,390) Cash and cash equivalents at beginning of period 561,429 507,330
Net cash generated from operating activities 558,095 217,340 Cash and cash equivalents at end of period $518,096 $561,429
(The accompanying notes are an integral part of the consolidated financial statements.)
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29
Independent Auditors’ Report
The Board of Directors and Shareholders of Anji Technology Co., Ltd.
Opinion
We have audited the accompanying consolidated balance sheets of Anji Technology Co., Ltd. (the “Company”) as of December 31, 2025 and 2024, and the related individual statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2025 and 2024, and notes to the individual financial statements, including the summary of material accounting policies (together “the individual financial statements”).
In our opinion, based on our audits and the reports of the other auditors (please refer to the Other Matter – Making Reference to the Audits of Other Auditors section of our report), the individual financial statements referred to above present fairly, in all material respects, the individual financial position of the Company as of December 31, 2025 and 2024, and their individual financial performance and cash flows for the years ended December 31, 2025 and 2024, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed and became effective by Financial Supervisory Commission of the Republic of China on Taiwan.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Individual 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 (the “Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm. Based on our audits and the report(s) of the other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of 2025 individual financial statements. These matters were addressed in the context of our audit of the individual financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Revenue recognition
Anji Technology Co., Ltd. recognized operating revenue of NT$777,754 thousand in 2025. Given the significant risks associated with revenue recognition, we believe that the authenticity of the sales revenue of Anji Technology Co., Ltd. is material to the financial statements. Therefore, we determined this as a key audit matter.
30
We procedure performed by the auditor include (but are not limited to) evaluating the appropriateness of the accounting policies for revenue recognition established by management, understanding the transaction processes for revenue recognition related to the identified performance obligations, assessing and testing the effectiveness of internal controls related to the recognition timing of revenue when performance obligations are satisfied, selecting samples for detailed testing of transactions, including reviewing relevant vouchers to confirm the authenticity of the transactions, performing cutoff tests for sales revenue around the balance sheet date to verify whether the revenue is recognized in the correct period, and reviewing for significant sales returns and allowances after the balance sheet date.
We also assessed the disclosures related to revenue recognition. Please refer to Notes V and VI to the Company’s individual financial statements.
Valuation for slow-moving inventories
As of December 31, 2025, the Company’s net inventories amounted to NT$256,860 thousand. Considering the significant amount of inventories and that the identification of slow-moving inventories as well as the assessment of the amount of inventory write-downs required significant management judgment, we determined this as a key audit matter.
Our audit procedures included, but not limited to, evaluating the appropriateness of management’s provisioning policy of allowance of obsolescence loss, including sample testing the accuracy of inventory aging time period; performing and evaluating the changes in value of the slow-moving inventories reserve ratio and inventory aging and recalculating allowance to reduce inventory to market, to ensure that the valuation for slow-moving inventories followed accounting policies.
We also assessed the adequacy of disclosures of inventories. Please refer to Notes 5 and 6 to the Company’s individual financial statements.
Other Matter – Making Reference to the Audits of Other Auditors
We did not audit the financial statements of certain associates and joint ventures accounted for under the equity method whose statements are based solely on the reports of the other auditors. These associates and joint ventures under equity method amounted to NT$279,382 thousand and NT$281,172 thousand, representing 3.55% and 3.63% of individual total assets as of December 31, 2025 and December 31, 2024, respectively. The related shares of profits from the associates and joint ventures under the equity method amounted to NT$28,830 thousand and NT$28,227 thousand, representing 394.39% and 35.02% of the individual net income before tax for the years ended December 31, 2025 and December 31, 2024, respectively.
Responsibilities of Management and Those Charged with Governance for the Individual Financial Statements
Management is responsible for the preparation and fair presentation of the individual financial statements in accordance with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed by Financial Supervisory Commission of the Republic of China and for such internal control as management determines is necessary to enable the preparation of individual financial statements that are free from material misstatement, whether due to fraud or error.
31
In preparing the individual financial statements, management is responsible for assessing the ability to continue as a going concern of the Company, 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 or supervisors, are responsible for overseeing the financial reporting process of the Company.
Auditors’ Responsibilities for the Audit of the Individual Financial Statements
Our objectives are to obtain reasonable assurance about whether the individual 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 individual 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:
-
Identify and assess the risks of material misstatement of the individual financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of the Company.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability to continue as a going concern of the Company. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the individual financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the individual financial statements, including the accompanying notes, and whether the individual financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
32
- Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the individual 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 2025 individual financial statements 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.
Yao, Shih-Chieh Hung, Kuo-Sen Ernst & Young, Taiwan March 4, 2026
Notice to Readers
The accompanying financial statements are intended only to present the financial position and, results of operations and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China on Taiwan and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally accepted and applied in the Republic of China on Taiwan.
Accordingly, the accompanying financial statements and report of independent accounts are not intended for use by those who are not informed about the accounting principles or Standard on Auditing of the Republic of China on Taiwan, and their applications in practice. As the financial statements are the responsibility of the management, Ernest & Young 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.
33
| English Translation of a Report OriginallyIssued in Chinese | English Translation of a Report OriginallyIssued in Chinese | English Translation of a Report OriginallyIssued in Chinese | English Translation of a Report OriginallyIssued in Chinese | English Translation of a Report OriginallyIssued in Chinese | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Anji TechnologyCo., Ltd. | ||||||||||||
| Individual Balance Sheets | ||||||||||||
| December 31, 2025 and 2024 | ||||||||||||
| (Expressed in Thousands of New Taiwan Dollars) | ||||||||||||
| Assets | December 31, 2025 | December 31, 2024 | Libilii d i | December 31, 2025 | December 31, 2024 | |||||||
| Amount | % |
Amount | % |
ates an equty | Amount | % |
Amount | % |
||||
| Current Assets | Current Liabilities | |||||||||||
| Cash | IV/VI.1 | $440,659 | 6 | $505,808 | 7 | Short-term borrowings | IV/VI.11 | $295,000 | 4 | $209,000 | 3 | |
| Financial assets at fair value throughprofit or loss - current | IV/VI.2 | 6,657 | - | 11,101 | - | Financial liabilities at fair value throughprofit or loss - current | IV/VI.12 | 420 | - | 13,899 | - | |
| Financial assets at amortized cost – current( | IV/VI.4/VIII | 108,702 | 1 | 97,429 | 1 | Contract liabilities – current | IV/VI.19 | 14,628 | - | 9,810 | - | |
| Contract assets – current | IV/VI.19. 20 | - | - | 8,109 | - | Accountspayable | 4,082 | - | 6,553 | - | ||
| Notes receivable | IV/VI.5. 20 | 1,833 | - | 30,134 | - | Accountspayables to relatedparties | VII | 314 | - | 74 | - | |
| Accounts receivable | VI/VI.6. 20 | 81,962 | 1 | 75,882 | 1 | Otherpayables | IV/VI.14 | 74,620 | 1 | 109,265 | 2 | |
| Accounts receivables from relatedparties | IV/VI.6. 20/VII | 4,289 | - | 2,969 | - | Otherpayables to relatedparties | VII | 1,772 | - | 1,185 | - | |
| Finance lease receivables | IV/VI.21/VIII | 162,354 | 2 | 155,223 | 2 | Current tax liabilities | IV/VI.25 | 4,347 | - | 10,477 | - | |
| Inventories | IV/VI.7 | 256,860 | 3 | 339,286 | 4 | Lease liabilities – current | IV/VI.21 | 80,945 | 1 | 27,698 | - | |
| Other current assets | IV/VI.10/VII | 60,577 | 1 | 122,855 | 2 | Currentportion of bondspayable | IV/VI.13 | 195,895 | 2 | 967,291 | 12 | |
| Total current assets | 1,123,893 | 14 | 1,348,796 | 17 | Currentportion of long-term borrowings | IV/VI.15 | 606,577 | 8 | 513,786 | 7 | ||
| Other current liabilities Total current liabilities Non-current Liabilities |
IV/VI.17 | 9,031 | - | 8,094 | - | |||||||
| Non-current Assets | 1,287,631 | 16 | 1,877,132 | 24 | ||||||||
| Financial assets at fair value through other comprehensive income - non-current |
IV/VI.3 | 65,850 | 1 | 64,750 | 1 | |||||||
| Financial assets at amortized cost - non-current | IV/VI.4/VIII | 140,816 | 2 | 140,687 | 2 | |||||||
| Investments accounted for usingthe equitymethod | IV/VI.8/VII | 753,717 | 9 | 705,114 | 9 | Bondspayable | IV/VI.13 | 621,904 | 8 | 192,357 | 2 | |
| Property, plant and equipment | IV/VI.9/VIII | 3,466,105 | 44 | 3,488,683 | 45 | Long-term borrowings | IV/VI.15 | 1,948,664 | 25 | 2,057,938 | 27 | |
| Right-of-use assets | IV/VI.21/VIII | 714,483 | 9 | 292,469 | 4 | Provisions - non-current | IV/VI.17 | 85,980 | 1 | 96,021 | 1 | |
| Intangible assets | IV | 376 | - | 459 | - | Deferred tax liabilities | IV/VI.25 | 107 | - | 55 | - | |
| Deferred tax assets | IV/VI.25 | 82,688 | 1 | 78,242 | 1 | Finance leasepayables - non-current | IV/VI.21 | 672,659 | 8 | 283,793 | 4 | |
| Finance lease receivables - non-current | IV/VI.21/VIII | 1,466,815 | 19 | 1,575,827 | 20 | Other non-current liabilities | 53,579 | 1 | 53,671 | 1 | ||
| Other non-current assets | IV/VI.10 | 48,180 | 1 | 49,723 | 1 | Total non-current liabilities | 3,382,893 | 43 | 2,683,835 | 35 | ||
| Total non-current assets | 6,739,030 | 86 | 6,395,954 | 83 | Total liabilities | 4,670,524 | 59 | 4,560,967 | 59 | |||
| Equityattributable to theparent company | ||||||||||||
| Share capital | ||||||||||||
| Ordinaryshares | IV/VI.18 | 1,237,872 | 16 | 1,237,872 | 16 | |||||||
| Capital surplus | IV/VI.18 | 1,373,220 | 17 | 1,372,961 | 17 | |||||||
| Retained earnings | IV/VI.18 | |||||||||||
| Legal reserve | 146,559 | 2 | 146,559 | 2 | ||||||||
| Special reserve | 31,078 | - | - | - | ||||||||
| Unappropriated earnings | 435,301 | 6 | 457,469 | 6 | ||||||||
| Total retained earnings | 612,938 | 8 | 604,028 | 8 | ||||||||
| Other equity | (31,631) | - | (31,078) | - | ||||||||
| Total equity | 3,192,399 | 41 | 3,183,783 | 41 | ||||||||
| Total assets | $7,862,923 | 100 | $7,744,750 | 100 | Total liabilities and equity | $7,862,923 | 100 | $7,744,750 | 100 | |||
| (The accompanyingnotes are an integralpart of the consolidated financial statements.) |
34
| English Translation of a Report Originally Issued in Chinese | English Translation of a Report Originally Issued in Chinese | ||||
|---|---|---|---|---|---|
| Anji Technology Co., Ltd. | |||||
| Individual Statements of Comprehensive Income | |||||
| For the Years ended December 31, 2025 and 2024 | |||||
| (Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Share) | |||||
| Items | Note | Jan 1, 2025~Dec 30, 2025 | Jan 1, 2024~Dec 30, 2024 | ||
| Amount | % | Amount | % | ||
| Operatingrevenues | IV/VI.19/VII | $777,754 | 100 | $844,443 | 100 |
| Operatingcosts | IV/VI.7. 22/VII | (552,815) | (71) | (673,037) | (80) |
| Grossprofit | 224,939 | 29 | 171,406 | 20 | |
| Unrealizedgrossprofit on sales | (1,125) | - | (32) | - | |
| Realizedgrossprofit on sales | 1,802 | - | 769 | - | |
| Grossprofit-net | 225,616 | 29 | 172,143 | 20 | |
| Operatingexpenses | IV/VI.9. 20. 21. 22/VII | ||||
| Sellingand marketingexpenses | (6,003) | (1) | (6,573) | (1) | |
