AI assistant
AP Memory — AGM Information 2026
May 27, 2026
52578_rns_2026-05-27_054b9474-0aee-4652-a54d-d070d652bc70.pdf
AGM Information
Open in viewerOpens in your device viewer
AP Memory Technology Corporation
2026 Annual Shareholders Meeting Minutes
(Notice to readers: This English version is a summary translation of the Chinese version and is not an official document of the shareholders' meeting. If there is any discrepancy between the English and Chinese versions, the Chinese version shall prevail.)
Time: 9:00 a.m. on Friday, May 8, 2026
Place: 2F, No. 3, Taiyuan 1st St., Zhubei City, Hsinchu County 302, Taiwan (R.O.C.)
(Conference Room of Tai Yuen Hi-Tech Industrial Park III)
Convening Method: Physical Meeting
Attendants: Total shares represented by shareholders present in person and by proxies:
118,594,427 shares (including 51,366,194 shares cast via electronic voting), and the percentage of shares represented was 72.82% of the Company's total outstanding shares of 162,846,540.
Chairman: Chen, Wen-Liang, the Chairman of the Board of Directors
Recorder: Chiu, Yu-Fang
Directors present: Chen, Wen-Liang; Hung, Chih-Hsun; Hsieh, Ming-Lin; Yeh, Jui-Pin; Sun, Elizabeth (Independent Director, Chairperson of Audit Committee); Wang, Hsuan (Independent Director); Chen, Ken (Independent Director). A total of seven directors attended the meeting in person, which is more than half of all Directors.
Attendees: Lin, Yu-Hsin (CFO); Yu, Chih-Feng (CPA); Chou, Shih-Chieh (Attorney)
-
Call the Meeting to Order:
The aggregate shareholding of the shareholders present constituted a quorum. The Chairman called the meeting to order. -
Open Speech by the Chairman: (Omitted)
-
Report Items
Item 1: To report the business of 2025.
Explanatory Notes: Please refer to Attachment 1.
※Summary of Shareholders' Statements on Report Item 1 and the Company's Responses:
Summary of Shareholder's Statements (Account No. 130936):
The shareholder raised questions regarding the Company's financial planning and risk management strategies in relation to exchange rates, interest rates, and capital allocation, including the impact of the appreciation of the New Taiwan Dollar on gross margin as stated in the Business Report, the reasons for maintaining a relatively high U.S. dollar position, the Company's foreign exchange risk management strategies, the allocation of funds by currency, the relatively high level of U.S. dollar time deposits, and the intended use of such funds.
- 1 -
Summary of Responses by the Chairman and the Chairman's Designated Personnel:
The impact of exchange rates on gross margin arises from foreign exchange differences resulting from timing differences between cost recognition and revenue recognition, which are reflected in gross profit.
The relatively high U.S. dollar position primarily reflects the fact that operating revenues and expenditures are largely denominated in U.S. dollars. In addition, the U.S. dollar proceeds raised through the issuance of GDRs may not be freely converted into other currencies under applicable regulations.
The foreign exchange loss incurred in the second quarter of 2025 due to short-term exchange rate fluctuations was a one-time impact and remained manageable overall. From a risk management and capital utilization perspective, a prudent strategy is adopted. The relatively high U.S. dollar position reflects industry characteristics and operational requirements. Based on an assessment of actual operating conditions, the scale of funds is considered to be within a reasonable range.
Summary of Shareholder's Statements (Account No. 119578):
The shareholder raised questions and suggestions regarding the Company's resource allocation and information disclosure, including discrepancies in disclosed gross margin information and recommendations to enhance consistency of disclosures; the intended transition from niche applications to larger-scale mainstream application markets, including clarification of the definition of such markets and whether AI would serve as the primary development focus; recommendations to strengthen foreign exchange risk management mechanisms or recruit relevant professionals in light of significant fluctuations in foreign exchange gains and losses; and suggestions to improve the timeliness and transparency of information disclosure, noting that the financial statements for the first quarter of 2026 had not yet been disclosed.
Summary of Responses by the Chairman and the Chairman's Designated Personnel:
Differences in disclosed gross margin information for 2025 are attributable to rounding adjustments.
The term "mainstream application markets" refers to larger-scale markets compared with the niche markets previously focused on low-end IoT devices. Going forward, the Company plans to expand into broader application sectors, with AI-related markets serving as a key strategic focus. Relevant products include silicon capacitors and VHM™ (3D stacked memory), among others. Additional suggestions are taken into consideration, and practices continue to be enhanced in compliance with applicable regulations and corporate governance principles.
Item 2: 2025 Audit Committee's review report
Explanatory Notes: Please refer to Attachment 2.
Item 3: To report 2025 employees' and Directors' compensation.
Explanatory Notes:
A. In accordance with the Company's Articles of Incorporation, employee compensation shall be allocated at a rate of not less than 1% of the pre-tax profit for the current year before deduction of employee and Director compensation, and no less than 5% of the total employee compensation shall be reserved for distribution to non-executive employees. After taking into comprehensive consideration the Company's capital structure, shareholders' equity, and the relevant provisions of the Articles of Incorporation, it is proposed that employee compensation in the amount of NT$36,235,086 be distributed from the earnings of Fiscal Year 2025 as the estimated basis for recognizing employee compensation expense for the year. The proposed allocation represents 2.27% of the aforementioned pre-tax profit and shall be fully distributed in cash. Of the total employee compensation, the portion allocated to non-executive employees amounts to NT$2,304,600, accounting for 6.36% of total employee compensation, which is in compliance with the requirements of the Articles of Incorporation.
B. As stipulated in the preceding paragraph, the appropriation of Directors' compensation should not be higher than 3% of the current year's pre-tax income before deducting the distribution of employees' profit-sharing bonus and Directors' compensation. Taking into consideration the Company's capital structure, shareholders' equity, and the Articles of Incorporation, it is proposed to allocate NT$4,800,000 from the fiscal year 2025 earnings, and the entire amount will be paid in cash, at a ratio of 0.30% of the aforementioned pre-tax profit, which is in compliance with the Articles of Incorporation.
C. There is no difference between the above allocation and the estimated amount of expenses recognized for 2025.
Item 4: To report 2025 earnings distribution.
Explanatory Notes:
A. In accordance with Article 21-1 of the Company's Articles of Incorporation, the Board of Directors is authorized to resolve that all or a portion of the dividends and bonuses to be distributed shall be in the form of cash payments and shall be reported to the Shareholders' Meeting.
B. On February 26, 2026, the Company's Board of Directors resolved to distribute cash dividends totaling NT$1,139,702,004. Based on the total number of 162,814,572 shares outstanding as of February 12, 2026, each common share is entitled to a cash dividend of NT$7.0. Cash dividends are calculated to the nearest dollar, with fractional amounts rounded down. The aggregate amount of such fractional cash dividends shall be recorded as the Company's other income.
C. The Chairman of the Board is authorized to determine the record date and payment date of the cash dividends. Should there be any change in the number of shares outstanding due to a cash capital increase or other factors, resulting in an adjustment to the dividend distribution ratio, the Chairman is authorized to handle all relevant matters.
Item 5: To report 2025 details and amount of the compensation received by individual Directors.
Explanatory Notes:
A. Pursuant to the Company's "Compensation Policy for Directors and Functional Committee Members" and taking into account the Company's future operational risks and the positive correlation between compensation and operating performance, remuneration is allocated to individual non-independent Directors. Independent Directors of the Company receive fixed remuneration only and do not participate in the distribution of Directors'
compensation.
B. For the 2025 details and amount of the compensation received by individual Directors, please refer to Attachment 3.
4. Proposed Resolutions
To accept the 2025 Business Report, Financial Statements, and Earnings Distribution Table.
(Proposed by the Board of Directors)
Explanatory Notes:
A. 2025 Financial Statements, including Balance Sheets, Statements of Comprehensive Income, Statements of Changes in Equity, and Statements of Cash Flows, were audited by independent auditors, Mr. Chien, Ming-Yen and Ms. Chuang, Pi-Yu of Deloitte & Touche.
B. 2025 Business Report, Independent Auditors' Report, the aforementioned Financial Statements, and the Earnings Distribution Table are attached hereto as Attachments 1, 4, and 5.
Resolution: RESOLVED, that the above proposal be and hereby was approved as proposed.
Shares represented at the time of voting: 118,539,354.
| Voting Results | % | |
|---|---|---|
| Votes in favor: | 100,158,962 (with electronic votes: 33,288,295) | 84.49% |
| Votes against: | 8,407 (with electronic votes: 8,407) | 0.01% |
| Votes abstained: | 18,371,985 (with electronic votes: 18,069,492) | 15.50% |
Summary of Shareholders' Statements on Matters for Recognition and the Company's Responses:
Summary of Shareholder's Statements (Account No. 119578):
The shareholder expressed concerns regarding the investee company OCKY, questioned the reasons for the recognition of investment losses in its subsidiary, Onecent Technology Co., Ltd., and suggested that clearer disclosure of OCKY's full name and background information be provided in the financial statements to improve transparency and clarity.
Summary of Responses by the Chairman and the Chairman's Designated Personnel:
Relevant investee information has been disclosed in accordance with the notes to the 2025 annual financial statements. The suggestions regarding enhanced disclosure are taken into consideration, and improvements will continue to be made in compliance with applicable regulations.
Summary of Shareholder's Statements (Account No. 130936):
The shareholder raised concerns regarding the relationship among time deposit balances, interest rate changes, capital allocation, and deposit periods.
Summary of Responses by the Chairman and the Chairman's Designated Personnel:
The time deposit balance disclosed in the financial statements represents the ending balance, while interest income is calculated based on the annual average balance. Accordingly,
differences in calculation bases may result in an increase in balances while interest income decreases.
Time deposits with maturities exceeding three months are presented under separate accounting items and should be assessed together with the Company's overall liquidity position. Funds are allocated flexibly based on liquidity needs and prevailing interest rate conditions.
