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AOPEN — AGM Information 2026
Jun 4, 2026
52278_rns_2026-06-04_356d660c-4f25-4e3f-b973-1c7e828c42c8.pdf
AGM Information
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AOPEN INCORPORATED
MINUTES OF 2026 GENERAL SHAREHOLDERS' MEETING
(Translation)
The translation is intended for reference only and nothing else. The Chinese text of the Minutes of 2026 General Shareholders' Meeting shall govern any and all matters related to the interpretation of the subject matter stated herein.
Time : 9:00 a.m., Tuesday, May 26, 2026
Venue: 1F, No.88, Sec. 1 Xintai 5th Road, Xizhi, New Taipei City (ACER Building)
Type: Video-assisted shareholders' meeting (physical meeting with video assistance)
Video Conferencing Platform: Taiwan Depository & Clearing Corporation
"TDCC STOCKVOTE" (https://stockservices.tdcc.com.tw)
Total outstanding shares of AOPEN: 78,448,013 shares
Total shares represented by shareholders present in person or proxy: 41,721,266 shares
Percentage of shares held by shareholders present in person or proxy: 53.183%
The attendance list of the directors: Acer Inc. Legal Representative: Victor Chien, Grace Lung (Chairman of the Audit Committee), Tai-Fu Chen (Video Conference), Andrew Chang (Video Conference), 4 directors attended in this meeting which is over the half of the total seats of the directors.
Chairman: Victor Chien
Recorder: Edward Chen
The aggregate shareholding of the shareholders present in person or proxy constituted a quorum. The Chairman called the meeting to order.
1. Report Items
(1) Business Report for the Year 2025
Explanatory Notes: Please refer to Attachment 1.
(2) Audit Committee's Review Report
Explanatory Notes: Please refer to Attachment 2.
(3) To Report Execution of the Distribution of Cash Dividend, Employees' Profit Sharing Bonus and Board Directors' Compensation for the Year 2025
Explanatory Notes:
A. The Distribution of Cash Dividend for the Year 2025
(A) In accordance with Article 17-1 of the Article of Incorporation, the distributable dividends and bonuses in whole or in part will be paid in cash by this Company after a resolution has been adopted by a majority vote at a meeting of the Board of Directors attended by two-thirds of the total number of directors; and in addition thereto a report of such distribution shall be submitted to the shareholders’ meeting.
(B) The total accumulative earnings available for appropriation is NT$363,571,777 and plan to distribute the cash dividend of NT$235,344,039 to the shareholders whose names and respective shares are in the shareholders’ register on the record date for ex-dividend, at a preliminary ratio of NT$3 per share. (Rounded down to NT$1 and the residue will be calculated and booked as the Company’s other income).
(C) The record date for ex-dividend is temporarily set on July 3, 2026, and the distribution date is set on July 23, 2026. Should the dates above be adjusted due to the amendment of laws or regulations, or request by competent authorities, the Chairman is authorized with full power to adjust accordingly.
B. The Execution of Employees' Profit Sharing Bonus and Board Directors' Compensation for the Year 2025
The Board of Directors approved the proposal of employees’ 2025 profit sharing bonus and Board Directors’ compensation on March 11, 2026. The employees’ profit sharing bonus and Board Directors’ compensation are to be distributed in cash.
(A) The total amount of Employees’ 2025 profit sharing bonus is NT$7,910,000
(B) The total amount of Board Directors’ 2025 compensation is NT$1,744,000
- Election Item
Proposal: To Elect Seven Directors (Including Four Independent Directors) of the Company. (Proposed by the Board of Directors)
Explanatory Notes:
(1) The current terms of the Company’s Directors (including Independent Directors) will terminate in June 2026. In accordance with the Company’s Articles of Incorporation, it is proposed that seven directors (comprising three General Directors and four Independent Directors) be elected at this year’s Annual General Shareholders’ Meeting. The term of directors shall be three years, commencing
on the date of election and approval at the Annual General Shareholders' Meeting on May 26, 2026 (expected to end on the date of the next election at the Annual General Shareholders' Meeting in May 2029), with re-election and re-appointment permitted. The Audit Committee shall be composed entirely of independent directors. The incumbent directors shall be relieved of their duties immediately upon the election and assumption by the newly appointed directors.
(2) In accordance with the Company's Articles of Association, a candidate nomination policy is adopted, and Annual General Shareholders' Meeting selects candidates from the list of candidates. The List of Candidates for Directors and Independent Directors is attached as Attachment 3.
Voting Result :
Directors:
| Elected | Elected Shares |
|---|---|
| Acer Inc. Legal Representative: Victor Chien | 40,253,481 |
| Acer Inc. Legal Representative: Katy Chang | 39,599,847 |
| Acer Inc. Legal Representative: Maverick Shih | 37,695,811 |
Independent Directors:
| Elected | Elected Shares |
|---|---|
| SA Chen | 39,537,283 |
| Tai-Fu Chen | 37,729,846 |
| Grace Lung | 37,720,813 |
| William Shen | 39,565,129 |
3. Proposed Items for Ratification and Discussion
Item 1
Proposal: Ratification Proposal of the Financial Statements, Business Report and the Profit Distribution Statement for the Year 2025.(Proposed by the Board of Directors)
Explanatory Notes:
(1) The Company's Financial Statements for the year 2025, including Balance Sheets, Statements of Comprehensive Income, Statements of Changes in Equity and Statements of Cash Flow have been audited by CPA Phyllis Chang and CPA Steven Shih of KPMG.
(2) The Business Report for the Year 2025, the aforementioned financial statements and the Profit Distribution Statement for the Year 2025 are attached hereto as Attachment 1, and Attachment $4\sim 6$ , which have been approved by the Audit Committee and the Board of Directors via resolution.
(3) Please discuss.
Resolution: Shares present at the time of voting: 41,721,266 (votes casted electronically and video: 40,396,720 votes)
| Voting Results* | % of the total represented share present | |
|---|---|---|
| Votes in favor: | 39,475,036 votes | |
| (39,475,036 votes) | 94.62 | |
| Vote against: | 20,108 votes | |
| (20,108 votes) | 0.05 | |
| Votes invalid or abstained: | 2,226,122 votes | |
| (901,576 votes) | 5.33 |
*Including votes casted electronically and video (number in brackets)
RESOLVED, that the above proposal be and hereby was approved as proposed.
(Note: no question was raised by any shareholders regarding this item)
Item 2
Proposal: To Release Non-Compete Restrictions on Newly-Elected Directors and their Representatives (Proposed by the Board of Directors)
Explanatory Notes:
(1) In comply with the Article 209 of the Company Act, a director engaging, either for himself or on behalf of another person, in activities that are within the scope of the Company's business, shall explain to the General Shareholders' Meeting the essential contents of such activities and obtain its approval for conducting such activities.
(2) Regarding the conduct of the Company's directors and legal representatives who may invest in or manage other companies engaged in the same or similar business as the Company and serve as directors or managers, and provided that such conduct does not harm the Company's benefits, the Company hereby submits a proposal to the 2026 General Shareholders' Meeting for approval, requesting that, if any newly elected director or legal representative of the Company is subject to the aforementioned circumstances, the non-competition restrictions imposed on such director and legal representative be waived.