| General and administrative expenses | (87,011) | (11) | (80,189) | (9) | |
| Research and development expenses | (15,427) | (2) | (23,846) | (3) | |
| Total operatingexpenses | (108,441) | (14) | (110,608) | (13) | |
| Other Operation Income | |||||
| Operatingincome | 117,175 | 15 | 61,535 | 7 | |
| Non-operatingincome and expenses | |||||
| Interestgains | IV/VI.23 | 6,432 | 1 | 7,507 | 1 |
| Other income | IV/VI.23 | 6,427 | 1 | 4,925 | - |
| Othergains and losses | IV/VI.23 | (21,637) | (3) | (8,886) | (1) |
| Interest expenses | IV/VI.23 | (90,757) | (12) | (75,601) | (9) |
| Share ofprofit or loss of associates andjoint ventures | (10,330) | (1) | (70,087) | (8) | |
| Total non-operatingincome and expenses | (109,865) | (14) | (142,142) | (17) | |
| Income from continuingoperations before income tax | 7,310 | 1 | (80,607) | (10) | |
| Income tax expense | IV/VI.25 | (5,184) | (1) | (1,968) | - |
| Net income | 2,126 | - | (82,575) | (10) | |
| Other comprehensive income | IV/VI.24 | ||||
| Unrealized gain/(loss) on investments in equity instruments at fair value through other comprehensive income |
8,811 | 1 | 8,789 | 1 | |
| Total other comprehensive income,net of tax | 8,811 | 1 | 8,789 | 1 | |
| Total comprehensive income | $10,937 | 1 | $(73,786) | (9) | |
| Earnings per share (NTD) | IV/VI.26 | ||||
| Basic | $0.02 | ($0.67) | |||
| Diluted | $0.02 | ($0.67) | |||
| (The accompanying notes are an integral part of the consolidated financial statements.) | |||||
35
| English Translation of a Report OriginallyIssued in Chinese | English Translation of a Report OriginallyIssued in Chinese | English Translation of a Report OriginallyIssued in Chinese | English Translation of a Report OriginallyIssued in Chinese | English Translation of a Report OriginallyIssued in Chinese | English Translation of a Report OriginallyIssued in Chinese | English Translation of a Report OriginallyIssued in Chinese | English Translation of a Report OriginallyIssued in Chinese | |
|---|---|---|---|---|---|---|---|---|
| Anji TechnologyCo.,Ltd. and Subsidiaries | ||||||||
| Individual Statements of Changes in Equity | ||||||||
| For the Years ended December,2025 and 2024 | ||||||||
| (Expressed in Thousands of New Taiwan Dollars) | ||||||||
| Items | Equity Attributable to Owners of the Company | |||||||
| Share Capital | Capital surplus |
Retained Earnings | Other Equity | Total | ||||
| Common Stock |
Capital Collected In Advance |
Legal reserve |
Special reserve |
Unappropriated earnings |
Unrealized gain/(loss) on financial assets at FVOCI |
|||
| Balance,January1,2024 | $1,237,267 | $558 | $1,349,439 | $134,790 | $79,341 | $592,981 | $1,783 | $3,396,159 |
| Effect of retrospective application and retrospective restatement | - | - | - | - | - | (42,762) | (14,319) | (57,081) |
| Balance,January1,2024 | 1,237,267 | 558 | 1,349,439 | 134,790 | 79,341 | 550,219 | (12,536) | 3,339,078 |
| Appropriation of 2023 earnings | ||||||||
| Legal reserve | - | - | - | 11,769 | - | (11,769) | - | - |
| Special reserve | - | - | - | - | (79,341) | 79,341 | - | - |
| Cash dividends | - | - | - | - | - | (99,026) | - | (99,026) |
| Changes in associates for usingthe equitymethod | - | - | 23,372 | - | - | (6,052) | - | 17,320 |
| Convertible bonds converted to ordinaryshares | 605 | (558) | 150 | - | - | - | - | 197 |
| Netprofit/(loss)for theyears ended December 31,2024 | - | - | - | - | - | (82,575) | - | (82,575) |
| Other comprehensive income/(loss)for theyears ended December 31,2024 | - | - | - | - | - | - | 8,789 | 8,789 |
| Total comprehensive income/(loss)for theyears ended December 31,2024 | - | - | - | - | - | (82,575) | 8,789 | (73,786) |
| Non-controllinginterests | - | - | - | - | - | - | - | - |
| Disposals of investments in equity instruments designated as at fair value through other comprehensive income |
- | - | - | - | - | 27,331 | (27,331) | - |
| Balance, December 31, 2024 | $1,237,872 | $- | $1,372,961 | $146,559 | $- | $457,469 | $(31,078) | $3,183,783 |
| Balance, January 1, 2025 | $1,237,872 | $- | $1,372,961 | $146,559 | $- | $457,469 | $(31,078) | $3,183,783 |
| Appropriation of 2024 earnings | ||||||||
| Special reserve | - | - | - | - | 31,078 | (31,078) | - | - |
| The equityresultingfrom the issuance of convertible bonds | - | - | 18,783 | - | - | - | - | 18,783 |
| Changes in associates for usingthe equitymethod | - | - | 18,616 | - | - | - | - | 18,616 |
| Cash dividends from capital surplus | - | - | (37,136) | - | - | - | - | (37,136) |
| Netprofit/(loss)for theyears ended December 31,2025 | - | - | - | - | - | 2,126 | - | 2,126 |
| Other comprehensive income/(loss)for theyears ended December 31,2025 | - | - | - | - | - | - | 8,811 | 8,811 |
| Total comprehensive income/(loss)for theyears ended December 31,2025 | - | - | - | - | - | 2,126 | 8,811 | 10,937 |
| Changes in ownershipequityof subsidiaries | - | - | (4) | - | - | (2,580) | - | (2,584) |
| Disposals of investments in equity instruments designated as at fair value through other comprehensive income |
- | - | - | - | - | 9,364 | (9,364) | - |
| Balance, December 31, 2025 | $1,237,872 | $- | $1,373,220 | $146,559 | $31,078 | $435,301 | $(31,631) | $3,192,399 |
| (The accompanying notes are an integral part of the consolidated financial statements.) |
36
| English Translation of a Report OriginallyIssued in Chinese | English Translation of a Report OriginallyIssued in Chinese | English Translation of a Report OriginallyIssued in Chinese | |||
|---|---|---|---|---|---|
| Anji TechnologyCo.,Ltd. and Subsidiaries | |||||
| Individual Statements of Cash Flows | |||||
| For the Years ended December,2025 and 2024 | |||||
| (Expressed in Thousands of New Taiwan Dollars) | |||||
| Items | Jan 1, 2025~ Dec 31,2025 |
Jan 1, 2024~ Dec 31,2024 |
Items | Jan 1, 2025~ Dec 31,2025 |
Jan 1, 2024~ Dec 31,2024 |
| Amount | Amount | Amount | Amount | ||
| Cash flows from operating activities: | Cash flows from investing activities: | ||||
| Income before income tax | $7,310 | $(80,607) | Purchase of financial assets at fair value through other comprehensive income | (2,727) | (6,000) |
| Adjustments for: | Disposal of financial assets at fair value through other comprehensive income | 10,285 | 34,584 | ||
| Income and expense adjustments: | Purchase of financial assets at amortized cost | - | (8,593) | ||
| Depreciation expenses | 215,466 | 194,072 | Disposal of financial assets at amortized cost | (11,402) | - |
| Amortization expenses | 83 | 174 | Purchase of financial assets at fair value through profit or loss | (1,136) | - |
| Net loss(gain) on financial assets and liabilities at fair value through profit or loss | (7,779) | 2,088 | Disposal of financial assets at fair value through profit or loss | - | 1,165 |
| Interest expenses | 90,757 | 75,601 | Acquisition of equity investments under equity method | (48,700) | (307,810) |
| Interest income | (125,265) | (144,283) | Payments for property, plant and equipment | (160,288) | (346,304) |
| Dividend income | (655) | (466) | Increase in refundable deposits | (2,701) | (1,969) |
| Share of (profit)/loss of associates and joint ventures | 10,330 | 70,087 | Decrease in refundable deposits | 7,968 | 6,118 |
| Impairment loss | - | 8,397 | Dividends received | 7,284 | 7,804 |
| Unrealized gross profit | 1,125 | 32 | Net cash used in investing activities | (201,417) | (621,005) |
| Realized gross profit | (1,802) | (769) | Cash flows from financing activities: | ||
| Loss from repurchase of bonds | 28,622 | - | Proceeds from short-term borrowings | 1,486,427 | 983,653 |
| Recognition of provisions | 978 | 1,554 | Repayments of short-term borrowings | (1,400,427) | (1,059,149) |
| Write-down of inventories | 12,255 | 107,506 | Increase of short-term notes | 230,000 | 360,000 |
| Changes in operating assets and liabilities | Decrease of short-term notes | (230,000) | (360,000) | ||
| Contract assets | 8,109 | 53 | Issuance of bonds payable | 600,000 | - |
| Notes receivable | 28,301 | (20,953) | Repayments of bond payables | (969,718) | - |
| Accounts receivable | (6,080) | 11,843 | Proceeds from long-term borrowings | 592,739 | 1,076,754 |
| Accounts receivables from related parties | (1,320) | 24,907 | Repayments of long-term borrowings | (609,222) | (448,665) |
| Inventories | 48,309 | (71,752) | Repayment of the principal portion of lease liabilities | (17,398) | (15,733) |
| Other current assets | 62,330 | 50,620 | Cash dividends | (37,136) | (99,026) |
| Finance lease receivables | 101,881 | 91,176 | Net cash generated from/(used in) financing activities | (354,735) | 437,834 |
| Contract payable | 4,818 | 6,412 | |||
| Accounts payable | (2,471) | (110,352) | |||
| Accounts payable from related parties | 240 | (1,233) | |||
| Other payables | (13,257) | (20,469) | |||
| Other payable from related parties | 587 | 118 | |||
| Provisions | (9,306) | - | |||
| Other current liabilities | 937 | (1,387) | |||
| Other non-current liabilities | (92) | (154) | |||
| Cash generated/(used) from operations | 454,411 | 192,215 | |||
| Interest received | 125,265 | 144,283 | |||
| Interest paid | (72,965) | (54,418) | Net increase in cash and cash equivalents | (65,149) | 45,136 |
| Income tax paid | (15,708) | (53,773) | Cash and cash equivalents at beginning of period | 505,808 | 460,672 |
| Net cash generated from operating activities | 491,003 | 228,307 | Cash and cash equivalents at end of period | $440,659 | $505,808 |
| (The accompanyingnotes are an integralpart of the consolidated financial statements.) |
37
Attachment 7 Comparison table of Amendment to the Company's Procedures for Acquisition or Disposal of Assets
| Amendment | Original Article | Amended Articles | Reason for Amendmen t |
|
|---|---|---|---|---|
| Article 35 | Where the Company acquires or disposes of assets under any of the following circumstances, it shall, in accordance with the nature of the transaction and in the prescribed format, publicly announce and report the relevant information on the website designated by the competent authority within two days from the date of occurrence: 1.~ 3: Omitted 4.Acquisition or disposal of equipment for business use or right-of-use assets thereof, where the counterparty is not a related party and the transaction amount reaches any of the following thresholds: (1) For a public company with paid-in capital of less than NT$10 billion, the transaction amount reaches NT$500 million or more. (2) For a public company with paid-in capital of NT$10 billion or more, the transaction amount reaches NT$1 billion or more. 5 ~ 6: Omitted 7.Asset transactions other than those referred to in the preceding six subparagraphs, disposal of claims by financial institutions, or investments in Mainland China, where the transaction amount reaches 20% of the Company’s paid-in capital or NT$300 million or more. However, this shall not apply to the following circumstances: (omitted below) |
Where the Company acquires or disposes of assets under any of the following circumstances, it shall, in accordance with the nature of the transaction and in the prescribed format, publicly announce and report the relevant information on the website designated by the competent authority within two days from the date of occurrence: 1.~ 3: Omitted 4.Acquisition or disposal of equipment for business use or right-of-use assets thereof, where the counterparty is not a related party and the transaction amount reaches any of the following thresholds: (1)Where the Company is apublic company with paid-in capital of less than NT$10 billion, the transaction amount reaches NT$500 million or more. (2) Where the Company is apublic company with paid-in capital of NT$10 billion or morebut less than NT$50 billion, the transaction amount reaches NT$1 billion or more. (3) Where the Company is a public company with paid-in capital of NT$50 billion or more, the transaction amount reaches 5% of the Company’s paid-in capital or more. 5 ~ 6: Omitted 7.Where the Company’s paid-in capital reaches NT$50 billion or more, and it trades government bonds, ordinary corporate bonds, or general financial bonds not involving equity (excluding subordinated bonds) on a securities exchange or over-the-counter market, and such transaction does not fall under the proviso of Subparagraph 8 and the counterparty is not a related party, with the transaction amount reaching 5% of the Company’s paid-in capital or more. |
Amended in compliance with legal regulation |
38
| Amendment | Original Article | Amended Articles | Reason for Amendmen t |
|
|---|---|---|---|---|
| 8.Asset transactions other than those referred to in the preceding seven subparagraphs, disposal of claims by financial institutions, or investments in Mainland China, where the transaction amount reaches 20% of the Company’s paid-in capital or NT$300 million or more. However, this shall not apply to the following circumstances: (omitted below) |
||||
| Article 39 | This procedure was approved by the Board of Directors on May 22, 2014, and approved at the shareholders’ meeting on June 27, 2014. Amendments were approved by the Board of Directors on September 2, 2015, and February 2, 2016, and approved at the shareholders’ meeting on June 27, 2016. Amendments were approved by the Board of Directors on March 23, 2017, and approved at the shareholders’ meeting on June 13, 2017. Amendments were approved by the Board of Directors on February 25, 2019, and approved at the shareholders’ meeting on June 14, 2019. Amendments were approved by the Board of Directors on February 25, 2022, and approved at the shareholders’ meeting on May 26, 2022. |