5. Discussion Items
Amendment of the "Rules Governing the Procedures for Shareholders Meetings".
(Proposed by the Board of Directors)
Explanatory Notes:
A. Pursuant to the letter No. TWSE Governance Letter 11500029701 issued by the Taiwan Stock Exchange Corporation, and in accordance with the amendment to Article 6 of the "Regulations Governing Content and Compliance Requirements for Shareholders' Meeting Agenda Handbooks of Public Companies", the Company proposes to amend its "Rules of Procedure for Shareholders' Meetings".
B. A comparison table of the articles before and after the amendment is attached hereto as Attachment 6.
Resolution: RESOLVED, that the above proposal be and hereby was approved as proposed.
Shares represented at the time of voting: 118,539,354.
| Voting Results | % |
|---|---|
| Votes in favor: 100,748,295 (with electronic votes: 33,877,628) | 84.99% |
| Votes against: 11,663 (with electronic votes: 11,663) | 0.01% |
| Votes abstained: 17,779,396 (with electronic votes: 17,476,903) | 15.00% |
6. Director Election
To elect eight Directors (including four Independent Directors)
(Proposed by the Board of Directors)
Explanatory Notes:
A. The term of office of the Company's fifth Board of Directors, consisting of eight (8) Directors including four (4) independent Directors, will expire on May 28, 2026. In accordance with applicable laws, the election of the sixth Board of Directors (including independent Directors) will be conducted at the 2026 Annual Shareholders' Meeting. Upon the election of the new Directors, the fifth Board of Directors (including independent Directors) shall be dismissed concurrently.
B. Pursuant to Article 14 of the Company's Articles of Incorporation, eight (8) Directors, including four (4) independent Directors, are to be elected. The election shall be conducted under the candidate nomination system. Shareholders shall elect the Directors from the List of Director (including Independent Director) Candidates, whose education and professional qualifications, experience and relevant information are attached hereto as Attachment 7.
C. The terms of office of the Directors to be elected shall be three years, commencing on May 8, 2026 and expiring on May 7, 2029.
Election Results:
| AP Memory Technology Corporation
2026 Annual Shareholders Meeting – List of Newly Elected Directors | | |
| --- | --- | --- |
| Title | Name | Elected Votes |
| Director | Chen, Wen-Liang | 102,703,546 |
| Director | Hung, Chih-Hsun | 94,402,167 |
| Director | Shanyi Investment Co., Ltd
Representative: Yeh, Jui-Pin | 92,353,113 |
| Director | Li Shun Investment Co., Ltd
Representative: Hsieh, Ming-Lin | 91,115,912 |
| Independent Director | Sun, Elizabeth | 99,120,943 |
| Independent Director | Wang, Hsuan | 90,740,841 |
| Independent Director | Chen, Ken | 86,713,237 |
| Independent Director | Chou, Jessica | 81,797,594 |
7. Other Proposal
To Release Newly Elected Directors (including Independent Directors) and their Representatives from non-compete Restrictions.
(Proposed by the Board of Directors)
Explanatory Notes:
A. In accordance with Article 209 of the Company Act, a Director or his representative who does anything for himself or on behalf of another person that is within the scope of the Company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.
B. Please refer to Attachment 8 for details of releasing the Newly Elected Directors (including Independent Directors) and their Representatives from non-competition restrictions.
Resolution: RESOLVED, that the above proposal be and hereby was approved as proposed.
Shares represented at the time of voting: 118,539,354.
| Voting Results | % | |
|---|---|---|
| Votes in favor: | 99,476,687 (with electronic votes: 32,606,020) | 83.91% |
| Votes against: | 317,904 (with electronic votes: 317,904) | 0.27% |
| Votes abstained: | 18,744,763 (with electronic votes: 18,442,270) | 15.82% |
8. Extemporary Motions: None.
9. Adjournment: Meeting was adjourned at 10:18 a.m.
Attachment 1. Business Report
Business Report
In 2025, AP Memory achieved significant revenue growth and solid progress across all of our product lines: IoTRAM™, S-SiCap™, and VHM™. IoTRAM™ product line demonstrated solid revenue growth, S-SiCap™ product line started to MP and contributed nearly 20% of annual revenue, while VHM™ product line achieved AI accelerator product design-ins for the first time.
Consolidated revenue for 2025 was NT$5.67 billion, a significant increase of 35% compared to 2024. Gross profit increased 23% from NT$2.15 billion to NT$2.63 billion. Gross margin rate decreased by 4 percentage points to 47% due to product mix and NTD appreciation. Pre-tax operating income was NT$1.40 billion, up 32% from 2024. Net income was NT$1.26 billion (earnings per share of NT$7.74), a 20% YoY decrease, primarily due to foreign exchange losses resulting from the rapid NTD appreciation in 2025.
Unit: in Thousands of NT$, unless specified otherwise
| 2025 (A) | 2024(B) | ΔAMT(C=A-B) | Δ%(C/B) | |
|---|---|---|---|---|
| REVENUE | 5,666,498 | 4,192,378 | 1,474,120 | 35% |
| GROSS PROFIT | 2,633,661 | 2,145,573 | 488,088 | 23% |
| GROSS PROFIT RATE(%) | 47% | 51% | ( 4%) | |
| OPERATING EXPENSE | 1,234,470 | 1,082,483 | 151,987 | 14% |
| OPE. EXPENSE RATE(%) | 22% | 26% | ( 4%) | |
| OPERATING INCOME | 1,399,191 | 1,063,090 | 336,101 | 32% |
| NON-OPERATING NET PROFIT | 119,251 | 969,785 | ( 850,534) | ( 88%) |
| NET INCOME BEFORE TAX | 1,518,442 | 2,032,875 | ( 514,433) | ( 25%) |
| NET INCOME | 1,239,886 | 1,578,232 | ( 338,346) | ( 21%) |
| NET INCOME RATE(%) | 22% | 38% | ( 16%) | |
| NET INCOME ATTRIBUTE TO OWNERS OF THE COMPANY | 1,257,655 | 1,578,232 | ( 320,577) | ( 20%) |
| EPS(NT$) | 7.74 | 9.73 | ( 1.99) | ( 20%) |
As of December 31, 2025, the Company's total liquidity position is approximately NT$11 billion. Significant changes in our balance sheet include: In the 2nd half of 2025, we exited our investment in Hai Ning Chang Meng Technology Partnership for RMB$ 145 million, resulting in a decrease in financial assets at FVTPL; In Q3 2025, we made an investment in HamminX Ltd. (a startup company) for US$5 million, recognized as financial assets at FVTOCI.
At the end of 2025, total liabilities were NT$2.4 billion, with a debt ratio of 16%. This represents a significant increase compared to the end of 2024, primarily due to contract liabilities arising from customer prepayments, as well as an increase in short-term borrowing.
The net equity of shareholders was NT$12.36 billion at the end of 2025. Excluding minority interests, equity attributable to owners of the company was NT$ 12.24 billion, an increase of 3% compared to the end of 2024. We continue to maintain a strong financial structure, with liquid assets accounting for 75% of total assets.
Unit: in Thousands of NT$,
| 2025 (D) | 2024 (E) | ΔAMT(F=D-E) | Δ%(F/E) | |
|---|---|---|---|---|
| CASH AND CASH EQUIVALENTS | 7,263,192 | 4,188,544 | 3,074,648 | 73% |
| FINANCIAL ASSETS AT AMORTIZED COST | 3,755,814 | 4,752,325 | (996,511) | (21%) |
| INVENTORIES | 1,144,751 | 1,203,177 | (58,426) | (5%) |
| FINANCIAL ASSETS AT FVTPL | 86,433 | 543,115 | (456,682) | (84%) |
| FINANCIAL ASSETS AT FVTOCI | 157,150 | - | 157,150 | - |
| INVEST. ACCTED. FOR USING THE EQUITY METHOD | 962,914 | 874,465 | 88,449 | 10% |
| OTHER ASSETS | 1,370,018 | 1,446,662 | (76,644) | (5%) |
| TOTAL ASSETS | 14,740,272 | 13,008,288 | 1,731,984 | 13% |
| TOTAL LIABILITIES | 2,376,226 | 1,101,231 | 1,274,995 | 116% |
| CAPITAL STOCK | 813,762 | 812,108 | 1,654 | - |
| OTHER EQUITY | 11,428,835 | 11,094,949 | 333,886 | 3% |
| EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY | 12,242,597 | 11,907,057 | 335,540 | 3% |
| NON-CONTROLLING INTERESTS | 121,449 | - | 121,449 | - |
| TOTAL EQUITY | 12,364,046 | 11,907,057 | 456,989 | 4% |
IoTRAM™ Product Line
Our IoTRAM™ product line, which supplies cost-effective IoTRAM™ products to IoT market worldwide, achieved a significant revenue growth, from NT$3.25 billion to NT$4.19 billion, representing 74% of revenue.
IoTRAM™ saw significant unit volume growth across all market segments. The wearable segment, in particular, continued to grow in both unit volume and per-unit memory capacity. This growth in wearable is driven by incorporation of new functions, including AR/VR and AI, which we expect to continue.
The newly introduced ApSRAM™, designed specifically for extreme low-power applications, started production in the fourth quarter, while continuing to gain design-ins in wearable, microcontroller, display, and edge-AI markets.
The recent shortage and price spike in commodity memory has further demonstrated the advantages of customized memory devices over commodity. With these advantages, including superior specifications, stable prices, and most importantly, stable supply, we expect more applications to shift from commodity memory to customized in the coming years.
- 9 -
■ S-SiCap™ Product Line
After many years of development, S-SiCap™ product line contributed NT$1.1 billion, 20% of revenue in 2025, primarily from S-SiCap™ interposers.
S-SiCap™ interposer (IPC), driven by demand from high-performance-computing with advanced HBM3/3E, has ramped up to monthly production volume of thousands of wafers.