(3) Please refer to Attachment 7, for the Concurrent Positions of Director and Independent Director Candidates.
(4) Please discuss.
Resolution: Shares present at the time of voting: 41,721,266 (votes casted electronically and video: 40,396,720 votes)
| Voting Results* | % of the total represented share present | |
|---|---|---|
| Votes in favor: | 39,455,658 votes | |
| (39,455,658 votes) | 94.57 | |
| Vote against: | 37,413 votes | |
| (37,413 votes) | 0.09 | |
| Votes invalid or abstained: | 2,228,195 votes | |
| (903,649 votes) | 5.34 |
*Including votes casted electronically and video (number in brackets)
RESOLVED, that the above proposal be and hereby was approved as proposed.
(Note: no question was raised by any shareholders regarding this item)
-
Extemporary Motion: None (Note: no question was raised by any shareholders regarding this item)
-
Meeting Adjourned: 09:15 a.m.
Note: This document is extracted from the meeting; the details are subject to the audio and video recording.
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Attachment 1
Business Report
In 2025, the operating environment has become more complex, with global political, economic, and military developments introducing uncertainty, alongside ongoing geopolitical tensions and tariff issues; inflation, energy transition, and extended logistics cycles continue to affect the value chain, while ESG and low-carbon practices have become fundamental business requirements; at the same time, rapid advances in artificial intelligence are reshaping industry operations, driving transformation in automation, intelligent systems, and computing performance; in response, AOPEN remains focused on disciplined execution and resilience, strengthening supply chain flexibility and regional deployment, and we thank our global partners and employees for their continued trust and commitment, enabling steady progress and sustained growth AOPEN achieved a consolidated revenue of NT$7.51 billion and consolidated net income of NT$313 million.
Against this backdrop, AOPEN worked closely with global distribution partners to deploy high-performance IPC platforms, Edge AI computing systems, and cloud-based management capabilities across applications including smart manufacturing, digital campuses, interactive retail, and transportation systems. These implementations enable stable equipment operation under demanding conditions. As the AI application market emphasizes practical requirements such as automated data handling, rapid deployment, and measurable performance outcomes, AOPEN's product solutions, supported by localized technical services, assist customers in establishing a stable position along the AI adoption curve.
In alignment with the shift from pilot validation to scaled deployment, AOPEN has expanded its portfolio from indoor and semi-outdoor to fully outdoor-ready IPC solutions with wide temperature, wide voltage, and ruggedized designs, supporting applications in automation, transportation, education, energy, and public safety; the company continues to strengthen its diversified product portfolio and supply chain efficiency while reinforcing ESG practices, including supplier management and carbon reduction, to enhance long-term competitiveness and shareholder value.
Looking ahead to 2026, global volatility and AI-driven structural change are expected to continue; demand for low-carbon design, green supply chains, and AI computing will further increase; AOPEN will continue to enhance supply chain integration and expand Edge AI solutions across key vertical markets, while embedding sustainability and ESG principles into product development to strengthen resilience and long-term value creation for customers, partners, and shareholders.
Chairman of Board: Victor Chien
Corporate Officer: Ken Wang
Accounting Officer: Edward Chen
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Attachment 2
Audit Committee Report
The Board of Directors has prepared the Company’s 2025 Business Report, Financial Statements, and the Proposal for Profit & Loss Appropriation. The CPA Phyllis Chang and Steven Shih from KPMG were retained to audit Aopen’s Financial Statements and have issued an audit report relating to the Financial Statements. The said Business Report, Financial Statements, and Proposal for Profit & Loss Appropriation have been reviewed and determined to be correct and accurate by the Audit Committee of Acer Incorporated in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, I hereby submit this Report.
AOpen Incorporated.
Convener of the Audit Committee : Grace Lung
March 11th, 2026
Attachment 3
List of Director and Independent Director Candidates
| Name | Education and Work Experience | All Current Position (Note 1) | Shareholdings (Note 2) |
|---|---|---|---|
| Acer Inc. | |||
| legal representative / | |||
| Director |
Victor Chien
(Acct. No.: 0025501) | Double Bachelor of Control Engineering and Management Science, National Chiao-Tung University
Assistant Director of Zenitron Corporation | 1. Aopen Inc., Chairman
2. Acer Incorporated, President
3. AVerMedia Technologies, Inc., Independent Director
4. Apacer Technology Inc., Director
5. ENKU Capital Inc. Chairman ()
6. Director, Supervisor or Manger, Acer Group () | 34,319,311 shares |
| Acer Inc.
legal representative /
Director
Maverick Shih
(Acct. No.: 0025501) | Ph.D. of Electrical Engineering, University of Southern California
Acer BYOC General Manager | 1. Aopen Inc., Director
2. Acer Inc., Director
3. SATORO Taiwan Inc., Chairman ()
4. MAVs LAB. Inc. Chairman ()
5. Allxon Inc., Director ()
6. Monte Jade Science and Technology Association, Vice Chairman ()
7. Director, Supervisor or Manger, Acer Group (*) | 34,319,311 shares |
| Acer Inc.
legal representative /
Director
Katy Chang
(Acct. No.: 0025501) | Master of Science in Biomedical Engineering, Yang-Ming University
Master of Business Administration, Credit Course Program, National Taiwan University
Head of Invest Investor Relations of INNOLUX CORPORATION | 1. Acer Inc. Chief of Investor Relations Division
2. Director, Supervisor or Manger, Acer Group (*) | 34,319,311 shares |
| Name | Education and Work Experience | All Current Position (Note 1) | Shareholdings (Note 2) |
|---|---|---|---|
| Independent Director | |||
| Grace Lung | |||
| (Acct. No.: 0000392) | B.S. in Department of Business Administration, National Chengchi University | ||
| Chief of Financial Information Division, Acer Global Finance | 1. Aopen Inc., Independent Director | ||
| 2. Dayun Precision Industry Co., Ltd., Independent Director | |||
| 3. Acer Cyber Security Inc., Independent Director | |||
| 4. Xianglong Investment Co., Ltd., Chairman(*) | |||
| 5. ASERVE Technology Corp., Chairman(*) | 0 share | ||
| Independent Director | |||
| Tai-Fu Chen | |||
| (Acct. No.: 0111583) | B.S. in Department of Economics, Tunghai University, Taiwan | ||
| General Manager of Maersk Data HK - Maersk Data HK | |||
| IBM Group - Head of Customer Service in Greater China | 1. Aopen Inc., Independent Director | 0 share | |
| Independent Director | |||
| SA Chen | |||
| (Acct. No.: 0125967) | B.S. in Kaohsiung Medical University | ||
| Taichung Veterans General Hospital, President Taipei Veterans General Hospital, Vice President | 1. Maxigen Biotech Inc., Independent Director | ||
| 2. Yang-Ming National Chiao Tung University, Professor of Internal Medicine(*) | |||
| 3. Taipei Veterans General Hospital, Attending Physician, Department of Cardiology (*) | |||
| 4. Shin Kong Medical Foundation, Director (*) | |||
| 5. International Forum on Ventricular Arrhythmias , Chairman(*) | |||
| 6. Taiwan Smart Healthcare Alliance Project, National Science Councilv, Convenor (*) | |||
| 7. AI Certification Center, | 0 share |
| Name | Education and Work Experience | All Current Position (Note 1) | Shareholdings (Note 2) |
|---|---|---|---|
| Ministry of Health and Welfare, Convenor(*) | |||
| Independent Director | |||
| William Shen | |||
| (Acct. No.: 0125968) | Master of Industrial Engineering, Auburn University, USA | ||
| VMware Inc. Senior Director | |||
| NVIDIA Corporation, GM Enterprise Business Group, Vice President | None | 0 share |
Note 1: (*) The company is a privately-owned company
Note 2: Shareholdings as of March 28, 2026
Attachment 4
Independent Auditors' Report
To the Board of Directors
AOPEN Incorporated:
Opinion
We have audited the consolidated financial statements of AOPEN Incorporated (“the Company”) and its subsidiaries (“the Group”), which comprise the consolidated balance sheets as of December 31, 2025 and 2024, the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of material accounting policies.
