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ANSTEK — AGM Information 2026
Apr 22, 2026
52336_rns_2026-04-22_304a4789-c7a4-400b-aca1-72d433b85e50.pdf
AGM Information
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MACNICA
Stock Code: 3528
2026
Macnica Anstek Inc.
Regular Shareholder's Meeting Handbook
Meeting Format: Face-to-face Shareholder's meeting
May 27th, 2026
Meeting Location: 21F, No. 75, Sec. 1 Xintai 5th Rd., Xizhi Dist.
New Taipei City, Taiwan (Macnica Anstek Inc.)
Table of Contents
I. Meeting Procedures ... 1
II. Meeting Agenda ... 2
1. Reports ... 3
2. Adoption ... 4
3. Extraordinary motions ... 4
4. Adjournment ... 4
III. Attachment ... 5
1. Business report ... 6
2. Audit Committee’s review report ... 9
3. Auditors’ Review Report and Financial Statements ... 10
4. Earnings distribution table ... 19
5. Corporate Governance Best Practice Principles and the comparison of the current and amended provisions ... 20
IV. Appendices ... 44
1. Articles of Incorporation ... 45
2. Rules of Procedure for Shareholders Meetings ... 50
3. Shareholdings of directors ... 62
1
Macnica Anstek Inc.
Procedures of 2026 Regular Shareholders’ Meeting
- Call the meeting to order (report on the number of shares present)
- Chair speech
- Reports
- Adoption
- Extraordinary motions.
- Adjournment
Macnica Anstek Inc.
Agenda of 2026 Regular Shareholders’ Meeting
I. Meeting format: Face-to-face shareholders’ meeting
II. Time: 9:00 a.m., Wednesday, May 27, 2026
III. Location: 21F, No. 75, Section 1, Xintai 5th Road, Xizhi District, New Taipei City (Macnica Anstek)
IV. Report on the number of shares present and call the meeting to order
V. Chair speech
VI. Reports
(I) The Company’s 2025 Business Report
(II) Audit Committee’s Review Report on the 2025 final accounting reports
(III) Report on the distribution of profit-sharing remuneration for directors and profit-sharing remuneration for employees for 2025
(IV) Report on the distribution of cash dividends for 2025
(V) Amendment to the Company’s “Corporate Governance Best Practice Principles”.
VII. Adoption
(I) The Company’s 2025 business report and financial statements.
(II) The Company’s earnings distribution proposal for 2025.
VIII. Extraordinary motions:
IX. Adjournment
Reports:
No. 1 (Proposed by the Board of Directors)
Subject: The Company's 2025 business report is hereby presented for your review.
Description: Please refer to [Attachment 1] on page 6~8 of this Handbook for the Company's 2025 business report.
No. 2 (Proposed by the Board of Directors)
Subject: Audit Committee’s review report on the 2025 final accounting reports is hereby presented for your review.
Description: For Audit Committee’s review report, please refer to [Attachment 2] on page 9 of this Handbook.
No. 3 (Proposed by the Board of Directors)
Subject: The distribution of profit-sharing remuneration for directors and profit-sharing remuneration for employees for 2025 is hereby presented for your review.
Description:
1. In accordance with the Company's Articles of Incorporation, the Company shall distribute profit-sharing remuneration for directors in the amount of $4,367,000 and profit-sharing remuneration for employees in the amount of $25,114,000 for 2025, both in cash.
2. The remuneration to directors and employees were not different from the expenses recognized 2025.
No. 4 (Proposed by the Board of Directors)
Subject: The distribution of cash dividends for 2025 is hereby presented for your review.
Description:
1. The Company intends to distribute NTD 91,962,118, or NTD 1.38 per share, in cash from earnings in accordance with Article 24 in the Company’s Articles of Incorporation for 2025.
2. The distribution of cash dividends is based on the distribution ratio and calculated up to NTD 1. Any cash dividends less than NTD 1 are rounded off and recognized as other income by the company.
3. The Board of Directors has approved the proposal and authorized the chairperson to determine the ex-dividend date, payment date and other related matters.
4. In the event of any subsequent changes in dividend payout ratio due to a change in the number of outstanding common shares of the Company, the chairperson is authorized to deal with such changes with full authority.
No. 5 (Proposed by the Board of Directors)
Subject: Amendment to the Company’s “Corporate Governance Best Practice Principles” are hereby presented for your review.
Description: To accommodate the amendments to the Corporate Governance Evaluation, some provisions of the Company’s “Corporate Governance Best-Practice Principles” are amended. Please refer to the table of comparison of the amended provisions and the original Best-Practice Principles in pages 20–43 of this Handbook [Attachment 5].
4
Adoption:
No. 1 (Proposed by the Board of Directors)
Subject: The Company's 2025 business report and financial statements are hereby presented for your adoption.
Description:
1. The Company's 2025 business report and financial statements were submitted to the Audit Committee for review and the Audit Committee has issued a written review report on record.
2. Please refer to [Attachment 1] on pages 6~8 and [Attachment 3] on pages 10~18 of this Handbook for the foregoing business report and financial statements, and we hereby request for your adoption.
Resolution:
No. 2 (Proposed by the Board of Directors)
Subject: The Company's earnings distribution proposal for 2025 is hereby presented for your adoption.
Description: The Company's 2025 earnings distribution proposal was approved by the Audit Committee and Board of Directors on March 10, 2026. Please refer to [Attachment 4] on page 19 of this Handbook for the earnings distribution table. Please proceed to approve.
Resolution:
Extraordinary motions.
Adjournment
5
Attachment
Attachment 1
Macnica Anstek Inc. 2025 business report
I. Business results
(I) Implementation results of business plan
The Company's business results for 2025 are shown in the following table:
Unit: NT$ thousand; %
| Item\Year | 2025 | 2024 | Change percentage |
|---|---|---|---|
| Operating revenue | 8,959,308 | 5,291,435 | 69.32 |
| Operating gross profit | 998,821 | 686,560 | 45.48 |
| Net operating profit | 613,234 | 328,382 | 86.74 |
| Net profit after tax | 152,973 | 277,449 | (44.86) |
| Earnings per share (NT$) | 2.30 | 4.16 | (44.71) |
The Company's operating revenue for 2025 reached NT$8.96 billion, a significant increase of 69.32% from 2024. This was mainly driven by the growing popularity of AI server applications, increased demand for CoWoS advanced packaging, and a rebound in industrial control demand, which led to simultaneous growth in testing equipment, liquid cooling systems, and power management applications.
In the first half of 2024, the international financial market fluctuated more severely due to the impact of the US equivalent tariff policy and the uncertain global trade situation, driving changes in capital flow and causing the NTD to appreciate rapidly against the USD in the short term. The Company suffered a large exchange loss due to its foreign currency asset position, resulting in a decline in profits in 2025 compared to 2024.
The above impact was mainly caused by exchange rate fluctuations, not by a change in the Company's operational fundamentals. In response to the risk of exchange rate fluctuations, the Company has further reviewed its foreign exchange exposure position and strengthened its exchange rate risk management measures, including adjusting its foreign currency asset and liability structure, to reduce the impact of exchange rate fluctuations on its future financial performance.
(II) Budget implementation status
The Company did not disclose its financial forecast for 2025 while the actual business conditions did not differ materially from the Company's internal planning.
(III) Financial receipts and expenditures and profitability analysis.
- Financial receipts and expenditures
The increase in net cash outflow from operating activities in 2025 was mainly due to the expansion of operational scale and the increase in accounts receivable and inventory. For investment activities, net cash inflow decreased mainly due to adjustments to foreign currency asset positions to align with the foreign exchange risk management strategy, which resulted in relatively lower interest income. The decrease in net cash inflow from financing activities was due to higher cash dividend payments this year.
Unit: Thousands of NTD
| Item\Year | 2025 | 2024 |
|---|---|---|
| Net Profit before tax for the period | 188,905 | 342,103 |
| Net cash (used in) generated from operating activities | (1,526,162) | 376,437 |
| Cash flows from investing activities | 45,620 | 61,388 |
| Net cash generated from (used in) financing activities | 392,250 | 829,508 |
| Net increase (decrease) in cash and cash equivalents | (1,088,292) | 1,267,333 |
| Balance of cash and cash equivalents at the beginning of the year | 1,889,754 | 622,421 |
| Ending cash and cash equivalents | 801,462 | 1,889,754 |
2. Profitability analysis
The Company's operating revenue for 2025 grew significantly compared to 2024, indicating a continuous expansion of the overall operational scale. However, due to the overall economic environment and exchange rate fluctuations, the NTD appreciated significantly during the year, resulting in an exchange loss that affected profits. Therefore, profitability indicators were slightly lower compared to the same period last year.
Unit: %
| Item\Year | 2025 | 2024 |
|---|---|---|
| Return on assets | 2.76 | 4.95 |
| Return on shareholders' equity | 7.85 | 14.65 |
| Operating profit to paid-in capital ratio | 92.02 | 49.28 |
| Net profit before tax to paid-in capital ratio | 28.35 | 51.34 |
| Net profit margin | 1.71 | 5.24 |
| After-tax earnings per share (NTD) | 2.30 | 4.16 |
3. Research and development status
The Company's technical team specializes in new technology research, dedicated to providing comprehensive technical support services to assist customers in resolving various issues encountered during product development. Services include component selection recommendations, circuit design, system optimization, providing test versions, and technical troubleshooting.
Additionally, the team continuously develops new product lines to offer more complete and competitive product options, meeting customers' diverse needs.
II. Summary of the 2026 business plan
(I) Business policies
The Company's 2026 business policies are as follows:
- Continue to expand the product line and deepen cooperation with suppliers to create a competitive and complete product supply chain.
- Expand product application markets to more sectors, enhancing market coverage.
- Leverage group resources, cultivate customer relationships, expand customer base, and increase market influence.
- Strengthen talent development to lay the foundation for company growth.
(II) Estimated sales volume and its basis
The Company has not made public its financial forecast. The sales volume is estimated by referencing to the forecast of the market situation for 2026 by each supplier and the Company's assessment of customer demand, and based on the Company's expected achievement of the target, taking into account the overall industry and economic conditions, and adjusted according to the achievement status.
(III) Sales policy
The Company's sales policy focuses on industrial control customers and is divided into five main fields: analog logic, digital, audio and video transmission, defense and aerospace, and computer peripherals. In addition to optimizing existing product lines, the Company is actively developing new product lines to offer integrated services. Our goal is to provide one-stop shopping services to customers, increasing market share and profitability.
III. Impact of the external competitive environment, regulatory environment and overall business environment
As an agency business, the Company has seen original manufacturers constantly changing the agency landscape through M&A in recent years, requiring agencies to provide value-added services to remain competitive in the industry. The Company has been providing technical support to customers, developing markets, and creating demand for a long time. Additionally, it has formed an alliance with the Japanese Macnica Group. The external competition and the overall business environment have not had a significant impact on the Company, nor have any regulations had a significant impact on the Company.
IV. Future development strategy of the Company
In addition to continuously developing and actively pursuing product lines following manufacturer consolidations, the Company also fully utilizes Group resources to cultivate customer relationships and expand the customer base. Furthermore, we provide comprehensive and competitive solutions to cover a broader application market, constantly increasing market share while strengthening company brand recognition, thereby enhancing shareholder value and overall corporate competitiveness.
While pursuing stable operations and continuous growth, we are keenly aware that sustainable management is the Company's long-term goal. With the latest establishment of the Sustainability Management Department, the Company will gradually implement green operations and GHG reduction, and continue to create a high-quality workplace environment for the physical and mental health of employees. At the same time, we will also connect with group resources to continue to strengthen the Company's corporate operational structure and operational resilience from the system and practical aspects, and enhance its sustainability impact and competitiveness.
The Company closely integrates sustainability strategies with its daily core business operations, seeking to create positive environmental and social value while driving innovation within the industry.
Macnica Anstek Inc.
Chairman: Wu, Wei-Kuo
General Manager: Chen, Fa-Yung
Chief Accounting Officer: Li, Ching-Yi
Attachment 2
Macnica Anstek Inc.
Audit Committee’s review report
The Board of Directors has prepared and submitted the Company's 2025 business report, financial statements, and earnings distribution proposal. The financial statements have been audited by Ernst & Young Global Limited, which has issued an audit report.
The above-mentioned business report, financial statements, and earnings distribution proposal have been reviewed by the Audit Committee, with no nonconformities found. Therefore, a report has been prepared in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Law for your review.
Sincerely,
2026 Regular Shareholders’ Meeting of Macnica Anstek Inc.
Convener of the Audit Committee: Tan, Gin-Hwee
March 10, 2026
Attachment 3
Auditors' Review Report
The Board of Directors and Shareholders, Macnica Anstek Inc.
Audit opinion
We have audited the accompanying balance sheets of Macnica Anstek Inc. (hereinafter referred to as the "Company") as of December 31, 2025 and 2024 and the relevant statements of comprehensive income, changes in equity and cash flows for the years then ended, and relevant notes to the financial report, including a summary of significant accounting policies.
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We were engaged to conduct our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Critical Audit Matters
The "key audit matters" means that the independent auditor has based its evaluations on the professional judgment to audit the most important matters on the 2025 financial statements of Macnica Anstek Inc. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, we do not provide a separate opinion on these matters.
Allowance for losses on accounts receivable
On December 31, 2025, the amount of accounts receivable (including related parties) of Macnica Anstek Inc. was NT$2,952,003 thousand, and the net accounts receivable accounted for 32% of the total assets, which are material to the financial statements. Since the allowance for loss of accounts receivable was measured by the expected credit losses over the period of time, the measurement process must appropriately distinguish the accounts receivable, and
the relevant assumptions and uses of the analysis and measurement process, including the appropriate aging interval and the consideration of the loss rate of each aging interval. Since the measurement of expected credit loss involves judgment, analysis and estimation, and the measurement results affect the net accounts receivable, we have identified it as a key audit matter.
Our audit procedures include but are not limited to assessing and testing the effectiveness and implementation of the control design related to accounts receivable of Macnica Anstek Inc., including sampling and testing shipping orders to confirm the correctness of the accounts receivable aging intervals, testing of the reserve matrix, including assessing whether the determination of each group's aging intervals is reasonable, and calculating the loss rate related statistics information based on the rolling rate for each month during the year; considering the appropriateness of the forward-looking information to be included in the loss rate evaluation, and re-calculate the allowance for losses provided by management. In addition, we review the post-term payment of accounts receivable from customers with larger balances of accounts receivable at the end of the period. We also take into account the appropriateness of the disclosures of accounts receivable in Note 5 and Note 6 to the financial statements.
Inventory evaluation
The net inventory of Macnica Anstek Inc. as of December 31, 2025 was NT$5,090,788 thousand, accounting for 55% of the total assets, which is material to the financial statements. Since the inventory is measured at the lower of cost or net realizable value, the rapid update of semiconductor electronic parts and components and the short life cycle may lead to the risk of inventory decline and obsolescence. In addition, the allowance for inventory devaluation involves significant judgments by management, therefore we have identified it as a key audit matter.
Our audit procedures include but are not limited to assessing and testing the effectiveness of the design and implementation of the control related to the inventory of Macnica Anstek Inc., including on-site observation of the inventory, identifying individual inventory obsolescence and obsolete inventory; assessing and checking the accuracy of the net realizable value of the inventory; assessing and evaluating the appropriateness of the inventory obsolescence accounting policy; and sampling testing the accuracy of the inventory aging interval. To confirm that management's provision for inventory valuation and obsolescence loss is reasonable. We also take into account the suitability of inventory-related disclosures in Note 5 and Note 6 to the financial statements.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
11
In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to a going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including the Audit Committee) are responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether or not the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high-level assurance but is not a guarantee that an audit conducted in accordance with the auditing standards will always detect a material misstatement when it exists. The misstatements might be due to fraud or error. If an individual or a total amount misstated was reasonably expected to have an impact on the economic decision-making of users of the financial statements, the misstatement was deemed as material.