Our discrete S-SiCap™ devices (IPD), has been qualified for both land-side and embedded-in-substrate applications. These applications, especially embedded-in-substrate, are expected to grow substantially in the coming years.
With growth of both IPC and IPD, we expect S-SiCap™ product line to grow significantly in revenue. Our S-SiCap™ product line leads the market in capacitance density. Capacitance density is increasingly important due to stringent SI/PI requirements in high-performance-computing.
■ VHM™ Product Line
VHM™ product line continues to make progress towards mainstream adoption. In 2025, we successfully won product design-ins for AI accelerators. We also have multiple POC projects ongoing.
VHM™ product line revenue was NT$0.37 billion, 6% of revenue. Revenue declined from 2024 due to reduction in crypto-currency wafer sales revenue. But NRE revenue increased due to a ramp-up of design-in activities.
On technology development side, we made significant progress in qualifying VHMStack™ with advanced logic nodes. In the long term, we continue to expect VHM™ and VHMStack™ to be adopted by more customers, primarily for AI accelerator applications.
■ New Opportunities
AP Memory continues to explore new opportunities.
Onecent Technology, a subsidiary focusing on UHF RFID tag IC, started production shipment. We expect RFID tag IC market to grow significantly due to adoption in logistics and retail markets.
We are leveraging our partnership with M3TEK (TWSE: 6799) to develop revolutionary products for IoT and high-performance-computing markets. We made an investment in PowerLattice, a leading innovator in IVR (integrated voltage regulators). We also invested in the startup HamminX, which develops CXL memory module technology for high-speed memory, in the 3rd quarter. AP Memory
will continue to make strategic investments to identify and prepare for potential key technologies.
GDR Fund and Non-Operating Update
We completed a $190M GDR offering in January 2022. The deployment of this capital has been slower than expected, primarily due to uncertainties arising from geopolitical and general market changes.
In Q2 2025, TWD experienced a sudden appreciation of nearly 12% against USD. This resulted in a significant foreign exchange loss, and a net quarterly loss in fiscal Q2. The foreign exchange loss is mostly an accounting loss with no significant effect on our operations.
With a liquidity position exceeding NT$10 billion, we continue to manage our finances conservatively. Our cash balance is invested primarily in interest-bearing USD time deposits. USD interest rate changes will impact our interest income directly.
In Q4 2025, we exited our investment in Hai Ning Chang Meng Technology Partnership, a China-based investment partnership. This exit is driven by changes in our 3DIC strategy. As 3D IC ecosystem matures, we are realigning our focus from niche to mainstream applications.
Macro Environment and Long-term Outlook
The market has adapted to US export regulations enacted in the last few years. We expect the impact of the US-China trade war on our business to be limited.
The industry is experiencing another supply shortage, particularly in memory. This shortage is currently having some minor effect on our business. We expect this supply shortage to pass in the coming quarters, like all previous supply shocks.
AI infrastructure investment worldwide is projected into trillions of dollars. We expect this investment megatrend to translate to significant opportunities in our S-SiCap™ and VHM™ product lines.
Our continuing effort to develop disruptive products will further expand the scope, scale, and stability of our business, and ultimately increase the long-term value of our business.
- 10 -
We deeply appreciate the support and encouragement of our shareholders, as well as that of our customers, suppliers, employees, and other ecosystem partners
AP Memory Technology Corporation
Chairman and Chief Executive Officer: Chen, Wen-Liang
President: Hung, Chih-Hsun
Chief Financial officer: Lin, Yu-Hsin
Accounting and Financial Officer: Hung, Mao-Chuan
- 11 -
Attachment 2. Audit Committee's Review Report
Audit Committee's Review Report
The Board of Directors has prepared the AP Memory Technology Corporation's (APM) 2025 Business Report, Financial Statements, and proposal for allocation of annual earnings. The CPA firm of Deloitte & Touche was retained to audit APM's Financial statements and has issued an audit report relating to the Financial Statements. The Business Report, Financial Statements, and the annual earnings allocation proposal have been reviewed and determined to be correct and accurate by the Audit Committee members of APM. According to relevant requirements of the Securities and Exchange Act and Company Law, we hereby submit this report.
AP Memory Technology Corporation
Chairperson of Audit Committee : Sun, Elizabeth
February 26, 2026
- 12 -
Attachment 3. The 2025 remuneration details and amounts received by directors
Unit: In thousands of NTD; 1,000 shares; %
| Job Title | Name | Remuneration to directors | Sum of A+B+C+D and ratio to net income | Remuneration received by directors for concurrent service as an employee | Sum of A+B+C+D+E+F+G and ratio to net income | Remuneration received from investee enterprises other than subsidiaries or from the parent company | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Base Compensation (A) | Retirement pay and pension (B) | Director's Compensation (C) | Expenses and perquisites (D) | Salary, rewards, and special disbursement. (E) | Retirement pay and pension (F) | Employee profit-sharing compensation (G) (Note 2) | ||||||||||||||||
| The Company | All consolidated entities | The Company | All consolidated entities | The Company | All consolidated entities | The Company | All consolidated entities | The Company | All consolidated entities | The Company | All consolidated entities | The Company | All consolidated entities | The Company | All consolidated entities | The Company | All consolidated entities | |||||
| Chairman & CEO & CTO | Chen, Wen-Liang | - | - | - | - | 1,108 | 1,108 | - | - | 1,108 0.09% | 1,108 0.09% | 41,261 | 41,261 | 108 | 108 | 952 | - | 952 | - | 47,217 3.75% | 47,217 3.75% | |
| Director & President | Hung, Chih-Hsun | - | - | - | - | 738 | 738 | - | - | 738 0.06% | 738 0.06% | |||||||||||
| Director | Shanyi Investment Co., Ltd | - | - | - | - | 1,477 | 1,477 | - | - | 1,477 0.12% | 1,477 0.12% | |||||||||||
| Representative: Yeh, Jui-Pin | - | - | - | - | - | - | 48 | 48 | 48 -% | 48 -% | ||||||||||||
| Director | Li Shun Investment Co. | - | - | - | - | 1,477 | 1,477 | - | - | 1,477 0.12% | 1,477 0.12% | |||||||||||
| Representative: Hsieh, Ming-Lin | - | - | - | - | - | - | 48 | 48 | 48 -% | 48 -% | ||||||||||||
| Independent Director | Wang, Hsuan | 1,692 | 1,692 | - | - | - | - | 96 | 96 | 1,788 0.14% | 1,788 0.14% | - | - | - | - | - | - | - | 1,788 0.14% | 1,788 0.14% | - | |
| Independent Director | Sun, Elizabeth | 1,692 | 1,692 | - | - | - | - | 72 | 72 | 1,764 0.14% | 1,764 0.14% | - | - | - | - | - | - | - | 1,764 0.14% | 1,764 0.14% | - | |
| Independent Director | Liu, Frank | 1,512 | 1,512 | - | - | - | - | 96 | 96 | 1,608 0.13% | 1,608 0.13% | - | - | - | - | - | - | - | 1,608 0.13% | 1,608 0.13% | - | |
| Independent Director | Chen, Ken^{(Note 3)} | 1,008 | 1,008 | - | - | - | - | 64 | 64 | 1,072 0.09% | 1,072 0.09% | - | - | - | - | - | - | - | 1,072 0.09% | 1,072 0.09% | - |
Note 1: Except disclosed in the table above, compensation received by a company director in the most recent year for services rendered to all companies listed in the financial statements (e.g., as a consultant, not an employee, etc.): N/A
Note 2: The estimated director's compensation and employee compensation in 2024 were approved to pay in cash by the resolution of the Board of Directors on February 27, 2025.
Note 3: Mr. Chen, Ken was appointed as Independent Director on April 30, 2025.
Attachment 4. Independent Auditors' Report and 2025 Financial Statements
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
AP Memory Technology Corporation
Opinion
We have audited the accompanying financial statements of AP Memory Technology Corporation, which comprise the Parent Company Only Statement of Financial Position as of December 31, 2025 and December 31, 2024, the Parent Company Only Statement of Comprehensive Income from January 1 to December 31, 2025 and from January 1 to December 31, 2024, Parent Company Only Statement of Change in Equity, Parent Company Only Statement of Cash Flows, and Notes to Parent Company Only Financial Statement (including a summary of significant accounting policies).
In our opinion, the accompanying parent company only financial statements are properly drawn up in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS) so as to give a true and fair view of the financial position of AP Memory Technology Corporation as of December 2025 and 2024 and of the financial performance, changes in equity and cash flows of AP Memory Technology Corporation from January 1 to December 31, 2025 and 2024.
Basis for Opinion
We were commissioned to conduct our audit in accordance with Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and Generally Accepted Auditing Standards. Our responsibilities under those standards are further described in the 'Accountant's responsibilities for the audit of the financial statements' section of our report. We are independent of AP Memory Technology Corporation in accordance with the Accounting and Corporate Regulatory Authority Code of Professional Conduct and Ethics for Public Accountants and Accounting Entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
The key audit matter is which that, in our professional judgment, is most significant to our review of the Parent Company Only Financial Statements of AP Memory Technology Corporation for 2025. Such matter has been considered in the process of examining the parent company only financial statements taken as a whole and forming an opinion thereon, and we do not express an opinion on the matter individually.
The following is the description of the key audit matter in the Parent Company Only Financial Statements of AP Memory Technology Corporation for 2025:
- 14 -
- 15 -
Authenticity of Sales Revenue from Specific Customers
In the fiscal year 2025, AP Memory Technology Corporation’s sales revenue from certain customers has shown significant growth compared to the fiscal year 2024, constituting a substantial portion of the total sales revenue. Therefore, the authenticity of the related sales revenue has been identified as one of the key audit matters.
During the audit, our accountants performed the following audit procedures in response to this key audit matter:
- Understand and evaluate the internal control system related to revenue recognition, and test the design and execution of such controls.
- Sample confirmation requests were sent for the entire year's sales revenue from the specific customers, and alternative procedures were conducted for those from whom confirmation was not timely received. This includes verifying transaction evidence and subsequent collections.