In our opinion, based on our audits and the reports of other auditors (please refer to the paragraph on Other Matter of our report), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IASs”), and interpretations developed by the International Financial Reporting Interpretations Committee (“IFRIC”) or the former Standing Interpretations Committee (“SIC”) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
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Key audit matter for the Group’s consolidated financial statements for the year ended December 31, 2025 is stated as follows:
Revenue recognition
Please refer to note 4(o) and note 6(u) for accounting policy on revenue recognition and related disclosures of revenue, respectively.
Description of key audit matter:
Revenue is recognized depending on the various trade terms agreed with customers, which leads to the risk that the sales transactions made close to the balance sheet date are not recorded in the appropriate period. Therefore, the revenue recognition has been identified as our key audit matter.
How the matter was addressed in our audit:
In relation to the key audit matters above, we have performed certain audit procedures including, among others, testing the design and operating effectiveness of the Group’s internal controls over financial reporting in the sales; assessing whether revenue is recognized based on the trade terms with customers through reviewing the related sales contracts or other trade documents; and performing a sample test of sales transactions taking place before and after the balance sheet date to ensure that revenue was recognized in the appropriate period.
Other Matter
We did not audit the financial statements of the investment accounted for using the equity method. The financial statements of Apex Material Technology Corp. were audited by other auditors, whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for Apex Material Technology Corp., is based solely on the report of other auditors. The investment in Apex Material Technology Corp. accounted for using the equity method constituted 8.68% and 11.27% of the total consolidated assets as of December 31, 2025 and 2024, respectively, and the related share of profit of associates accounted for using the equity method constituted 3.65% and 4.85% of the consolidated net income before tax, for the years ended December 31, 2025 and 2024, respectively.
The Company has additionally prepared its parent-company-only financial statements as of and for the years ended December 31, 2025 and 2024, on which we have issued an unmodified audit opinion with other matters section.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRSs, IASs, 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 consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going
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concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including the Audit Committee) are responsible for overseeing the Group’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
- Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
- Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
- Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements.
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We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors' report are Chang, Chun-I and Shih, Wei-Ming.
KPMG
Taipei, Taiwan (Republic of China)
March 11, 2026
Notes to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.
The independent auditors' report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors' report and consolidated financial statements, the Chinese version shall prevail.
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(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese)
AOPEN INCORPORATED AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| Assets | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Current assets: | |||||
| 1100 | Cash and cash equivalents (note 6(a)) | $ 1,807,419 | 47 | 1,517,066 | 51 |
| 1110 | Financial assets at fair value through profit or loss - current (note 6(b)) | 131 | - | 435 | - |
| 1170 | Notes and accounts receivable, net (notes 6(d) and (u)) | 112,331 | 3 | 34,880 | 1 |
| 1180 | Accounts receivable from related parties (notes 6(d), (u) and 7) | 1,256,858 | 33 | 733,229 | 25 |
| 1200 | Other receivables (note 6(e)) | 2,232 | - | 1,937 | - |
| 1220 | Current income tax assets | 1,109 | - | 798 | - |
| 130x | Inventories (note 6(f)) | 120,538 | 3 | 93,219 | 3 |
| 1479 | Other current assets | 45,282 | 1 | 51,918 | 2 |
| Total current assets | 3,345,900 | 87 | 2,433,482 | 82 | |
| Non-current assets: | |||||
| 1517 | Financial assets at fair value through other comprehensive income - non-current (note 6(c)) | 33,244 | 1 | 36,629 | 1 |
| 1550 | Investments accounted for using the equity method (notes 6(g) and (w)) | 333,310 | 9 | 336,557 | 11 |
| 1600 | Property, plant and equipment (note 6(j)) | 9,477 | - | 7,713 | - |
| 1755 | Right-of-use assets (note 6(k)) | 3,926 | - | 8,084 | - |
| 1780 | Intangible assets (notes 6(h) and (l)) | 92,305 | 2 | 102,169 | 3 |
| 1840 | Deferred income tax assets (note 6(r)) | 1,240 | - | 40,065 | 2 |
| 1920 | Refundable deposits | 839 | - | 3,880 | - |
| 1975 | Net defined benefit assets - non-current (note 6(q)) | 15,996 | 1 | 14,871 | 1 |
| 1995 | Other non-current assets (note 8) | 582 | - | 745 | - |
| Total non-current assets | 490,919 | 13 | 550,713 | 18 | |
| Liabilities and Equity | December 31, 2025 | December 31, 2024 | |||
| --- | --- | --- | --- | --- | --- |
| Amount | % | Amount | % | ||
| Current liabilities: | |||||
| 2100 | Short-term borrowings (notes 6(m) and (aa)) | $ 108,255 | 3 | 2,371 | - |
| 2120 | Financial liabilities at fair value through profit or loss - current (note 6(b)) | 713 | - | 86 | - |
| 2130 | Contract liabilities - current (note 6(u)) | 1,148 | - | 22,793 | 1 |
| 2170 | Notes and accounts payable | 1,829,531 | 48 | 1,104,644 | 37 |
| 2180 | Accounts payable to related parties (note 7) | 13,059 | - | 5,865 | - |
| 2200 | Other payables (note 6(v)) | 88,387 | 2 | 77,614 | 3 |
| 2220 | Other payables to related parties (note 7) | 5,991 | - | 15,765 | 1 |
| 2230 | Current income tax liabilities | 39,253 | 1 | 8,240 | - |
| 2250 | Provisions - current (note 6(o)) | 14,224 | 1 | 13,525 | - |
| 2280 | Lease liabilities - current (notes 6(p), (aa) and 7) | 2,998 | - | 5,147 | - |
| 2320 | Current portion of long-term debt (notes 6(n) and (aa)) | - | - | 75,833 | 3 |
| 2300 | Other current liabilities | 1,760 | - | 14,236 | - |
| Total current liabilities | 2,105,319 | 55 | 1,346,119 | 45 | |
| Non-current liabilities: | |||||
| 2527 | Contract liabilities - non-current (note 6(u)) | 996 | - | 1,523 | - |