As part of an audit in accordance with the auditing standards, we exercised professional judgement and maintained professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatements of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- Obtain an understanding of internal controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.
- Conclude on the appropriateness of the management’s use of the going concern basis of accounting and, based on the audit evidence obtained, and whether or not a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
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- Evaluate the overall presentation, structure, and content of the financial statements, including the disclosure, and whether or not the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicated 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 identified during our audit.
We also provided those charged with governance with a statement that we have complied with the relevant ethical requirements regarding independence, and to communicate to them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
The independent auditor has used communication with the governing unit to determine the key audit matters to be performed on the 2025 financial statements of Macnica Anstek Inc.. We describe these matters in our auditors' report unless laws or regulations preclude 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.
Ernst & Young Global Limited
Competent authorities have approved the audit of the financial reports of public companies
Approval Document No.: (2014) Jin-Guan-Zheng-Shen-Zi No. 1030025503
(2022) Jin-Guan-Zheng-Shen-Zi No. 1110348358
Chang, Zheng-Dao
Accountant:
Yang, Hung-Bin
March 10, 2026
Macnica Anstek Inc.
Balance Sheet
January 1 to December 31, 2025 and 2024
Unit: Thousands of NTD
| Assets | December 31, 2025 | December 31, 2024 | ||||
|---|---|---|---|---|---|---|
| Code | Accounting titles | Note | Amount | % | Amount | % |
| Current assets | ||||||
| 1100 | Cash and cash equivalents | 4, 6.1 | $801,462 | 9 | $1,889,754 | 28 |
| 1150 | Notes receivable-net | 4, 6.4 | 13,266 | - | 8,050 | - |
| 1170 | Accounts receivable – net | 4, 6.5 | 2,940,133 | 32 | 1,308,549 | 19 |
| 1180 | Net accounts receivable – related parties | 4, 6.5, 7 | 11,870 | - | 55,517 | 1 |
| 1200 | Other receivables | 7 | 516 | - | 245,635 | 4 |
| 1220 | Current tax assets | 4 | - | - | 9,889 | - |
| 130x | Inventories | 4, 6.6 | 5,090,788 | 55 | 2,679,823 | 40 |
| 1410 | Pre-payments | 6.7, 7 | 141,014 | 2 | 361,494 | 5 |
| 11xx | Total current assets | 8,999,049 | 98 | 6,558,711 | 97 | |
| Non-current assets | ||||||
| 1517 | Financial assets measured at FVTOCI - non current | 4, 6.2 | 79,716 | 1 | 71,518 | 1 |
| 1535 | Financial assets measured at amortized cost - non current | 4, 6.3, 8 | - | - | 13,440 | - |
| 1600 | Property, plant and equipment | 4, 6.8 | 28,845 | - | 29,237 | 1 |
| 1755 | Right-of-use assets | 4, 6.9 | 20,608 | - | 10,159 | - |
| 1780 | Intangible assets | 4, 6.10 | 1,537 | - | 2,233 | - |
| 1840 | Deferred tax assets | 4, 6.22 | 37,311 | 1 | 51,130 | 1 |
| 1990 | Other non-current assets | 6.11 | 3,607 | - | 3,124 | - |
| 15xx | Total non-current assets | 171,624 | 2 | 180,841 | 3 | |
| 1xxx | Total assets | $9,170,673 | 100 | $6,739,552 | 100 |
(Refer to Note to the financial statements)
Chairman: Wu, Wei-Kuo
General Manager: Chen, Fa-Yung
Chief Accounting Officer: Li, Ching-Yi
Macnica Anstek Inc.
Balance Sheet (Continued)
January 1 to December 31, 2025 and 2024
Unit: Thousands of NTD
| Liabilities and equity | December 31, 2025 | December 31, 2024 | ||||
|---|---|---|---|---|---|---|
| Code | Accounting titles | Note | Amount | % | Amount | % |
| Current liabilities | ||||||
| 2100 | Short-term loans | 6.12 | $3,573,417 | 39 | $2,971,082 | 44 |
| 2130 | Contract liabilities - current | 4, 6.18 | 2,774 | - | 21,602 | - |
| 2170 | Accounts payable | 6.13, 7 | 3,510,894 | 38 | 1,592,303 | 24 |
| 2200 | Other payables | 6.14, 7 | 87,773 | 1 | 111,953 | 2 |
| 2230 | Current tax liabilities | 4 | 18,832 | 1 | 36,644 | 1 |
| 2280 | Lease liabilities - current | 4, 6.9 | 10,043 | - | 6,955 | - |
| 2300 | Other current liabilities | 3,278 | - | 4,738 | - | |
| 21xx | Total current liabilities | 7,207,011 | 79 | 4,745,277 | 71 | |
| Non-current liabilities | ||||||
| 2580 | Lease liabilities - non-current | 4, 6.9 | 10,731 | - | 3,258 | - |
| 2640 | Net defined benefit liabilities- non-current | 4, 6.15 | 23,073 | - | 22,632 | - |
| 25xx | Total non-current liabilities | 33,804 | - | 25,890 | - | |
| 2xxx | Total liabilities | 7,240,815 | 79 | 4,771,167 | 71 | |
| Equity | ||||||
| 3100 | Share capital | |||||
| 3110 | Common stock capital | 6.16 | 666,392 | 7 | 666,392 | 10 |
| 3200 | Capital Surplus | 6.16 | 301,767 | 3 | 301,763 | 4 |
| 3300 | Retained Earnings | 6.16 | ||||
| 3310 | Legal reserve | 351,998 | 4 | 323,120 | 5 | |
| 3350 | Unappropriated earnings | 554,338 | 6 | 629,945 | 9 | |
| Total retained earnings | 906,336 | 10 | 953,065 | 14 | ||
| 3400 | Other equity | 6.17 | 55,363 | 1 | 47,165 | 1 |
| 3xxx | Total equity | 1,929,858 | 21 | 1,968,385 | 29 | |
| Total liabilities and equity | $9,170,673 | 100 | $6,739,552 | 100 |
(Refer to Note to the financial statements)
Chairman: Wu, Wei-Kuo
General Manager: Chen, Fa-Yung
Chief Accounting Officer: Li, Ching-Yi
Macnica Anstek Inc.
Statements of Comprehensive Income
January 1 to December 31, 2025 and 2024
Unit: Thousands of NTD
| Code | Item | Note | January 1 to December 31, 2025 | January 1 to December 31, 2024 | ||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| 4000 | Operating revenue | 4, 6.18, 7 | $8,959,308 | 100 | $5,291,435 | 100 |
| 5000 | Operating costs | 4, 6.6, 7 | (7,960,487) | (89) | (4,604,875) | (87) |
| 5900 | Operating gross profit | 998,821 | 11 | 686,560 | 13 | |
| 6000 | Operating expenses | 4, 6.9.15.19.20, 7 | ||||
| 6100 | Selling and marketing expenses | (220,871) | (2) | (196,087) | (4) | |
| 6200 | General and administrative expenses | (107,539) | (1) | (106,804) | (2) | |
| 6300 | Research and development expenses | (54,269) | (1) | (70,667) | (1) | |
| 6450 | Expected credit impairment loss (benefit) | 4, 6.5 | (2,908) | - | 15,380 | - |
| Total operating expenses | (385,587) | (4) | (358,178) | (7) | ||
| 6900 | Operating income | 613,234 | 7 | 328,382 | 6 | |
| 7000 | Non-operating income and expenses | 6.21 | ||||
| 7100 | Interest income | 7 | 43,468 | - | 71,047 | 1 |
| 7010 | Other income | 2,090 | - | 2,682 | - | |
| 7020 | Other gains (losses) | 7 | (386,540) | (4) | (1,051) | - |
| 7050 | Finance costs | (83,347) | (1) | (58,957) | (1) | |
| Total non-operating income and expenses | (424,329) | (5) | 13,721 | - | ||
| 7900 | Profit before income tax | 188,905 | 2 | 342,103 | 6 | |
| 7950 | Income tax expenses | 4, 6.22 | (35,932) | - | (64,654) | (1) |
| 8200 | Current net income | 152,973 | 2 | 277,449 | 5 | |
| 8300 | Other comprehensive income (net) | |||||
| 8310 | The items that are not reclassified as profit or loss | |||||
| 8311 | Remeasurement of defined benefit plans | 216 | - | 1,951 | - | |
| 8316 | Unrealized gain/(loss) on investments in equity instruments at FVTOCI | 8,198 | - | (30,038) | - | |
| Other comprehensive income for the period (post-tax profit or loss) | 8,414 | - | (28,087) | - | ||
| 8500 | Total comprehensive income for the year | $161,387 | 2 | $249,362 | 5 | |
| Earnings per share (NT$) | 6.23 | After taxes | After taxes | |||
| 9750 | Basic earnings per share | $2.30 | $4.16 | |||
| 9850 | Diluted earnings per share | $2.28 | $4.11 |
(Refer to Note to the financial statements)
Chairman: Wu, Wei-Kuo
General Manager: Chen, Fa-Yung
Chief Accounting Officer: Li, Ching-Yi
Macnica Anstek Inc.
Statements of Changes in Equity
January 1 to December 31, 2025 and 2024
Unit: Thousands of NTD
| Code | Item | Share capital | Capital Surplus | Retained Earnings | Other equity | Total equity | |
|---|---|---|---|---|---|---|---|
| Legal reserve | Unappropriated earnings | Unrealized gain/(loss) on financial assets at FVTOCI | |||||
| 3100 | 3200 | 3310 | 3350 | 3420 | 3XXX | ||
| A1 | Balance at January 1, 2024 | $666,260 | $301,577 | $313,006 | $451,213 | $77,143 | $1,809,199 |
| A3 | Effects of retrospective application and retrospective restatements | - | - | - | 9,445 | - | 9,445 |
| A5 | Balance after restatement on January 1, 2024 | 666,260 | 301,577 | 313,006 | 460,658 | 77,143 | 1,818,644 |
| Earnings appropriation and distribution plan | |||||||
| B1 | Legal reserve | - | - | 10,114 | (10,114) | - | - |
| B5 | Common stock cash dividends | - | - | - | (99,939) | - | (99,939) |
| Other changes in capital reserves | |||||||
| C17 | Employee stock options converted to ordinary shares | 132 | 186 | - | - | - | 318 |
| D1 | Net income in January 1 to December 31, 2024 | - | - | - | 277,449 | - | 277,449 |
| D3 | Other comprehensive income in January 1 to December 31, 2024 | - | - | - | 1,951 | (30,038) | (28,087) |
| D5 | Total comprehensive income for the year | - | - | - | 279,400 | (30,038) | 249,362 |
| Q1 | Disposal of investments in equity instruments measured at FVTOCI | - | - | - | (60) | 60 | - |
| Z1 | Balance at December 31, 2024 | 666,392 | 301,763 | 323,120 | 629,945 | 47,165 | 1,968,385 |
| Earnings appropriation and distribution plan | |||||||
| B1 | Legal reserve | - | - | 28,878 | (28,878) | - | - |
| B5 | Common stock cash dividends | - | - | - | (199,918) | - | (199,918) |
| Other changes in capital reserves | |||||||
| C17 | Gain on exercise of employee stock options | - | 4 | - | - | - | 4 |
| D1 | Net income in January 1 to December 31, 2025 | - | - | - | 152,973 | - | 152,973 |
| D3 | Other comprehensive income in January 1 to December 31, 2025 | - | - | - | 216 | 8,198 | 8,414 |
| D5 | Total comprehensive income for the year | - | - | - | 153,189 | 8,198 | 161,387 |
| Z1 | Balance at December 31, 2025 | $666,392 | $301,767 | $351,998 | $554,338 | $55,363 | $1,929,858 |
(Rifer to Note to the financial statements)
Chairman: Wu, Wei-Kuo
General Manager: Chen, Fa-Yung
Chief Accounting Officer: Li, Ching-Yi
Macnica Anstek Inc.
Statements of Cash Flows
January 1 to December 31, 2025 and 2024
Unit: Thousands of NTD
| Code | Item | January 1 to December 31, 2025 | January 1 to December 31, 2024 |
|---|---|---|---|
| AAAA | Cash flows from operating activities | ||
| A10000 | Net Profit before tax for the period | $188,905 | $342,103 |
| A20010 | Adjustments for: | ||
| A20100 | Depreciation expenses | 21,489 | 21,754 |
| A20200 | Amortization expenses | 2,967 | 4,403 |
| A20300 | Expected credit impairment loss (benefit) | 2,908 | (15,380) |
| A20900 | Interest expense | 83,347 | 58,957 |
| A21200 | Interest income | (43,468) | (71,047) |
| A22500 | Disposal or scrapping of property, plant and equipment gains | - | (1,377) |
| A29900 | Lease modification profit and loss | 66 | (4) |
| A30000 | Changes in operating activities related assets/liabilities | ||
| A31130 | Decrease (increase) in notes receivable | (5,216) | 6,611 |
| A31150 | Decrease (increase) in accounts receivable | (1,590,845) | 139,371 |
| A31180 | Decrease (increase) in other receivables | 242,773 | (242,265) |
| A31200 | Decrease (increase) in inventories | (2,410,965) | 892,390 |
| A31230 | Decrease in prepayments | 220,480 | 89,179 |
| A32125 | Decrease in contract liabilities | (18,828) | (6,409) |
| A32150 | Increase (decrease) in accounts payable | 1,918,591 | (810,820) |
| A32180 | Increase (decrease) in other payables | (28,960) | 59,958 |
| A32230 | Increase (decrease) in other current liabilities | (1,460) | 1,512 |
| A32240 | Increase in net defined benefit liabilities | 657 | 600 |
| A33000 | Cash inflow (outflow) from operations | (1,417,559) | 469,536 |
| A33300 | Interest paid | (78,567) | (57,962) |
| A33500 | Income tax payment | (30,036) | (35,137) |
| AAAA | Net cash (used in) generated from operating activities | (1,526,162) | 376,437 |
| BBBB | Cash flows from investing activities | ||
| B00040 | Acquisition of financial assets measured at amortized cost | - | (116) |
| B00050 | Disposal of financial assets measured at amortized cost | 13,440 | - |
| B02700 | Acquisition of property, plant and equipment | (10,880) | (5,639) |
| B02800 | Disposal of property, plant and equipment | - | 1,409 |
| B03700 | Increase in refundable deposits | - | (424) |
| B03800 | Decrease in refundable deposits | 27 | - |
| B04500 | Acquisition of intangible assets | (2,271) | (2,027) |
| B07100 | Increase in prepayments for equipment | (510) | - |
| B07500 | Interest received | 45,814 | 68,185 |
| BBBB | Net cash flows from investing activities | 45,620 | 61,388 |
| CCCC | Cash flows from financing activities | ||
| C00100 | Increase in short-term borrowings | 602,335 | 940,439 |
| C04020 | Principal repayment of lease | (10,171) | (11,310) |
| C04500 | Cash dividends paid | (199,918) | (99,939) |
| C04800 | Employees exercising stock options to issue new shares | - | 318 |
| C09900 | Exercise of disgorgement | 4 | - |
| CCCC | Net cash generated from (used in) financing activities | 392,250 | 829,508 |
| EEEE | Current cash and cash equivalents increase (decrease) | (1,088,292) | 1,267,333 |
| E00100 | Balance of cash and cash equivalents at the beginning of the period | 1,889,754 | 622,421 |
| E00200 | Ending cash and cash equivalents | $801,462 | $1,889,754 |
(Refer to Note to the financial statements)
Chairman: Wu, Wei-Kuo
General Manager: Chen, Fa-Yung
Chief Accounting Officer: Li, Ching-Yi
18
Attachment 4
Macnica Anstek Inc.