This procedure was approved by the Board of Directors on May 22, 2014, and approved at the shareholders’ meeting on June 27, 2014. Amendments were approved by the Board of Directors on September 2, 2015, and February 2, 2016, and approved at the shareholders’ meeting on June 27, 2016. Amendments were approved by the Board of Directors on March 23, 2017, and approved at the shareholders’ meeting on June 13, 2017. Amendments were approved by the Board of Directors on February 25, 2019, and approved at the shareholders’ meeting on June 14, 2019. Amendments were approved by the Board of Directors on February 25, 2022, and approved at the shareholders’ meeting on May 26, 2022. Amendments were approved by the Board of Directors on March 4, 2026, and are expected to be approved at the shareholders’ meeting on May 26, 2026. |
Add the date of the amendment |
39
Attachment 8 List of director candidates and relevant information
| Candidate category |
Candidate name | Educational background |
Experience | Present job | Number of shares held (Unit: share) |
Represented government or legal person name |
Oth er |
|---|---|---|---|---|---|---|---|
| Director | HUANG, KUO-TUNG |
CHUNG YUAN CHRISTIAN UNIVERSITY, Department of Mechanical Engineering |
CHINUP TECHNOLOGY CO., LTD.- General Manager |
CHINUP TECHNOLOGY CO., LTD.-Chairman, CIRCLE METAL POWDER CO., LTD. -Chairman, LIUHE OPTOELECTRONICS CO., LTD. -Chairman, YAOGUANG ENERGY CO., LTD.-Chairman, QINGYANG AGRICULTURAL TECHNOLOGY CO., LTD.-Chairman, CHINJI INVESTMENT LTD.- Director, DINGXIA INVESTMENT LTD.-Director, ANTAI ENERGY CO., LTD. -Chairman, HONG DING HOLGINGS CO., LTD.–Director, ANDERS TECHNOLOGY CO., LTD. -Chairman, JIAYI ENERGY CO., LTD.-Director, WEI MAN TECHNOLOGY CO., LTD.-Director |
1,172,615 | - | |
| Director | SU, TSUNG-CHIN |
KUNSHAN TECHNICAL COLLEGE, Department of Mechanical Engineering |
CHINUP TECHNOLOGY CO., LTD.- Deputy General Manager |
CHINUP TECHNOLOGY CO., LTD.-Director and General Manager CIRCLE METAL POWDER CO., LTD.-Director and General Manager, JIANG TAI INVESTMENT CO., LTD.-Chairman, GUAN MING INVESTMENT LTD.-Director, CROWN DRAGON INVESTMENT LTD.-Director ANTAI ENERGY CO., LTD.-Director, ANDERS TECHNOLOGY CO., LTD.-Supervisor CHIH HSIANG ELECTRONIC PPWER CO., LTD.-Chairman WEI MAN TECHNOLOGY CO., LTD.-Director |
17,082,813 | CHINUP TECHNOLOGY CO., LTD. |
|
| Director | CHENG, PO-WEN |
NANHUA UNIVERSITY, Graduate Institute of Information Management |
REPUBLIC OF CHINA SOLAR PHOTOVOLTAIC POWER GENERATION SYSTEM BUSINESS ASSOCIATION- Chairman |
SUNEDGE TECHNOLOGY CO., LTD.-Chairman SUNEDGE PV TECHNOLOGY CO., LTD.- Chairman WEI MAN INVESTMENT CO., LTD.- Chairman |
20,399 | SUNEDGE PV TECHNOLOGY CO., LTD. |
|
| Director | LIANG, MING-CHING |
HER CHANG TECHNOLOGY CO., LTD. |
HER CHANG TECHNOLOGY CO., LTD. -Chairman |
HER CHANG TECHNOLOGY CO., LTD. -Chairman HAO KAI INVESTMENT LTD.-Chairman FOUR LEAF INTERNATION CHANNEL INTEGERATION Co., Ltd.-Director, ANDERS TECHNOLOGY CO., LTD. - Director |
76,098 | HER CHANG TECHNOLOGY CO., LTD. |
|
| Director | YANG, CHING-WEN | SHAN-HUA HIGH SCHOOL |
HONGSHENG STEEL LTD.-Director, |
HONGSHENG STEEL LTD.-Director | 1,563,623 | - |
40
| Candidate category |
Candidate name | Educational background |
Experience | Present job | Number of shares held (Unit: share) |
Represented government or legal person name |
Oth er |
|---|---|---|---|---|---|---|---|
| Independent Director |
HUANG, HSIAO-HSIN |
COLUMBIA UNIVERSITY, Master of Public Health |
Leader of Sustainable Development Group, Industrial Bureau, Ministry of Economic Affairs General of Taiwan Iron and Steel Industry Association -Director |
JIANQUN SUSTAINABLE INNOVATION CO., LTD. -Chairman TAIWAN IRON & STEEL CO., LTD.- Independent Director LIANYOU METAL TECHNOLOGY CO., LTD.- Independent Director Chairman of Taiwan Resource Recycling Association Consultant of Taiwan Iron and Steel Industry Association |
0 | - | |
| Independent Director |
CHEN, LING-HUI |
MS in Chemistry, Texas State University |
Deputy Head of Industry Bureau, Ministry of Economic Affairs Deputy Director of Energy Bureau, Ministry of Economic Affairs Deputy Director of Bureau of Standards, Inspection and Quarantine, Ministry of Economic Affairs |
Convener of the Net Zero Label Review Committee of the Taiwan Sustainable Energy Research Foundation, Member of the energy-saving label review committee of the Energy Bureau of the Ministry of Economic Affairs, Member of the National Standard Technical Committee for Environmental Protection, Bureau of Standards, Inspection and Quarantine, Ministry of Economic Affairs |
0 | - | |
| Independent Director |
CHANG, TZU-EN |
Ph.D. in Civil Engineering, Japan Tohoku University, |
Deputy Minister and Minister, Environmental Protection Administration, Executive Yuan Vice President, Industrial Technology Research Institute, National Cheng Kung University |
Department of Environmental Engineering, National Cheng Kung University- Emeritus Professor Resource Circulation Industry Promotion Association- Chairman TACHENG SUSTAINABILITY INVESTMENT CO., LTD.- Chairman CLLEANWAY CO., LTD.- Independent Director GREEN RIVER HOLDING CO., LTD. - Independent Director |
0 | - | |
| Independent Director |
TSAI, YU-CHIN |
Bachelor’s Degree, Department of Business Administration, National Taiwan University Master’s Degree in Accounting and Information Technology, National Chung Cheng University |
Certified Public Accountant (CPA), Taiwan Higher Examination Qualified Associate Manager and Manager, KPMG CPA Firm |
Nantai CPA Firm- CPA YA HORNG ELECTRONIC CO., LTD- Independent Director |
0 | - |
41
Attachment 9 Competitive Information of Director Candidate
| Candidate category |
Candidate category | Candidate category |
|---|---|---|
| Director | HUANG, KUO-TUNG |
CIRCLE METAL POWDER CO., LTD. -Chairman -Representative of Chinup Technology Co., Ltd. ANTAI ENERGY CO., LTD. -Chairman-Representative of Anji Technology Co., Ltd. ANDERS TECHNOLOGY CO., LTD. -Chairman - Representative of Anji Technology Co., Ltd. HONG DING HOLGINGS CO., LTD. -Director- Representative of Anji Technology Co., Ltd. JIAYI ENERGY CO., LTD.-Director-Representative of Anji Technology Co., Ltd. |
| Director | CHINUP TECHNOLOGY CO., LTD. Representative: SU,TSUNG-CHIN |
CIRCLE METAL POWDER CO., LTD.-Chairman CHIH HSIANG ELECTRONIC PPWER CO., LTD.-Chairman |
| SU, TSUNG-CHIN | CIRCLE METAL POWDER CO., LTD.-Director and general manager-Representative of Crown dragon Investment Ltd. ANTAI ENERGY CO., LTD.-Director -Representative of Chinup Technology Co., Ltd. CHIH HSIANG ELECTRONIC POWER CO., LTD. -Chairman -Representative of ChinupTechnologyCo.,Ltd. |
|
| Director | SUNEDGE PV TECHNOLOGY CO., LTD. Representative: CHENG, PO-WEN |
SUNEDGE TECHNOLOGY CO., LTD.-Chairman SUNEDGE PV TECHNOLOGY CO., LTD.- Chairman |
| Director | HER CHANG TECHNOLOGY CO., LTD. Representative: LIANG,MING-CHING |
ANDERS TECHNOLOGY CO., LTD.-Director-Representative of Her Chang Technology Co., Ltd. |
42
Appendix
Appendix 1 Rules of Procedure of Shareholders' Meeting
Anji Technology Co., Ltd.
Rules of Procedure of Shareholders' Meeting
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Article 1: In order to establish a good governance system for the company’s shareholders meeting, improve its supervisory functions, and strengthen its management functions, these rules have been formulated in accordance with Article 5 of the “Code of Practice for Corporate Governance for Listed Companies”.
-
Article 2: The rules of procedure of the shareholders' meeting of the company shall be handled in accordance with these rules, unless otherwise stipulated by laws or the company's articles of association.
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Article 3: The shareholders' meeting of the company shall be convened by the board of directors, unless otherwise provided by the company's articles of association or laws. After the company’s public offering of shares, 30 days before the regular shareholders’ meeting or 15 days before the extraordinary shareholders’ meeting, the shareholders’ meeting notice, power of attorney paper, relevant approval proposals, discussion proposals, appointment or dismissal of directors, etc. The reason and explanatory data of the proposal are made into an electronic file and sent to the public information observatory. And 21 days before the meeting of the regular shareholders meeting or 15 days before the meeting of the extraordinary shareholders meeting, the shareholder meeting manual and supplementary materials of the meeting will be prepared and sent to the public information observation station. Fifteen days before the meeting of shareholders, a handbook of the current shareholders’ meeting and supplementary materials of the meeting shall be prepared for shareholders to request at any time, displayed on the company and the professional stock agency appointed by the company, and shall be distributed on-site at the shareholders’ meeting. The notice and announcement shall specify the reason for the convening; if the notice is approved by the counterparty, it may be done electronically. Election or dismissal of directors, supervisors, changes in articles of association, capital reduction, application for suspension of public offerings, directors ‘competition license, surplus capital increase, public reserve capital increase, company dissolution, merger, division, or Article 185 of the Company Law The main content of the items in each paragraph, Article 26-1, Article 43-6 of the Securities Exchange Law, Article 56-1 and Article 60-2 of the Guidelines for the Issuer’s Raising and Issuing of Negotiable Securities shall be listed and explained in the reason for the convening, and shall not be proposed as a temporary motion. The reason for convening the shareholders' meeting has stated the full re-election of directors and supervisors and the date of appointment. After the re-election of the shareholders' meeting is completed, the same meeting shall not change the appointment date by temporary motion or other means. Shareholders who hold more than one percent of the total number of shares in issue may submit a proposal to the company's ordinary shareholders meeting. The shareholder proposal is a suggestive proposal to urge the company to promote the public interest or fulfill its social responsibilities, and the board of directors may still include it in the proposal. Shareholders’ proposals shall be in accordance with the relevant provisions of Article 172-1 of the Company Law, and share be limited to one item. Any proposal with more than one proposal is not included in the proposal. In addition, the shareholder’s proposal is subject to one of the conditions in Article 172-1, Item 4 of the Company Law, and the board of directors may not be
43
included as a proposal. The company shall announce the acceptance of shareholders’ proposals, the place of acceptance, and the acceptance period before the stock transfer suspension day before the general meeting of shareholders is held; the acceptance period shall not be less than ten days. A proposal proposed by a shareholder is limited to 300 characters. Anything exceeding 300 characters shall not be included in the proposal; the proposing shareholder should attend the shareholders' meeting in person or entrust others to participate in the discussion of the proposal. The company shall notify the proposing shareholders of the processing results before the notice day of the shareholders meeting, and list the proposals that conform to the provisions of this Article in the notice of the meeting. For shareholder proposals that are not included in the proposal, the board of directors shall explain the reasons for not being included in the shareholders meeting.
-
Article 4: At each meeting of shareholders, shareholders may issue a power of attorney issued by the company, specifying the scope of authorization, and appoint an agent to attend the meeting. A shareholder shall issue a proxy letter and entrust one person as the limit. It shall be delivered to the company five days before the meeting of the shareholders meeting. In the event of a repetition of the proxy letter, the first one shall prevail. However, those who declare to revoke the previous entrustment are not limited to this. After the power of attorney is served to the company, shareholders who wish to attend the shareholders’ meeting in person or exercise their voting rights in writing or electronically shall notify the company in writing of revocation of the entrustment two days before the meeting of shareholders’ meeting; The voting rights exercised by people present shall prevail.
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Article 5:The location of the shareholders’ meeting shall be at the place of the company or at a place convenient for shareholders’ attendance and suitable for the shareholders’ meeting. The start time of the meeting shall not be earlier than 9 am or later than 3 pm. The place and time of the meeting shall be fully considered. Opinions of independent directors.