| 2540 | Long-term debt (notes 6(n) and (aa)) | - | - | 6,531 | - |
| 2570 | Deferred income tax liabilities (note 6(r)) | 63,360 | 2 | 64,820 | 3 |
| 2580 | Lease liabilities - non-current (notes 6(p), (aa) and 7) | 958 | - | 2,952 | - |
| 2640 | Net defined benefit liabilities - non-current (note 6(q)) | 7,411 | - | 6,405 | - |
| 2670 | Other non-current liabilities | 842 | - | 1,840 | - |
| Total non-current liabilities | 73,567 | 2 | 84,071 | 3 | |
| Total liabilities | 2,178,886 | 57 | 1,430,190 | 48 | |
| Equity attributable to shareholders of the Parent (notes 6(c), (g), (i), (q) and (s)): | |||||
| 3110 | Common stock | 784,480 | 20 | 784,480 | 26 |
| 3200 | Capital surplus | 420,839 | 11 | 424,412 | 14 |
| 3300 | Retained earnings | 496,344 | 13 | 415,794 | 14 |
| 3400 | Other equity | (35,550) | (1) | (58,555) | (2) |
| Total equity attributable to shareholders of the Parent | 1,666,113 | 43 | 1,566,131 | 52 | |
| 36XX | Non-controlling interests (notes 6(h), (i) and (s)) | (8,180) | - | (12,126) | - |
| Total equity | 1,657,933 | 43 | 1,554,005 | 52 |
Total assets
$ 3,836,819 100 2,984,195 100
Total liabilities and equity
$ 3,836,819 100 2,984,195 100
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(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
AOPEN INCORPORATED AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Share)
| 2025 | 2024 | ||||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4000 | Net revenue (notes 6(u), 7 and 14) | $ 7,513,287 | 100 | 6,945,979 | 100 |
| 5000 | Less: operating costs (notes 6(f), (j), (o), 7 and 12) | 6,880,367 | 92 | 6,439,506 | 93 |
| Gross profit | 632,920 | 8 | 506,473 | 7 | |
| Less: operating expenses (notes 6(d), (j), (k), (l), (p), (q), (v), 7 and 12): | |||||
| 6100 | Selling expenses | 121,555 | 2 | 120,231 | 2 |
| 6200 | General and administrative expenses | 128,293 | 2 | 123,571 | 2 |
| 6300 | Research and development expenses | 28,112 | - | 26,661 | - |
| 6450 | Gain on reversal of impairment loss | (170) | - | (365) | - |
| Total operating expenses | 277,790 | 4 | 270,098 | 4 | |
| Operating income | 355,130 | 4 | 236,375 | 3 | |
| Non-operating income and loss: | |||||
| 7100 | Interest income | 28,066 | 1 | 27,011 | 1 |
| 7130 | Dividend income (note 6(c)) | 570 | - | 570 | - |
| 7020 | Other gains and losses (note 6(t)) | (8,886) | - | 6,664 | - |
| 7050 | Finance costs (notes 6(l) and (t)) | (1,702) | - | (968) | - |
| 7060 | Share of profits of associates accounted for using the equity method (note 6(g)) | 14,074 | - | 13,745 | - |
| Total non-operating income and loss | 32,122 | 1 | 47,022 | 1 | |
| Income before income tax | 387,252 | 5 | 283,397 | 4 | |
| 7950 | Less: income tax benefit (note 6(r)) | 73,768 | (1) | (10,257) | - |
| Net income | 313,484 | 4 | 293,654 | 4 | |
| Other comprehensive income (loss) (notes 6(g) and (q)): | |||||
| 8310 | Items that will not be reclassified subsequently to profit or loss: | ||||
| 8311 | Remeasurements of defined benefit plans | 13 | - | 2,244 | - |
| 8316 | Unrealized losses from investments in equity instruments measured at fair value through other comprehensive income | (3,385) | - | (2,415) | - |
| 8320 | Share of other comprehensive income of associates | - | - | 146 | - |
| 8349 | Income tax related to items that will not be reclassified subsequently to profit or loss | - | - | - | - |
| Total items that will not be reclassified subsequently to profit or loss | (3,372) | - | (25) | - | |
| 8360 | Items that may be reclassified subsequently to profit or loss: | ||||
| 8361 | Exchange differences on translation of foreign operations | 7,400 | - | (1,683) | - |
| 8370 | Share of other comprehensive income (loss) of associates | (1,177) | - | 248 | - |
| 8399 | Income tax related to items that may be reclassified subsequently to profit or loss | - | - | - | - |
| Total items that may be reclassified subsequently to profit or loss | 6,223 | - | (1,435) | - | |
| Other comprehensive income (loss) for the year, net of income tax | 2,851 | - | (1,460) | - | |
| Total comprehensive income for the year | $ 316,335 | 4 | 292,194 | 4 | |
| Net income attributable to: | |||||
| Shareholders of the Parent | $ 314,865 | 4 | 300,533 | 4 | |
| Non-controlling interests | (1,381) | - | (6,879) | - | |
| $ 313,484 | 4 | 293,654 | 4 | ||
| Total comprehensive income attributable to: | |||||
| Shareholders of the Parent | $ 317,378 | 4 | 298,899 | 4 | |
| Non-controlling interests | (1,043) | - | (6,705) | - | |
| $ 316,335 | 4 | 292,194 | 4 | ||
| Earnings per share (in New Taiwan Dollar) (note 6(t)): | |||||
| 9750 | Basic earnings per share | $ 4.01 | 3.83 | ||
| 9850 | Diluted earnings per share | $ 4.00 | 3.82 |
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
AOPEN INCORPORATED AND SUBSIDIARIES
Consolidated Statements of Changes in Equity
For the years ended December 31, 2025 and 2024
| Attributable to shareholders of the Parent | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Retained earnings | Other equity | Total equity attributable to shareholders of the Parent | Non-contrilling interests | Total equity | ||||||||
| Common stock | Capital surplus | Legal reserve | Special reserve | Unappropriated earnings | Total | Foreign currency translation differences | Unrealized gains (losses) on financial assets measured at fair value through other comprehensive income | Total | or | |||
| Balance at January 1, 2024 | $ 784,480 | 410,864 | 14,710 | 13,559 | 241,498 | 269,767 | (47,242) | (7,289) | (54,531) | 1,410,580 | 1,361 | 1,411,941 |
| Net income (loss) in 2024 | - | - | - | - | 300,533 | 300,533 | - | - | - | 300,533 | (6,879) | 293,654 |
| Other comprehensive income (loss) in 2024 | - | - | - | - | 2,390 | 2,390 | (1,104) | (2,920) | (4,024) | (1,634) | 174 | (1,460) |
| Total comprehensive income (loss) in 2024 | - | - | - | - | 302,923 | 302,923 | (1,104) | (2,920) | (4,024) | 298,899 | (6,705) | 292,194 |
| Appropriation of earnings: | ||||||||||||
| Legal reserve | - | - | 22,984 | - | (22,984) | - | - | - | - | - | - | - |
| Special reserve | - | - | - | 33,272 | (33,272) | - | - | - | - | - | - | - |
| Cash dividends distributed to shareholders | - | - | - | - | (156,896) | (156,896) | - | - | - | (156,896) | - | (156,896) |
| Changes in equity of investments in associates | - | 13,548 | - | - | - | - | - | - | - | 13,548 | - | 13,548 |
| Decrease in non-controlling interests | - | - | - | - | - | - | - | - | - | - | (6,782) | (6,782) |
| Balance at December 31, 2024 | 784,480 | 424,412 | 37,694 | 46,831 | 331,269 | 415,794 | (48,346) | (10,209) | (58,555) | 1,566,131 | (12,126) | 1,554,005 |
| Net income (loss) in 2025 | - | - | - | - | 314,865 | 314,865 | - | - | - | 314,865 | (1,381) | 313,484 |