Earnings Distribution Table
2025
Unit: NTD
| Item | Amount | |
|---|---|---|
| Sub-total | Total | |
| Unappropriated earnings at the beginning of the period | 401,148,759 | |
| Add: Net profit after tax for the period | 152,972,115 | |
| Add: Defined benefit plan remeasurement recognized in retained earnings | 190,504 | |
| Net profit after tax for the period plus the amount of items other than net profit after tax for the period included in unappropriated earnings for the year | 153,162,619 | |
| Less: Provision for legal reserve (10%) | 15,316,262 | |
| Available-for-distribution earnings | 538,995,116 | |
| Distribution items: | ||
| Shareholders' bonuses - cash (NTD 1.38 per share) | 91,962,118 | |
| Unappropriated earnings at the end of the period | 447,032,998 |
Note:
- The priority is to distribute the earnings of the year 2025.
- In the event of any subsequent changes in dividend payout ratio due to a change in the number of outstanding common shares of the Company, the chairperson is authorized to deal with such changes with full authority.
Chairman: Wu, Wei-Kuo General Manager: Chen, Fa-Yung Chief Accounting Officer: Li, Ching-Yi
The comparison of the current and amended provisions of the [Corporate Governance Best Practice Principles]
Attachment 5
| Amended provisions | Current provisions | Reason for amendments |
|---|---|---|
| Article 3 | ||
| (Omitted) | ||
| The Company should establish channels and mechanisms of communication between their independent directors, audit committees or supervisors, and chief internal auditors, and the convener of the audit committee or supervisors shall report the communications between members of the audit committees or Audit Committee and chief internal auditors at the shareholders' meeting. | ||
| (Omitted) | ||
| Appointment, dismissal, evaluation and review, salary and compensation of internal auditors of the Company shall be reported to the board of directors or shall be submitted by the chief auditor to the board chairperson for approval. | Article 3 | |
| (Omitted) | ||
| The Company are advised to establish channels and mechanisms of communication between their independent directors, audit committees or supervisors, and chief internal auditors, and the convener of the audit committee or supervisors shall report the communications between members of the audit committees or Audit Committee and chief internal auditors at the shareholders' meeting. | ||
| (Omitted) | ||
| Appointment, dismissal, evaluation and review, salary and compensation of internal auditors of the Company shall be reported to the board of directors or shall be submitted by the chief auditor to the board chairperson for approval. | Proposed amendments to strengthen corporate governance. | |
| Article 3-1 | ||
| The Company shall have an adequate number of corporate governance personnel with appropriate qualifications based on the size of the company, business situations and management needs, and shall appoint in accordance with the requirements of the competent authorities, TWSE or TPEx a chief corporate governance officer as the most senior officer to be in charge of corporate governance affairs. Said officer shall be a qualified, practice-eligible lawyer or accountant or have been in a managerial position for at least three years in a securities, financial, or futures related institution or a public company in handling legal affairs, legal compliance, internal audit, financial affairs, stock affairs, or corporate governance affairs. | ||
| (Omitted) | Article 3-1 | |
| The Company is advised to have an adequate number of corporate governance personnel with appropriate qualifications based on the size of the company, business situations and management needs, and shall appoint in accordance with the requirements of the competent authorities, TWSE or TPEx a chief corporate governance officer as the most senior officer to be in charge of corporate governance affairs. Said officer shall be a qualified, practice-eligible lawyer or accountant or have been in a managerial position for at least three years in a securities, financial, or futures related institution or a public company in handling legal affairs, legal compliance, internal audit, financial affairs, stock affairs, or corporate governance affairs. | ||
| (Omitted) | Proposed amendments to strengthen corporate governance. |
The comparison of the current and amended provisions of the [Corporate Governance Best Practice Principles]
| Amended provisions | Current provisions | Reason for amendments |
|---|---|---|
| Article 6 | ||
| (Omitted) | ||
| For a shareholders meeting called by the board of directors, the chairperson of the board shall preside over the meeting, that a majority of the directors (including at least one independent director) and convener of the audit committee, attend in person, and that at least one member of other functional committees attend as representative. Attendance details should be recorded in the shareholders meeting minutes. | Article 6 | |
| (Omitted) | ||
| For a shareholders meeting called by the board of directors, it is advisable that the board chairperson chair the meeting, that a majority of the directors (including at least one independent director) and convener of the audit committee, attend in person, and that at least one member of other functional committees attend as representative. Attendance details should be recorded in the shareholders meeting minutes. | Proposed amendments to strengthen corporate governance. | |
| Article 7 | ||
| The Company shall encourage its shareholders to actively participate in corporate governance and shall engage a professional shareholder services agent to handle shareholders meeting matters, so that shareholders meetings can proceed on a legal, effective and secure basis. The Company shall seek all ways and means, including fully exploiting technologies for information disclosure, to upload annual reports, annual financial statements, notices, agendas and supplementary information of shareholders meetings in both Chinese and English concurrently, and shall adopt electronic voting, in order to enhance shareholders' attendance rates at shareholders meetings and ensure their exercise of rights at such meetings in accordance with laws. | ||
| (Omitted) | Article 7 | |
| The Company shall encourage its shareholders to actively participate in corporate governance. It is advisable that the company engage a professional shareholder services agent to handle shareholders meeting matters, so that shareholders meetings can proceed on a legal, effective and secure basis. The Company shall seek all ways and means, including fully exploiting technologies for information disclosure, to upload annual reports, annual financial statements, notices, agendas and supplementary information of shareholders meetings in both Chinese and English concurrently, and shall adopt electronic voting, in order to enhance shareholders' attendance rates at shareholders meetings and ensure their exercise of rights at such meetings in accordance with laws. | ||
| (Omitted) | Proposed amendments to strengthen corporate governance. | |
| Article 9 | ||
| (Omitted) | ||
| In order to protect the interests of most shareholders, if the chairperson declares the adjournment of the meeting in a manner in violation of rules governing the proceedings of the shareholders meeting, the other members of the board of directors shall promptly assist the attending shareholders at the shareholders meeting in electing a new chairperson of the shareholders meeting to continue the proceedings of the meeting, by a resolution to be adopted by a majority of the | Article 9 | |
| (Omitted) | ||
| In order to protect the interests of most shareholders, if the chairperson declares the adjournment of the meeting in a manner in violation of rules governing the proceedings of the shareholders meeting, it is advisable for the members of the board of directors other than the chairperson of the shareholders meeting to promptly assist the attending shareholders at the shareholders meeting in electing a new chairperson of the shareholders meeting to continue the | Proposed amendments to strengthen corporate governance. |
The comparison of the current and amended provisions of the [Corporate Governance Best Practice Principles]
| Amended provisions | Current provisions | Reason for amendments |
|---|---|---|
| votes represented by the shareholders attending the said meeting in accordance with the legal procedures. | proceedings of the meeting, by a resolution to be adopted by a majority of the votes represented by the shareholders attending the said meeting in accordance with the legal procedures. | |
| Article 10 | ||
| (Omitted) | ||
| The provisions of the preceding paragraph shall include stock trading control measures from the date insiders of the Company become aware of the contents of the company’s financial reports or relevant results. Measures include, without limitation, those prohibiting a director from trading its shares during the closed period of 30 days prior to the publication of the annual financial reports and 15 days prior to the publication of the quarterly financial reports. | ||
| (Omitted) | Article 10 | |
| (Omitted) | ||
| It is advisable that the rules mentioned in the preceding paragraph include stock trading control measures from the date insiders of the Company become aware of the contents of the company’s financial reports or relevant results. Measures include, without limitation, those prohibiting a director from trading its shares during the closed period of 30 days prior to the publication of the annual financial reports and 15 days prior to the publication of the quarterly financial reports. | ||
| (Omitted) | Proposed amendments to strengthen corporate governance. | |
| Article 13 | ||
| In order to protect the interests of the shareholders, the Company shall designate personnel exclusively dedicated to handling shareholder proposals, inquiries, and disputes. | ||
| (Omitted) | Article 13 | |
| In order to protect the interests of the shareholders, it is advisable that the Company designate personnel exclusively dedicated to handling shareholder proposals, inquiries, and disputes. | ||
| (Omitted) | Proposed amendments to strengthen corporate governance. | |
| Article 13-3 | ||
| The Company shall formulate and disclose operational strategies and business plans, clearly explaining their specific measures to enhance corporate value. The Company shall then submit them to the Board of Directors and actively communicate with shareholders. | Article 13-3 | |
| The Company shall formulate and disclose operational strategies and business plans, clearly explaining their specific measures to enhance corporate value. It is advisable to submit them to the Board of Directors and actively communicate with shareholders. | Proposed amendments to strengthen corporate governance. |
22
The comparison of the current and amended provisions of the [Corporate Governance Best Practice Principles]
| Amended provisions | Current provisions | Reason for amendments |
|---|---|---|
| Article 28-1 | ||
| The Company shall establish a remuneration committee, and a majority of whose members shall be independent directors. The professional qualifications for the committee members, the exercise of their powers of office, the adoption of the organizational charter, and related matters shall be handled pursuant to the Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Stock Exchange or Traded Over the Counter. | Article 28-1 | |
| The Company shall establish a remuneration committee, and it is advisable that more than half of the committee members be independent directors. The professional qualifications for the committee members, the exercise of their powers of office, the adoption of the organizational charter, and related matters shall be handled pursuant to the Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Stock Exchange or Traded Over the Counter. | Proposed amendments to strengthen corporate governance. | |
| Article 37 | ||
| (Omitted) | ||
| The Company shall formulate rules and procedures for board of directors performance assessments. Each year, in respect of the board of directors and individual directors, it shall conduct regularly scheduled performance assessments through self-assessments or peer-to-peer assessments, and may also do so through outside professional institutions or in any other appropriate manner. A performance assessment of the board of directors shall include the following aspects, and appropriate assessment indicators shall be developed in consideration of the company's needs: | ||
| (Omitted) | Article 37 | |
| (Omitted) | ||
| It is advisable that the Company formulate rules and procedures for board of directors performance assessments. Each year, in respect of the board of directors and individual directors, it shall conduct regularly scheduled performance assessments through self-assessments or peer-to-peer assessments, and may also do so through outside professional institutions or in any other appropriate manner. A performance assessment of the board of directors shall include the following aspects, and appropriate assessment indicators shall be developed in consideration of the company's needs: | ||
| (Omitted) | Proposed amendments to strengthen corporate governance. | |
| Article 40 | ||
| Members of the board of directors shall participate in training courses on finance, risk management, business, commerce, accounting, law or corporate social responsibility offered by institutions designated in the Rules Governing Implementation of Continuing Education for Directors and Supervisors of TWSE/TPEx Listed Companies, which cover subjects relating to corporate governance upon becoming directors and throughout their terms of occupancy. They shall also ensure that company employees at all levels will enhance their professionalism and knowledge of the law. | Article 40 | |
| Members of the board of directors are advised to participate in training courses on finance, risk management, business, commerce, accounting, law or corporate social responsibility offered by institutions designated in the Rules Governing Implementation of Continuing Education for Directors and Supervisors of TWSE/TPEx Listed Companies, which cover subjects relating to corporate governance upon becoming directors and throughout their terms of occupancy. They shall also ensure that company employees at all levels will enhance their professionalism and knowledge of the law. | Proposed amendments to strengthen corporate governance. |
23
The comparison of the current and amended provisions of the [Corporate Governance Best Practice Principles]
| Amended provisions | Current provisions | Reason for amendments |
|---|---|---|
| Article 45 | ||
| (Omitted) | ||
| The Company shall publish and report its annual financial report within two months after the end of a fiscal year, and publish and report its financial reports for the first, second and third quarters as well as its operating status for each month before the specified deadline. | ||
| (Omitted) | Article 45 | |
| (Omitted) | ||
| The Company is advised to publish and report its annual financial report within two months after the end of a fiscal year, and publish and report its financial reports for the first, second and third quarters as well as its operating status for each month before the specified deadline. | ||
| (Omitted) | Proposed amendments to strengthen corporate governance. | |
| Article 51 | ||
| (Omitted) | ||
| The 1st amendments were made on June 2, 2015. | ||
| The 2nd amendments were made on November 8, 2018. | ||
| The 3rd amendments were made on December 23, 2018. | ||
| The 4th amendments were made on March 17, 2020. | ||
| The 5th amendments were made on March 8, 2022. | ||
| The 6th amendments were made on March 6, 2023. | ||
| The 7th amendments were made on March 11, 2025. | ||
| The 8th amendments were made on March 10, 2026. | Article 51 | |
| (Omitted) | ||
| The 1st amendments were made on June 2, 2015. | ||
| The 2nd amendments were made on November 8, 2018. | ||
| The 3rd amendments were made on December 23, 2018. | ||
| The 4th amendments were made on March 17, 2020. | ||
| The 5th amendments were made on March 8, 2022. | ||
| The 6th amendments were made on March 6, 2023. | ||
| The 7th amendments were made on March 11, 2025. | The dates of Amendment were added. |
24
Macnica Anstek Inc.
| Title | Corporate Governance Best Practice Principles | Number: ANS-M-A-P-049 | Version 1.8 | |
|---|---|---|---|---|
| Formulation Department | Management Department | Date of Amendment | March 11, 2025 | Page 1 of 19 |
Chapter 1 General Principles
Article 1
The Company, in order to establish a sound corporate governance system, has formulated these Principles with reference to the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies established by the Taiwan Stock Exchange Corporation (hereinafter referred to as "TWSE") and the Taipei Exchange (hereinafter referred to as "TPEx"), to be complied with and disclosed on the Market Observation Post System (MOPS).
Article 2
When setting up the corporate governance system, in addition to complying with relevant laws, regulations, articles of incorporation, contracts signed with the TWSE or TPEx, and other relevant regulations, the Company shall follow the following principles:
- Protect the rights and interests of shareholders.
- Strengthen the powers of the board of directors.
- Fulfill the function of Audit Committee.
- Respect the rights and interests of stakeholders.
- Enhance information transparency.
Article 3
The Company shall follow the Criteria Governing Establishment of Internal Control Systems by Public Reporting Companies and take into consideration the overall operational activities of itself and its subsidiaries to design and fully implement an internal control system, and shall conduct continuing reviews of the system, in order to ensure the continued effectiveness of its design and implementation in light of changes in the company's internal and external environment.
The Company shall perform full self-assessments of its internal control system. Its board of directors and management shall review the results of the self-assessments by each department at least annually and the reports of the internal audit department on a quarterly basis. The audit committee or supervisors shall also attend to and supervise these matters. Directors and Audit Committee shall periodically hold discussions with their internal auditors about reviews of internal control system deficiencies. A record of the discussions shall be kept, and the discussions shall be followed up, improvements implemented, and a report submitted to the board of directors. The Company are advised to establish channels and mechanisms of communication between their independent directors, audit committees or supervisors, and chief internal auditors, and the convener of the audit committee or supervisors shall report the communications between members of the audit committees or Audit Committee and chief internal auditors at the shareholders' meeting.
The management of the Company shall pay special attention to the internal audit department and its personnel, fully empower them and urge them to conduct audits effectively, to evaluate problems of the internal control system and assess the efficiency of its operations to ensure that the system can operate effectively on an on-going basis, and to assist the board of directors and the management to perform their duties effectively so as to ensure a sound corporate governance system.
Appointment, dismissal, evaluation and review, salary and compensation of internal auditors of the Company shall be reported to the board of directors or shall be submitted by the chief auditor to the board chairperson for approval.