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Article 6:The company shall specify in the notice of meeting the time and location of the registration office for shareholders, as well as other matters that should be paid attention to. The time for accepting shareholder registration in the preceding paragraph shall be handled at least 30 minutes before the start of the meeting; the registration place shall be clearly marked and adequately qualified personnel shall be dispatched to handle it. The shareholder himself or the agent entrusted by the shareholder (hereinafter referred to as the shareholder) shall present the attendance certificate, attendance sign card or other attendance certificate to attend the shareholders meeting. The company shall not arbitrarily add other supporting documents to the supporting documents required by the shareholders to attend; The solicitor who belongs to the solicitation of power of attorney should bring identification documents for verification. The company shall set up a signature book for the attending shareholders or their agents (hereinafter referred to as shareholders) to sign in, or the attending shareholders shall hand in a sign-in card to sign in on their behalf. The company shall deliver the meeting handbook, annual report, attendance certificate, speech slips, voting votes and other meeting materials to the shareholders attending the shareholders meeting; if there is an election of directors, additional voting votes shall be attached. When the government or legal person is a shareholder, the representative to attend the shareholders meeting is not limited to one. When a legal person is entrusted to attend the shareholders' meeting, only one representative may be appointed to attend.
-
Article 7: If the shareholders’ meeting is convened by the board of directors, the chairman shall be the chairman. When the chairman asks for leave or is unable to exercise his powers for some reason, it shall be represented by the vice chairman. If there is no vice chairman or
44
vice chairman, he also asks for leave or cannot exercise his powers for some reason. At that time, the chairman of the board shall appoint one executive director to act as the agent; if it does not have an executive director, one director shall be appointed to act as the agent; if the chairman does not appoint an agent, the executive director or the directors shall mutually recommend one person to act as the agent. The chairman of the preceding paragraph shall be a standing director or director’s agent, who shall serve as a standing director or director who has served for more than six months and understands the company’s financial and business conditions. The same applies if the chairman is the representative of a corporate director. The chairman of the shareholders meeting convened by the board of directors should preside in person, and at least one representative of more than half of the directors of the board of directors and various functional committee members should be present, and the attendance should be recorded in the minutes of the shareholders meeting. If the shareholders' meeting is convened by a convener other than the board of directors, the chairman shall be the convener. If there are two or more conveners, one of the other conveners shall be elected. The company may appoint appointed lawyers, accountants or related personnel to attend the shareholders meeting.
-
Article 8: The company shall record and record the entire process of shareholder registration, meeting process, and vote counting process from the moment of accepting the registration of shareholders. Audiovisual materials should be kept for at least one year. However, if a shareholder initiates a lawsuit in accordance with Article 189 of the Company Law, it shall be kept until the end of the lawsuit.
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Article 9: The attendance of the shareholders meeting shall be calculated on the basis of shares. The number of attending shares is calculated based on the signature book or the handed sign-in card, plus the number of shares exercising voting rights in writing or electronically. When the meeting time has expired, the chairman shall announce the meeting immediately, and relevant information such as the number of non-voting rights and the number of shares present will be announced. However, when no shareholder representing more than half of the total issued shares is present, the chairman may announce the postponement of the meeting. The number of postponements is limited to two, and the total postponement time shall not exceed one. hour. When there are insufficient shareholders representing more than one-third of the total issued shares after the second delay, the chairman shall announce the meeting. If the amount is still insufficient after the second delay in the preceding paragraph and shareholders representing more than one-third of the total number of issued shares are present, they may make a false resolution in accordance with Article 175, Paragraph 1 of the Company Law, and notify each of the false resolutions. The shareholders shall convene the shareholders' meeting again within one month. Before the end of the meeting, if the number of shares represented by the shareholders present reaches more than half of the total number of issued shares, the chairman may make a false resolution and submit it to the shareholders meeting for voting in accordance with Article 174 of the Company Law.
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Article 10: If the shareholders’ meeting is convened by the board of directors, the agenda shall be set by the board of directors. All relevant proposals (including interim motions and amendments to the original proposal) shall be voted on a case-by-case basis. The meeting shall be conducted in accordance with the scheduled agenda and shall not be changed without a resolution of the shareholders’ meeting. If the shareholders' meeting is convened by someone other than the board of directors with the right to convene, the provisions of the preceding paragraph shall apply mutatis mutandis. Before the meeting (including provisional motions) is over, the chairman shall not announce the
45
adjournment of the meeting without a resolution; if the chairman violates the rules of procedure and announces the adjournment of the meeting, other members of the board of directors shall promptly assist the shareholders present in accordance with the legal procedures, More than half of the shareholders present agreed to elect one person to serve as the chairman and continue the meeting. The chairman shall give full explanations and opportunities to discuss the motions and amendments or interim motions proposed by shareholders. When he believes that the voting has been reached, he may announce the cessation of discussion, put forward the voting, and arrange adequate voting time.
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Article 11: Before attending shareholders’ speeches, they must first fill in the statement of speech, stating the main point of the speech, shareholder account number (or attendance certificate number) and account name, and the chairman shall determine the order of their speeches. Shareholders present who only make a statement but do not make a statement shall be deemed to have not made a statement. If the content of the speech does not match the record of the speech, the content of the speech shall prevail. Each shareholder's speech on the same proposal shall not exceed two times without the consent of the chairman, and each time shall not exceed five minutes. However, if the shareholder's speech violates the regulations or exceeds the scope of the topic, the chairman may stop his speech. When the shareholders attend the speech, other shareholders shall not interfere with the speech except with the consent of the chairman and the speaking shareholder. Violators shall be stopped by the chairman. When a legal person shareholder appoints two or more representatives to attend the shareholders meeting, only one person may be allowed to speak on the same proposal. After the shareholders have spoken, the chairman may personally or designate relevant personnel to reply.
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Article 12: The voting of the shareholders meeting shall be calculated on the basis of shares. The resolutions of the shareholders' meeting shall not be included in the total number of issued shares for the number of shares of non-voting shareholders. When shareholders have their own interests in matters of the meeting that may be harmful to the interests of the company, they shall not participate in the voting, and shall not act on behalf of other shareholders to exercise their voting rights. The number of shares not allowed to exercise voting in the preceding paragraph shall not be counted as the number of voting rights of shareholders present. Except for a trust enterprise or a stock agency approved by the securities authority, when one person is entrusted by two or more shareholders at the same time, the voting rights of the agent shall not exceed 3% of the total voting rights of the issued shares. Not to be calculated.
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Article 13: Shareholders have one voting right per share, except for those who are restricted or have no voting rights listed in Article 179 of the Company Law. When the company convenes a shareholder meeting, it shall adopt electronic means and may adopt a written method to exercise its voting rights; when it exercises its voting rights in writing or electronic means, its exercise method shall be stated in the notice of the shareholders meeting. Shareholders who exercise voting rights in writing or electronically are deemed to have attended the shareholders meeting in person. However, the provisional motions and amendments to the original proposals of the shareholders meeting shall be deemed as abstentions. Therefore, the company should avoid proposing provisional motions and amendments to the original proposals. For those who exercise voting rights in writing or electronically in the preceding paragraph, their expression of intent shall be delivered to the company two days before the meeting of shareholders. In the event of repetition of the expression of intent, the first one shall prevail. However, those who
46
express their intentions before the declaration is revoked are not limited to this. After shareholders have exercised their voting rights in writing or electronically, if they wish to attend the shareholders meeting in person, they shall revoke the expression of their intention to exercise the voting rights in the preceding paragraph two days before the meeting of the shareholders meeting in the same manner as when exercising their voting rights; for overdue revocation, they shall exercise it in writing or electronically The voting rights shall prevail. If voting rights are exercised in writing or electronically and an agent is entrusted to attend the shareholders meeting with a proxy, the voting rights exercised by the entrusted agent shall prevail. The voting of the proposal shall be passed with the approval of a majority of the voting rights of the shareholders present, unless otherwise stipulated in the Company Law and the Articles of Association of the Company. At the time of voting, the proposal is deemed to be passed after the chairman has consulted all shareholders present and has no objections, and its effect is the same as that passed by voting. When there are amendments or alternatives to the same motion, the chairman shall determine the order of voting in accordance with the original motion. If one of the bills has been passed, the other bills are deemed to be rejected and there is no need to vote again. The scrutineers and vote-counters for voting on proposals shall be designated by the chairman, but the scrutineers shall be shareholders. The counting of votes for shareholders' meetings or election proposals shall be done in a public place at the shareholders' meeting, and after the counting of votes is completed, the voting results shall be announced on the spot, including statistical weights, and shall be recorded.
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Article 14: When the shareholders' meeting elects directors, it shall be conducted in accordance with the relevant election rules set by the company, and shall announce the results of the election on the spot, including the list of elected directors and the number of their elected powers, and the list of unsuccessful directors and supervisors and the number of voting rights they have obtained. The ballots for the election items mentioned in the preceding paragraph shall be sealed and signed by the scrutineers, and then properly kept and kept for at least one year. However, if a shareholder initiates a lawsuit in accordance with Article 189 of the Company Law, it shall be kept until the end of the lawsuit.
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Article 15: The resolutions of the shareholders' meeting shall be recorded in the minutes, which shall be signed or sealed by the chairman, and the minutes shall be distributed to all shareholders within 20 days after the meeting. The production and distribution of the proceedings can be done electronically. For the distribution of the proceedings, the company can enter the public information observatory's announcement method. The minutes of the proceedings should be recorded in accordance with the year, month, day, venue, name of the chairman, resolution method, procedures of the proceedings, and voting results (including statistical weights). When there are elections of directors and supervisors, each candidate should be disclosed. The number of votes a person has. During the existence of the company, it should be kept forever.
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Article 16: The number of shares acquired by the solicitor and the number of shares represented by the entrusted agent shall be clearly disclosed in the shareholders meeting in a statistical table compiled in accordance with the prescribed format on the day of the shareholders meeting. The resolutions of the shareholders’ meeting, if there is a material information required by laws and regulations, Taiwan Stock Exchange Co., Ltd. (Republic of China Securities Counter Trading Center), the company shall transmit the content to the public information observatory within the specified time .
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Article 17: The meeting staff handling the shareholders' meeting should wear identification cards or
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armbands. The chairman may direct pickets or security personnel to help maintain order in the venue. When pickets or security personnel are present to help maintain order, they should wear a "Pickett" armband or identification card. If the venue is equipped with amplifying equipment, the chairman may stop it when the shareholder does not use the equipment configured by the company to speak. If a shareholder violates the rules of procedure and does not obey the chairman's correction, and obstructs the progress of the meeting and fails to comply with it, the chairman may direct the picket or security personnel to ask him to leave the venue.
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Article 18: When the meeting is in progress, the chairman may announce a break at his discretion. In the event of irresistible circumstances, the chairman may rule to suspend the meeting temporarily and announce the renewal of the meeting according to the situation. Before the meeting (including provisional motions) is finalized on the agenda set by the shareholders meeting, the meeting venue cannot be used at that time, and the shareholders meeting may decide to find another venue to continue the meeting. The shareholders’ meeting may, in accordance with Article 182 of the Company Law, postpone the resolution within five days or continue the meeting.
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Article 19: These rules will be implemented after approval by the shareholders' meeting, and the same applies when they are amended.
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Article 20: These rules were agreed by the board of directors on May 22, 2014, and passed by the shareholders meeting on June 27, 2014.
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The first amendment was approved by the board of directors on November 7, 2014, and passed by the shareholders meeting on December 26, 2014.
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The second amendment was approved by the board of directors on March 10, 2015, and passed by the shareholders meeting on June 18, 2015.
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The third amendment was approved by the board of directors on February 26, 2020, and 。
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passed by the shareholders meeting on May 28, 2020
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The fourth amendment was approved by the board of directors on April 9, 2021, and passed by the shareholders meeting on May 28, 2021.
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The fifth amendment was approved by the Board of Directors on February 25, 2022, and passed by the shareholders' meeting on May 26, 2022.
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Appendix 2 Procedures for Acquisition or Disposal of Assets.
Anji Technology Co., Ltd.
Chapter 1 General Provisions
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Article 1: These Procedures are established in accordance with Article 36-1 of the Securities and Exchange Act and other relevant laws, regulations, and rulings.
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Article 2: The Company’s acquisition or disposal of assets shall be handled in accordance with these Procedures. However, where other laws or regulations provide otherwise, such provisions shall prevail.
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Article 3: The term “assets” as referred to in these Procedures includes the following:
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1.Investments in stocks, government bonds, corporate bonds, financial bonds, securities representing funds, depositary receipts, call (put) warrants, beneficiary securities, and asset-backed securities.
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2.Real estate (including land, houses and buildings, investment property, and inventories of construction businesses) and equipment.
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3.Membership certificates.
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4.Intangible assets such as patent rights, copyrights, trademark rights, and franchise rights.
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5.Right-of-use assets.
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6.Claims of financial institutions (including receivables, purchased/discounted bills, loans, and overdue receivables).
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7.Derivative products.
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8.Assets acquired or disposed of through mergers, demergers, acquisitions, or share transfers conducted in accordance with law.
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9.Other important assets.