| Other comprehensive income (loss) in 2025 | - | - | - | - | 13 | 13 | 6,090 | (3,590) | 2,500 | 2,513 | 338 | 2,851 |
| Total comprehensive income (loss) in 2025 | - | - | - | - | 314,878 | 314,878 | 6,090 | (3,590) | 2,500 | 317,378 | (1,043) | 316,335 |
| Appropriation of earnings: | ||||||||||||
| Legal reserve | - | - | 30,292 | - | (30,292) | - | - | - | - | - | - | - |
| Special reserve | - | - | - | 11,724 | (11,724) | - | - | - | - | - | - | - |
| Cash dividends distributed to shareholders | - | - | - | - | (211,810) | (211,810) | - | - | - | (211,810) | - | (211,810) |
| Changes in equity of investments in associates | - | (597) | - | - | - | - | - | - | - | (597) | - | (597) |
| Acquisition of subsidiary’s additional interests | - | (2,976) | - | - | (2,013) | (2,013) | - | - | - | (4,989) | 4,989 | - |
| Disposal of financial assets at fair value through other comprehensive income | - | - | - | - | (20,505) | (20,505) | - | 20,505 | 20,505 | - | - | - |
| Balance at December 31, 2025 | $ 784,480 | 420,839 | 67,986 | 58,555 | 369,803 | 496,344 | (42,256) | 6,706 | (35,550) | 1,666,113 | (8,180) | 1,657,933 |
18
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
AOPEN INCORPORATED AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollar)
| 2025 | 2024 | |
|---|---|---|
| Cash flows from operating activities: | ||
| Income before income tax | $ 387,252 | 283,397 |
| Adjustments for: | ||
| Adjustments to reconcile profit or loss: | ||
| Depreciation | 5,939 | 8,622 |
| Amortization | 8,703 | 3,632 |
| Gain on reversal of impairment loss | (170) | (365) |
| Interest expense | 1,702 | 968 |
| Interest income | (28,066) | (27,011) |
| Dividend income | (570) | (570) |
| Share of profit of subsidiaries and associates accounted for using the equity method | (14,074) | (13,745) |
| Gain on disposal of property, plant and equipment | (486) | (79) |
| Gain on disposal of investments accounted for using the equity method | - | (1,435) |
| Total adjustments for profit or loss | (27,022) | (29,983) |
| Changes in operating assets and liabilities: | ||
| Changes in operating assets: | ||
| Financial assets at fair value through profit or loss | 304 | (122) |
| Accounts receivable | (77,440) | 52,875 |
| Accounts receivable from related parties | (523,629) | 41,221 |
| Other receivables | 3 | (22) |
| Inventories | (27,663) | (19,971) |
| Other current assets | 6,636 | (2,291) |
| Net defined benefit assets | (298) | (208) |
| Changes in operating assets | (622,087) | 71,482 |
| Changes in operating liabilities: | ||
| Financial liabilities at fair value through profit or loss | 627 | (797) |
| Contract liabilities | (22,172) | 16,822 |
| Notes and accounts payable | 724,887 | (58,483) |
| Accounts payable to related parties | 7,194 | (955) |
| Other payables | 10,773 | (4,751) |
| Other payables to related parties | 653 | 605 |
| Provisions | 699 | (2,110) |
| Other current liabilities | (12,476) | 1,310 |
| Net defined benefit liabilities | 192 | 270 |
| Other non-current liabilities | (998) | (467) |
| Changes in operating liabilities | 709,379 | (48,556) |
| Total changes in operating assets and liabilities | 87,292 | 22,926 |
| Total adjustments | 60,270 | (7,057) |
| Cash provided by operations | 447,522 | 276,340 |
| Interest received | 27,768 | 27,080 |
| Interest paid | (1,702) | (968) |
| Income taxes paid | (6,052) | (4,873) |
| Net cash flows provided by operating activities | 467,536 | 297,579 |
| (Continued) |
19
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
AOPEN INCORPORATED AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Continued)
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollar)
| 2025 | 2024 | |
|---|---|---|
| Cash flows from investing activities: | ||
| Purchase of financial assets measured at amortized cost | (1,481,966) | (1,404,914) |
| Proceeds from disposal of financial assets measured at amortized cost | 1,481,966 | 1,404,914 |
| Proceeds from disposal of investments accounted for using the equity method | - | 1,435 |
| Net cash flow from acquisition of subsidiaries | - | 2,509 |
| Additions to property, plant and equipment | (3,859) | (2,310) |
| Proceeds from disposal of property, plant and equipment | 726 | 79 |
| Decrease in refundable deposits | 3,041 | 332 |
| Additions to intangible assets | (2,497) | (1,641) |
| Decrease in other non-current assets | 100 | 200,000 |
| Dividends received | 16,111 | 20,940 |
| Net cash flows provided by investing activities | 13,622 | 221,344 |
| Cash flows from financing activities: | ||
| Increase in short-term borrowings | 423,921 | - |
| Decrease in short-term borrowings | (310,091) | (21,832) |
| Repayment of long-term debt | (85,901) | - |
| Increase (decrease) in other payables to related parties | (10,824) | 10,427 |
| Payments of lease liabilities | (3,270) | (6,267) |
| Cash dividends distributed to shareholders | (211,810) | (156,896) |
| Net cash flows used in financing activities | (197,975) | (174,568) |
| Effect of foreign exchange rate changes | 7,170 | (368) |
| Net increase in cash and cash equivalents | 290,353 | 343,987 |
| Cash and cash equivalents at beginning of year | 1,517,066 | 1,173,079 |
| Cash and cash equivalents at end of year | $ 1,807,419 | 1,517,066 |
Attachment 4
Independent Auditors’ Report
To the Board of Directors
AOPEN Incorporated :
Opinion
We have audited the parent-company-only financial statements of AOPEN Incorporated ( “the Company” ), which comprise the parent-company-only balance sheets as of December 31, 2025 and 2024, the parent-company-only statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the parent-company-only financial statements, including a summary of material accounting policies.
In our opinion, based on our audits and the reports of other auditors (please refer to the paragraph on Other Matter of our report), the accompanying parent-company-only financial statements present fairly, in all material respects, the parent-company-only financial position of the Company as of December 31, 2025 and 2024, and its parent-company-only financial performance and its parent-company-only cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Parent-Company-Only Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent-company-only financial statements of the current period. These matters were addressed in the context of our audit of the parent-company-only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matter for the Company’s parent-company-only financial statements for the year ended December 31, 2025 is stated as follows:
Revenue recognition
Please refer to note 4(o) and note 6(r) for accounting policy on revenue recognition and related disclosures of revenue, respectively.