25
Macnica Anstek Inc.
| Title | Corporate Governance Best Practice Principles | Number: ANS-M-A-P-049 | Version 1.8 | |
|---|---|---|---|---|
| Formulation Department | Management Department | Date of Amendment | March 11, 2025 | Page 2 of 19 |
Article 3-1
The Company is advised to have an adequate number of corporate governance personnel with appropriate qualifications based on the size of the company, business situations and management needs, and shall appoint in accordance with the requirements of the competent authorities, TWSE or TPEx a chief corporate governance officer as the most senior officer to be in charge of corporate governance affairs. Said officer shall be a qualified, practice-eligible lawyer or accountant or have been in a managerial position for at least three years in a securities, financial, or futures related institution or a public company in handling legal affairs, legal compliance, internal audit, financial affairs, stock affairs, or corporate governance affairs.
It is required that the corporate governance affairs mentioned in the preceding paragraph include at least the following items:
- Handling matters relating to board meetings and shareholders meetings according to laws
- Producing minutes of board meetings and shareholders meetings
- Assisting in onboarding and continuous development of directors and Audit Committee
- Furnishing information required for business execution by directors and Audit Committee
- Assisting directors and Audit Committee with legal compliance
- Reporting to the board of directors the results of examination as to whether the qualifications of independent directors at the time of their nomination and election and during their term of office conform to applicable laws and regulations
- Handling matters related to director changes
- Other matters set out in the articles of incorporation or contracts
Chapter 2 Protection of Shareholders' Rights and Interests
Section 1 Encouraging Shareholders to Participate in Corporate Governance
Article 4
The corporate governance system of The Company shall be designed to protect shareholders' rights and interests and treat all shareholders equitably.
The Company shall establish a corporate governance system which ensures shareholders' rights of being fully informed of, participating in and making decisions over important matters of the company.
Article 5
The Company shall convene shareholders meetings in accordance with. the Company Act and relevant laws and regulations, and provide comprehensive rules for such meetings. TWSE/TPEx listed companies shall faithfully implement resolutions adopted by shareholders meetings in accordance with the rules for the meetings.
Resolutions adopted by shareholders meetings of the Company shall comply with laws, regulations and articles of incorporation.
Article 6
The board of directors of the Company shall properly arrange the agenda items and procedures for shareholders meetings, and formulate the principles and procedures for shareholder nominations of directors (including independent director) and submissions of shareholder proposals. The board shall also properly handle the proposals duly submitted by shareholders.
26
Macnica Anstek Inc.
| Title | Corporate Governance Best Practice Principles | Number: ANS-M-A-P-049 | Version 1.8 | |
|---|---|---|---|---|
| Formulation Department | Management Department | Date of Amendment | March 11, 2025 | Page 3 of 19 |
| Arrangements shall be made to hold shareholders meetings at a convenient location, and sufficient time allowed and sufficient number of suitable personnel assigned to handle attendance registrations. No arbitrary requirements shall be imposed on shareholders to provide additional evidentiary documents beyond those showing eligibility to attend. Shareholders shall be granted reasonable time to deliberate each proposal and an appropriate opportunity to make statements. | ||||
| For a shareholders meeting called by the board of directors, it is advisable that the board chairperson chair the meeting, that a majority of the directors (including at least one independent director) and convener of the audit committee, attend in person, and that at least one member of other functional committees attend as representative. Attendance details should be recorded in the shareholders meeting minutes. | ||||
| Article 7 | ||||
| The Company shall encourage its shareholders to actively participate in corporate governance. It is advisable that the company engage a professional shareholder services agent to handle shareholders meeting matters, so that shareholders meetings can proceed on a legal, effective and secure basis. The Company shall seek all ways and means, including fully exploiting technologies for information disclosure, to upload annual reports, annual financial statements, notices, agendas and supplementary information of shareholders meetings in both Chinese and English concurrently, and shall adopt electronic voting, in order to enhance shareholders' attendance rates at shareholders meetings and ensure their exercise of rights at such meetings in accordance with laws. | ||||
| The Company is advised to avoid raising extraordinary motions and amendments to original proposals at a shareholders meeting. | ||||
| The Company is advised to arrange for their shareholders to vote on each separate proposal in the shareholders meeting agenda, and following conclusion of the meeting, to enter the voting results the same day, namely the numbers of votes cast for and against and the number of abstentions, on the Market Observation Post System. | ||||
| Article 8 | ||||
| The Company in accordance with the Company Act and other applicable laws and regulations, shall record in the shareholders meeting minutes the date and place of the meeting, the name of the chairperson, the method of adopting resolutions, and a summary of the essential points of the proceedings and the results of the meeting. With respect to the election of directors (including independent director), the meeting minutes shall record the method of voting adopted therefore and the total number of votes for the elected directors (including independent director). | ||||
| The shareholders' meeting minutes shall be properly and perpetually kept by the Company during its legal existence, and should be sufficiently disclosed on the Company's website. | ||||
| Article 9 | ||||
| The chairperson of the shareholders meetings shall be fully familiar and comply with the rules governing the proceedings of the shareholders meetings established by the company. The chairperson shall ensure the proper progress of the proceedings of the meetings and may not adjourn the meetings at will. | ||||
| In order to protect the interests of most shareholders, if the chairperson declares the adjournment of the meeting in a manner in violation of rules governing the proceedings of the shareholders meetings, it is advisable for the members of the board of directors other than the chairperson of the shareholders meeting to promptly assist the attending shareholders at the shareholders |
27
Macnica Anstek Inc.
| Title | Corporate Governance Best Practice Principles | Number: ANS-M-A-P-049 | Version 1.8 |
| --- | --- | --- | --- |
| Formulation Department | Management Department | Date of Amendment | March 11, 2025 |
| meeting in electing a new chairperson of the shareholders meeting to continue the proceedings of the meeting, by a resolution to be adopted by a majority of the votes represented by the shareholders attending the said meeting in accordance with the legal procedures. | | | |
Article 10
The Company shall place high importance on the shareholder right to know, and shall faithfully comply with applicable regulations regarding information disclosure in order to provide shareholders with regular and timely information on company financial conditions and operations, insider shareholdings, and corporate governance status through the MOPS or the website established by the company.
To treat all shareholders equally, it is advisable that the company concurrently disclose the information under the preceding paragraph in English.
To protect its shareholders' rights and interests and ensure their equal treatment, the Company shall adopt internal rules prohibiting company insiders from trading securities using information not disclosed to the market.
It is advisable that the rules mentioned in the preceding paragraph include stock trading control measures from the date insiders of the Company become aware of the contents of the company’s financial reports or relevant results. Measures include, without limitation, those prohibiting a director from trading its shares during the closed period of 30 days prior to the publication of the annual financial reports and 15 days prior to the publication of the quarterly financial reports.
The “annual financial report” and “quarterly financial report announcement date” mentioned in the preceding paragraph refer to the date of material information released when the financial report is submitted to or resolved by the Board of Directors, the date of uploading the electronic financial report, and the date of filing the extensible Business Reporting Language format file, with the earliest occurring date among the aforementioned dates being deemed as the announcement date.
The “thirty days before announcement” and “fifteen days before announcement” referred to in Paragraph 4 shall be calculated in calendar days, and the period from the commencement date of the closed period to the day before the financial report announcement date shall include thirty days and fifteen days respectively.
Article 10-1
It is advisable that the Company report at a general shareholder meeting the remuneration received by directors, including the remuneration policy, individual remuneration package and amount, and association with outcomes of performance reviews.
Article 11
The shareholders shall be entitled to profit distributions by the company. In order to ensure the investment interests of shareholders, the shareholders meeting may, pursuant to Article 184 of the Company Act, examine the statements and books prepared and submitted by the board of directors and the reports submitted by the audit committee, and may decide profit distributions and deficit off-setting plans by resolution. In order to proceed with the above examination, the shareholders meeting may appoint an inspector.
The shareholders may, pursuant to Article 245 of the Company Act, apply with the court to select an inspector in examining the accounting records, assets, particulars, documents and records of specific transaction of the company.
The board of directors, audit committee, and managers of the Company shall fully cooperate in
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| Title | Corporate Governance Best Practice Principles | Number: ANS-M-A-P-049 | Version 1.8 | |
|---|---|---|---|---|
| Formulation Department | Management Department | Date of Amendment | March 11, 2025 | Page 5 of 19 |
| the examination conducted by the inspectors in the aforesaid two paragraphs without any circumvention, obstruction or rejection. | ||||
| Article 12 | ||||
| In entering into material financial and business transactions such as acquisition or disposal of assets, lending funds, and making endorsements or providing guarantees, the Company shall proceed in accordance with the applicable laws and/or regulations and establish operating procedures in relation to these material financial and business transactions which shall be reported to and approved by the shareholders meeting so as to protect the interests of the shareholders. |
When the Company is involved in a merger, acquisition or public tender offer, in addition to proceeding in accordance with the applicable laws and/or regulations, it shall not only pay attention to the fairness, rationality, etc. of the plan and transaction of the merger, acquisition or public tender offer, but information disclosure and the soundness of the company's financial structure thereafter.
When the management or a major shareholder of the Company is involved in a merger or acquisition, a legal opinion by independent lawyer should be issued to review if members of the audit committee to review the merger and acquisition in the preceding paragraph have met the regulations of Article 3 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies, to ensure they are not a related party to a counterparty of the merger and acquisition transaction or do not have such interest that would influence their independence, whether the design and implementation of the relevant procedure meet the applicable laws, and if a full disclosure has been made in accordance with the applicable laws.
Qualifications of the lawyer in the preceding paragraph shall meet the requirements in Article 3 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies, and the lawyer should not be a related party to a counterparty of the merger and acquisition transaction or should not have such interest that would influence their independence.
The relevant personnel of the Company handling the matters in the preceding paragraph shall pay attention to the occurrence of any conflicts of interest and the need for recusal. | | | | |
| Section 2 Establishing a Mechanism for Interaction with Shareholders
Article 13
In order to protect the interests of the shareholders, it is advisable that the Company designate personnel exclusively dedicated to handling shareholder proposals, inquiries, and disputes.
The Company shall properly deal with any legal action duly instituted by shareholders in which it is claimed that shareholder rights and interests were damaged by a resolution adopted at a shareholders meeting or a board of directors meeting in violation of applicable laws, regulations, or the company's articles of incorporation, or that such damage was caused by a breach of applicable laws, regulations or the company's articles of incorporation by any directors, Audit Committee or managers in performing their duties.
It is advisable that the Company adopt internal procedures for appropriate handling of matters referred to in the preceding two paragraphs, and that it keep relevant written records for future reference and incorporate the procedures in its internal control system for management purposes.
Article 13-1
The board of directors of the Company is responsible for establishing a mechanism for interaction | | | | |
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|---|---|---|---|---|
| Formulation Department | Management Department | Date of Amendment | March 11, 2025 | Page 6 of 19 |
| with shareholders to enhance mutual understanding of the development of company's objectives. | ||||
| Article 13-2 | ||||
| In addition to communicating with shareholders through shareholders meetings and encouraging shareholders to participate in such meetings, the board of directors of the Company together with officers and independent directors shall engage with shareholders in an efficient manner to ascertain shareholders' views and concerns, and expound company policies explicitly, in order to gain shareholders' support. | ||||
| Article 13-3 | ||||
| The Company shall formulate and disclose operational strategies and business plans, clearly explaining their specific measures to enhance corporate value. | ||||
| Section 3 Corporate Governance Relationships Between the Company and Related Parties | ||||
| Article 14 | ||||
| The Company shall clearly identify the objectives and the division of authority and responsibility between it and its affiliated enterprises with respect to management of personnel, assets, and financial matters, and shall properly carry out risk assessments and establish appropriate firewalls. | ||||
| Article 15 | ||||
| Unless otherwise provided by the laws and regulations, a manager of the Company may not serve as a manager of its affiliated enterprises. | ||||
| A director who engages in any transaction for himself or on behalf of another person that is within the scope of the company's operations shall explain the major content of such actions to the shareholders meeting and obtain its consent. | ||||
| Article 16 | ||||
| The Company shall establish sound objectives and systems for management of finance, operations, and accounting in accordance with applicable laws and regulations. It shall further, together with its affiliated enterprises, properly conduct an overall risk assessment of major banks they deal with and customers and suppliers, and implement the necessary control mechanisms to reduce credit risk. | ||||
| Article 17 | ||||
| When the Company and its related parties and shareholders enter into financial or business dealings or transactions, a written agreement governing the relevant financial and business operations between them shall be made in accordance with the principle of fair dealing and reasonableness. Price and payment terms shall be definitively stipulated when contracts are signed, and non-arm's length transactions and improper channeling of interests shall be prohibited. | ||||
| The content of the written agreement mentioned in the preceding paragraph shall include regulatory procedures governing transactions such as purchase and sale of goods, acquisition and disposal of assets, loans of funds, and provision of endorsements and guarantee etc. Relevant material transactions shall be approved by a resolution of the board of directors and approved or reported to the shareholders' meeting. | ||||
| Article 18 | ||||
| A corporate shareholder having controlling power over the Company shall comply with the following provisions: |
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| Title | Corporate Governance Best Practice Principles | Number: ANS-M-A-P-049 | Version 1.8 | |
|---|---|---|---|---|
| Formulation Department | Management Department | Date of Amendment | March 11, 2025 | Page 7 of 19 |
| 1. It shall bear a duty of good faith to other shareholders and shall not directly or indirectly cause the company to conduct any business which is contrary to normal business practice or not profitable. | ||||
| 2. Its representative shall follow the rules implemented by its company with respect to the exercise of rights and participation of resolution, so that at a shareholders meeting, the representative shall exercise his/her voting right in good faith and for the best interest of all shareholders and shall exercise the fiduciary duty and duty of care of a director. | ||||
| 3. It shall comply with relevant laws, regulations and the articles of incorporation of the company in nominating directors and shall not act beyond the authority granted by the shareholders meeting or board meeting. | ||||
| 4. It shall not improperly intervene in corporate policy making or obstruct corporate management activities. | ||||