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Article 4: Definitions of terms used in these Procedures are as follows:
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1.Derivative products: Refers to forward contracts, option contracts, futures contracts, leveraged margin contracts, swap contracts, combinations of the above contracts, or structured products embedded with derivative products, whose value is derived from specific interest rates, financial instrument prices, commodity prices, exchange rates, price or rate indices, credit ratings, credit indices, or other variables. The term “forward contracts” does not include insurance contracts, performance contracts, after-sales service contracts, long-term lease contracts, and long-term purchase (sales) contracts. 2.Assets acquired or disposed of through legal mergers, demergers, acquisitions, or share transfers: Refers to assets acquired or disposed of through mergers, demergers, or acquisitions conducted in accordance with the Business Mergers and Acquisitions Act, Financial Holding Company Act, Financial Institutions Merger Act, or other laws, or through issuance of new shares to acquire shares of another company pursuant to Article 156-3 of the Company Act (hereinafter referred to as “share transfer”).
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3.Related parties and subsidiaries: Shall be determined in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
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4.Professional appraiser: Refers to a real estate appraiser or any other person who may engage in appraisal of real estate or equipment in accordance with law.
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5.Date of occurrence: Refers to the earliest among the contract signing date, payment date, consignment transaction date, transfer date, board resolution date, or any other date sufficient to determine the transaction counterparty and transaction amount.
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However, for investments requiring approval of the competent authority, it refers to the earlier of the above date or the date of approval by the competent authority.
6.Investment in Mainland China: Refers to investments or technical cooperation in Mainland China conducted in accordance with the regulations of the Investment Commission of the Ministry of Economic Affairs.
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7.Stock exchange: Domestic stock exchange refers to the Taiwan Stock Exchange Corporation; foreign stock exchange refers to any organized securities trading market regulated by the securities authority of that country.
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8.Securities firm business premises: Domestic securities firm business premises refer to places where securities firms establish trading counters in accordance with regulations; foreign securities firm business premises refer to financial institutions regulated by foreign securities authorities that are permitted to conduct securities business.
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Article 5: Where the Company obtains appraisal reports or opinions issued by CPAs, lawyers, or securities underwriters, such professional appraisers and their appraising personnel, CPAs, lawyers, or securities underwriters shall meet the following requirements:
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1.Have not been finally sentenced to imprisonment of one year or more for violation of this Act, the Company Act, Banking Act, Insurance Act, Financial Holding Company Act, Commercial Accounting Act, or for fraud, breach of trust, embezzlement, forgery of documents, or occupational crimes. However, this shall not apply if three years have passed since completion of sentence, expiration of probation, or pardon.
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2.Must not be related parties or have a substantive related-party relationship with the transaction parties.
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3.Where two or more professional appraisers are required, the appraisers and their personnel must not be related parties to each other.
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When issuing appraisal reports or opinions, the above personnel shall comply with the self-regulatory rules of their respective professional associations and the following:
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(1) Before accepting a case, carefully evaluate their professional capability, practical experience, and independence.
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(2) When executing a case, properly plan and perform procedures to form conclusions and issue reports, and record procedures, collected data, and conclusions in working papers.
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(3) Evaluate the appropriateness and reasonableness of data sources, parameters, and information used.
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(4) Include statements regarding professional competence, independence, appropriateness of information, and compliance with laws.
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Article 5-1 Investment Scope and Limits: The limits for the Company and its subsidiaries in acquiring non-operating real estate, right-of-use assets, or securities are as follows: 1.Non-operating real estate or right-of-use assets shall not exceed 20% of the net worth of each company.
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2.Total securities investment shall not exceed 100% of the net worth.
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3.Investment in any single security (except subsidiaries) shall not exceed 60% of net worth.
Chapter II Processing Procedures
Section 1 Establishment of Procedures
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Article 6: These Procedures shall, after approval by more than one-half of all members of the Audit Committee and passage by the Board of Directors, be submitted to the shareholders’ meeting for approval; the same shall apply to any amendments.
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If the preceding paragraph is not approved by more than one-half of all members of the Audit Committee, it may be implemented upon approval by more than two-thirds of all
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directors, and the resolution of the Audit Committee shall be recorded in the minutes of the Board of Directors meeting.
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The term “all members of the Audit Committee” in Paragraph 1 and “all directors” in Paragraph 2 shall be calculated based on those actually in office.
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Article 7: Where the Company acquires or disposes of assets and such action is required, in accordance with the established procedures or other laws, to be discussed and approved by the Board of Directors, full consideration shall be given to the opinions of the independent directors, and any objections or reservations expressed by independent directors shall be recorded in the minutes of the Board meeting.
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When asset acquisition or disposal transactions are submitted to the Board of Directors for discussion in accordance with the preceding paragraph, full consideration shall be given to the opinions of the independent directors, and any objections or reservations expressed by independent directors shall be recorded in the minutes of the Board meeting.
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Major asset or derivative transactions shall be approved by more than one-half of all members of the Audit Committee and submitted to the Board of Directors for resolution, and Article 6, Paragraphs 2 and 3 shall apply mutatis mutandis.
Section 2 Acquisition or Disposal of Assets
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Article 8: Where the Company acquires or disposes of real estate, equipment, or right-of-use assets, except for transactions with domestic government agencies, self-construction on own land, construction on leased land, or acquisition or disposal of machinery and equipment for business use or their right-of-use assets, and where the transaction amount reaches 20% of the Company’s paid-in capital or NT$300 million or more, an appraisal report issued by a professional appraiser shall be obtained prior to the date of occurrence, and the following provisions shall be complied with:
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1.Where, due to special reasons, a limited price, specific price, or special price is used as a reference basis for the transaction price, such transaction shall first be submitted to the Board of Directors for approval; the same shall apply if there are subsequent changes in transaction conditions.
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2.Where the transaction amount reaches NT$1 billion or more, appraisals shall be conducted by two or more professional appraisers.
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3.Where the appraisal results of professional appraisers meet any of the following circumstances, except where the appraisal results for acquisition are all higher than the transaction amount, or the appraisal results for disposal are all lower than the transaction amount, a certified public accountant shall be engaged to provide specific opinions on the reasons for the differences and the appropriateness of the transaction price:
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(1) The difference between the appraisal result and the transaction amount reaches 20% or more of the transaction amount.
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(2) The difference between the appraisal results of two or more professional appraisers reaches 10% or more of the transaction amount.
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4.The date of the appraisal report issued by the professional appraiser shall not exceed three months from the date of contract formation. However, if it applies to the same period’s announced current value and does not exceed six months, the original professional appraiser may issue an opinion letter.
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Article 9: Where the Company acquires or disposes of securities, it shall obtain, prior to the date of occurrence, the most recent financial statements of the target company audited and certified or reviewed by a certified public accountant as a reference for evaluating the transaction price.
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In addition, where the transaction amount reaches 20% of the Company’s paid-in capital or NT$300 million or more, a certified public accountant shall be engaged prior to the date of occurrence to express an opinion on the reasonableness of the transaction price. However, this shall not apply where the securities have publicly quoted prices in an active market or where otherwise provided by the Financial Supervisory Commission (hereinafter referred to as the “FSC”).
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Article 10: Where the Company acquires or disposes of membership certificates or intangible assets or their right-of-use assets and the transaction amount reaches 20% of the Company’s paid-in capital or NT$300 million or more, except for transactions with domestic government agencies, a certified public accountant shall be engaged prior to the date of occurrence to express an opinion on the reasonableness of the transaction price.
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Article 11: The calculation of the transaction amounts in the preceding three Articles shall be handled in accordance with Article 35, Paragraph 2, and the term “within one year” refers to one year retroactively calculated from the date of occurrence of the current transaction; those portions for which an appraisal report issued by a professional appraiser or an opinion by a certified public accountant has already been obtained in accordance with these Procedures need not be included again.
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Article 12: Where the Company acquires or disposes of assets through court auction procedures, documents issued by the court may be used as a substitute for appraisal reports or certified public accountant opinions.
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Article 13: The responsible units and authorization scope for the Company’s acquisition or disposal of assets are as follows:
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1.Long-term securities investments: General Manager’s Office / Finance Department.
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2.Short-term securities investments: Finance Department.
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3.Real estate: General Manager’s Office and relevant responsible units.
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4.Right-of-use assets: General Manager’s Office / Finance Department.
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5.Other fixed assets: user departments and relevant responsible units.
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6.Membership certificates and other intangible assets: General Manager’s Office, Finance Department, and relevant responsible units.
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7.Derivative products: Finance Department.
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8.Mergers, demergers, acquisitions, or share transfers: General Manager’s Office, Finance Department, and relevant responsible units.
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9.Authorization scope: as detailed in the Company’s approval authority matrix.
Section 3 Related Party Transactions
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Article 14: Where the Company acquires or disposes of assets with related parties, in addition to complying with the procedures in the preceding Section and this Section regarding relevant resolution procedures and evaluation of transaction conditions, if the transaction amount reaches 10% or more of the Company’s total assets, an appraisal report issued by a professional appraiser or an opinion by a certified public accountant shall also be obtained in accordance with the preceding Section.
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The calculation of the transaction amount in the preceding paragraph shall be handled in accordance with Article 11.
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When determining whether a transaction counterparty is a related party, in addition to considering its legal form, substantive relationships shall also be taken into account.
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Article 15: Where the Company acquires or disposes of real estate or its right-of-use assets from or to a related party, or acquires or disposes of assets other than real estate or its right-of-use assets with a related party, 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 trading domestic government bonds, bonds with repurchase or resale conditions, or
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subscription or redemption of domestic money market funds issued by securities investment trust enterprises, the following information shall be submitted to the Audit Committee and the Board of Directors for approval before entering into the transaction contract and making payment:
1.The purpose, necessity, and expected benefits of acquiring or disposing of the asset.
2.The reason for selecting the related party as the transaction counterparty.
3.For acquiring real estate or its right-of-use assets from a related party, relevant information for evaluating the reasonableness of the planned transaction conditions in accordance with Articles 16 and 17.
4.The date and price at which the related party originally acquired the asset, the transaction counterparty, and its relationship with the Company and the related party.
5.A monthly cash inflow and outflow forecast table for the coming year starting from the expected contract month, and an evaluation of the necessity of the transaction and the reasonableness of fund utilization.
6.An appraisal report issued by a professional appraiser or an opinion by a certified public accountant obtained in accordance with the preceding Article.
7.Restrictive covenants and other important agreed matters of this transaction. Where the Company and its subsidiaries, or subsidiaries in which it directly or indirectly holds 100% of the issued shares or total capital, engage in the following transactions with each other, the Board of Directors may authorize the Chairman to make decisions within a certain limit first, and subsequently submit them to the most recent Board meeting for ratification:
1.Acquisition or disposal of equipment or its right-of-use assets for business use.
2.Acquisition or disposal of real estate right-of-use assets for business use.
When such matters are submitted to the Board of Directors for discussion in accordance with the preceding paragraph, full consideration shall be given to the opinions of independent directors, and any objections or reservations shall be recorded in the minutes of the Board meeting.
The Audit Committee shall apply Article 6, Paragraphs 2 and 3 mutatis mutandis.
Where the Company or a subsidiary that is not a domestic public company has a transaction described in Paragraph 1 and the transaction amount reaches 10% or more of the Company’s total assets, the Company shall submit the information listed in Paragraph 1 to the shareholders’ meeting for approval before entering into the contract and making payment. However, transactions between the Company and its subsidiaries, or between subsidiaries, are not subject to this requirement.
The calculation of transaction amounts in Paragraph 1 and the preceding paragraph shall be handled in accordance with Article 35, Paragraph 2, and the term “within one year” refers to one year retroactively calculated from the date of occurrence of the current transaction; portions already approved by the shareholders’ meeting or Board of Directors in accordance with these Procedures need not be included again.
- Article 16: Where the Company acquires real estate or its right-of-use assets from a related party, it shall evaluate the reasonableness of the transaction cost in accordance with the following methods:
1.The transaction price of the related party plus necessary funding interest and costs that should be borne by the buyer in accordance with law. The necessary funding interest cost shall be calculated based on the weighted average interest rate of the Company’s borrowings in the year of acquiring the asset, provided that it shall not exceed the maximum borrowing interest rate for non-financial industries announced by the Ministry of Finance.
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2.If the related party has mortgaged the subject matter to a financial institution, the total loan appraisal value by the financial institution shall be used, provided that the actual cumulative loan amount shall reach 70% or more of the appraisal value and the loan period has exceeded one year. However, this shall not apply where the financial institution and one of the transaction parties are related parties.
Where land and buildings of the same subject are purchased or leased together, the transaction cost may be evaluated separately for land and buildings using any of the methods listed in the preceding paragraph.
Where the Company acquires real estate or its right-of-use assets from a related party, it shall evaluate the cost in accordance with Paragraphs 1 and 2 and shall engage a certified public accountant to review and express specific opinions.
Where the Company acquires real estate or its right-of-use assets from a related party under any of the following circumstances, Article 15 shall apply, and the preceding three paragraphs shall not apply:
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1.The related party acquired the real estate or right-of-use asset through inheritance or gift.
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2.The related party acquired the real estate or right-of-use asset more than five years prior to the date of this transaction.
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3.The Company signs a joint construction contract with the related party, or commissions the related party to construct real estate through self-owned land construction or leased land construction.
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4.Transactions between the Company and its subsidiaries, or subsidiaries in which it directly or indirectly holds 100% of the issued shares or total capital, involving acquisition of real estate right-of-use assets for business use.