- Perform audit sampling on the sales revenue details of the specific customers, review related transaction documents, including customer orders, shipping documents, and receipts, to confirm the authenticity of the revenue recognized.
- Audit the occurrences of sales returns and allowances after the reporting period and subsequent collections to confirm the reasonableness of the sales revenue recognized.
Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements
Management’s responsibility is to prepare the parent company only financial statements present fairly, in all material respects, according to Regulations Governing the Preparation of Financial Reports by Securities Issuers as well as maintain necessary internal control related to the preparation of the parent company only financial statements in order to ensure there is no major untrue expression on the financial statements due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing the ability of AP Memory Technology Corporation to continue as going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate AP Memory Technology Corporation or to cease operations, or has no realistic alternative, but to do so.
The responsibilities of the governing body (including the audit committee) include overseeing the financial reporting process of AP Memory Technology Corporation.
Auditors’ Responsibilities for the Audit of the Parent Financial Statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with GAAS 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 in the basis of these parent company only financial statements.
As part of an audit in accordance with GAAS, we exercise professional judgment and maintain
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 audit opinions. Because fraud may be related to conspiracy, forgery, deliberate omission, false statement or breach of internal control, the risk of a material misstatement caused by fraud which is not identified is higher than the risk of a material misstatement caused by any error.
-
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 internal control effectiveness of AP Memory Technology Corporation.
-
Assess the appropriateness of management's use of accounting policies and the reasonability of the accounting estimate and relevant disclosure.
-
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of AP Memory Technology Corporation to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's 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 auditor's report. However, future events or conditions may cause AP Memory Technology Corporation to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the parent company only financial statements (including the relevant notes), and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
We have obtained sufficient and appropriate evidence to audit the financial information of AP Memory Technology Corporation to express an opinion on the Parent Company Only Financial Statements. We are responsible for the guidance, supervision and execution of the audit and for forming an audit opinion on AP Memory Technology Corporation.
We communicate with the governing body regarding, among other matters, the planned scope and timing of the audit and significant audit findings (including any significant deficiency in internal controls that we identify during our audit).
We have also provided the governing body with a statement that the independence-regulated personnel of the firm to which we are affiliated have complied with the Code of Ethics for Professional Accountants with respect to independence and communicate with the governing body about all relationships and other matters (including related protective measures) that may be considered to affect the accountant's independence.
We have determined the key audit matter for the audit of the Parent Company Only Financial Statements of AP Memory Technology Corporation for the year ended December 31, 2025 from the communications we have had with the governing body. We identified such matter in our auditor's report, except for those matters that are not permitted by law to be disclosed publicly or, in the rarest of circumstances, we decided not to communicate those matters in our auditor's report because we reasonably could expect the negative effect of such communication to outweigh the public interest.
- 16 -
Deloitte & Touche
Taipei, Taiwan
Republic of China
February 26, 2026
Notice to Readers
The accompanying financial statements are intended only to present the financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally accepted and applied in the Republic of China. For the convenience of readers, the independent auditors' report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language auditors' report and financial statements shall prevail.
- 17 -
AP Memory Technology Corporation
Parent Company Only Balance Sheets
December 31, 2025, and December 31, 2024
(In Thousands of New Taiwan Dollars)
| Assets | Dec. 31, 2025 | Dec. 31, 2024 | ||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| Current assets | ||||
| Cash and cash equivalents | $ 3,644,409 | 27 | $ 3,678,357 | 29 |
| Financial assets measured at amortized cost - current | 3,755,814 | 27 | 4,752,325 | 37 |
| Accounts receivable | 398,936 | 3 | 391,705 | 3 |
| Accounts receivable - related parties | 958,506 | 7 | 340,826 | 3 |
| Other receivables | 95,972 | 1 | 60,026 | 1 |
| Other receivables - related parties | 1,743 | - | - | - |
| Inventories | 1,095,664 | 8 | 1,199,400 | 9 |
| Other current assets | 39,875 | - | 49,314 | - |
| Total current assets | 9,990,919 | 73 | 10,471,953 | 82 |
| Non-current assets | ||||
| Financial assets measured at FVTPL - non-current | - | - | 493,938 | 4 |
| Investments accounted for using the equity method | 3,278,595 | 24 | 1,141,888 | 9 |
| Property, plant and equipment | 35,166 | 1 | 44,584 | - |
| Right-of-use assets | 21,148 | - | 21,932 | - |
| Other intangible assets | 23,987 | - | 45,301 | - |
| Deferred income tax assets | 107,081 | 1 | 84,588 | 1 |
| Refundable deposits | 4,295 | - | 447,194 | 3 |
| Other non-current assets | 160,092 | 1 | 88,327 | 1 |
| Total non-current assets | 3,630,364 | 27 | 2,367,752 | 18 |
| Total assets | $13,621,283 | 100 | $12,839,705 | 100 |
| Liabilities and Equity | ||||
| Current liabilities | ||||
| Short-term loans | $ 200,000 | 2 | $ 100,000 | 1 |
| Contract liabilities | 24,664 | - | 26,017 | - |
| Accounts payable | 504,498 | 4 | 230,869 | 2 |
| Other payables | 177,366 | 1 | 134,795 | 1 |
| Other payables - related parties | - | - | 13,520 | - |
| Income tax payable | 371,747 | 3 | 284,278 | 2 |
| Lease liabilities - current | 13,273 | - | 11,081 | - |
| Other current liabilities | 10,890 | - | 3,451 | - |
| Total current liabilities | 1,302,438 | 10 | 804,011 | 6 |
| Non-current liabilities | ||||
| Deferred income tax payable | 66,044 | - | 115,533 | 1 |
| Lease liabilities - non-current | 8,204 | - | 11,104 | - |
| Deposits received | 2,000 | - | 2,000 | - |
| Total non-current liabilities | 76,248 | - | 128,637 | 1 |
| Total liabilities | 1,378,686 | 10 | 932,648 | 7 |
| Equity | ||||
| Share capital | ||||
| Share capital of common stock | 813,538 | 6 | 811,739 | 6 |
| Share capital collected in advance | 224 | - | 369 | - |
| Total share capital | 813,762 | 6 | 812,108 | 6 |
| Capital surplus | 6,531,614 | 48 | 6,367,692 | 50 |
| Retained earnings | ||||
| Legal reserve | 1,063,199 | 8 | 905,376 | 7 |
| Special reserve | - | - | 343 | - |
| Undistributed earnings | 3,776,349 | 28 | 3,813,354 | 30 |
| Total retained earnings | 4,839,548 | 36 | 4,719,073 | 37 |
| Other equity | 57,673 | - | 8,184 | - |
| Total equity | 12,242,597 | 90 | 11,907,057 | 93 |
| Total liabilities and equity | $13,621,283 | 100 | $12,839,705 | 100 |
AP Memory Technology Corporation
Parent Company Only Statements of Comprehensive Income
For the Years Ended December 31, 2025, and December 31, 2024
(In Thousands of New Taiwan Dollars, except earnings (losses) per share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| Revenue | $ 5,342,439 | 100 | $ 4,004,407 | 100 |
| Cost of revenue | 3,061,271 | 57 | 2,049,014 | 51 |
| Gross profit | 2,281,168 | 43 | 1,955,393 | 49 |
| Operating expenses | ||||
| Marketing | 91,542 | 2 | 78,259 | 2 |
| General and administrative | 194,136 | 4 | 170,640 | 4 |
| R&D expenses | 663,021 | 12 | 681,092 | 17 |
| Expected credit losses (reversal) | ( 741 ) | - | 624 | - |
| Total operating expenses | 947,958 | 18 | 930,615 | 23 |
| Income from operations | 1,333,210 | 25 | 1,024,778 | 26 |
| Non-operating income and expense | ||||
| Other income | 5,795 | - | 1,692 | - |
| Shares of the profit or loss of subsidiaries and associates recognized for using the equity method | 168,187 | 3 | 38,283 | 1 |
| Interest income | 301,008 | 6 | 398,894 | 10 |
| Interest expenses | ( 2,127 ) | - | ( 1,859 ) | - |
| Gain (loss) on disposal of Property, plant and equipment | 4,202 | - | ( 18,112 ) | ( 1 ) |
(Continued on the next page)
(Continued from the previous page)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| Loss on disposal of investment | ($ 2,328) | - | - | - |
| Gain (loss) on foreign exchange - net value | ( 361,393) | ( 7) | 521,737 | 13 |
| Gain on financial assets measured at FVTPL | 107,066 | 2 | 66,802 | 1 |
| Total non-operating income and expenses | 220,410 | 4 | 1,007,437 | 24 |
| Net income before tax | 1,553,620 | 29 | 2,032,215 | 50 |
| Income tax expense | ( 295,965) | ( 6) | ( 453,983) | ( 11) |
| Net income | 1,257,655 | 23 | 1,578,232 | 39 |
| Other comprehensive income | ||||
| Items that may be reclassified subsequently to profit or loss: | ||||
| Exchange differences arising on translation of foreign operations | 49,489 | 1 | 8,527 | - |
| Other comprehensive income (net of income tax) | 49,489 | 1 | 8,527 | - |
| Total comprehensive income | $ 1,307,144 | 24 | $ 1,586,759 | 39 |