| 5. It shall not restrict or impede the management or production of the company by methods of unfair competition such as monopolizing corporate procurement or foreclosing sales channels. | ||||
| 6. The representative that is designated when a corporate shareholder has been elected as a director shall meet the company's requirements for professional qualifications. Arbitrary replacement of the corporate shareholder's representative is inappropriate. | ||||
| Article 19 | ||||
| The Company shall retain at all times a register of major shareholders who own a relatively high percentage of shares and have controlling power, and of the persons with ultimate control over those major shareholders. | ||||
| The Company shall disclose periodically important information about its shareholders holding more than 10 percent of the outstanding shares of the company relating to the pledge, increase or decrease of share ownership, or other matters that may possibly trigger a change in the ownership of their shares. | ||||
| The major shareholder indicated in the first paragraph refers to those who owns 5 percent or more of the outstanding shares of the company or the shareholding stake thereof is on the top 10 list, provided however that the company may set up a lower shareholding threshold according to the actual shareholding stake that may control the company. | ||||
| Chapter 3 Enhancing the Functions of the Board of Directors | ||||
| Section 1 Structure of the Board of Directors | ||||
| Article 20 | ||||
| The board of directors of the Company shall direct company strategies, supervise the management, and be responsible to the company and shareholders. The various procedures and arrangements of its corporate governance system shall ensure that, in exercising its authority, the board of directors complies with laws, regulations, its articles of incorporation, and the resolutions of its shareholders meetings. | ||||
| The structure of the Company's board of directors shall be determined by choosing an appropriate number of board members, not less than five, in consideration of its business scale, the shareholdings of its major shareholders, and practical operational needs. |
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|---|---|---|---|---|
| Formulation Department | Management Department | Date of Amendment | March 11, 2025 | Page 8 of 19 |
| The composition of the board of directors shall be determined by taking diversity into consideration. It is advisable that directors concurrently serving as General Managers not exceed one-third of the total number of the board members, and that an appropriate policy on diversity based on the company's business operations, operating dynamics, and development needs be formulated and include, without being limited to, the following two general standards: 1. Basic requirements and values: Gender, age, nationality, and culture; it is advisable that the number of female directors account for at least one-third of all the directors. 2. Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing, technology), professional skills, and industry experience. Each board member shall have the necessary knowledge, skills, and experience to perform their duties; To achieve the ideal goal of corporate governance, the board of directors shall possess the following abilities: 1. Ability to make operational judgments. 2. Ability to perform accounting and financial analysis. 3. Ability to conduct management administration. 4. Ability to conduct crisis management. 5. Knowledge of the industry. 6. An international market perspective. 7. Ability to lead. 8. Ability to make policy decisions. | ||||
| Article 21 The Company shall, according to the principles for the protection of shareholder rights and interests and equitable treatment of shareholders, establish a fair, just, and open procedure for the election of directors, encourage shareholder participation, and adopt the cumulative voting mechanism pursuant to the Company Act in order to fully reflect shareholders' views. Unless the competent authority otherwise grants an approval, a spousal relationship or a familial relationship within the second degree of kinship may not exist among more than half of the directors of the Company. When the number of directors falls below five due to the dismissal of a director for any reason, the Company shall hold a by-election to fill the vacancy at its next shareholders meeting. When the number of directors falls short by one third of the total number prescribed in the Company's articles of incorporation, the Company shall call a special shareholders meeting within 60 days from the date of occurrence to hold a by-election to fill the vacancies. The aggregate shareholding percentage of all of the directors of the Company shall comply with the laws and regulations. Restrictions on the share transfer of each director and the creation, release, or changes of any pledges over the shares held by each director shall be subject to the relevant laws and regulations, and the relevant information shall be fully disclosed. | ||||
| Article 22 The Company shall specify in its articles of incorporation in accordance with the laws and regulations of the competent authorities that it adopts the candidate nomination system for elections of directors, carefully review the qualifications of a nominated candidate and the |
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|---|---|---|---|---|
| Formulation Department | Management Department | Date of Amendment | March 11, 2025 | Page 9 of 19 |
| existence of any other matters set forth in Article 30 of the Company Act, and act in accordance with Article 192-1 of the Company Act. | ||||
| Article 23 | ||||
| Clear distinctions shall be drawn between the responsibilities and duties of the chairperson of the board of the Company and those of its general manager. | ||||
| It is inappropriate for the chairperson to also act as the general manager or an equivalent post. | ||||
| The Company with a functional committee shall clearly define the responsibilities and duties of the committee. | ||||
| Section 2 Independent Director System | ||||
| Article 24 | ||||
| The Company shall appoint independent directors in accordance with its Articles of Incorporation. They shall be not less than two in number and advisably not less than one-third of the total number of directors. It is advisable that an independent director serve for not more than three consecutive terms. | ||||
| Independent directors shall possess professional knowledge and there shall be restrictions on their shareholdings. Applicable laws and regulations shall be observed and, in addition, it is not advisable for an independent director to hold office concurrently as a director (including independent director) of more than five other TWSE/TPEx listed companies. Independent directors shall also maintain independence within the scope of their directorial duties, and may not have any direct or indirect interest in the company. | ||||
| If the Company and its group enterprises and organizations, and another company and its group enterprises and organizations nominate for each other any director, supervisor or managerial officer as a candidate for an independent director of the other, the Company shall, at the time it receives the nominations for independent directors, disclose the fact and explain the suitability of the candidate for independent director. If the candidate is elected as an independent director, the Company shall disclose the number of votes cast in favor of the elected independent director. | ||||
| The "group enterprises and organizations" in the preceding paragraph comprise the subsidiaries of the Company, any foundation to which the Company's cumulative direct or indirect contribution of funds exceeds 50 percent of its endowment, and other institutions or juristic persons that are effectively controlled by the company. | ||||
| Change of status between independent directors and non-independent directors during their term of office is prohibited. | ||||
| The professional qualifications, restrictions on both shareholding and concurrent positions held, determination of independence, method of nomination and other requirements with regard to the independent directors shall be set forth in accordance with the Securities and Exchange Act, the Regulations Governing Appointment of Independent Directors and Compliance Matter for Public Companies, and the rules and regulations of the Taiwan Stock Exchange or Taipei Exchange. | ||||
| Article 25 | ||||
| The Company shall submit the following matters to the board of directors for approval by resolution as provided in the Securities and Exchange Act. When an independent director has a dissenting opinion or qualified opinion, it shall be noted in the minutes of the directors meeting: |
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|---|---|---|---|---|
| Formulation Department | Management Department | Date of Amendment | March 11, 2025 | Page 10 of 19 |
| 1. Adoption or amendment of the internal control system pursuant to Article 14-1 of the Securities and Exchange Act. | ||||
| 2. Adoption or amendment, pursuant to Article 36-1 of the Securities and Exchange Act, of handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, extension of monetary loans to others, or endorsements or guarantees for others. | ||||
| 3. A matter bearing on the personal interest of a director. | ||||
| 4. A material asset or derivatives transaction. | ||||
| 5. A material monetary loan, endorsement, or provision of guarantee. | ||||
| 6. The offering, issuance, or private placement of any equity-type securities. | ||||
| 7. The hiring, discharge, or compensation of an attesting CPA. | ||||
| 8. The appointment or discharge of a financial, accounting, or internal auditing officer. | ||||
| 9. Any other material matter so required by the competent authority. |
Article 26
The Company shall stipulate the scope of duties of the independent directors and empower them with manpower and physical support related to the exercise of their power. The company or other board members shall not obstruct, reject or circumvent the performance of duties by the independent directors.
The Company shall stipulate the remuneration of the directors according to applicable laws and regulations. The remuneration of the directors shall fully reflect the personal performance and the long-term management performance of the company, and shall also take the overall operational risks of the company into consideration. Different but reasonable remuneration from that of other directors may be set forth for the independent directors.
Section 3 Functional Committees
Article 27
For the purpose of developing supervisory functions and strengthening management mechanisms, the board of directors of the Company, in consideration of the company's scale and type of operations and the number of its board members, may set up functional committees for auditing, remuneration, nomination, risk management or any other functions, and based on concepts of corporate social responsibility and sustainable operation, may set up environmental protection, corporate social responsibility, or other committees, and expressly provide for them in the articles of incorporation.
Functional committees shall be responsible to the board of directors and submit their proposals to the board of directors for approval, provided that the performance of supervisor's duties by the audit committee pursuant to Article 14-4, paragraph 4 of the Securities and Exchange Act shall be excluded.
Functional committees shall adopt an organizational charter to be approved by the board of directors. The organizational charter shall contain the numbers, terms of office, and powers of committee members, as well as the meeting rules and resources to be provided by the company for exercise of power by the committee.
Article 28 | | | | |
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| Title | Corporate Governance Best Practice Principles | Number: ANS-M-A-P-049 | Version 1.8 | |
|---|---|---|---|---|
| Formulation Department | Management Department | Date of Amendment | March 11, 2025 | Page 11 of 19 |
| The Company has established an Audit Committee in accordance with the law. | ||||
| The audit committee shall be composed of the entire number of independent directors. It shall not be fewer than three persons in number, one of whom shall be convener, and at least one of whom shall have accounting or financial expertise. | ||||
| The exercise of power by audit committee and independent directors and related matters shall be set forth in accordance with the Securities and Exchange Act, the Regulations Governing the Exercise of Powers by Audit Committees of Public Companies, and the rules and regulations of the TWSE or TPEx. | ||||
| Article 28-1 | ||||
| The Company shall establish a remuneration committee, and it is advisable that more than half of the committee members be independent directors. The professional qualifications for the committee members, the exercise of their powers of office, the adoption of the organizational charter, and related matters shall be handled pursuant to the Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Stock Exchange or Traded Over the Counter. | ||||
| Article 28-2 | ||||
| The Company is advised to establish a nomination committee and its articles of association. It is advisable that a majority of the members of said committee be independent directors and an independent director be its chairperson | ||||
| Article 28-3 | ||||
| The Company is advised to establish and announce channels for internal and external whistleblowers and have whistleblower protection mechanisms in place. The unit that handles whistleblowers’ reporting shall be independent, provide encrypted protection for the files furnished by whistleblowers, and appropriately restrict access to such files. It shall also formulate internal procedures and incorporate those procedures into the company's internal control system for management purposes. | ||||
| Article 29 | ||||
| To improve the quality of its financial reports, the Company shall establish the position of deputy to its principal accounting officer. | ||||
| To enhance the professional abilities of the deputy accounting officer of the preceding paragraph, the deputy's continuing education shall proceed following the schedule of the principal accounting officer. | ||||
| Accounting personnel handling the preparation of financial reports shall also participate in relevant professional development courses for 6 hours or more each year. Those courses may be company internal training activities or may be professional courses offered by professional development institutions for principal accounting officers. | ||||
| The Company shall select as its external auditor a professional, responsible, and independent attesting CPA, who shall perform regular reviews of the financial conditions and internal control measures of the company. With regard to any irregularity or deficiency discovered and disclosed in a timely manner by the auditor during the review, and concrete measures for improvement or prevention suggested by the auditor, the company shall faithfully implement improvement actions. It is advisable that the company establish channels and mechanisms of communication between the independent directors, the supervisor or audit committee, and the attesting CPA, and to incorporate procedures for that purpose into the company's internal control system for |
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|---|---|---|---|---|
| Formulation Department | Management Department | Date of Amendment | March 11, 2025 | Page 12 of 19 |
management purposes.
The Company shall, based on Audit Quality Indicators (AQIs) as reference, evaluate the independence and suitability of the CPA engaged by the company regularly, and no less frequently than once annually. In the event that the company engages the same CPA without replacement for 7 years consecutively, or if the CPA is subject to disciplinary action or other circumstances prejudicial to the CPA's independence, the company shall evaluate the necessity of replacing the CPA and submit its conclusion to the board of directors.
Article 30
It is advisable that the Company engage a professional and competent legal counsel to provide adequate legal consultation services to the company, or to assist the directors, the Audit Committee and the management to improve their knowledge of the law, for the purposes of preventing any infraction of laws or regulations by the company or its staff and ensuring that corporate governance matters proceed pursuant to the relevant legal framework and the prescribed procedures.
When, as a result of performing their lawful duties, directors, Audit Committee or the management are involved in litigation or a dispute with shareholders, the company shall retain a legal counsel to provide assistance as circumstances require.
The audit committee or an independent director may retain the service of legal counsel, CPA, or other professionals on behalf of the company to conduct a necessary audit or provide consultation on matters in relation to the exercise of their power, at the expense of the company.
Section 4 Rules for the Proceedings and Decision-Making Procedures of Board Meetings
Article 31
The board of directors of the Company shall meet at least once every quarter, or convene at any time in case of emergency. To convene a board meeting, a meeting notice which specifies the purposes of the meeting shall be sent to each director and Audit Committee member no later than 7 days before the scheduled date. Sufficient meeting materials shall also be prepared and enclosed in the meeting notice. If the meeting materials are deemed inadequate, a director may ask the unit in charge to provide more information or request a postponement of the meeting with the consent of the board of directors.
The Company shall adopt rules of procedure for board meetings, which shall follow the Regulations Governing Procedure for Board of Directors Meetings of Public Companies with regard to the content of deliberations, procedures, matters to be recorded in the meeting minutes, public announcements, and other matters for compliance.
Article 32
Company directors shall exercise a high degree of self-discipline. If a director or a juristic person represented by the director is an interested party with respect to any proposal for a board meeting, the director shall state the important aspects of the interested party relationship at the meeting. When the relationship is likely to prejudice the interests of the company, the director may not participate in discussion or voting on that proposal and shall enter recusal during the discussion and voting. The director also may not act as another director's proxy to exercise voting rights on that matter.
Matters requiring the voluntary recusal of a director shall be clearly set forth in the rules of procedure for board meetings.