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Article 17: When the evaluation results conducted by the Company in accordance with Paragraph 1 and Paragraph 2 of the preceding Article are both lower than the transaction price, the Company shall proceed in accordance with Article 18. However, this shall not apply if, under the following circumstances, objective evidence is provided and specific reasonable opinions are obtained from a real estate professional appraiser and a certified public accountant:
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Where the related party acquires raw land or leases land for subsequent construction, and the Company is able to prove compliance with one of the following conditions:
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(1) The raw land is appraised in accordance with the method prescribed in the preceding Article, and the building is calculated based on the related party’s construction cost plus reasonable construction profit, and the total amount exceeds the actual transaction price. The “reasonable construction profit” shall be based on the lower of (i) the average gross profit margin of the related party’s construction division over the most recent three years, or (ii) the most recent gross profit margin of the construction industry published by the Ministry of Finance.
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(2) Comparable cases involving other floors of the same property or other non-related-party transactions within neighboring areas within one year, where the area is similar, and the transaction terms, after adjustment for reasonable floor differences or regional price differences in accordance with real estate transaction or leasing practices, are deemed comparable.
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Where the Company can demonstrate that the terms of the real estate purchased from a related party or the real estate use right obtained through leasing are comparable to non-related-party transaction cases in neighboring areas within one year and are of similar size.
For purposes of the preceding paragraph, “neighboring area transaction cases” shall
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generally refer to those located in the same or adjacent blocks and within a radius of no more than 500 meters from the subject property, or those with similar announced land values. “Similar size” shall generally mean that the area of the non-related-party transaction case is not less than 50% of the area of the subject property. “Within one year” shall be calculated based on the date of occurrence of the current acquisition of real estate or its use right, retrospectively within one year.
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Article 18: Where the Company acquires real estate or its right-of-use assets from a related party and the evaluation results under Article 16 and Article 17 are both lower than the transaction price, the following shall be undertaken:
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The difference between the transaction price of the real estate or its right-of-use asset and the evaluated cost shall be appropriated as a special reserve in accordance with Article 41, Paragraph 1 of the Securities and Exchange Act, and shall not be distributed or capitalized for share distribution. If the investment in the Company is accounted for under the equity method and the investor is a publicly listed company, it shall also appropriate a special reserve based on its shareholding ratio in accordance with Article 41, Paragraph 1 of the Securities and Exchange Act.
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The independent directors of the Audit Committee shall act in accordance with Article 218 of the Company Act.
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The handling of Items 1 and 2 above shall be reported to the shareholders’ meeting, and detailed transaction information shall be disclosed in the annual report and prospectus.
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Where the Company has appropriated a special reserve in accordance with the preceding paragraph, such reserve may only be used after the assets purchased or leased at a premium have recognized impairment losses, or have been disposed of, or the lease has been terminated, or appropriate compensation or restoration has been made, or other evidence confirms that there is no unreasonable circumstance, and with the approval of the Financial Supervisory Commission.
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If there is other evidence indicating that the transaction with the related party is not conducted under normal business conditions, the Company shall also comply with the provisions of the preceding two paragraphs.
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Section 4: Engaging in Derivatives Transactions
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Article 19: Procedures for acquiring or disposing of derivatives: The derivatives transactions engaged in by the Company refer to forward contracts, option contracts, futures contracts, margin leverage contracts, swap contracts, combinations of the above contracts, or structured products or composite contracts embedded with derivatives, whose value is derived from specific interest rates, financial instrument prices, commodity prices, exchange rates, price or rate indices, credit ratings or credit indices, or other variables.
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The term “forward contract” does not include insurance contracts, performance contracts, after-sales service contracts, long-term lease contracts, or long-term purchase/sale contracts.
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Article 20: Derivatives transactions classification and purpose: Derivatives transactions are classified into hedging transactions and non-hedging (i.e., trading) transactions. The strategy shall primarily focus on hedging purposes. Transaction instruments shall mainly be selected to hedge risks arising from the Company’s business operations. The currency held must match the foreign currency requirements of the Company’s actual import and export transactions. In principle, the Company shall internally offset its overall positions to reduce foreign exchange risk and save hedging costs.
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If, due to changes in objective circumstances, the Company enters into derivatives
55
transactions for non-hedging purposes at an appropriate timing, such transactions are intended to increase non-operating income or reduce non-operating losses.
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Article 21: Performance evaluation of derivatives transaction:
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1.The Company shall periodically evaluate whether the performance of hedging instruments and hedging positions complies with established business strategies and whether the risks undertaken remain within the Company’s acceptable risk tolerance.
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2.The evaluation report shall specifically state whether the total outstanding contract amount exceeds prescribed limits, the profit or loss status, month-end net position profit or loss, and the overall foreign exchange gain/loss situation of the Company. If any abnormal conditions are identified, necessary measures shall be taken and reported to senior management authorized by the Board of Directors.
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Article 22: Determination of total contract limits and loss limits
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1.Hedging transaction limits:
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The Finance Department shall manage the Company’s overall net position to hedge risks. The hedging transaction amount shall not exceed the net foreign exchange position arising from sales and purchase orders within seven months. However, if derivatives transactions are conducted for arbitrage-based offsetting of assets and liabilities that have no actual impact after offsetting, such positions shall not be included in the net position calculation.
After positions are established, stop-loss points shall be set to prevent excessive losses.
| item | Loss as apercentage of the transaction contract amount |
|---|---|
| Maximum amount of total contract losses | 25% of the total contract value |
| Maximum amount of loss for individual contracts | 20% of the total contract value |
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2.Non-hedging transaction limits:
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The outstanding (unsettled) exposure shall not exceed 100% of the Company’s latest financial statement net worth.
After positions are established, stop-loss points shall be set to prevent excessive losses.
| item | Loss as apercentage of the transaction contract amount |
|---|---|
| Maximum amount of total contract losses | 25% of the total contract value |
| Maximum amount of loss for individual contracts | 20% of the total contract value |
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Article 23: Risk management measures
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1.Credit risk management:
-
Due to market fluctuations caused by various factors that may increase operational risk of derivatives, credit risk management shall follow the principles below:
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(1) Counterparties shall primarily be well-known domestic or international financial institutions.
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(2) Trading instruments shall be limited to those provided by such well-known financial institutions.
-
2.Market risk management:
The Company shall primarily use publicly available foreign exchange markets provided by banks and shall not consider futures markets for the time being.
3.Liquidity risk management:
To ensure market liquidity, financial instruments selected shall have high liquidity (i.e., can be offset in the market at any time). Financial institutions handling transactions must have sufficient information and the capability to trade in any market at any time.
- 4.Cash flow risk management:
To ensure stable working capital, the funding source for hedging derivatives
56
transactions shall be limited to the Company’s own funds.
5.Operational risk management:
(1) All transactions must comply with authorization limits, operational procedures, and internal audit controls to avoid operational risks.
(2) Hedging derivatives transactions shall be handled by the Finance Department; however, trading, confirmation, and settlement personnel shall not concurrently serve in other roles.
(3) Risk measurement, monitoring, and control personnel shall be in departments separate from the above personnel and shall report to the Board of Directors or senior management not involved in trading or position decision-making.
(4) Positions shall be evaluated at least twice per month; non-hedging positions shall be evaluated at least once per week. Evaluation reports shall be submitted to senior management authorized by the Board.
6.Product risk management:
Internal trading personnel must possess complete and accurate professional knowledge of financial instruments, and banks must fully disclose risks to prevent misuse of financial products.
7.Legal risk management:
All documents signed with financial institutions must be reviewed by foreign exchange specialists and legal or legal counsel before formal execution to avoid legal risks.
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Article 24: The Board of Directors shall authorize senior management to regularly supervise and evaluate whether derivatives transactions are conducted in accordance with the Company’s established procedures and whether the risks undertaken remain within permissible limits.
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If market valuation reports show abnormal conditions (such as positions exceeding loss limits), the matter shall be immediately reported to the Board of Directors and corresponding measures shall be taken.
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Article 25: The Board of Directors shall supervise and manage derivatives transactions based on the following principles:
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1.The Board shall designate senior management to continuously monitor and control derivatives transaction risks.
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2.The Board shall periodically evaluate whether derivatives transaction performance aligns with business strategy and whether risks remain within acceptable limits. Senior management authorized by the Board shall manage derivatives transactions according to the following principles:
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1.Periodically evaluate whether current risk management measures are appropriate and ensure compliance with the Company’s procedures.
-
2.Monitor trading and profit/loss conditions. If any abnormal situation is identified, necessary actions shall be taken and the Board shall be immediately informed. If independent directors have opinions, they shall be recorded and addressed.
The Company shall report derivatives trading profit and loss to the Board of Directors.
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Article 26: When engaging in derivatives transactions, the Company shall establish a memorandum register, recording in detail the types, amounts, Board approval dates, and matters requiring careful evaluation under Article 23 Paragraph 5 Subparagraph 4, Article 25 Paragraph 1 Subparagraph 2, and Article 25 Paragraph 2 Subparagraph 1.
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Internal auditors shall periodically review the adequacy of internal controls related to derivatives transactions and conduct monthly audits of compliance with procedures by the trading department. Audit reports shall be prepared, and if major violations are found, all members of the Audit Committee shall be notified in writing.
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Section V: Corporate Mergers, Demergers, Acquisitions, and Share Transfers
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Article 27: When the Company undertakes a merger, demerger, acquisition, or share transfer, it shall, prior to the board resolution meeting, engage a certified public accountant, attorney, or securities underwriter to issue an opinion on the fairness of the share exchange ratio, acquisition price, or cash or other assets distributed to shareholders. Such opinion shall be submitted to the board of directors for discussion and approval. However, in the case of a merger between the Company and a subsidiary in which the Company directly or indirectly holds 100% of the issued shares or total capital, or between subsidiaries in which the Company directly or indirectly holds 100% of the issued shares or total capital, a fairness opinion from an expert may be exempted.
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Article 28: A company participating in a merger, demerger, or acquisition shall prepare a public disclosure document containing important terms and relevant matters of the merger, demerger, or acquisition before the shareholders’ meeting. This document, together with the expert opinion referred to in the preceding article and the notice of the shareholders’ meeting, shall be delivered to shareholders as a reference for voting on the proposal. However, this does not apply where other laws allow exemption from convening a shareholders’ meeting to resolve such matters. If any participating company is unable to convene or pass a resolution at its shareholders’ meeting due to insufficient attendance, voting rights, legal restrictions, or if the proposal is rejected, the participating companies shall immediately disclose the reasons, subsequent handling measures, and the expected date of the next shareholders’ meeting.
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Article 29: Unless otherwise provided by law or with prior approval from the Financial Supervisory Commission (FSC) due to special circumstances, participating companies shall hold their board meetings and shareholders’ meetings on the same day to resolve matters relating to the merger, demerger, or acquisition.
-
For share transfers, unless otherwise required by law or approved in advance by the FSC due to special circumstances, participating companies shall hold board meetings on the same day.
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Listed companies or companies traded on securities firm business premises shall maintain complete written records of the following for five years for inspection:
-
1.Basic personnel information: including all persons involved in or executing the merger, demerger, acquisition, or share transfer plan before public disclosure, their titles, names, and identification numbers (passport numbers for foreigners).
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2.Key dates: including signing of intent letters or memorandums, appointment of financial or legal advisors, contract signing, and board meetings.
-
3.Key documents and minutes: including plans, letters of intent or memorandums, major contracts, and board meeting minutes.
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Within two days from the date of board approval, such companies shall report the information specified in items 1 and 2 to the FSC via an online reporting system in the prescribed format for recordation. If any participating company is not a listed company or not traded on securities firm business premises, the listed company or traded company shall enter into an agreement with it and comply with the above requirements.
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Article 30: All persons participating in or aware of a merger, demerger, acquisition, or share transfer plan shall sign a written confidentiality agreement. Before the information is publicly disclosed, they shall not disclose the content of the plan to any third party, nor shall they trade, in their own name or through others, any shares or securities with equity characteristics of the companies involved.
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Article 31: In a merger, demerger, acquisition, or share transfer, the share exchange ratio or acquisition price shall not be arbitrarily changed except under the following
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circumstances, and such conditions allowing changes shall be specified in the contract: 1.Issuance of securities with equity characteristics, such as capital increase in cash, convertible corporate bonds, stock dividends, bonds with warrants, preferred shares with warrants, stock warrants, etc. 2.Disposal of major assets affecting the company’s financial or business operations. 3.Occurrence of significant disasters or major technological changes affecting shareholder rights or securities prices. 4.Adjustment due to repurchase of treasury shares by any participating company. 5.Changes in the number or identity of participating entities. 6.Other conditions stipulated in the contract and properly disclosed to the public.
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Article 32: The contract for a merger, demerger, acquisition, or share transfer shall specify the rights and obligations of participating companies and include the following: 1.Handling of breach of contract.
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2.Principles for handling issued equity-linked securities or treasury shares of companies that are dissolved or spun off.
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3.The number of treasury shares that may be legally repurchased after the share exchange ratio reference date and their handling principles.
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4.Procedures for changes in participating entities or number of parties.
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5.Expected implementation schedule and completion timeline.
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6.Procedures for calling shareholders’ meetings if the plan is not completed within the scheduled period.