20
Description of key audit matter:
Revenue is recognized depending on the various trade terms agreed with customers, which leads to the risk that the sales transactions made close to the balance sheet date are not recorded in the appropriate period. Therefore, the revenue recognition has been identified as our key audit matter.
How the matter was addressed in our audit:
In relation to the key audit matters above, we have performed certain audit procedures including, among others, testing the design and operating effectiveness of the Company’s internal controls over financial reporting in the sales; assessing whether revenue is recognized based on the trade terms with customers through reviewing the related sales contracts or other trade documents; and performing a sample test of sales transactions taking place before and after the balance sheet date to ensure that revenue was recognized in the appropriate period.
Other Matter
We did not audit the financial statements of the investment accounted for using the equity method. The financial statements of Apex Material Technology Corp. were audited by other auditors, whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for Apex Material Technology Corp., is based solely on the report of other auditors. The investment in Apex Material Technology Corp. accounted for using the equity method constituted 8.36% and 10.86% of the total assets as of December 31, 2025 and 2024, respectively, and the related share of profit of associates accounted for using the equity method constituted 3.68% and 4.78% of the net income before tax, for the years ended December 31, 2025 and 2024, respectively.
Responsibilities of Management and Those Charged with Governance for the Parent-Company-Only Financial Statements
Management is responsible for the preparation and fair presentation of the parent-company-only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and for such internal control as management determines is necessary to enable the preparation of parent-company-only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent-company-only financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including the Audit Committee) are responsible for overseeing the Company’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Parent-Company-Only Financial Statements
Our objectives are to obtain reasonable assurance about whether the parent-company-only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent-company-only
21
financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the parent-company-only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
- Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the parent-company-only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
- Evaluate the overall presentation, structure and content of the parent-company-only financial statements, including the disclosures, and whether the parent-company-only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
- Obtain sufficient appropriate audit evidence regarding the financial information of the investee companies accounted for using the equity method to express an opinion on the parent-company-only financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent-company-only financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
22
The engagement partners on the audit resulting in this independent auditors’ report are and .
KPMG
Taipei, Taiwan (Republic of China)
March 11, 2026
Notes to Readers
The accompanying parent-company-only financial statements are intended only to present the parent-company-only financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such parent-company-only financial statements are those generally accepted and applied in the Republic of China.
The independent auditors’ report and the accompanying parent-company-only financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ report and parent-company-only financial statements, the Chinese version shall prevail.
23
(English Translation of Parent-Company-Only Financial Statements and Report Originally Issued in Chinese)
AOPEN INCORPORATED
Parent-Company-Only Balance Sheets
December 31, 2024 and 2023
(Expressed in Thousands of New Taiwan Dollars)
Assets
Current assets:
1100 Cash and cash equivalents (note 6(a))
1110 Financial assets at fair value through profit or loss – current (note 6(b))
1170 Accounts receivable, net (notes 6(d) and (r))
1180 Accounts receivable from related parties (notes 6(d), (r) and 7)
1200 Other receivables (note 6(e))
1210 Other receivables from related parties (notes 6(e) and 7)
1220 Current income tax assets
130x Inventories (note 6(f))
1479 Other current assets (note 7)
Total current assets
Non-current assets:
1517 Financial assets at fair value through other comprehensive income – non-current (note 6(c))
1550 Investments accounted for using the equity method (note 6(g))
1600 Property, plant and equipment (note 6(h))
1755 Right-of-use assets (note 6(i))
1780 Intangible assets (note 6(j))
1840 Deferred income tax assets (note 6(o))
1920 Refundable deposits
1975 Net defined benefit assets – non-current (note 6(n))
1995 Other non-current assets (note 8)
Total non-current assets
| December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|
| Amount | % | Amount | % |
| $ 1,321,366 | 33 | 1,068,349 | 35 |
| 131 | - | 435 | - |
| 5,596 | - | 5,255 | - |
| 1,797,196 | 45 | 1,185,853 | 38 |
| 1,755 | - | 1,457 | - |
| 17,412 | 1 | 1,168 | - |
| 606 | - | 616 | - |
| 38,370 | 1 | 4,230 | - |
| 89,089 | 2 | 77,050 | 3 |
| 3,271,521 | 82 | 2,344,413 | 76 |
| 33,244 | 1 | 36,629 | 1 |
| --- | --- | --- | --- |
| 659,756 | 17 | 661,121 | 22 |
| 594 | - | 1,031 | - |
| 175 | - | 52 | - |
| 879 | - | 917 | - |
| - | - | 37,306 | 1 |
| 222 | - | 222 | - |
| 15,996 | - | 14,871 | - |
| 500 | - | 500 | - |
| 711,366 | 18 | 752,649 | 24 |
Liabilities and Equity
Current liabilities:
2120 Financial liabilities at fair value through profit or loss – current (note 6(b))$
2130 Contract liabilities – current (note 6(r))
2170 Notes and accounts payable
2180 Accounts payable to related parties (note 7)
2200 Other payables (note 6(s))
2220 Other payables to related parties (note 7)
2230 Current income tax liabilities
2250 Provisions – current (note 6(m))
2280 Lease liabilities – current (notes 6(l) and (x))
2300 Other current liabilities
Total liabilities
Non-current liabilities:
2527 Contract liabilities – non-current (note 6(r))
2570 Deferred income tax liabilities (note 6(o))
2580 Lease liabilities – non-current (notes 6(l) and (x))
2650 Credit balance of investments accounted for using the equity method (note 6(g))
Total non-current liabilities
Total liabilities
Equity (notes 6(c), (g) and (p)):
3110 Common stock
3200 Capital surplus
3300 Retained earnings
3400 Other equity
Total equity
| December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|
| Amount | % | Amount | % |