Article 33
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| Title | Corporate Governance Best Practice Principles | Number: ANS-M-A-P-049 | Version 1.8 | |
|---|---|---|---|---|
| Formulation Department | Management Department | Date of Amendment | March 11, 2025 | Page 13 of 19 |
| The Company’s independent directors shall personally attend Board meetings for matters that must be submitted to the Board of Directors as specified in Article 14-3 of the Securities and Exchange Act, and may not appoint non-independent directors as proxies. If an independent director objects to or expresses reservations about such a matter, it shall be recorded in the board meeting minutes; if an independent director intends to express an objection or reservation but is unable to attend the meeting in person, then unless there is a legitimate reason to do otherwise, that director shall issue a written opinion in advance, which shall be recorded in the board meeting minutes. In any of the following circumstances, decisions made by the board of directors shall be noted in the meeting minutes, and in addition, publicly announced and filed on the MOPS two hours before the beginning of trading hours on the first business day after the date of the board meeting: 1. An independent director has a dissenting or qualified opinion which is on record or stated in a written statement. 2. If matters are not passed by the Audit Committee, they may still be approved if more than two-thirds of all directors agree. During a board meeting, managers from relevant departments who are not directors may, in view of the meeting agenda, sit in at the meetings, make reports on the current business conditions of the company and respond to inquiries raised by the directors. Where necessary, a CPA, legal counsel, or other professional may be invited to sit in at the meetings to assist the directors in understanding the conditions of the company for the purpose of adopting an appropriate resolution, provided that they shall leave the meeting when deliberation or voting takes place. | ||||
| Article 34 | ||||
| Staff personnel of the Company attending board meetings shall collect and correctly record the meeting minutes in detail, as well as a summary, the method of resolution, and voting results of all the proposals submitted to the board meeting in accordance with relevant regulations. The minutes of the board of directors meetings shall be signed by the chairperson and secretary of the meeting and sent to each director and Audit Committee member within 20 days after the meeting. The director attendance records shall be made part of the meeting minutes, treated as important corporate records, and kept safe permanently during the life of the company. Meeting minutes may be produced, distributed, and preserved by electronic means. A company shall record on audio or video tape the entire proceedings of a board of directors meeting and preserve the recordings for at least 5 years, in electronic form or otherwise. If before the end of the preservation period referred to in the preceding paragraph a lawsuit arises with respect to a resolution of a board of directors meeting, the relevant audio or video recordings shall be preserved for a further period, in which case the preceding paragraph does not apply. Where a board of directors meeting is held via teleconference or video conference, the audio or video recordings of the meeting form a part of the meeting minutes and shall be preserved permanently. When a resolution of the board of directors violates laws, regulations, the articles of incorporation, or resolutions adopted in the shareholders meeting, and thus causes an injury to the company, dissenting directors whose dissent can be proven by minutes or written statements will not be liable for damages. | ||||
| Article 35 |
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| Title | Corporate Governance Best Practice Principles | Number: ANS-M-A-P-049 | Version 1.8 | |
|---|---|---|---|---|
| Formulation Department | Management Department | Date of Amendment | March 11, 2025 | Page 14 of 19 |
| The Company shall submit the following matters to its board of directors for discussion: 1. Corporate business plans. 2. Annual and semi-annual financial reports, with the exception of semi-annual financial reports which, under relevant laws and regulations, need not be audited and attested by a certified public accountant (CPA). 3. Adoption or amendment to an internal control system pursuant to Article 14-1 of the Securities and Exchange Act, and evaluation of effectiveness of an internal control system. 4. Adoption or amendment, pursuant to Article 36-1 of the Securities and Exchange Act, to the handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, extension of monetary loans to others, and endorsements or guarantees for others. 5. The offering, issuance, or private placement of any equity-type securities. 6. The performance assessment and the standard of remuneration of the managerial officers. 7. The structure and system of director's remuneration. 8. The appointment or discharge of a financial, accounting, or internal auditing officer. 9. A donation to a related party or a major donation to a non-related party, provided that a public-interest donation of disaster relief that is made for a major natural disaster may be submitted to the following board of directors’ meeting for retro-active recognition. 10. Any matter required by Article 14-3 of the Securities and Exchange Act or any other law, regulation, or bylaw to be approved by resolution at a shareholders meeting or to be approved by resolution at a meeting of the board of directors, or any such significant matter as may be prescribed by the competent authority. Except for matters that must be submitted to the board of directors for discussion under the preceding paragraph, when the board of directors is in recess, it may delegate the exercise of its power to others in accordance with law, regulations, or its articles of incorporation. However, the level of delegation or the content or matters to be delegated shall be clearly specified, and general authorization is not permitted. Article 36 The Company shall ask the appropriate corporate department or personnel to execute matters pursuant to board of directors' resolutions in a manner consistent with the planned schedule and objectives. It shall also follow up on those matters and faithfully review their implementation. The board of directors shall remain informed of the progress of implementation and receive reports in subsequent meetings to ensure the actual implementation of the board's management decisions. | ||||
| Section 5 Fiduciary Duty, Duty of Care and Responsibility of Directors Article 37 Members of the board of directors shall faithfully conduct corporate affairs and perform the duty of care of a good administrator. In conducting the affairs of the company, they shall exercise their powers with a high level of self-discipline and prudence. Unless matters are otherwise reserved by law for approval in shareholders meetings or in the articles of incorporation, they shall ensure that all matters are handled according to the resolutions of board of directors. |
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| Title | Corporate Governance Best Practice Principles | Number: ANS-M-A-P-049 | Version 1.8 | |
|---|---|---|---|---|
| Formulation Department | Management Department | Date of Amendment | March 11, 2025 | Page 15 of 19 |
| It is advisable that the Company formulate rules and procedures for board of directors performance assessments. Each year, in respect of the board of directors and individual directors, it shall conduct regularly scheduled performance assessments through self-assessments or peer-to-peer assessments, and may also do so through outside professional institutions or in any other appropriate manner. A performance assessment of the board of directors shall include the following aspects, and appropriate assessment indicators shall be developed in consideration of the company's needs: | ||||
| 1. Their degree of participation in the company's operations. | ||||
| 2. Improvement in the quality of decision making by the board of directors. | ||||
| 3. The composition and structure of the board of directors. | ||||
| 4. The election of the directors and their continuing professional education. | ||||
| 5. Internal controls. | ||||
| The performance assessments of board members (self-assessments or peer-to-peer assessments) shall include the following aspects, with appropriate adjustments made on the basis of the company's needs: | ||||
| 1. Their grasp of the company's goals and missions. | ||||
| 2. Their recognition of director's duties. | ||||
| 3. Their degree of participation in the company's operations. | ||||
| 4. Their management of internal relationships and communication. | ||||
| 5. Their professionalism and continuing professional education. | ||||
| 6. Internal controls. | ||||
| It is advisable that the Company conduct performance assessments of a functional committee, covering the following aspects, with appropriate adjustments made on the basis of the company's needs: | ||||
| 1. Their degree of participation in the company's operations. | ||||
| 2. Their recognition of the duties of the functional committee. | ||||
| 3. Improvement in the quality of decision making by the functional committee. | ||||
| 4. The composition of the functional committee, and election and appointment of committee members. | ||||
| 5. Internal controls. | ||||
| The Company is advised to submit the results of performance assessments to the board of directors and use them as reference in determining compensation for individual directors, their nomination and additional office term. | ||||
| Article 37-1 | ||||
| It is advisable for the Company to establish a succession plan for the management. The development and implementation of such plan shall be periodically evaluated by the board of directors to ensure sustainable operation. | ||||
| Article 37-2 | ||||
| The board of directors is advised to evaluate and monitor the following aspects of the Company’s |
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| Title | Corporate Governance Best Practice Principles | Number: ANS-M-A-P-049 | Version 1.8 | |
|---|---|---|---|---|
| Formulation Department | Management Department | Date of Amendment | March 11, 2025 | Page 16 of 19 |
| direction of operation and performance in connection with intellectual properties, to ensure the company develops an intellectual property regulatory system in accordance with the Plan-Do-Check-Act cycle: 1. Formulate intellectual property regulatory policies, objectives and systems that are slightly associated with the operational strategies. 2. Develop, implement and maintain on the basis of scale and form its regulatory systems governing the procurement, protection, maintenance and utilization of intellectual properties. 3. Identify and provide the necessary resources sufficient to ensure effective implementation and maintenance of the intellectual property regulatory system. 4. Observe internally and externally the risks and opportunities that intellectual property regulation may present and adopt corresponding measures. 5. Plan for and implement a continuous improvement mechanism to ensure the operation and effects of the intellectual property regulatory regime meet the company’s expectations. | ||||
| Article 38 If a resolution of the board of directors violates law, regulations or the company's articles of incorporation, then at the request of shareholders holding shares continuously for a year or an independent director, or at the notice of Audit Committee member to discontinue the implementation of the resolution, members of the board shall take appropriate measures or discontinue the implementation of such resolution as soon as possible. Upon discovering a likelihood that the company would suffer material injury, members of the board of directors shall immediately report to the audit committee, an independent director member of the audit committee, in accordance with the foregoing paragraph. | ||||
| Article 39 The Company shall take out directors liability insurance with respect to liabilities resulting from exercising their duties during their terms of occupancy so as to reduce and spread the risk of material harm to the company and shareholders arising from the wrongdoings or negligence of a director. The Company shall report the insured amount, coverage, premium rate, and other major contents of the liability insurance it has taken out or renewed for directors, at the next board meeting. | ||||
| Article 40 Members of the board of directors are advised to participate in training courses on finance, risk management, business, commerce, accounting, law or corporate social responsibility offered by institutions designated in the Rules Governing Implementation of Continuing Education for Directors and Supervisors of TWSE/TPEx Listed Companies, which cover subjects relating to corporate governance upon becoming directors and throughout their terms of occupancy. They shall also ensure that company employees at all levels will enhance their professionalism and knowledge of the law. | ||||
| Chapter 4 Respecting Stakeholders' Rights | ||||
| Article 41 The Company shall maintain channels of communication with its banks, other creditors, employees, consumers, suppliers, community, or other stakeholders of the company, respect and |
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Macnica Anstek Inc.
| Title | Corporate Governance Best Practice Principles | Number: ANS-M-A-P-049 | Version 1.8 | |
|---|---|---|---|---|
| Formulation Department | Management Department | Date of Amendment | March 11, 2025 | Page 17 of 19 |
safeguard their legal rights and interests, and designate a stakeholders section on its website.
When any of a stakeholder's legal rights or interests is harmed, the company shall handle the matter in a proper manner and in good faith.
Article 42
The Company shall provide sufficient information to banks and its other creditors to facilitate their evaluation of the operational and financial conditions of the company and its decision-making process. When any of their legal rights or interest is harmed, the company shall respond with a responsible attitude and assist creditors in obtaining compensation through proper means.
Article 43
The Company shall establish channels of communication with employees and encourage employees to communicate directly with the management, directors, or Audit Committee member so as to reflect employees' opinions about the management, financial conditions, and material decisions of the company concerning employee welfare.
Article 44
In developing its normal business and maximizing the shareholders' interest, the Company shall pay attention to consumers' interests, environmental protection of the community, and public interest issues, and shall give serious regard to the company's social responsibility.
Chapter 5 Improving Information Transparency
Section 1 Enhancing Information Disclosure
Article 45
Disclosure of information is a major responsibility of the Company. The Company shall perform its obligations faithfully in accordance with the relevant laws and the related TWSE and TPEx rules.
The Company is advised to publish and report its annual financial report within two months after the end of a fiscal year, and publish and report its financial reports for the first, second and third quarters as well as its operating status for each month before the specified deadline.
The Company shall establish an Internet-based reporting system for public information, appoint personnel responsible for gathering and disclosing the information, and establish a spokesperson system so as to ensure the proper and timely disclosure of information about policies that might affect the decisions of shareholders and stakeholders.
Article 46
In order to enhance the accuracy and timeliness of the material information disclosed, the Company shall appoint a spokesperson and acting spokesperson(s) who understand thoroughly the company's financial and business conditions and who are capable of coordinating among departments for gathering relevant information and representing the company in making statements independently.
The Company shall appoint one or more acting spokespersons who shall represent the company, when the spokesperson cannot perform his/her duties, in making statements independently, provided that the order of authority is established to avoid any confusion.
In order to implement the spokesperson system, the Company shall unify the process of making external statements. It shall require the management and employees to maintain the
Macnica Anstek Inc.
| Title | Corporate Governance Best Practice Principles | Number: ANS-M-A-P-049 | Version 1.8 | |
|---|---|---|---|---|
| Formulation Department | Management Department | Date of Amendment | March 11, 2025 | Page 18 of 19 |
| confidentiality of financial and operational secrets and prohibit their disclosure of any such information at will. | ||||
| The company shall disclose the relevant information immediately whenever there is any change to the position of a spokesperson or acting spokesperson. | ||||
| Article 47 | ||||
| In order to keep shareholders and stakeholders fully informed, the Company shall utilize the convenience of the Internet and set up a website containing the information regarding the company's finances, operations, and corporate governance. It is also advisable for the company to furnish the financial, corporate governance, and other relevant information in English. | ||||
| To avoid misleading information, the aforesaid website shall be maintained by specified personnel, and the recorded information shall be accurate, detailed and updated on a timely basis. | ||||
| Article 48 | ||||
| The Company shall hold an investor conference in compliance with the regulations of the TWSE and TPEx, and shall keep an audio or video record of the meeting. The financial and business information disclosed in the investor conference shall be disclosed on the Market Observation Post System and provided for inquiry through the website established by the company, or through other channels, in accordance with the TWSE or TPEx rules. | ||||
| Section 2 Disclosure of Information on Corporate Governance | ||||
| Article 49 | ||||
| The Company shall dedicate a space on its website to disclose and update from time to time the following information regarding corporate governance: | ||||
| 1. Board of directors: such as resumes and authorities and responsibilities of board members, board member diversification policy and the implementation thereof. | ||||
| 2. Functional committees: such as resumes and authorities and responsibilities of members of each functional committee. | ||||
| 3. Corporate governance bylaws: such as articles of incorporation, procedure of board of directors meetings, charter of each functional committee, and other relevant corporate governance bylaws. | ||||
| 4. Important corporate governance information: such as information of establishment of corporate governance executive officers. | ||||
| Chapter 6 Supplementary Provisions | ||||
| Article 50 | ||||
| The Company shall at all times monitor domestic and international developments in corporate governance as a basis for review and improvement of the company's own corporate governance mechanisms, so as to enhance their effectiveness. | ||||
| Article 51 | ||||
| 1. The Principles shall be enacted after approval by the Board of Directors. The same applies to amendments. |
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Macnica Anstek Inc.
| Title | Corporate Governance Best Practice Principles | Number: ANS-M-A-P-049 | Version 1.8 | |
|---|---|---|---|---|
| Formulation Department | Management Department | Date of Amendment | March 11, 2025 | Page 19 of 19 |
| 2. The Principles were implemented after approval by the Board of Directors on June 13, 2013. | ||||
| The 1st amendments were made on June 2, 2015. | ||||
| The 2nd amendments were made on November 8, 2018. | ||||
| The 3rd amendments were made on December 23, 2018. | ||||
| The 4th amendments were made on March 17, 2020. | ||||
| The 5th amendments were made on March 8, 2022. | ||||
| The 6th amendments were made on March 6, 2023. | ||||
| The 7th amendments were made on March 11, 2025. |
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Appendices
Appendix 1
Macnica Anstek Inc.
Articles of Incorporation
Chapter 1 General Principles
Article 1 The Company was incorporated in accordance with the Company Act, and its name was Macnica Anstek Inc.
Article 2 The Company's industry classifications are:
(1) CC01060 Wired Communication Mechanical Equipment Manufacturing.
(2) CC01070 Wireless Communication Mechanical Equipment Manufacturing.
(3) CC01080 Electronics Components Manufacturing.
(4) CC01120 Data Storage Media Manufacturing and Duplicating.
(5) E605010 Computer Equipment Installation.
(6) F113050 Wholesale of Computers and Clerical Machinery Equipment.
(7) F113070 Wholesale of Telecommunication Apparatus.
(8) F119010 Wholesale of Electronic Materials.
(9) I301010 Information Software Services.
(10) F118010 Wholesale of Computer Software.
(11) ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.
Article 3 The Company's headquarters is in New Taipei City. The Board of Directors may resolve to set up domestic and foreign branches as necessary.
Article 4 The total amount of the Company's reinvestment is not subject to the restriction on reinvestment under Article 13 of the Company Act that the reinvestment shall not exceed 40% of the paid-in capital.
Chapter 2 Shares
Article 5 The Company's authorized capital is NTD 800 million, divided into 80 million shares, all of which are common shares at NTD 10 per share. The board of directors is authorized to issue the unissued shares in installments.
Article 5-1 The Company may, with the consent of shareholders representing more than half of the total number of issued shares at a shareholders' meeting attended by more than two-thirds of the voting rights of the attending shareholders, sell shares at a price lower than the average price of employee stock warrants.
Article 6 The Company may be exempted from printing any share certificate for the shares issued, but shall register the issued shares with a centralized securities depository enterprise.
Article 7 Share transfer registration is suspended during the period of 60 days before a general shareholders' meeting, 30 days before a special shareholders' meeting or 5 days before the record date for the distribution of dividend, bonus or other benefit determined by the Company.
Chapter 3 Shareholder Meeting
Article 8 There shall be two types of shareholders' meetings, regular and extraordinary. The regular shareholders' meeting shall be held once a year, within six months after the end of each fiscal year. The extraordinary meeting is convened in accordance with relevant laws and regulations when necessary.
When the Company convenes a shareholders' meeting, electronic voting is one of the channels for exercising voting rights, and the voting method shall be specified in the notice of shareholders' meeting. Shareholders who cast their votes by electronic means shall be deemed to have attended the meeting in person.
Article 9 The shareholders' meeting shall be convened by the Board of Directors, with the Chairman serving as the chairperson. In the Chairman's absence, the Vice Chairman shall act as deputy. When both the Chairman and Vice Chairman are absent, the Chairman shall designate one director to act on his behalf. If no designation is made, the directors shall elect one from among themselves to act as chairperson. When the meeting is convened by any other person with convening rights other than the Board of Directors, such convener shall serve as the chairperson. If there are two or more conveners, they shall elect one from among themselves to serve as chairperson.
Article 10 When a shareholder is unable to attend the shareholders meeting for any reason, he or she may execute a power of attorney issued by the company, to appoint a proxy to attend the shareholders meeting. With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed three percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.
The shareholders' meeting of the Company can be held by means of visual communication network or other methods promulgated by the central competent authority.
In case a shareholders' meeting is proceeded via visual communication network, the shareholders taking part in such a visual communication meeting shall be deemed to have attended the meeting in person.
Article 11 Unless otherwise regulated by the laws, each shareholder of the Company is entitled to one vote per share.
Article 12 The resolution of the shareholders meeting, unless otherwise regulated by laws, shall be attended by the shareholders representing more than half of the total number of issued shares in person or by proxy, and approved by more than two-thirds of voting rights of the attending shareholders.