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Article 33: After public disclosure of information, if any participating company intends to engage in another merger, demerger, acquisition, or share transfer with other companies, then unless the number of participating companies is reduced and the shareholders’ meeting has already resolved and authorized the board of directors to make changes, all completed procedures or legal acts under the original plan must be re-executed by all participating companies.
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Article 34: If any participating company is a non-public company, the Company shall enter into an agreement with it and comply with Articles 29, 30, and 33 accordingly.
Chapter III: Information Disclosure
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Article 35: Where the Company acquires or disposes of assets under any of the following circumstances, it shall announce and report the relevant information on the website designated by the Financial Supervisory Commission (FSC) within two days from the date of occurrence, in accordance with the prescribed format and depending on the nature of the transaction:
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1.Acquisition or disposal of real estate or its right-of-use assets from a related party, or transactions involving assets other than real estate or its right-of-use assets with a related party where the transaction amount reaches 20% of the Company’s paid-in capital, 10% of total assets, or NT$300 million or more. However, this does not apply to the purchase or sale of domestic government bonds, bonds with repurchase or resale agreements, or subscription/redemption of money market funds issued by domestic securities investment trust enterprises.
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2.Mergers, demergers, acquisitions, or share transfers.
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3.Derivative transactions where losses reach the maximum loss limit specified in the Company’s procedures, either for all contracts or individual contracts.
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4.Acquisition or disposal of equipment or its right-of-use assets for business use, where the counterparty is not a related party and the transaction amount meets one of the following thresholds:
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(1) For publicly listed companies with paid-in capital below NT$10 billion, transactions of NT$500 million or more.
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(2) For companies with paid-in capital of NT$10 billion or more, transactions of NT$1 billion or more.
5.For construction businesses, acquisition or disposal of real estate or its right-of-use assets for construction use where the counterparty is not a related party and the transaction amount is NT$500 million or more; for companies with paid-in capital of NT$10 billion or more, disposal of completed development projects to non-related parties with transaction amounts of NT$1 billion or more.
6.Acquisition of real estate through self-construction, joint construction on owned or leased land, profit-sharing construction, or cooperative development methods where the counterparty is not a related party and the planned investment exceeds NT$500 million. 7.Other asset transactions, financial institution disposal of receivables, or Mainland China investments not covered in the above items, where the transaction amount reaches 20% of paid-in capital or NT$300 million or more. However, the following are excluded:
(1) Purchase or sale of domestic government bonds or foreign government bonds with credit ratings not lower than Taiwan’s sovereign rating.
(2) For professional investment entities, securities trading on exchanges or OTC markets, subscription of foreign corporate bonds or primary market bonds without equity features (excluding subordinated bonds), subscription or redemption of mutual funds or futures funds, subscription or sale of exchange-traded notes, or underwriting-related purchases.
(3) Transactions involving repurchase or resale agreements or money market fund transactions.
The transaction amount is calculated as follows:
1.Each individual transaction amount.
2.Cumulative transactions with the same counterparty within one year for the same type of asset.
3.Cumulative transactions within one year for the same development project (real estate or its right-of-use assets).
4.Cumulative transactions within one year for the same securities.
The “one-year period” refers to the year preceding the transaction date; previously reported transactions need not be recalculated.
The Company shall report monthly the status of derivative transactions of itself and its non-domestic publicly listed subsidiaries by the 10th day of each month to the FSC-designated information system.
If there are errors or omissions in announced information, corrections shall be made and re-announced within two days from the date of discovery.
All relevant contracts, minutes, record books, appraisal reports, and opinions from accountants, lawyers, or underwriters shall be retained by the Company for at least five years unless otherwise required by law.
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Article 36: After the Company has announced and reported a transaction under the preceding article, if any of the following occurs, it shall announce and report the relevant information on the FSC-designated website within two days:
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1.Modification, termination, or cancellation of the original contract.
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2.Failure to complete mergers, demergers, acquisitions, or share transfers according to the planned schedule.
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3.Changes to previously disclosed information.
Chapter IV: Supplementary Provisions
Article 37: Subsidiaries of the Company shall comply with the following:
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1.Subsidiaries shall also establish procedures for acquiring or disposing of assets in accordance with the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies,” and submit them to the subsidiary’s board of directors and shareholders’ meeting for approval and amendments.
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2.Subsidiaries shall follow the Company’s procedures when acquiring or disposing of assets.
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3.If a non-public subsidiary meets the announcement thresholds, the parent company shall make announcements on its behalf.
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4.The thresholds for subsidiaries shall be based on the parent (Company’s) paid-in capital.
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Article 38: Relevant personnel of the Company shall comply with these procedures when handling asset acquisition or disposal to prevent operational losses caused by improper conduct. Violations of laws or these procedures shall be handled in accordance with the Company’s personnel regulations.
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Article 39: These procedures were approved by the Board of Directors on May 22, 2014, and adopted by the shareholders’ meeting on June 27, 2014.
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Revisions were approved by the Board and shareholders on:
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September 2, 2015 and February 2, 2016 (board), June 27, 2016 (shareholders) March 23, 2017 (board), June 13, 2017 (shareholders)
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February 25, 2019 (board), June 14, 2019 (shareholders) February 25, 2022 (board), May 26, 2022 (shareholders)
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Appendix 3 Director Election Method
Anji Technology Co., Ltd.
Director Election Method
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Article 1: For the purpose of fair, impartial, and open election of directors, this procedure is formulated in accordance with Articles 21 and 41 of the "Code of Practice for Governance of Listed OTC Companies".
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Article 2: The election and appointment of directors of the company shall be handled in accordance with this procedure, unless otherwise stipulated by applicable laws or the articles of association.
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Article 3: The overall configuration of the board of directors shall be considered in the election of directors of the company. Diversity should be considered in the composition of the board of directors, and an appropriate diversification policy should be drawn up based on its own operations, business model and development needs, which should include but not limited to the following two major aspects:
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Basic conditions and values: gender, age, nationality and culture, etc.
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Professional knowledge and skills: professional background (such as law, accounting, industry, finance, marketing or technology), professional skills and industrial experience, etc.
Members of the board of directors should generally have the knowledge, skills and accomplishments necessary to perform their duties, and their overall abilities should be as follows:
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Operational judgment ability.
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Accounting and financial analysis skills.
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Management ability.
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Crisis handling ability.
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Industrial knowledge.
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the international market outlook.
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leadership.
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decision-making ability.
Directors shall have more than half of the seats, and shall not have spouses or relatives within the second degree of relatives.
The board of directors of the company shall consider adjusting the composition of the board of directors based on the results of performance evaluation.
- Article 4: The qualifications of independent directors of the company shall comply with Articles 2, 3, and 4 of the "Regulations for the Appointment of Independent Directors of Public Offering Companies and Matters to Be Followed".
The election of the company's independent directors adopts a candidate nomination system, which shall comply with the provisions of Articles 5, 6, 7, 8, and 9 of the "Regulations for the Appointment of Independent Directors of Public Offering Companies and Matters to Be Followed", and It should be handled in accordance with the provisions of Article 24 of the "Code of Practice for Governance of Listed OTC Companies".
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Article 5: The election of directors of the company shall be conducted through the procedures of the candidate nomination system stipulated in Article 192-1 of the Company Law. If there are less than 5 directors who are dismissed for any reason, the company shall elect by-election at the latest shareholders' meeting. However, if the vacancy of directors reaches one-third of the number of seats stipulated in the articles of association, the company shall hold a by-election at an extraordinary general meeting of shareholders within 60 days from the date of occurrence of the fact.
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The number of independent directors is insufficient in accordance with the proviso of Article 14-2 of the Securities Exchange Act, the relevant provisions of the Taiwan Stock Exchange Listing Review Guidelines, or Article 10 of the "Securities Review Guidelines for Trading Securities in Securities Firms' Business Places" by the OTC Securities Exchange Center of the Republic of China Subparagraphs of item 1 should not be listed on the specific identification criteria for OTC regulations” Article 8, shall be by-election at the latest shareholders’ meeting; when all independent directors are dismissed, a by-election of an extraordinary shareholders’ meeting shall be held within 60 days from the date of occurrence of the fact.
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Article 6: The election of the directors of the company shall adopt the accumulative voting system. Each share shall have the same voting rights as the number of directors to be elected. One person may be elected collectively, or a number of persons shall be allocated for election.
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Article 7: The board of directors shall prepare ballots equal to the number of directors to be elected, fill in the number of weights, and distribute them to the shareholders attending the shareholders meeting. The name of the electors may be replaced by the attendance card number printed on the ballots.
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Article 8: The directors of the company and the number of directors determined in accordance with the company's articles of association shall calculate the voting rights of independent directors and non-independent directors separately. If the number of voting rights is the same but exceeds the prescribed quota, those who have the same number of voting rights will draw lots to decide, and the chairman will draw lots for those who are not present.
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Article 9: Before the election begins, the chairman shall designate a number of vote scrutineers and counters who are shareholders to perform various relevant duties. The ballot boxes are prepared by the board of directors and inspected by the scrutineers in public before voting.
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Article 10: If the electee is a shareholder, the elector must fill in the electee's account name and shareholder account number in the electee column of the ballot; if he is not a shareholder, the elector's name and identity should be filled in Supporting document number. However, when the government or legal person shareholder is the electee, the name of the elector should be filled in the name of the government or legal person in the voter’s account column, and the name of the government or legal person and the name of its representative may also be filled in; if there are several representatives, The name of the representative should be added separately.
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Article 11: Ballots are invalid if one of the following conditions occurs:
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Not using ballots prepared by the board of directors.
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Putting blank ballots into the ballot box.
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The handwriting is illegible or has been altered.
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If the person to be elected is a shareholder, the account name and account number of the shareholder do not match the shareholder register; if the person to be elected is not a shareholder, the name and identification document number do not match after verification.
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In addition to filling in the account name (name) of the candidate or shareholder account number (identity document number) and the number of voting rights allocated, other words are inserted.
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The name of the electee filled in is the same as that of other shareholders, but the shareholder account number or identification document number is not filled in to be identifiable.
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Article 12: After the voting is completed, the ballots shall be counted on the spot, and the results of the counting of ballots shall be announced by the chairman on the spot, including the list of elected directors and their voting rights.
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The ballots for the elections mentioned in the preceding paragraph shall be sealed and signed by the scrutineers, and shall be kept in a safe place for at least one year. However, if a shareholder files a lawsuit in accordance with Article 189 of the Company Law, it shall be preserved until the lawsuit is concluded.
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Article 13: The elected directors shall be notified by the board of directors of the company.
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Article 14: This method will come into effect after being approved by the shareholders meeting, and the same will be done when it is amended.
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Article 15: These measures were approved by the board of directors on May 22, 2014 in the Republic of China, and passed by the shareholders' meeting on June 27, 2014. The first revision was approved by the board of directors on November 7, 2014, and approved by the shareholders' meeting on December 26, 2014.
The second revision was approved by the board of directors on March 10, 2015, and approved by the shareholders' meeting on June 18, 2015.
The third revision was approved by the board of directors on December 4, 2015, and approved by the shareholders' meeting on June 27, 2016.
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Appendix 4 Company Policy
Anji Technology Co., Ltd. Company Policy
Chapter I General Provisions
Article 1: The company was organized in accordance with the provisions of the Company Law and was named Anji Technology Co., Ltd.
Article 2: The business of the company is as follows:
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CB01990 Other Machinery Manufacturing
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CC01080 Electronics Components Manufacturing
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I501010 Product Designing
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F113990 Wholesale of Other Machinery and Tools
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G03010 Energy Technical Services
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F401010 International Trade
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D101060 self-usage power generation equipment utilizing renewable energy industry
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E601010 Electric Appliance Construction
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CC01990 Other Electrical Engineering and Electronic Machinery Equipment Manufacturing
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CC01101 Controlled Telecommunications Radio-Frequency Devices and Materials Manufacturing
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F401021 Other Export and Import
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901010 Ceramic and Ceramic Products Manufacturing
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CA02990 Other Metal Products Manufacturing
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CA01010 Surface Treatments
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CA02010 Powder Metallurgy
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CG01010 Jewelry and Precious Metals Products Manufacturing
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17.CQ01010 Mold and Die Manufacturing
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CD01060 Aircraft and Parts Manufacturing
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CF01011 Medical Devices Manufacturing
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A301030 Aquaculture
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F108031 Wholesale of Medical Devices
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F208031 Retail Sale of Medical Apparatus
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D101011 Electric Power Generation
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ZZ99999 All business items that are not
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prohibited or restricted by law, except those
that are subject to special approval.
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Article 3: The company has a head office in Tainan City, and if necessary, branches or other branches at home and abroad may be established by the resolution of the board of directors.
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Article 4: The company's announcement method shall be handled in accordance with Article 28 of the Company Law.
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Article 5: Due to business needs, the company may handle endorsement and guarantee matters in accordance with the company's operating procedures for endorsement and guarantee.
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Article 6: In order to achieve the goal of diversified operations, the total investment of the company's reinvestment in other companies may exceed 40% of the company's paid-in share capital.