| Earnings per share | ||||
| Basic earnings per share | $ 7.74 | $ 9.73 | ||
| Diluted earnings per share | $ 7.69 | $ 9.66 |
- 20 -
AP Memory Technology Corporation
Parent Company Only Statements of Changes in Equity
For the Years Ended December 31, 2025, and December 31, 2024
(In Thousands of New Taiwan Dollars)
| Share Capital | Capital Surplus | Retained Earnings | Other Equity Exchange differences arising on translation of foreign operations | Total Equity | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Capital Stock - Common Stock | Share Capital Collected in Advance | Total Share Capital | (Notes 4, 19 and 24) | Legal Reserve | Special Reserve | Undistributed Earnings | Total | ($ 343) | ||
| Balance, Jan. 1, 2024 | $ 810,020 | $ 1,739 | $ 811,759 | $6,234,430 | $ 760,879 | $ 450 | $3,514,619 | $4,275,948 | $11,321,794 | |
| Appropriation and distribution of earnings, 2023 | ||||||||||
| Legal reserve | - | - | - | - | 144,497 | - | ( 144,497) | - | - | - |
| Reversal of special reserve | - | - | - | - | - | ( 107) | 107 | - | - | - |
| Cash dividends distributed by the Company | - | - | - | - | - | - | ( 1,135,107) | ( 1,135,107) | - | ( 1,135,107) |
| Equity-method associates – value change | - | - | - | 48,746 | - | - | - | - | - | 48,746 |
| Recognition of employee share options | - | - | - | 60,508 | - | - | - | - | - | 60,508 |
| Net income, 2024 | - | - | - | - | - | - | 1,578,232 | 1,578,232 | - | 1,578,232 |
| Other comprehensive income, 2024 | - | - | - | - | - | - | - | - | 8,527 | 8,527 |
| Total comprehensive income, 2024 | - | - | - | - | - | - | 1,578,232 | 1,578,232 | 8,527 | 1,586,759 |
| Employee option ordinary share issuance | 1,719 | ( 1,370) | 349 | 24,008 | - | - | - | - | - | 24,357 |
| Balance, Dec. 31, 2024 | 811,739 | 369 | 812,108 | 6,367,692 | 905,376 | 343 | 3,813,354 | 4,719,073 | 8,184 | 11,907,057 |
| Appropriation and distribution of earnings, 2024 | ||||||||||
| Legal reserve | - | - | - | - | 157,823 | - | ( 157,823) | - | - | - |
| Reversal of special reserve | - | - | - | - | - | ( 343) | 343 | - | - | - |
| Cash dividends distributed by the Company | - | - | - | - | - | - | ( 1,137,180) | ( 1,137,180) | - | ( 1,137,180) |
| Changes in ownership interests in subsidiaries | - | - | - | ( 205) | - | - | - | - | - | ( 205) |
| Equity-method associates – value change | - | - | - | 73,426 | - | - | - | - | - | 73,426 |
| Recognition of employee share options | - | - | - | 61,561 | - | - | - | - | - | 61,561 |
| Net income, 2025 | - | - | - | - | - | - | 1,257,655 | 1,257,655 | - | 1,257,655 |
| Other comprehensive income, 2025 | - | - | - | - | - | - | - | - | 49,489 | 49,489 |
| Total comprehensive income, 2025 | - | - | - | - | - | - | 1,257,655 | 1,257,655 | 49,489 | 1,307,144 |
| Employee option ordinary share issuance | 1,799 | ( 145) | 1,654 | 29,140 | - | - | - | - | - | 30,794 |
| Balance, Dec. 31, 2025 | $ 813,538 | $ 224 | $ 813,762 | $6,531,614 | $1,063,199 | $ - | $3,776,349 | $4,839,548 | $ 57,673 | $12,242,597 |
- 21 -
AP Memory Technology Corporation
Parent Company Only Statements of Cash Flows
For the Years Ended December 31, 2025, and December 31, 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| Cash flow from operating activities | ||
| Net income before tax | $ 1,553,620 | $ 2,032,215 |
| Adjustments | ||
| Depreciation expense | 42,917 | 47,070 |
| Amortization expense | 23,436 | 23,577 |
| Expected credit losses (reversal) | ( 741) | 624 |
| Gain on valuation of financial assets measured at FVTPL | ( 107,066) | ( 66,802) |
| Interest expenses | 2,127 | 1,859 |
| Interest income | ( 301,008) | ( 398,894) |
| Cost of share-based payment awards | 56,993 | 55,871 |
| Share of gain or loss from subsidiaries and associates recognized for using the equity method | ( 168,187) | ( 38,283) |
| Loss (gain) on disposal or retirement of property, plant and equipment | ( 4,202) | 18,112 |
| Loss on disposal of investments | 2,328 | - |
| Losses on market price decline and obsolete and slow-moving inventories | 34,622 | 105,252 |
| Unrealized profit on intercompany sales | 19,048 | 1,717 |
| Unrealized gain on foreign exchange | ( 4,083) | ( 19,457) |
| Net changes in operating assets and liabilities | ||
| Accounts receivable | ( 621,174) | ( 40,278) |
| Other receivables | ( 21,258) | ( 899) |
| Inventories | 69,114 | ( 453,557) |
| Other assets | ( 29,251) | 40,077 |
| Refundable deposits | 442,899 | 11,787 |
| Contract liabilities | ( 1,321) | ( 32,364) |
| Accounts payable | 274,309 | ( 33,767) |
| Other payables | 13,200 | ( 25,792) |
| Other current liabilities | 7,439 | ( 5,841) |
| Cash generated from operations | 1,283,761 | 1,222,227 |
| Interest received | 284,611 | 387,523 |
| Interest paid | ( 2,094) | ( 2,057) |
| Income tax paid | ( 280,478) | ( 396,210) |
| Net cash generated by operating activities | 1,285,800 | 1,211,483 |
(Continued on the next page)
- 22 -
(Continued from the previous page)
| 2025 | 2024 | |
|---|---|---|
| Cash flows from investing activities | ||
| Acquisition of financial assets measured at FVTPL | ( 80,000 ) | ( 480,000 ) |
| Disposal of financial assets measured at FVTPL | 681,004 | 480,131 |
| Acquisition of financial assets at amortized cost | ( 3,755,814 ) | ( 4,749,466 ) |
| Disposal of financial assets at amortized cost | 4,752,325 | - |
| Acquisition of long-term equity investments | ||
| accounted for using the equity method | ( 1,884,413 ) | ( 85,463 ) |
| Purchase of property, plant and equipment | ( 3,542 ) | ( 10,822 ) |
| Disposal of property, plant and equipment | 4,202 | 16,916 |
| Acquisition of intangible assets | ( 2,122 ) | ( 6,319 ) |
| Increase in equipment prepayment | ( 33,075 ) | - |
| Dividends received from associates and subsidiaries | 21,794 | 23,758 |
| Net cash used in investing activities | ( 299,641 ) | ( 4,811,265 ) |
| Cash flows from financing activities | ||
| Increase in short-term loans | 550,000 | 150,000 |
| Decrease in short-term loans | ( 450,000 ) | ( 350,000 ) |
| Decrease in deposits received | - | ( 14,000 ) |
| Repayment of lease principal | ( 13,721 ) | ( 24,597 ) |
| Issuance of cash dividends | ( 1,137,180 ) | ( 1,135,085 ) |
| Stock options exercised by employees | 30,794 | 24,357 |
| Net cash used in financing activities | ( 1,020,107 ) | ( 1,349,325 ) |
| NET DECREASE IN CASH AND CASH EQUIVALENTS | ( 33,948 ) | ( 4,949,107 ) |
| CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR | 3,678,357 | 8,627,464 |
| CASH AND CASH EQUIVALENTS, END OF YEAR | $ 3,644,409 | $ 3,678,357 |
- 23 -
DECLARATION OF CONSOLIDATION OF FINANCIAL STATEMENTS OF ASSOCIATES
The entities that are required to be included in the combined financial statements of AP Memory Technology Corporation as of and for the year ended December 31, 2025, under the Criteria Governing the Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises are the same as those included in the consolidated financial statements prepared in conformity with International Financial Reporting Standard 10, "Consolidated Financial Statements." In addition, the information required to be disclosed in the combined financial statements of associates is included in the consolidated financial statements of parent and subsidiary companies. Consequently, AP Memory Technology Corporation and its subsidiaries do not prepare a separate set of combined financial statements of associates.
Company: AP Memory Technology Corporation
Person in charge: Chen Wen-liang
Date: February 26, 2026
- 24 -
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
AP Memory Technology Corporation
Opinion
We have audited the accompanying financial statements of AP Memory Technology Corporation and its subsidiaries, which comprise the Consolidated Statement of Financial Position as of December 31, 2025 and December 31, 2024, the Consolidated Statement of Comprehensive Income from January 1 to December 31, 2025 and from January 1 to December 31, 2024, Consolidated Statement of Change in Equity, Consolidated Statement of Cash Flows, and Notes to Consolidated Financial Statement (including a summary of significant accounting policies).
In our opinion, the accompanying consolidated financial statements are properly drawn up in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), International Financial Reporting Interpretations Committee (IFRIC), and Standing Interpretations Committee (SIC) (hereinafter referred to as IFRSs) recognized and announced effectiveness by Financial Supervisory Commission (hereinafter referred to as FSC) so as to give a true and fair view of the consolidated financial position of AP Memory Technology Corporation and its subsidiaries as of December 31, 2025 and 2024 and of the financial performance, changes in equity and cash flows of AP Memory Technology Corporation and its subsidiaries from January 1 to December 31, 2025 and 2024.
Basis for Opinion
We were commissioned to conduct our audit in accordance with Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and Generally Accepted Auditing Standards. Our responsibilities under those standards are further described in the 'Accountant's responsibilities for the audit of the financial statements' section of our report. We are independent of AP Memory Technology Corporation and its subsidiaries in accordance with the Accounting and Corporate Regulatory Authority Code of Professional Conduct and Ethics for Public Accountants and Accounting Entities, 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.
- 25 -
- 26 -
Key Audit Matters
The key audit matter is which that, in our professional judgment, is most significant to our audit of the Consolidated Financial Statements of AP Memory Technology Corporation and its subsidiaries for 2025. Such matter has been considered in the process of examining the consolidated financial statements taken as a whole and forming an opinion thereon, and we do not express an opinion on the matter individually.