Article 13 Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting.
The minutes of meeting in the preceding paragraph should be prepared and distributed in accordance with the Article 183 of the Company Act.
Where a shareholders meeting is held by videoconference, the audio or video documentation of the meeting constitutes part of the meeting minutes and shall be retained for the duration of the existence of the Company.
Article 13-1 The suspension of the Company's public offering shall be resolved by the shareholders' meeting, and this provision remains unchanged during the emerging stock market and the listing period.
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Chapter 4 Directors, Audit Committee, and Managerial Officers
Article 14
The Company's board of directors consists of 7 to 9 directors. The candidate nomination system is adopted for the election of directors. The shareholders' meeting elects directors from the candidate list for a term of three years. Unless otherwise specified by law, they may be eligible for re-election.
The total shareholding of all directors shall be governed by the regulations of the competent securities authority.
Article 14-1
The Company may set up functional special committees such as audit and remuneration. The Audit Committee shall be composed of all Independent Directors with at least three members, of which one shall be the convener, and at least one member shall have financial or accounting expertise and shall be responsible for the implementation of the Company Act, Securities The role of supervisors defined in the Exchange Act, other applicable laws and regulations, and the Company's supervisor duties, as well as the professional qualifications, shareholding, concurrent position restrictions, nomination and election methods of independent directors, and other compliance matters for independent directors shall be handled in accordance with the relevant regulations of the securities competent authority; Committee members shall be appointed by the Board of Directors upon resolution of the Board of Directors, with the participation of at least one Independent Director. An Independent Director shall be elected by all members to serve as the convener and chair of the meeting. Specialized functional committees shall be responsible to the Board of Directors and shall refer the proposals to the Board of Directors for resolution. The exercise of power and the compliance matters are handled in accordance with the relevant laws and regulations and the Company's regulations.
Article 15
The business operations of a company shall be executed pursuant to the resolutions adopted by the board of directors, except for matters the execution of which shall be effected pursuant to the resolutions of the shareholders' meeting as required by the Company Act or the company's articles of incorporation, including but not limited to the following:
- Approval of important procedures, rules, and contracts.
- Prepare the business plan.
- Review of budgets and final statements.
- Appointment and dismissal of the Company's managerial officers.
- Proposal for distribution of earnings or covering of losses.
- Proposal for capital increase or decrease.
- Report to the Audit Committee of any material damage to the Company.
- Reviewing the investments and operations of domestic and foreign enterprises.
Article 16
When one-third of the seats on Board become vacant or all independent directors are removed, the Board of Directors should call an extraordinary shareholders meeting within 60 days. The elected directors should serve the office only for the remaining term.
Article 17
During the Board of Directors' meeting, one chairman and one vice chairman shall be elected from among the directors with the attendance of more than two-thirds of the directors and the consents of more than half of the attending directors. The chairman represents the Company externally. If the Chairman is on leave or unable to exercise his power, the acting person should be subject to Article 208 of the Company Act.
Article 17-1
During the term of office, the Company may authorize the Board of Directors to purchase liability insurance with full authority over their responsibilities within the scope of their duties for the Company.
Article 18
Unless otherwise provided in the Company Act, the Board of Directors shall be convened by the Chairman. Unless otherwise provided in the Company Act and other applicable laws and regulations, resolutions of the board of directors shall be approved with the attendance of a
47
majority of the directors and the consent of a majority of the directors present at the meeting.
Article 18-1 The Board of Directors is authorized to authorize the Board of Directors to determine the standard of remuneration to be paid by the Company for executing the Company's operations, irrespective of the profit or loss of the Company's operations, in accordance with the level of participation and value of the contributions made to the Company's operations, and after taking into consideration the standards of the industry in the same industry.
In addition to the remuneration distributed to directors in accordance with Article 23 of the Articles of Incorporation, directors who hold positions in the Company are entitled to a monthly salary based on the salary level of managers in the same industry.
Article 19 Any director who cannot attend a board meeting may designate another director to attend the meeting on his/her behalf. However, a director shall represent no more than one other director in attending a board meeting. In a Board meeting is held by video conference, the directors who participate in the video conference shall be deemed to have attended the meeting in person.
Article 19-1 For the convening of the Board of Directors' meeting of the Company, the reasons shall be stated and all directors shall be notified within the time limit prescribed by the competent authority of securities.
The convening of the board of directors of the Company may be notified in writing, by e-mail or fax.
Article 20 Deleted.
Article 21 The Company may appoint a number of managerial officers, including the President, Vice Presidents, and Assistant Vice Presidents, to appoint and dismiss them in accordance with Article 29 of the Company Act.
Chapter 5 Accounting
Article 22 The board of directors shall prepare the following reports for the ratification of the regular shareholders meeting at the end of each fiscal year.
- Business report;
- Financial statements; and
- Proposal for allocation of profits or compensation of losses.
Article 23 Where the Company makes a profit for a fiscal year, it shall provide 7.5% to 11.5% of the balance for employee remuneration, and the Board of Directors shall resolve a decision to pay it out in stock or cash; not higher than 2.5% of the balance shall be provided for directors' remuneration. The employee remuneration and directors' remuneration distribution proposal shall be reported to the shareholders' meeting.
Of the employee compensation amount in the preceding paragraph, no less than five percent shall be distributed to basic-level employees.
However, if the Company still has a cumulative deficit, it shall reserve an amount for offsetting the deficit in advance and then provide employee remuneration and directors' remuneration at the percentages in the preceding two paragraphs.
The Company's employee treasury shares, new shares subscribed for by employees, restricted stock awards, and employee remuneration, may apply to employees at the controlling company or subsidiaries who meet certain criteria.
Article 24 Where the Company makes a profit for a fiscal year, the profit shall be first used for paying taxes, offsetting a cumulative deficit, providing 10% of the remaining profit as a legal reserve unless it has reached the total amount of the Company's paid-in capital, providing an amount for or reversing a special reserve in accordance with laws and regulations, and then any
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remaining profit, together with any undistributed retained earnings, shall be adopted by the Company's Board of Directors as the basis for making a distribution proposal (not lower than 10% of the year's cumulative distributable earnings), which shall then be submitted to the shareholders' meeting for a resolution before the distribution of the shareholder dividends.
When the Company provides a special reserve as per law, regarding the shortfall of the "net increase in the fair value of investment property accumulated in the prior period" and the "net deduction of other equity interests accumulated in the prior period," the same amounts of special reserves shall be provided from the undistributed earnings of the prior period. If there is still a shortfall, a special reserve shall be provided from the amount of the current period's after-tax net income, plus the amounts other than the current period's after-tax net income, added to the current undistributed earnings.
Where the dividends or dividends from the legal reserves and the capital surplus referred to in the first paragraph are paid out in cash, the Board of Directors may be delegated to carry it out, with a resolution adopted by more than half of the directors present at a board meeting attended by more than two-thirds of all directors and report to the shareholders' meeting.
As the business environment where the Company is located is stable and growing, based on the future business expansion and investment plans, we may pay out dividends in two ways: capitalization of earnings and cash dividends. Cash dividends to be paid out shall not be lower than 20% of the total dividends to be paid out. However, if the cash dividend per share is NTD 0.2 or lower, it may not be paid out, and the payout may be carried out with stock dividends instead. It shall be then submitted to the shareholders' meeting for resolution.
Chapter 6 Supplementary Provisions
Article 25 Matters not specified in these Articles of Incorporation, if any, shall be duly handled in accordance with the Company Act, laws and relevant regulations.
Article 26 These Articles of Incorporation were made on December 20, 2000 by the promoters' meeting with the consent of all the promoters. The 1st amendments were made on February 15, 2001. The 2nd amendments were made on April 14, 2003. The 3rd amendments were made on June 10, 2004. The 4th amendments were made on June 22, 2005. The 5th amendments were made on December 6, 2006. The 6th amendments were made on June 17, 2008. The 7th amendments were made on May 12, 2009. The 8th amendments were made on June 14, 2010. The 9th amendments were made on June 9, 2011. The 10th amendments were made on June 6, 2012. The 11th amendments were made on June 2, 2016. The 12th amendments were made on June 24, 2019. The 13th amendments were made on May 25, 2022. The 14th amendments were made on May 31, 2024. The 15th amendments were made on May 28, 2025.
Macnica Anstek Inc.
Chairman: Wu, Wei-Kuo
Macnica Anstek Inc.
Appendix 2
| Title | Rules of Procedure for Shareholders Meetings | Number: ANS-M-A-P-006 | Version 1.9 | |
|---|---|---|---|---|
| Formulation Department | Management Department | Date of Amendment | May 28, 2025 | Page 1 of 12 |
Article 1
The rules of procedures for the Company's shareholders meetings, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in these Rules.
Article 2
Unless otherwise provided by law or regulation, the Company's shareholders meetings shall be convened by the board of directors.
When the Company convenes a virtual shareholders’ meeting, unless otherwise provided in the Regulations Governing the Administration of Shareholder Services of Public Companies, it shall be specified in the Articles of Incorporation and resolved by the Board of Directors. The virtual shareholders’ meeting shall be implemented by a resolution of the Board of Directors with the attendance of at least two-thirds of all directors and the consent of a majority of the directors present.
Changes to the Company’s shareholders’ meeting format shall be resolved by the Board of Directors and made no later than before the dispatch of the shareholders’ meeting notice.
The Company shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a special shareholders meeting. The handbook and supplementary information for the shareholders’ meeting shall be compiled into an electronic file and uploaded to the MOPS at least 21 days prior to an annual general shareholders’ meeting or at least 15 days prior to a special shareholders’ meeting. However, if the Company’s paid-in capital exceeds NT$10 billion at the end of the most recent fiscal year, or if the combined shareholding ratio of foreign investors and Chinese investors as recorded in the shareholders’ register is 30% or higher at the annual general shareholders’ meeting of the most recent fiscal year, the aforementioned electronic files shall be uploaded to MOPS at least 30 days prior to the annual general shareholders’ meeting. In addition, before 15 days before the date of the shareholders meeting, the Company shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at the Company and the professional shareholder services agent designated.
For the shareholders’ meeting handbook and supplementary information mentioned in the preceding paragraph, the Company shall make them available for shareholders’ reference on the day of the shareholders’ meeting in the following manner:
- When a physical shareholders’ meeting is convened, the materials shall be distributed at the shareholders’ meeting venue.
- When a video-aided shareholders’ meeting is convened, the materials shall be distributed at the shareholders’ meeting venue, and electronically sent to the video conference platform.
- When a video shareholders’ meeting is convened, the materials shall be electronically sent to the video conference platform.
The reasons for convening a shareholders meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in
Macnica Anstek Inc.
| Title | Rules of Procedure for Shareholders Meetings | Number: ANS-M-A-P-006 | Version 1.9 | |
|---|---|---|---|---|
| Formulation Department | Management Department | Date of Amendment | May 28, 2025 | Page 2 of 12 |
electronic form.
Election or dismissal of directors, amendments to the articles of incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 of the Company Act, Articles 26-1 and 43-6 of the Securities Exchange Act, Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out and the essential contents explained in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extraordinary motion.
Where re-election of all directors as well as their inauguration date is stated in the notice of the reasons for convening the shareholders meeting, after the completion of the re-election in said meeting such inauguration date may not be altered by any extraordinary motion or otherwise in the same meeting.
A shareholder holding one percent or more of the total number of issued shares may submit to the Company a proposal for discussion at a regular shareholders meeting. The number of items so proposed is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. When the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda. A shareholder may propose a recommendation for urging the corporation to promote public interests or fulfill its social responsibilities, provided procedurally the number of items so proposed is limited only to one in accordance with Article 172-1 of the Company Act, and no proposal containing more than one item will be included in the meeting agenda.
Prior to the book closure date before a regular shareholders meeting is held, the Company shall publicly announce its acceptance of shareholder proposals in writing or electronically, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.
A proposal submitted by shareholders must not exceed 300 Chinese characters. Any proposal containing more than 300 Chinese characters will not be included in the agenda. A shareholder who has submitted a proposal must attend the regular shareholders' meeting in person or by proxy and participate in the discussion of his or her proposal.
The Company shall notify the shareholder submitting the proposal of the status of his or her proposal before the date when the notice of the shareholders' meeting is sent, and include the proposals that have met the requirements in this article in the meeting notice. The Board shall provide reasons for not including a shareholder's proposal in the agenda at the shareholders' meeting.
Article 3
For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the Company and stating the scope of the proxy's authorization.
A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting, and shall deliver the proxy form to the Company before five days before the date of the shareholders meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment.
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Macnica Anstek Inc.
| Title | Rules of Procedure for Shareholders Meetings | Number: ANS-M-A-P-006 | Version 1.9 | |
|---|---|---|---|---|
| Formulation Department | Management Department | Date of Amendment | May 28, 2025 | Page 3 of 12 |
| After a proxy form has been delivered to the Company, if a shareholder wishes to attend the shareholders’ meeting in person or exercise voting rights in writing or electronically, the shareholder shall notify the Company in writing to revoke the proxy appointment at least two days prior to the shareholders’ meeting. If the revocation is made after this deadline, the voting rights exercised by the proxy shall prevail. |
If, after the Company has received a proxy form, a shareholder who has sent the proxy form decides to attend the shareholders’ meeting via video, he or she must issue a written notice to revoke the authorization to the Company at least two days before the shareholders’ meeting. If the revocation is not provided within the specified time limit, the exercise of voting rights by the proxy attending the meeting shall prevail. | | | | |
| Article 4
The venue for a shareholders meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.
When the Company convenes a virtual shareholders’ meeting, it is not subject to the restrictions on the meeting venue specified in the preceding paragraph. | | | | |
| Article 5
The Company shall specify in the meeting notice the time for shareholders, solicitors, and proxies (hereinafter referred to as “shareholders”) to register for attendance, the location of the registration desk, and other matters requiring attention.
The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations. The shareholders’ meeting video conference shall accept registration on the video conference platform thirty minutes before the start of the meeting. Shareholders who complete the registration shall be deemed to attend the shareholders’ meeting in person.
Shareholders shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. The Company may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.
The Company shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.
The Company shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors, pre-printed ballots shall also be furnished.
When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.
Shareholders who wish to attend the shareholders’ meeting via video conference shall register with the Company two days before the meeting.
When a shareholders’ meeting is held via video conference, the Company shall upload the meeting handbook, annual report, and other relevant materials to the shareholders’ meeting | | | | |
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Macnica Anstek Inc.
| Title | Rules of Procedure for Shareholders Meetings | Number: ANS-M-A-P-006 | Version 1.9 | |
|---|---|---|---|---|
| Formulation Department | Management Department | Date of Amendment | May 28, 2025 | Page 4 of 12 |
video conference platform at least thirty minutes before the start of the meeting and continue to disclose them until the end of the meeting.
Article 6
When the Company convenes a shareholders’ meeting via video conference, the following matters shall be specified in the notice of the shareholders’ meeting:
- The method for shareholders to participate in the video conference and exercise their rights.
- The handling method in case of natural disasters, incidents, or other force majeure events that cause disruptions to the video conference platform or video participation, including at least the following matters:
(1) The duration and date in case the aforementioned disruption continues and cannot be resolved, necessitating the postponement or continuation of the meeting.
(2) Shareholders who have not registered to participate in the original shareholders’ meeting by video conference may not participate in postponed or continued meetings.
(3) When convening a video-assisted shareholders’ meeting, if the video conference cannot be continued and, after deducting the attendance shares of shareholders participating by video conference, the total number of attendance shares still meets the legal quorum for the shareholders’ meeting, the meeting should continue. For shareholders participating by video conference, their shares should be counted in the total number of shares present; however, regarding all proposals of that shareholders' meeting, they shall be deemed to have abstained.