Chapter II Capital Stock
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Article 7: The total capital of the company is rated at two hundred million New Taiwan dollars, divided into two hundred million shares, each with a par value of one ten dollars, and the board of directors is authorized to issue several times, some of which may be special shares. It is also possible to reserve two hundred and twenty-five million shares within the aforementioned total shares for the issuance of employee stock option certificates, and authorize the board of directors to issue one-off or install-on-time issuance.
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Article 7-1: The rights and obligations of the company's special shares and other important issuance conditions are as follows:
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Special dividends are capped at an annual rate of 8%. They are calculated at the issue price per share. The dividends can be paid in cash once a year. After the annual shareholders' meeting recognizes the financial report and the profit distribution proposal, the board of directors sets the base date for payment. Dividends that can be paid in a year. The payment of dividends in the year of issuance and recovery of the year is calculated based on the actual number of issuance days in the year, and the issuance date is defined as the capital increase base date for the issuance of this special share.
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The company has discretionary powers on the distribution of special stock dividends. If the company has no surplus or insufficient surplus in the company's annual final accounts to distribute special dividends or other necessary considerations, the shareholders' meeting may decide not to distribute special dividends. If the issued special shares are of non-cumulative type, its resolution will not distribute or distribute insufficient dividends, and will not accumulate and defer payment in subsequent years with surplus.
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In addition to receiving the dividends mentioned in the first paragraph of this paragraph, shareholders of special shares shall not participate in the distribution of ordinary shares with regard to surplus and capital reserve as cash and capitalization if the special shares issued are non-participating.
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Special shareholders’ distribution of the company’s remaining assets takes precedence over ordinary shareholders, and the order of compensation is the same as that of various shareholders of special shares issued by the company. They are all inferior to general creditors, but not more than the distribution is issued and circulating at the time. Out-of-bound special shares are limited to the amount calculated at the issue price.
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Special shareholders have no voting rights and voting rights at the shareholders meeting, but they may be elected as directors, and shareholders who are related to the rights and obligations of the special shareholders have voting rights.
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If the special shares issued by the company are convertible special shares, they shall not be converted within one year from the date of issuance. The board of directors is authorized to set the actual issuance conditions during the period of its conversion. Shareholders of the convertible special shares may apply to convert part or all of the special shares they hold according to the ratio of one special share to one ordinary share (the conversion ratio is 1:1) according to the issuance conditions. After the convertible special shares are converted into ordinary shares, their rights and obligations are the same as ordinary shares. The distribution of dividends during the conversion of special shares shall be calculated based on the ratio of the actual issuance days of the current year to the number of days in the whole year. However, those who are converted into ordinary shares before the ex-dividend (dividend) base date for dividend distribution in each year shall not participate in the distribution of special shares for the current year Dividends and dividends in subsequent years are
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- paid, but they may participate in the distribution of the surplus of common stocks and capital reserves in the current year.
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Special shares have no expiry date, and shareholders of special shares shall not require the company to take back the special shares held by them, but the company may set a take-back date. The receivable date shall not be earlier than the day after the issuance expires five years ago. According to the original actual issuance price and related issuance methods, all or part of the special shares shall be recovered by cash withdrawal, mandatory conversion of new shares issued or other methods permitted by laws and regulations. Special shares that have not been recovered shall continue the rights and obligations of the various issuance conditions in this article. If the company decides to pay dividends in the current year, the dividends that should be paid up to the date of recovery are calculated based on the actual number of days of issuance in the current year.
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The capital reserve of special shares issued at a premium shall not be capitalized except to make up for losses during the period of the issuance of the special shares.
The name, issuance date, specific issuance conditions and other related matters of the special shares are authorized to the board of directors to decide on the actual issuance, based on the conditions of the capital market and the wishes of investors, in accordance with the company's articles of association and relevant laws and regulations.
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Article 8: The company’s stocks are all registered, signed or stamped by the representative of the company’s directors, and issued after obtaining a visa according to law. After the company’s public offering, stocks may be issued without a physical entity, and other securities are the same, but they should be registered with the securities centralized custodial institution.
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Article 9: The rename and transfer of stocks shall be handled in accordance with Article 165 of the Company Law. The handling of the company's stock affairs shall be handled in accordance with the "Guidelines for the Handling of Share Affairs of Companies Publicly Issuing Shares" unless otherwise provided by laws and regulations.
Section III Shareholders’ Meeting
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Article 10: There are two types of shareholder meetings: regular meetings and temporary meetings. The regular meetings are held once a year. Within six months after the end of each fiscal year, the board of directors shall convene in accordance with the law, and the temporary meetings shall be convened in accordance with the law when necessary. The convocation and announcement of the company’s shareholders’ meeting shall be handled in accordance with Article 172 of the Company Law. The special shareholders' meeting may be convened in accordance with relevant laws and regulations when necessary. The company's shareholders' meeting may be held by video conference or other methods announced by the central competent authority. Relevant regulations on the conditions, operating procedures, and other matters to be complied with when adopting a video shareholder meeting shall be handled in accordance with the regulations of the competent authority.
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Article 11: When shareholders are unable to attend the shareholders’ meeting for some reason, they will be issued a proxy statement issued by the company stating the scope of authorization. According to Article 177 of the Company Law and the "Rules for the Use of Power of Attorney for Public Offering Companies to Attend Shareholders’ Meetings" announced by the competent authority the agent is present.
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Article 12: Unless otherwise stipulated by laws and regulations, the shareholders of the company have one voting right per share, except for restricted, non-voting special shares issued by the company or non-voting rights listed in Article 179, Paragraph 2 of the Company
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Law. The resolutions of the shareholders' meeting shall be attended by shareholders representing more than half of the total number of shares issued, unless otherwise provided by the Company Law, and shall be implemented with the approval of more than half of the voting rights of the shareholders present. After the company is listed (counter), in accordance with the regulations of the competent authority, shareholders of the company can also exercise their voting rights electronically. Shareholders who exercise their voting rights electronically are deemed to be present in person, and related matters are handled in accordance with laws and regulations.
- Article 13: The resolutions of the shareholders’ meeting shall be prepared and signed or stamped by the chairman of the shareholders’ meeting. The minutes shall be distributed to all shareholders within 20 days after the shareholders’ meeting. This is done electronically or by announcement.
Chapter IV Directors and the Audit Committee
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Article 14: The company has five to eleven directors. The election of directors adopts a candidate nomination system, which is selected by the shareholders’ meeting from the list of director candidates. The term of office is three years. Re-election is eligible for re-election. The qualifications, nomination method and other matters to be followed It is reported to be handled in accordance with the regulations of the competent authority. Among the number of directors in the preceding paragraph, independent directors shall not be less than two, and shall not be less than one-fifth of the number of directors.
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Article 14-1: The company establishes an audit committee in accordance with Article 14-4 of the Securities and Exchange Act. The audit committee is composed of all independent directors. The composition, functions and powers, rules of procedure and other compliance matters of the company’s audit committee are in accordance with the relevant regulations of the securities authority Go through.
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Article 15: The board of directors is organized by directors, and more than two-thirds of the directors are present and more than half of the directors present agree to elect a chairman from each other, and the chairman represents the company externally.
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Article 16: The convening of the board of directors shall specify the reason and notify the directors seven days in advance. However, in case of emergency, it may be convened at any time. The convening of the board of directors of the company shall be notified in writing, e-mail or fax.
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Article 17: When the chairman of the board asks for leave or is unable to exercise his powers for some reason, his agency shall be handled in accordance with Article 208 of the Company Law.
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Article 18: When a director is unable to attend the board of directors for some reason, he may, in accordance with Article 205 of the Company Law, entrust other directors to attend the board of directors as an agent, but each director shall be entrusted by one person only. When the board of directors meets, if a video conference is used, the directors who participate in the meeting by video shall be deemed to have attended the meeting in person.
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Article 19: When the directors of the company perform their duties in the company, regardless of the company’s operating profit or loss, the company may pay remuneration. The remuneration is based on their participation in the company’s operations and the value of their contribution to the company’s operations, and with reference to the level of the industry, authorized the board meeting to determine, and may be determined during the director’s term. Purchasing liability insurance for the scope of its business operations.
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Chapter V Managers
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Article 20: The company may appoint a manager, whose appointment, dismissal and remuneration
shall be handled in accordance with Article 29 of the Company Law.
Chapter VI Accounting
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Article 21: The company shall, at the end of each fiscal year, prepare (1) business reports, (2) financial statements, and (3) proposals for surplus distribution or loss recovery, etc., and submit them to the regular shareholders' meeting in accordance with the law to request recognition.
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Article 22: 1. If the company makes a profit during the year, it shall allocate no less than 1% as employee compensation, which shall be distributed in stock or cash by the resolution of the board of directors, and the distribution objects include employees of affiliated companies who meet certain conditions. The company is able to increase the amount of profit, and the board of directors resolves to allocate no more than 2% as directors' remuneration. Employee compensation and director compensation shall be reported to the shareholders meeting. However, when the company still has accumulated losses, it shall reserve the amount of compensation in advance, and then allocate employee remuneration and directors’ remuneration in proportion to the preceding paragraph.
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If there is a surplus in the company’s annual total final accounts, it shall first pay taxes to make up for previous losses. Ten percent of the second increase is the statutory surplus reserve, but not when the statutory surplus reserve has reached the company’s paid-in capital This limit; in addition, according to the company’s operating needs and laws and regulations, the special surplus reserve should be listed or converted. If there is a balance, the undistributed surplus at the beginning of the period may be added to the current year’s distributable surplus. The balance shall be in accordance with Article 7 of this Articles of Association. After the distribution of special stock dividends is stipulated, the board of directors shall draft a surplus distribution proposal. When this surplus is distributed by issuing new shares, it shall be submitted to the shareholders meeting for a resolution of distribution.
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Distribute all or part of dividends and bonuses or statutory surplus reserve and capital reserve, if cash is distributed, authorize the board of directors to attend with more than two-thirds of the directors, and after more than half of the attending directors agree, and report Shareholders meeting.
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The company’s dividend payment policy is based on the consideration of the company’s industrial environment and growth, in response to future funding needs and long-term financial planning, and meeting shareholders’ demand for cash inflows. The distribution ratio is determined based on the earnings status, overall development and financial planning of the year and other relevant factors. It can be distributed in the form of cash dividends or stock dividends, and implemented after being submitted to the shareholders meeting for approval. However, the total amount of dividends distributed to shareholders shall not be less than 10% of the net profit after tax for the current year after deducting the surplus reserve provided in accordance with the law, and the proportion of cash dividends shall not be less than% of the total amount of dividends for the current year ten.
Chapter VII Supplementary Provisions
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Article 23: Undecided matters in this Articles of Association shall be handled in accordance with the Company Law and relevant laws and regulations.
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Article 24: This charter was established on January 30, 2007. The first amendment was made on August 20, 2007. The second amendment was on February 19, 2008. The third amendment was on April 17, 2008.
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The fourth amendment was made on June 18, 2009. The fifth revision was on November 12, 2010. The sixth amendment was made on December 18, 2010. The seventh amendment was on November 8, 2012. The eighth amendment was on March 20, 2013. The ninth amendment was made on September 4, 2013. The tenth amendment was made on June 27, 2014. The eleventh amendment was made on December 26, 2014. The twelfth amendment was made on June 18, 2015. The thirteenth amendment was made on June 27, 2016. The fourteenth amendment took place on June 13, 2017. The fifteenth amendment took place on June 8, 2018. The sixteenth amendment took place on May 28, 2020. The seventeenth amendment took place on May 28, 2021. The eighteenth amendment took place on May 26, 2022.
Anji Technology Co., Ltd. Chairman: HUANG,KUO-TUNG
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Appendix 5 Shareholding of all directors
Anji Technology Co., Ltd. Shareholding of all directors
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The paid-in capital of the company is NT$1,237,871,960, and the number of issued shares is 123,787,196 shares.
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According to Article 26 of the Securities Exchange Law, the minimum number of shares that all directors should hold is as follows:
The number of shares that all directors should hold: 8,000,000 shares.
- The number of shares held by individual and all directors as recorded in the general meeting of shareholders as of the closing date of the shareholders' meeting (March 28 2026) has met the number standard stipulated in Article 26 of the Securities Exchange Law.
| Job Title | Name | Appointment date Number of shares held |
Appointment date Number of shares held |
|---|---|---|---|
| Chairman | HUANG,KUO-TUNG | 2023.5.30 | 1,172,615 |
| Director | Representative of CHINUP TECHNOLOGY CO., LTD.: SU,TSUNG-CHIN |
2023.5.30 | 17,082,813 |
| Director | Representative of SUNEDGE PV TECHNOLOGY CO., LTD. :CHENG, PO-WEN |
2023.5.30 | 20,399 |
| Director | Representative of HER CHANG TECHNOLOGY CO., LTD. :LIANG,MING-CHING |
2023.5.30 | 76,098 |
| Director | YANG, CHING-WEN | 2023.5.30 | 1,563,623 |
| Director | CHUANG, CHIA-PIN | 2023.5.30 | 0 |
| Independent Director |
HUANG, HSIAO-HSIN | 2023.5.30 | 0 |
| Independent Director |
CHENG, CHUN-JEN | 2023.5.30 | 0 |
| Independent Director |
CHEN, LING-HUI | 2023.5.30 | 0 |
| Total shares | 19,915,548 |
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