| 713 | - | 86 | - |
| 246 | - | 1,195 | - |
| 1,804,964 | 45 | 1,077,272 | 35 |
| 13,543 | - | 5,281 | - |
| 51,610 | 2 | 50,018 | 2 |
| 6,206 | - | 6,594 | - |
| 31,016 | 1 | 9,905 | - |
| 10,305 | - | 52 | - |
| 124 | - | - | - |
| 403 | - | 379 | - |
| 1,919,130 | 48 | 1,150,782 | 37 |
| 996 | - | 1,523 | - |
| --- | --- | --- | --- |
| 58,156 | 1 | 58,561 | 2 |
| 52 | - | - | - |
| 338,440 | 9 | 320,065 | 11 |
| 397,644 | 10 | 380,149 | 13 |
| 2,316,774 | 58 | 1,530,931 | 50 |
| 784,480 | 20 | 784,480 | 25 |
| 420,839 | 11 | 424,412 | 14 |
| 496,344 | 12 | 415,794 | 13 |
| (35,550) | (1) | (58,555) | (2) |
| 1,666,113 | 42 | 1,566,131 | 50 |
Total assets
$ 3,982,887 100 3,097,062 100
Total liabilities and equity
$ 3,982,887 100 3,097,062 100
25
(English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese)
AOPEN INCORPORATED
Parent-Company-Only Statements of Comprehensive Income (Loss)
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Share)
| 2025 | 2024 | ||||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4000 | Net revenue (notes 6(r) and 7) | $ 7,247,119 | 100 | 6,833,701 | 100 |
| 5000 | Less: operating costs (notes 6(f), (h), (m), 7 and 12) | 6,786,175 | 94 | 6,415,491 | 94 |
| Gross profit before realized (unrealized) gross profit on sales | 460,944 | 6 | 418,210 | 6 | |
| 5910 | Add: realized (unrealized) gross profit on sales | 3,084 | - | (15,384) | - |
| Gross profit | 464,028 | 6 | 402,826 | 6 | |
| Less: operating expenses (notes 6(d), (h), (i), (j), (l), (n), (s), 7 and 12): | |||||
| 6100 | Selling expenses | 3,521 | - | 3,287 | - |
| 6200 | Administrative expenses | 54,934 | 2 | 62,238 | 2 |
| 6300 | Research and development expenses | 23,668 | - | 24,353 | - |
| 6450 | Gain on reversal of impairment loss | (100) | - | (50) | - |
| Total operating expenses | 82,023 | 2 | 89,828 | 2 | |
| Operating income | 382,005 | 4 | 312,998 | 4 | |
| Non-operating income and loss: | |||||
| 7100 | Interest income | 16,801 | - | 16,094 | - |
| 7130 | Dividend income (note 6(c)) | 570 | - | 570 | - |
| 7020 | Other gains and losses (note 6(t)) | (8,227) | - | 3,755 | - |
| 7050 | Finance costs (notes 6(l) and (t)) | (3) | - | (2) | - |
| 7070 | Share of losses of subsidiaries and associates accounted for using the equity method (note 6(g)) | (6,768) | 1 | (46,038) | - |
| Total non-operating income and loss | 2,373 | 1 | (25,621) | - | |
| Income before income tax | 384,378 | 5 | 287,377 | 4 | |
| 7950 | Less: income tax expense (benefit) (note 6(o)) | 69,513 | (1) | (13,156) | - |
| Net income | 314,865 | 4 | 300,533 | 4 | |
| Other comprehensive income (loss) (notes 6(g) and (n)) : | |||||
| 8310 | Items that will not be reclassified subsequently to profit or loss: | ||||
| 8311 | Remeasurements of defined benefit plans | 827 | - | 1,876 | - |
| 8316 | Unrealized losses from investments in equity instruments measured at fair value through other comprehensive income | (3,385) | - | (2,415) | - |
| 8330 | Share of other comprehensive income (loss) of subsidiaries and associates | (814) | - | 514 | - |
| 8349 | Income tax related to items that will not be reclassified subsequently to profit or loss | - | - | - | - |
| Total items that will not be reclassified subsequently to profit or loss | (3,372) | - | (25) | - | |
| 8360 | Items that may be reclassified subsequently to profit or loss: | ||||
| 8361 | Exchange differences on translation of foreign operations | 6,531 | - | (13,805) | - |
| 8380 | Share of other comprehensive income (loss) of subsidiaries and associates | (646) | - | 12,196 | - |
| 8399 | Income tax related to items that may be reclassified subsequently to profit or loss | - | - | - | - |
| Total items that may be reclassified subsequently to profit or loss | 5,885 | - | (1,609) | - | |
| Other comprehensive income (loss) for the year, net of income tax | 2,513 | - | (1,634) | - | |
| Total comprehensive income for the year | $ 317,378 | 4 | 298,899 | 4 | |
| Earnings per share (in New Taiwan Dollar) (note 6(q)): | |||||
| 9750 | Basic earnings per share | $ 4.01 | 3.83 | ||
| 9850 | Diluted earnings per share | $ 4.00 | 3.82 |
26
(English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese)
AOPEN INCORPORATED
Parent-Company-Only Statements of Changes in Equity
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| Retained earnings | Other equity | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Foreign currency translation differences | Unrealized gains (losses) on financial assets measured at fair value through other comprehensive income | Total | ||||||||
| Common stock | Capital surplus | Legal reserve | Special reserve | Unappropriated earnings | Total | |||||
| Balance at January 1, 2024 | $ 784,480 | 410,864 | 14,710 | 13,559 | 241,498 | 269,767 | (47,242) | (7,289) | (54,531) | 1,410,580 |
| Net income in 2024 | - | - | - | - | 300,533 | 300,533 | - | - | - | 300,533 |
| Other comprehensive income (loss) in 2024 | - | - | - | - | 2,390 | 2,390 | (1,104) | (2,920) | (4,024) | (1,634) |
| Total comprehensive income (loss) in 2024 | - | - | - | - | 302,923 | 302,923 | (1,104) | (2,920) | (4,024) | 298,899 |
| Appropriation of earnings: | ||||||||||
| Legal reserve | - | - | 22,984 | - | (22,984) | - | - | - | - | - |
| Special reserve | - | - | - | 33,272 | (33,272) | - | - | - | - | - |
| Cash dividends distributed to shareholders | - | - | - | - | (156,896) | (156,896) | - | - | - | (156,896) |
| Changes in equity of investments in associates | - | 13,548 | - | - | - | - | - | - | - | 13,548 |
| Balance at December 31, 2024 | 784,480 | 424,412 | 37,694 | 46,831 | 331,269 | 415,794 | (48,346) | (10,209) | (58,555) | 1,566,131 |
| Net income in 2025 | - | - | - | - | 314,865 | 314,865 | - | - | - | 314,865 |
| Other comprehensive income (loss) in 2025 | - | - | - | - | 13 | 13 | 6,090 | (3,590) | 2,500 | 2,513 |
| Total comprehensive income (loss) in 2025 | - | - | - | - | 314,878 | 314,878 | 6,090 | (3,590) | 2,500 | 317,378 |
| Appropriation of earnings: | ||||||||||
| Legal reserve | - | - | 30,292 | - | (30,292) | - | - | - | - | - |
| Special reserve | - | - | - | 11,724 | (11,724) | - | - | - | - | - |
| Cash dividends distributed to shareholders | - | - | - | - | (211,810) | (211,810) | - | - | - | (211,810) |
| Changes in equity of investments in associates | - | (597) | - | - | - | - | - | - | - | (597) |
| Acquisition of subsidiary’s additional interests | - | (2,976) | - | - | (2,013) | (2,013) | - | - | - | (4,989) |
| Disposal of financial assets at fair value through other comprehensive income | - | - | - | - | (20,505) | (20,505) | - | 20,505 | 20,505 | - |
| Balance at December 31, 2025 | $ 784,480 | 420,839 | 67,986 | 58,555 | 369,803 | 496,344 | (42,256) | 6,706 | (35,550) | 1,666,113 |
27
(English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese)
AOPEN INCORPORATED
Parent-Company-Only Statements of Cash Flows