(4) In the event that all agenda items have been announced with results, and there is no move to conduct extraordinary motions, the handling method.
- When convening a video shareholders’ meeting, the company shall specify appropriate alternative measures provided to shareholders who have difficulty participating in the meeting via video conference. Except for the circumstances stipulated in Article 44-9, Paragraph 6 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the company shall at least provide shareholders with connection equipment and necessary assistance, and specify the period during which shareholders may apply to the company and other relevant matters requiring attention.
Article 7
If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the vice chairperson shall act in place of the chairperson; if there is no vice chairperson or the vice chairperson also is on leave or for any reason unable to exercise the powers of the vice chairperson, the chairperson shall appoint one of the managing directors to act as chair, or, if there are no managing directors, one of the directors shall be appointed to act as chair. Where the chairperson does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chair.
When a managing director or a director serves as chair, as referred to in the preceding paragraph, the managing director or director shall be one who has held that position for six months or more and who understands the financial and business conditions of the company. The same shall be true for a representative of a juristic person director that serves as chair.
Macnica Anstek Inc.
| Title | Rules of Procedure for Shareholders Meetings | Number: ANS-M-A-P-006 | Version 1.9 | |
|---|---|---|---|---|
| Formulation Department | Management Department | Date of Amendment | May 28, 2025 | Page 5 of 12 |
| It is advisable that shareholders meetings convened by the board of directors be chaired by the chairperson of the board in person and attended by a majority of the directors, at least one audit committee member in person, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes. |
If a shareholders meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.
The Company may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders meeting in a non-voting capacity. | | | | |
| Article 8
The Company, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures.
The recorded materials of the preceding paragraph shall be retained for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
For shareholders’ meetings conducted via video conference, the Company shall record and preserve data regarding shareholders’ registration, sign-in, attendance, questions, voting, and vote counting results, and shall maintain continuous and uninterrupted audio and video recordings of the entire video conference.
The Company shall properly preserve the aforementioned data and audio/video recordings throughout its period of existence, and shall provide the audio/video recordings to the party entrusted with handling video conference affairs for preservation.
For shareholders’ meetings conducted via video conference, the Company should record and videotape the backend operating interface of the video conference platform. | | | | |
| Article 9
Attendance at shareholders meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated based on the signature book or submitted attendance cards, the number of check-ins on the video conference platform, plus the number of shares exercising voting rights in writing or by electronic means.
The chair shall call the meeting to order at the meeting time and at the same time announce the number of non-voting shares and the number of shares present and other related information.
However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one-third of the total number of issued shares, the chair shall declare the meeting adjourned. For shareholders’ meetings conducted via video conference, the Company shall also announce the adjournment of the meeting on the shareholders’ meeting video conference platform.
If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one-third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, Paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders’ | | | | |
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| Title | Rules of Procedure for Shareholders Meetings | Number: ANS-M-A-P-006 | Version 1.9 | |
|---|---|---|---|---|
| Formulation Department | Management Department | Date of Amendment | May 28, 2025 | Page 6 of 12 |
meeting shall be convened within one month. For shareholders' meetings held via video conference, if shareholders wish to attend via video, they should re-register with the Company in accordance with Article 6.
When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Company Act.
Article 10
If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. Votes shall be cast on each separate proposal in the agenda (including extraordinary motions and amendments to the original proposals set out in the agenda). The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting.
The provisions of the preceding paragraph apply mutatis mutandis to a shareholders meeting convened by a party with the power to convene that is not the board of directors.
The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.
The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote, and schedule sufficient time for voting.
Article 11
Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.
A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.
Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.
When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.
When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak on the same proposal.
After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
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Macnica Anstek Inc.
| Title | Rules of Procedure for Shareholders Meetings | Number: ANS-M-A-P-006 | Version 1.9 | |
|---|---|---|---|---|
| Formulation Department | Management Department | Date of Amendment | May 28, 2025 | Page 7 of 12 |
| For shareholders’ meetings conducted via video conference, shareholders participating by video may submit questions in text form through the shareholders’ meeting video conference platform after the chairperson declares the meeting open and before announcing the adjournment. Questions for each agenda item are limited to two times, with each submission not exceeding 200 characters. Paragraphs 1 through 5 do not apply to such questions. | ||||
| If questions in the preceding paragraph do not violate regulations or exceed the scope of the agenda items, such questions should be disclosed on the shareholders’ meeting video conference platform for general information. | ||||
| Article 12 | ||||
| Voting at a shareholders meeting shall be calculated based the number of shares. | ||||
| With respect to resolutions of shareholders meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares. | ||||
| When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of the Company, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder. | ||||
| The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders. | ||||
| With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed three percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation. | ||||
| Article 13 | ||||
| A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act. | ||||
| When the Company holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that the Company avoid the submission of extraordinary motions and amendments to original proposals. | ||||
| A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Company before two days before the date of the shareholders meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except for a declaration to revoke a prior expression of intent. | ||||
| Shareholders who have exercised their voting rights in writing or by electronic means and who wish to attend the shareholders’ meeting in person or by video conference shall revoke their previous exercise of voting rights by the same method of exercising voting rights two |
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| Title | Rules of Procedure for Shareholders Meetings | Number: ANS-M-A-P-006 | Version 1.9 | |
|---|---|---|---|---|
| Formulation Department | Management Department | Date of Amendment | May 28, 2025 | Page 8 of 12 |
| days prior to the shareholders’ meeting; if the revocation is made after the deadline, the voting rights exercised in writing or by electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders meeting, the voting rights exercised by the proxy in the meeting shall prevail. |
Except as otherwise provided in the Company Act and in the Company's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.
When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company.
Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.
When the Company convenes a shareholders’ meeting via video conference, shareholders participating by video conference shall, after the chairperson announces the commencement of the meeting, cast their votes on various proposals and election matters through the video conference platform, and shall complete voting before the chairperson announces the end of the voting period. Those who fail to vote within the specified time frame will be deemed to have abstained.
When the shareholders’ meeting is convened by video conference, a one-time vote count shall be conducted after the chairperson announces the end of voting, and the results of the votes and elections shall be announced.
When the Company convenes a shareholders’ meeting with video assistance, shareholders who have registered to attend the shareholders’ meeting via video in accordance with Article 6 and wish to attend the physical shareholders’ meeting in person should cancel their registration using the same method as registration two days prior to the shareholders’ meeting; those who cancel after the deadline may only attend the shareholders’ meeting via video.
Shareholders who exercise their voting rights in writing or by electronic means, do not revoke their declaration of intent, and participate in the shareholders’ meeting via video, may not exercise their voting rights on the original proposals, propose amendments to the original proposals, or exercise voting rights on amendments to the original proposals, except for extemporary motions. | | | | |
| Article 14
The election of directors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and | | | | |
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Macnica Anstek Inc.
| Title | Rules of Procedure for Shareholders Meetings | Number: ANS-M-A-P-006 | Version 1.9 | |
|---|---|---|---|---|
| Formulation Department | Management Department | Date of Amendment | May 28, 2025 | Page 9 of 12 |
| the numbers of votes with which they were elected, and the names of directors not elected and number of votes they received. | ||||
| The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation. | ||||
| Article 15 | ||||
| Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form. | ||||
| The Company may distribute the meeting minutes of the previous paragraph by means of a public announcement made through the MOPS. | ||||
| The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including the number of voting rights), and disclose the number of voting rights won by each candidate in the event of an election of directors. The minutes shall be retained for the duration of the existence of the Company. | ||||
| When a shareholders’ meeting is convened via video conference, in addition to the matters required to be recorded in the minutes as specified in the preceding paragraph, the minutes shall also record the start and end times of the shareholders’ meeting, the method of convening the meeting, the names of the chairperson and the minute taker, and the handling methods and situations when the video conference platform or video participation is disrupted due to natural disasters, incidents, or other force majeure events. | ||||
| In addition to proceeding according to the previous regulations, when the Company starts a video shareholders’ meeting, it shall specify in the minutes the appropriate alternative measures provided to shareholders who have difficulty participating in the meeting by video conference. | ||||
| Article 16 | ||||
| On the day of the shareholders’ meeting, the Company shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors, the number of shares represented by proxies, and the number of shares represented by shareholders attending in writing or by electronic means, which shall be clearly displayed at the meeting venue. For a shareholders’ meeting conducted via video conference, the Company shall upload the aforementioned information to the video conference platform at least thirty minutes before the meeting begins and continue to disclose it until the end of the meeting. | ||||
| When the Company convenes a shareholders’ meeting via video conference, upon announcing the commencement of the meeting, the total number of shares represented by attending shareholders shall be disclosed on the video conference platform. The same shall apply if there is any additional calculation of the total number of shares and voting rights of attending shareholders during the meeting. | ||||
| If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation (or Taipei Exchange Market) regulations, the Company shall upload the content of such resolution to the MOPS within the prescribed time period. |
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| Title | Rules of Procedure for Shareholders Meetings | Number: ANS-M-A-P-006 | Version 1.9 | |
|---|---|---|---|---|
| Formulation Department | Management Department | Date of Amendment | May 28, 2025 | Page 10 of 12 |
Article 17
Staff handling administrative affairs of a shareholders meeting shall wear identification cards or arm bands.
The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."
At the place of a shareholders meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the Company, the chair may prevent the shareholder from so doing.
When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.
Article 18
When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.
If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue.
A resolution may be adopted at a shareholders meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act.
Article 19
For listed companies conducting shareholders' meetings via video conference, the Company shall disclose the voting results and election results of each proposal immediately after the voting ends on the video conference platform for the shareholders' meeting in accordance with regulations. The disclosure shall continue for at least fifteen minutes after the chairperson announces the adjournment of the meeting.
Article 20
When the Company convenes a video shareholders' meeting, the chairperson and the minutes taker must be at the same location in Taiwan, and the chairperson shall announce the address of the location at the beginning of the meeting.
Article 21
When a shareholders' meeting is convened by video conference, the Company may provide shareholders with a simple connection test before the meeting, and provide relevant services in real time before and during the meeting to assist in handling technical communication problems.
When a shareholders' meeting is convened by video conference, the chairperson shall, at the time of announcing the commencement of the meeting, separately announce that if the video conference platform or video participation is disrupted due to natural disasters, incidents, or other force majeure events, and the disruption continues for more than thirty minutes before the chairperson announces the adjournment of the meeting, except in circumstances specified in Paragraph 4, Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies where postponement or resumption of the meeting is not required, the date for postponement or resumption of the meeting shall be set within five days,
Macnica Anstek Inc.
| Title | Rules of Procedure for Shareholders Meetings | Number: ANS-M-A-P-006 | Version 1.9 | |
|---|---|---|---|---|
| Formulation Department | Management Department | Date of Amendment | May 28, 2025 | Page 11 of 12 |
| and Article 182 of the Company Act shall not apply. | ||||
| If the meeting is postponed or resumed before the date of occurrence, shareholders who have not registered to participate in the original shareholders’ meeting by video conference may not participate in postponed or continued meetings. | ||||
| In accordance with the provisions of Paragraph 2 requiring the postponement or continuation of the meeting, shareholders who have registered to participate in the original shareholders’ meeting by video and have completed check-in, but do not participate in the postponed or continued meeting, shall have their shares present at the original shareholders’ meeting, with votes already cast and votes for election counted toward the total number of shares, voting rights, and election rights of shareholders present at the postponed or continued meeting. | ||||
| When the shareholders’ meeting is postponed or continued in accordance with Paragraph 2, for agenda items where voting and counting have been completed and the voting results or the list of elected directors have been announced, re-discussion and resolution shall not be required. | ||||
| When the Company convenes a video-assisted shareholders’ meeting and experiences a situation under Paragraph 2 where the video meeting cannot continue, if after deducting the attendance shares of shareholders participating by video, the total shares present still reach the legal quorum required for the shareholders’ meeting, the meeting shall proceed without the need to postpone or continue the meeting in accordance with Paragraph 2. | ||||
| In the event that the meeting should proceed as scheduled, shareholders who participate in the shareholders’ meeting via video conferencing shall have their attended shares counted toward the total number of shares present at the meeting; however, with respect to all proposals of that shareholders’ meeting, they shall be deemed to have abstained. | ||||
| When the Company postpones or continues a meeting in accordance with Paragraph 2, it shall conduct all relevant preliminary operations in accordance with Article 44-20, Paragraph 7 of the Regulations Governing the Administration of Shareholder Services of Public Companies, based on the original shareholders’ meeting date and respective provisions. | ||||
| For the time specified in the latter part of Article 12 and Article 13, Paragraph 3 of the Rules Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, Article 44-5, Paragraph 2, Article 44-15, and Article 44-17, Paragraph 1 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall handle the shareholders’ meeting date for postponement or continuation of the meeting in accordance with Paragraph 2. | ||||
| Article 22 | ||||
| When the Company convenes a video shareholders’ meeting, the company shall specify appropriate alternative measures provided to shareholders who have difficulty participating in the shareholders’ meeting by video conference. Except for the circumstances stipulated in Article 44-9, Paragraph 6 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the company shall at least provide shareholders with connection equipment and necessary assistance, and specify the period during which shareholders may apply to the company and other relevant matters requiring attention. | ||||
| Article 23 | ||||
| These Rules were formulated on June 16, 2004 and shall be enacted after approval by the shareholders' meeting. The same applies to amendments. | ||||
| The 1st amendments were made on December 6, 2006. |
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Macnica Anstek Inc.
| Title | Rules of Procedure for Shareholders Meetings | Number: ANS-M-A-P-006 | Version 1.9 | |
|---|---|---|---|---|
| Formulation Department | Management Department | Date of Amendment | May 28, 2025 | Page 12 of 12 |
| The 2nd amendments were made on June 6, 2012. | ||||
| The 3rd amendments were made on June 4, 2013. | ||||
| The 4th amendments were made on June 2, 2015. | ||||
| The 5th amendments were made on June 9, 2020. | ||||
| The 6th amendments were made on August 11, 2021. | ||||
| The 7th amendments were made on May 25, 2022. | ||||
| The 8th amendments were made on May 28, 2025. |
Appendix 3
Macnica Anstek Inc.
Shareholdings of directors
March 29, 2026
| Job title | Name | Number of shares held | Shareholding |
|---|---|---|---|
| Chairperson | Macnica Chungju Co., Ltd. | ||
| Representative: Wu, Wei-Kuo | 33,954,608 | 50.95% | |
| Director | Lee, Jui-Si | 3,631,384 | 5.45% |
| Director | Chen, Fa-Yung | 11,227 | 0.02% |
| Director | Chou, Chu-Ting | 45,000 | 0.07% |
| Director | Cheng Han | 0 | 0% |
| Director | Yang, Su-Fang | 0 | 0% |
| Independent director | Sun, Te-Chih | 0 | 0% |
| Independent director | Tan, Gin-Hwee | 0 | 0% |
| Independent director | Wang, Tzu-Jou | 0 | 0% |
(Note 1): In accordance with the provisions of Article 26 of the Securities and Exchange Act on the percentage of shareholdings of directors and supervisors of the Company.
(Note 2): The Company has three independent directors and has established an Audit Committee in accordance with the law.
I. The paid-in capital of the Company is 666,392,160 (66,639,216 shares). The minimum number of shares to be held by directors of the Company: 5,331,137 shares.
II. Shareholdings on the shareholders' roster as at the date of cessation of transfer of shares
Shareholding percentage of the entire bodies of directors and number of shares: 56.49%; 37,642,219 shares.
Macnica Anstek Inc.
MACNICA
Macnica Anstek Inc.