The following is the description of the key audit matter in the Consolidated Financial Statements of AP Memory Technology Corporation and its subsidiaries for 2025:
Authenticity of Sales Revenue from Specific Customers
In the fiscal year 2025, the sales revenue from certain customers has shown significant growth compared to the fiscal year 2024, constituting a substantial portion of the total sales revenue. Therefore, the authenticity of the related sales revenue has been identified as one of the key audit matters.
During the audit, our accountants performed the following audit procedures in response to this key audit matter:
- Understand and evaluate the internal control system related to revenue recognition, and test the design and execution of such controls.
- Sample confirmation requests were sent for the entire year's sales revenue from the specific customers, and alternative procedures were conducted for those from whom confirmation was not timely received. This includes verifying transaction evidence and subsequent collections.
- Perform audit sampling on the sales revenue details of the specific customers, review related transaction documents, including customer orders, shipping documents, and receipts, to confirm the authenticity of the revenue recognized.
- Audit the occurrences of sales returns and allowances after the reporting period and subsequent collections to confirm the reasonableness of the sales revenue recognized.
Others
AP Memory Technology Corporation has prepared parent company only financial statements for the years 2025 and 2024, and the accountant has issued unqualified audit reports for reference.
- 27 -
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management’s responsibility is to prepare the consolidated financial statements present fairly, in all material respects, according to Regulations Governing the Preparation of Financial Reports by Securities Issuers as well as the International Financial Reporting Standards, International Accounting Standards, Interpretation, and Interpretation Announcement recognized and announced the effectiveness by Financial Supervisory Commission as well as maintain necessary internal control related to the preparation of the consolidated financial statements in order to ensure there is no major untrue expression on the financial statements due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the ability of AP Memory Technology Corporation and its subsidiaries to continue as going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate AP Memory Technology Corporation and its subsidiaries or to cease operations, or has no realistic alternative, but to do so.
The responsibilities of the governing body (including the audit committee) include overseeing the financial reporting process of AP Memory Technology Corporation and its subsidiaries.
Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with GAAS 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 in the basis of these consolidated financial statements.
As part of an audit in accordance with GAAS, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for audit opinions. Because fraud may be related to conspiracy, forgery, deliberate omission, false statement or breach of internal control, the risk of a material misstatement caused by fraud which is not identified is higher than the risk of a material misstatement caused by any error.
-
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 internal control effectiveness of AP Memory Technology Corporation and its subsidiaries.
-
Assess the appropriateness of management's use of accounting policies and the reasonability of the accounting estimate and relevant disclosure.
-
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of AP Memory Technology Corporation and its subsidiaries to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's 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 auditor's report. However, future events or conditions may cause AP Memory Technology Corporation and its subsidiaries to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements (including the relevant notes), and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
We have obtained sufficient and appropriate evidence to audit the consolidated financial information of AP Memory Technology Corporation and its subsidiaries to express an opinion on the Consolidated Financial Statements. We are responsible for the guidance, supervision and execution of the audit and for forming an audit opinion on AP Memory Technology Corporation and its subsidiaries.
-
28 -
We communicate with the governing body regarding, among other matters, the planned scope and timing of the audit and significant audit findings (including any significant deficiency in internal controls that we identify during our audit).
We have also provided the governing body with a statement that the independence-regulated personnel of the firm to which we are affiliated have complied with the Code of Ethics for Professional Accountants with respect to independence and communicate with the governing body about all relationships and other matters (including related protective measures) that may be considered to affect the accountant’s independence.
We have determined the key audit matter for the audit of the Consolidated Financial Statements of AP Memory Technology Corporation and its subsidiaries for the year ended December 31, 2025 from the communications we have had with the governing body. We identified such matter in our auditor’s report, except for those matters that are not permitted by law to be disclosed publicly or, in the rarest of circumstances, we decided not to communicate those matters in our auditor’s report because we reasonably could expect the negative effect of such communication to outweigh the public interest.
Deloitte & Touche
Taipei, Taiwan
Republic of China
February 26, 2026
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China. For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language auditors’ report and consolidated financial statements shall prevail.
- 29 -
AP Memory Technology Corporation and Subsidiaries
Consolidated Balance Sheets
For the Years Ended December 31, 2025, and December 31, 2024
(In Thousands of New Taiwan Dollars)
| Assets | Dec. 31, 2025 | Dec. 31, 2024 | ||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| Current assets | ||||
| Cash and cash equivalents | $ 7,263,192 | 49 | $ 4,188,544 | 32 |
| Financial assets measured at amortized cost - current | 3,755,814 | 25 | 4,752,325 | 37 |
| Accounts receivable | 588,490 | 4 | 517,992 | 4 |
| Other receivables | 99,341 | 1 | 60,026 | - |
| Current income tax assets | 455 | - | - | - |
| Inventories | 1,144,751 | 8 | 1,203,177 | 9 |
| Other current assets | 87,169 | 1 | 64,511 | 1 |
| Total current assets | 12,939,212 | 88 | 10,786,575 | 83 |
| Non-current assets | ||||
| Financial assets measured at FVTPL - non-current | 86,433 | 1 | 543,115 | 4 |
| Financial assets measured at FVTOCI - non-current | 157,150 | 1 | - | - |
| Investments accounted for using the equity method | 962,914 | 6 | 874,465 | 7 |
| Property, plant and equipment | 57,193 | - | 66,155 | 1 |
| Right-of-use assets | 32,797 | - | 24,975 | - |
| Goodwill | 95,241 | 1 | - | - |
| Other intangible assets | 86,423 | 1 | 64,422 | - |
| Deferred income tax assets | 126,287 | 1 | 84,588 | 1 |
| Refundable deposits | 6,112 | - | 447,766 | 3 |
| Other non-current assets | 190,510 | 1 | 116,227 | 1 |
| Total non-current assets | 1,801,060 | 12 | 2,221,713 | 17 |
| TOTAL ASSETS | $ 14,740,272 | 100 | $ 13,008,288 | 100 |
| Liabilities and Equity | ||||
| Current liabilities | ||||
| Short-term loans | $ 200,000 | 1 | $ 100,000 | 1 |
| Contract liabilities | 939,560 | 6 | 158,961 | 1 |
| Accounts payable | 505,258 | 3 | 230,869 | 2 |
| Other payables | 229,476 | 2 | 172,397 | 1 |
| Income tax payable | 371,747 | 3 | 284,309 | 2 |
| Lease liabilities - current | 21,268 | - | 11,889 | - |
| Other current liabilities | 20,274 | - | 6,594 | - |
| Total current liabilities | 2,287,583 | 15 | 965,019 | 7 |
| Non-current liabilities | ||||
| Financial liabilities measured at FVTPL - non-current | 8,266 | - | - | - |
| Deferred income tax liabilities | 67,177 | 1 | 115,533 | 1 |
| Lease liabilities - non-current | 11,200 | - | 12,342 | - |
| Deposits received | 2,000 | - | 2,000 | - |
| Other payable - non-current | - | - | 6,337 | - |
| Total non-current liabilities | 88,643 | 1 | 136,212 | 1 |
| TOTAL LIABILITIES | 2,376,226 | 16 | 1,101,231 | 8 |
| Equity | ||||
| Share capital | ||||
| Share capital of common stock | 813,538 | 6 | 811,739 | 6 |
| Share capital collected in advance | 224 | - | 369 | - |
| Total share capital | 813,762 | 6 | 812,108 | 6 |
| Capital surplus | 6,531,614 | 44 | 6,367,692 | 49 |
| Retained earnings | ||||
| Legal reserve | 1,063,199 | 7 | 905,376 | 7 |
| Special reserve | - | - | 343 | - |
| Undistributed earnings | 3,776,349 | 26 | 3,813,354 | 30 |
| Total retained earnings | 4,839,548 | 33 | 4,719,073 | 37 |
| Other equity | 57,673 | - | 8,184 | - |
| Equity attributable to owners of the Company | 12,242,597 | 83 | 11,907,057 | 92 |
| NON-CONTROLLING INTERESTS | 121,449 | 1 | - | - |
| TOTAL EQUITY | 12,364,046 | 84 | 11,907,057 | 92 |
| TOTAL LIABILITIES AND EQUITY | $ 14,740,272 | 100 | $ 13,008,288 | 100 |
- 30 -
AP Memory Technology Corporation and Subsidiaries
Consolidated Statements of Comprehensive Income
For the Years Ended December 31, 2025, and December 31, 2024
(In Thousands of New Taiwan Dollars, except earnings per share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| Revenue | $ 5,666,498 | 100 | $ 4,192,378 | 100 |