For the years ended December 31, 2025 and 2024
| 2025 | 2024 | |
|---|---|---|
| Cash flows from operating activities: | ||
| Income before income tax | $ 384,378 | 287,377 |
| Adjustments for: | ||
| Adjustments to reconcile profit or loss: | ||
| Depreciation | 561 | 959 |
| Amortization | 2,535 | 2,095 |
| Gain on reversal of impairment loss | (100) | (50) |
| Interest expense | 3 | 2 |
| Interest income | (16,801) | (16,094) |
| Dividend income | (570) | (570) |
| Share of loss of subsidiaries and associates accounted for using the equity method | 6,768 | 46,038 |
| Gain on disposal of property, plant and equipment | - | (79) |
| Unrealized (realized) gross profit on sales | (3,084) | 15,384 |
| Total adjustments for profit or loss | (10,688) | 47,685 |
| Changes in operating assets and liabilities: | ||
| Changes in operating assets: | ||
| Financial assets at fair value through profit or loss | 304 | (122) |
| Accounts receivable | (241) | 11,038 |
| Accounts receivable from related parties | (611,343) | (39,049) |
| Other receivables | 396 | (49) |
| Other receivables from related parties | (964) | (597) |
| Inventories | (34,140) | 13,112 |
| Other current assets | (12,039) | (26,676) |
| Net defined benefit assets | (298) | (208) |
| Changes in operating assets | (658,325) | (42,551) |
| Changes in operating liabilities: | ||
| Financial liabilities at fair value through profit or loss | 627 | (797) |
| Contract liabilities | (1,476) | (3,343) |
| Notes and accounts payable | 727,692 | (52,542) |
| Accounts payable to related parties | 8,262 | (2,713) |
| Other payables | 1,592 | 4,151 |
| Other payables to related parties | (388) | 1,308 |
| Provisions | 400 | (656) |
| Other current liabilities | 24 | (17) |
| Changes in operating liabilities | 736,733 | (54,609) |
| Total changes in operating assets and liabilities | 78,408 | (97,160) |
| Total adjustments | 67,720 | (49,475) |
| Cash provided by operations | 452,098 | 237,902 |
| Interest received | 16,107 | 16,164 |
| Interest paid | (3) | (2) |
| Income taxes paid | (1,586) | (1,518) |
| Net cash flows provided by operating activities | 466,616 | 252,546 |
(Continued)
28
(English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese)
AOPEN INCORPORATED
Parent-Company-Only Statements of Cash Flows (Continued)
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollar)
| 2025 | 2024 | |
|---|---|---|
| Cash flows from investing activities: | ||
| Additions to property, plant and equipment | $ - | (283) |
| Proceeds from disposal of property, plant and equipment | - | 79 |
| Additions to intangible assets | (2,497) | (1,641) |
| Increase in other receivables from related parties | (15,280) | - |
| Decrease in other financial assets | - | 200,000 |
| Dividends received | 16,111 | 20,940 |
| Net cash flows provided by (used in) investing activities | (1,666) | 219,095 |
| Cash flows from financing activities: | ||
| Payments of lease liabilities | (123) | (124) |
| Cash dividends distributed to shareholders | (211,810) | (156,896) |
| Net cash flows used in financing activities | (211,933) | (157,020) |
| Net increase in cash and cash equivalents | 253,017 | 314,621 |
| Cash and cash equivalents at beginning of year | 1,068,349 | 753,728 |
| Cash and cash equivalents at end of year | $ 1,321,366 | 1,068,349 |
Attachment 6
Aopen Incorporated
Profit Distribution Statement for the Year 2025
Unit: NT$
| Beginning Balance of Un-appropriated Retained Earnings | 77,443,435 |
|---|---|
| Plus : 2025 Net Income after Tax | 314,865,146 |
| Plus : Profit in other comprehensive income and losses for the period | 12,341 |
| Deduct : Acquire partial equity in a subsidiary | (2,013,434) |
| Deduct : Disposal of financial assets measured at fair value through other comprehensive income | (20,505,198) |
| Deduct : Legal Reserve | (29,235,886) |
| Plus : Reversal of Special Reserve | 23,005,373 |
| Accumulative earnings available for appropriation | 363,571,777 |
| Appropriation Items (Note): | |
| Cash dividends to shareholders (NT$3/per share) | (235,344,039) |
| Ending Balance of Un-appropriated Retained Earnings | 128,227,738 |
Note: Cash dividends were approved by Board of Directors and shall be reported in General Shareholders' Meetings.
Chairman of Board:
Victor Chien
Corporate Officer:
Ken Wang
Accounting Officer:
Edward Chen
Attachment 7
The Concurrent Positions of Director and Independent Director Candidates
| Type | Name | All Current Position (Note 1) |
|---|---|---|
| Director | Acer Inc. legal representative / Director Victor Chien | 1. Acer Incorporated, President 2. AVerMedia Technologies, Inc., Independent Director 3. Posiflex Technology, Inc. Director 4. Apacer Technology Inc., Director 5. Aopen SmartVision Incorporated, Chairman () 6. ENKU Capital Inc. Chairman () 7. Embedded City Taiwan Limited, Director (*) |
| Director | Acer Inc. legal representative / Director Maverick Shih | 1. Acer Inc., Director 2. Acer Cyber Security Incorporated, Chairman 3. Acer Synergy Tech Corp., Chairman 4. Acer Synergy Manpower Corp. Director 5. Acer e-Enabling Service Business Inc. Director 6. Acer Being Signage Inc. Chairman () 7. Acer e-Enabling Data Center Incorporated Chairman() 8. Acer Cloud Technology (Taiwan) Inc. Chairman () 9. Shanghai AST Technology Service Ltd. Director() 10. SATORO Taiwan Inc., Chairman () 11. MAVs LAB. Inc. Chairman & CEO () 12. Acer Being Communication Inc. Director() 13. Acer ITS Inc.Director () 14. Chongqing Xiantao Frontier Consumer Behavior Big Data Co., Ltd. Director () 15. Allxon Inc.,Director () 16. Monte Jade Science and Technology Association, Vice Chairman () 17. Acer Cloud Technology (US), Inc. Chairman () 18. Acer Cloud Technology Inc. Chairman () 19. Acer Synergy Tech America Corporation, Director () |
| Director | Acer Inc. legal representative / Director Katy Chang | 1. Acer Inc. Chief of Investor Relations Division |
| Independent Director | Grace Lung | 1. Dayun Precision Industry Co., Ltd., Independent Director 2. Acer Cyber Security Inc., Independent Director 3. Xianglong Investment Co., Ltd., Chairman() 4. ASERVE Technology Corp., Chairman() |
| Type | Name | All Current Position (Note 1) |
|---|---|---|
| Independent Director | SA Chen (Acct. No.: 0125967) | 1. Maxigen Biotech Inc., Independent Director 2. Yang-Ming National Chiao Tung University, Professor of Internal Medicine() 3. Taipei Veterans General Hospital, Attending Physician, Department of Cardiology () 4. Shin Kong Medical Foundation, Director () 5. International Forum on Ventricular Arrhythmias, Chairman() 6. Taiwan Smart Healthcare Alliance Project, National Science Council, Convenor () 7. AI Certification Center, Ministry of Health and Welfare, Convenor() |
| Independent Director | Tai-Fu Chen | None |
| Independent Director | William Shen | None |
Note 1: (*) The company is a privately-owned company