| Cost of revenue | 3,032,837 | 53 | 2,046,805 | 49 |
| Gross profit | 2,633,661 | 47 | 2,145,573 | 51 |
| Operating expenses | ||||
| Selling and marketing expenses | 127,150 | 2 | 107,947 | 2 |
| General and administrative | 228,944 | 4 | 193,319 | 5 |
| R&D expenses | 879,117 | 16 | 780,593 | 19 |
| Expected credit losses (reversal) | ( 741 ) | - | 624 | - |
| Total operating expenses | 1,234,470 | 22 | 1,082,483 | 26 |
| Income from operations | 1,399,191 | 25 | 1,063,090 | 25 |
| Non-operating income and expense | ||||
| Other income | 10,873 | - | 3,846 | - |
| Shares of the profit or loss of associates recognized for using the equity method | 12,715 | - | 774 | - |
| Interest income | 348,526 | 6 | 408,711 | 10 |
| Interest expense | ( 2,514 ) | - | ( 2,059 ) | - |
| Loss on disposal of property, plant and equipment | - | - | ( 21,028 ) | - |
| Gain on financial assets measured at FVTPL | 107,066 | 2 | 66,802 | 2 |
| Loss on disposal of investment | ( 2,328 ) | - | - | - |
| Gain (loss) on foreign exchange - net value | ( 355,087 ) | ( 6 ) | 512,739 | 12 |
| Total non-operating income and expenses | 119,251 | 2 | 969,785 | 24 |
| Net income before tax | 1,518,442 | 27 | 2,032,875 | 49 |
| Income tax expense | ( 278,556 ) | ( 5 ) | ( 454,643 ) | ( 11 ) |
(Continued on the next page)
(Continued from the previous page)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| Net income | $ 1,239,886 | 22 | $ 1,578,232 | 38 |
| Other comprehensive income | ||||
| Items that may be reclassified subsequently to profit or loss: | ||||
| Exchange differences arising on translation of foreign operations | 47,008 | 1 | 8,527 | - |
| Other comprehensive income (net of income tax) | 47,008 | 1 | 8,527 | - |
| Total comprehensive income | $ 1,286,894 | 23 | $ 1,586,759 | 38 |
| NET INCOME ATTRIBUTE TO: | ||||
| Owners of the Company | 1,257,655 | 22 | 1,578,232 | 38 |
| Non-controlling interests | ( 17,769 ) | - | - | - |
| $ 1,239,886 | 22 | $ 1,578,232 | 38 | |
| TOTAL COMPREHENSIVE INCOME ATTRIBUTE TO: | ||||
| Owners of the Company | 1,307,144 | 23 | 1,586,759 | 38 |
| Non-controlling interests | ( 20,250 ) | - | - | - |
| $ 1,286,894 | 23 | $ 1,586,759 | 38 | |
| Earnings per share | ||||
| Basic earnings per share | $ 7.74 | $ 9.73 | ||
| Diluted earnings per share | $ 7.69 | $ 9.66 |
AP Memory Technology Corporation and Subsidiaries
Consolidated Statements of Changes in Equity
For the Years Ended December 31, 2025, and December 31, 2024
(In Thousands of New Taiwan Dollars)
| Equity attributable to owners of the parent company | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Ordinary Shares | Retained Earnings | Other Equity Exchange Differences on Translation of the Financial Statements of Foreign Operations | Total | Non-controlling interests | Total Equity | ||||||||
| Amount | Advance Receipts | Total | Capital Surplus | Legal Reserve | Special Reserve | Unappropriated Earnings | Total | ||||||
| BALANCE AT JANUARY 1, 2024 | $ 810,020 | $ 1,739 | $ 811,759 | $ 6,234,430 | $ 760,879 | $ 450 | $ 3,514,619 | $ 4,275,948 | ($ 343) | $ 11,321,794 | $ - | $ 11,321,794 | |
| Appropriation of the 2023 earnings | |||||||||||||
| Legal reserve | - | - | - | - | 144,497 | - | ( 144,497 ) | - | - | - | - | - | |
| Reversal of special reserve | - | - | - | - | - | ( 107) | 107 | - | - | - | - | - | |
| Cash dividends distributed by the Company | - | - | - | - | - | - | ( 1,135,107 ) | ( 1,135,107 ) | - | ( 1,135,107 ) | - | ( 1,135,107 ) | |
| Equity-method associates – value change | - | - | - | 48,746 | - | - | - | - | - | 48,746 | - | 48,746 | |
| Recognition of employee share options | - | - | - | 60,508 | - | - | - | - | - | 60,508 | - | 60,508 | |
| Net income, 2024 | - | - | - | - | - | - | 1,578,232 | 1,578,232 | - | 1,578,232 | - | 1,578,232 | |
| Other comprehensive income, 2024 | - | - | - | - | - | - | - | - | 8,527 | 8,527 | - | 8,527 | |
| Total comprehensive income, 2024 | - | - | - | - | - | - | 1,578,232 | 1,578,232 | 8,527 | 1,586,759 | - | 1,586,759 | |
| Employee option ordinary share issuance | 1,719 | ( 1,370 ) | 349 | 24,008 | - | - | - | - | - | 24,357 | - | 24,357 | |
| BALANCE AT DECEMBER 31, 2024 | $ 811,739 | $ 369 | $ 812,108 | $ 6,367,692 | $ 905,376 | $ 343 | $ 3,813,354 | $ 4,719,073 | $ 8,184 | $ 11,907,057 | $ - | $ 11,907,057 | |
| Appropriation of the 2024 earnings | |||||||||||||
| Legal reserve | - | - | - | - | 157,823 | - | ( 157,823 ) | - | - | - | - | - | |
| Reversal of special reserve | - | - | - | - | - | ( 343) | 343 | - | - | - | - | - | |
| Cash dividends distributed by the Company | - | - | - | - | - | - | ( 1,137,180 ) | ( 1,137,180 ) | - | ( 1,137,180) | - | ( 1,137,180) | |
| Changes in ownership interests in subsidiaries | - | - | - | ( 205 ) | - | - | - | - | - | ( 205 ) | - | ( 205 ) | |
| Equity-method associates – value change | - | - | - | 73,426 | - | - | - | - | - | 73,426 | - | 73,426 | |
| Recognition of employee share options | - | - | - | 61,561 | - | - | - | - | - | 61,561 | 1,988 | 63,549 | |
| Net income, 2025 | - | - | - | - | - | - | 1,257,655 | 1,257,655 | - | 1,257,655 | ( 17,769 ) | 1,239,886 | |
| Other comprehensive income, 2025 | - | - | - | - | - | - | - | - | 49,489 | 49,489 | ( 2,481 ) | 47,008 | |
| Total comprehensive income, 2025 | - | - | - | - | - | - | 1,257,655 | 1,257,655 | 49,489 | 1,307,144 | ( 20,250 ) | 1,286,894 | |
| Employee option ordinary share issuance | 1,799 | ( 145 ) | 1,654 | 29,140 | - | - | - | - | - | 30,794 | - | 30,794 | |
| Non-controlling interests | - | - | - | - | - | - | - | - | - | - | 139,711 | 139,711 | |
| BALANCE AT DECEMBER 31, 2025 | $ 813,538 | $ 224 | $ 813,762 | $ 6,531,614 | $ 1,063,199 | $ - | $ 3,776,349 | $ 4,839,548 | $ 57,673 | $ 12,242,597 | $ 121,449 | $ 12,364,046 |
- 33 -
AP Memory Technology Corporation and Subsidiaries
Consolidated Statements of Cash Flows
For the Years Ended December 31, 2025, and December 31, 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| Cash flow from operating activities | ||
| Net income before tax | $ 1,518,442 | $ 2,032,875 |
| Adjustments | ||
| Depreciation expense | 55,107 | 52,908 |
| Amortization expense | 39,196 | 37,432 |
| Expected credit losses (reversal) | ( 741 ) | 624 |
| Gain on financial assets measured at FVTPL | ( 107,066 ) | ( 66,802 ) |
| Interest expenses | 2,514 | 2,059 |
| Interest income | ( 348,526 ) | ( 408,711 ) |
| Share-based compensation cost | 63,549 | 60,509 |
| Share of gain or loss from associates recognized for using the equity method | ( 12,715 ) | ( 774 ) |
| Loss on disposal or retirement of property, plant and equipment | - | 21,028 |
| Loss on disposal of investment | 2,328 | - |
| Inventory devaluation and obsolescence losses | 35,259 | 105,252 |
| Unrealized loss (gain) on foreign exchange | 181,276 | ( 8,191 ) |
| Net changes in operating assets and liabilities | ||
| Accounts receivable | ( 72,029 ) | 66,595 |
| Other receivables | ( 19,660 ) | ( 899 ) |
| Inventories | 23,167 | ( 457,099 ) |
| Other assets | ( 63,782 ) | 22,203 |
| Refundable deposits | 441,758 | 11,759 |
| Contract liabilities | 756,077 | 90,133 |
| Accounts payable | 275,069 | ( 33,767 ) |
| Other payables | 25,008 | ( 11,180 ) |
| Other current liabilities | 13,564 | ( 3,623 ) |
| Cash generated from operations | 2,807,795 | 1,512,331 |
| Interest received | 328,871 | 397,340 |
| Interest paid | ( 2,480 ) | ( 2,256 ) |
| Income tax paid | ( 281,628 ) | ( 395,695 ) |
| Net cash generated by operating activities | 2,852,558 | 1,511,720 |
(Continued on the next page)
- 34 -
(Continued from the previous page)
| 2025 | 2024 | |
|---|---|---|
| Cash flows from investing activities | ||
| Acquisition of financial assets measured at FVTOCI | ($ 157,150) | $ - |
| Acquisition of financial assets measured at FVTPL | ( 117,256) | ($ 529,177) |
| Disposal of financial assets measured at FVTPL | 681,004 | 480,131 |
| Acquisition of financial assets at amortized cost | ( 3,755,814) | ( 4,749,466) |
| Disposal of financial assets at amortized cost | 4,752,325 | 6,622 |
| Acquisition of long-term equity investments accounted for using the equity method | ( 95,861) | ( 30,256) |
| Proceeds from acquisition of subsidiary | 86,038 | - |
| Purchase of property, plant and equipment | ( 6,779) | ( 32,811) |
| Disposal of property, plant and equipment | - | 14,000 |
| Acquisition of intangible assets | ( 15,406) | ( 24,466) |
| Increase in equipment prepayment | ( 33,075) | - |
| Dividends received from associates | 21,794 | 23,758 |
| Net cash generated (used) by investing activities | 1,359,820 | ( 4,841,665) |
| Cash flows from financing activities | ||
| Increase in short-term loans | 550,000 | 150,000 |
| Decrease in short-term loans | ( 450,000) | ( 350,000) |
| Decrease in deposits received | - | ( 14,000) |
| Repayment of the principal portion of lease liabilities | ( 19,372) | ( 28,562) |
| Issuance of cash dividends | ( 1,137,180) | ( 1,135,085) |
| Stock options exercised by employees | 30,794 | 24,357 |
| Change in non-controlling interests | 17,984 | - |
| Net cash used by financing activities | ( 1,007,774) | ( 1,353,290) |
| Effect of exchange rate changes on cash and cash equivalents | ( 129,956) | 7,563 |
| Net increase (decrease) in cash and cash equivalents | 3,074,648 | ( 4,675,672) |
| Cash and cash equivalents, beginning of year | 4,188,544 | 8,864,216 |
| Cash and cash equivalents, end of year | $ 7,263,192 | $ 4,188,544 |
Attachment 5. 2025 Earnings Distribution Table
AP Memory Technology Corporation
Earnings Distribution Table
Year 2025
Unit: NTD
| Description | Amount (NTD) | Remarks |
|---|---|---|
| Unappropriated retained earnings of previous years | 2,518,694,567 | |
| Add: Net Income | 1,257,654,688 | |
| Less: Legal reserve | ( 125,765,469) | |
| Earnings available for distribution | 3,650,583,786 | |
| Distribution items: | ||
| Cash Dividend to common shareholders | ( 1,139,702,004) | NT$7.0 / per share |
| Unappropriated retained earnings | 2,510,881,782 |
Attachment 6. Comparison Table Illustrating the Original and Amended Text of the "Rules Governing the Procedures for Shareholders Meetings"
| Article | Original Article | Amended Article |
|---|---|---|
| 2.3 | The Corporation 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 or supervisors, and upload them to the Market Observation Post System (MOPS) 30 days before the date of a regular shareholders meeting or 15 days before the date of a special shareholders meeting. This Corporation shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS 21 days before the date of the regular shareholders meeting or 15 days before the date of the special shareholders meeting. In addition, 15 days before the date of the shareholders meeting, this Corporation 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 this Corporation and the professional shareholder services agent designated thereby. As the Corporate shall make the meeting agenda and supplemental meeting materials in the preceding paragraph available to shareholders for review in the following manner on the date of the shareholders meeting. | The Corporation 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 or supervisors, electronic versions of the shareholders meeting agenda and supplemental meeting materials, and upload them to the Market Observation Post System (MOPS) 30 days before the date of a regular shareholders meeting or 15 days before the date of a special shareholders meeting. In addition, 15 days before the date of the shareholders meeting, this Corporation 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 this Corporation and the professional shareholder services agent designated thereby. As the Corporate shall make the meeting agenda and supplemental meeting materials in the preceding paragraph available to shareholders for review in the following manner on the date of the shareholders meeting. |
- 37 -
| Article | Original Article | Amended Article |
|---|---|---|
| 14.7 | (Newly added; subsequent article numbers adjusted accordingly) | Where a shareholders’ meeting includes any of the following matters: the election of directors where the number of candidates exceeds the number of directors to be elected; the dismissal of directors; or resolutions as prescribed in Article 185 or Article 316 of the Company Act, Articles 18, 27, 29, or 35 of the Business Mergers and Acquisitions Act, or Article 24, paragraph 2, subparagraph 1 or Article 26, paragraph 2, subparagraph 1 of the Financial Holding Company Act, the Chairperson shall appoint a lawyer, a certified public accountant, or a notary public as the monitoring personnel. The monitoring personnel so appointed shall not be responsible for matters related to the voting procedures, nor shall he or she be a director, manager, or employee of the Company or its affiliated enterprises. The name and title of the monitoring personnel shall be recorded in the minutes of the shareholders’ meeting. |
- 38 -
Attachment 7. Director and Independent Director Candidate Information
| Category of Candidate | Name | Education and Experience | Current Position | Number of Shares Held | Explanation of the Reasons for an Independent Director's Consecutive Service for Three Terms |
|---|---|---|---|---|---|
| Director | Chen, Wen-Liang | Manager of R&D Department of Intel Corporation, USA; Senior R&D Manager of Cypress Semiconductor Corporation, USA; President, Cascade Semiconductor Corporation, USA; Ph.D. in Applied Physics, Yale University, USA | Chairman, CEO and CTO, AP Memory Corporation; Supervisor of AP Memory Technology (Hangzhou) Co. Limited; Director, AP Memory Corp., USA; Director, VIVR Corporation; Person in charge, VIVR Corporation Taiwan Branch; Director, Onecent Technology Ltd.; Director, AI Memory Corporation; Director, Powerchip Semiconductor Manufacturing Corporation; Director, HamminX Ltd. | 96,440 | N/A |
| Director | Hung, Chih-Hsun | Assistant Vice President of R&D Engineering and Production Operation, Alcor Micro Corporation; Senior Production and Operation Manager of Powerflash Technology Corporation; Production and Operation Manager of eMemory Technology Inc.; Ph.D. in Industrial Engineering and Management, National Yang Ming Chiao Tung University. | Director and President, AP Memory Technology Corporation; Chairman, CascadeTeq Inc.; Director, Lyontek Inc.; Director, APware Technology Ltd.; Director, AP Memory Japan Co., Ltd. | 152,850 | N/A |
| Director | Shanyi Investment Co., Ltd | ||||
| Representative: Yeh, Jui-Pin | Chairman of Synopsys Taiwan Co., Ltd.; Global Vice President of Synopsys Inc.; Chairman of Kuan Hsin Venture Capital Co.; CEO of Youngtek Electronics Corp.; Master Degree in Electrical Engineering, National Central University | Director, AP Memory Technology; Independent Director, Progate Group Corporation; Director and CEO, M3 Technology Inc. | 27,008,668 | ||
| 0 | N/A | ||||
| Director | Li Shun Investment Co. | ||||
| Representative: Hsieh, Ming-Lin | Vice President, Powerchip Technology Corporation; Master Degree in Business Administration, National Taiwan University | Director, AP Memory Technology; Director, Power World Fund, Inc.; Director, Powerax Quantum Electronic Corporation; Director and President, Powerchip Investment Holding Corporation; Director, Powerchip Micro Device Corporation; Director, Daikawakenn Technology Co., Ltd.; Director, Icatch Technology, Inc.; Director, Skyvision Aviation Corp.; Director, Innostar Service, Inc.; Director, Powercoin Technology Corporation.; Director, Elite Semiconductor Microelectronics | 127,854 | ||
| 0 | N/A |
- 39 -
| Category of Candidate | Name | Education and Experience | Current Position | Number of Shares Held | Explanation of the Reasons for an Independent Director's Consecutive Service for Three Terms |
|---|---|---|---|---|---|
| Technology Inc.; | |||||
| Director, Biogate Precision Medicine Corp.; | |||||
| Director, Syntronix Corporation; | |||||
| Director, A I Memory Corporation; | |||||
| Director, Optigate Quantum Technology Inc.; | |||||
| Director, Retronix Technology Inc.; | |||||
| Director, Deutron Japan Corp.; | |||||
| Director, Poly-Magic Materials Corporation; | |||||
| Director, Retronix Japan; | |||||
| Independent Director | Wang, Hsuan | Member of Purchasing Committee of NCC; | |||
| Consultant of Chunghwa Telecom; | |||||
| Part-Time Lecturer of National Taiwan University; | |||||
| Certified Public Accountant; | |||||
| Certified Internal Auditor; | |||||
| Ph.D in Accounting, National Taiwan University. | Independent Director, AP Memory Technology; | ||||
| Assistant Professor, Yuan Ze University; | |||||
| Chairperson, Internal Audit Committee, Yuan Ze University; | |||||
| Chair, Center for Sustainability Development and Social Responsibility, Yuan Ze University; | |||||
| Independent Director, Sensortek Technology Corp. | 0 | None | |||
| Independent Director | Chou, Jessica | Accounting Manager, Taiwan Semiconductor Manufacturing Company Limited (TSMC); | |||
| Certified Public Accountant (U.S.); | |||||
| Master of Business Administration, University of Illinois, USA. | - | 0 | None | ||
| Independent Director | Sun, Elizabeth | Senior Director, Corporate Communication Division & Deputy Spokesman of TSMC; | |||
| Associate Professor of Finance, San Jose State University; | |||||
| Ph.D in Financial, University of Cincinnati Carl H. Lindner College of Business | Independent Director, AP Memory Technology; | ||||
| Honorary Chairperson, Taiwan Investor Relations Institute; | |||||
| Consultant, MediaTek Inc. | 0 | None | |||
| Independent Director | Chen, Ken | President, Global Unichip Corporation; | |||
| Senior Director, Taiwan Semiconductor Manufacturing Company Limited (TSMC); | |||||
| Board Member, Chinese American Semiconductor Professional Association (CASPA); | |||||
| Ph.D. in Materials Science and Engineering, Stanford University, USA | Independent Director, AP Memory Technology; | ||||
| Chairman, Rayleigh Vision Intelligence Co. Ltd.; | |||||
| Chief Business Officer, Brillnics (Taiwan) Inc.; | |||||
| Consultant, Unimicron Technology Corporation | 0 | None |
Note 1: The information is presented by candidate and arranged in alphabetical order based on the candidates' surnames.
Note 2: The data is calculated as of the book closure date of the 2026 Annual Shareholders' Meeting.
Attachment 8. Details of releasing the concurrent positions of newly elected directors and their representatives from non-competition restrictions.
| Title | Name | Positions concurrently held in other companies at present |
|---|---|---|
| Director | Chen, Wen-Liang | ■ Director, Onecent Technology Ltd. |
| ■ Director, AI Memory Corporation | ||
| ■ Director, Powerchip Semiconductor Manufacturing Corporation | ||
| ■ Director, HamminX Ltd. | ||
| Director | Hung, Chih-Hsun | ■ Director, Lyontek Inc. |
| ■ Director, AP Memory Japan Co., Ltd. | ||
| Director | Shanyi Investment Co. Representative: Yeh, Jui-Pin | ■ Director and CEO, M3 Technology Inc. |
| ■ Independent Director, Progate Group Corporation | ||
| Director | Li Shun Investment Co. Representative: Hsieh, Ming-Lin | ■ Director, Power World Fund, Inc. |
| ■ Director, Powerax Quantum Electronic Corporation | ||
| ■ Director and President, Powerchip Investment Holding Corporation | ||
| ■ Director, Powerchip Micro Device Corporation | ||
| ■ Director, Daikawakenn Technology Co., Ltd. | ||
| ■ Director, Icatch Technology, Inc. | ||
| ■ Director, Skyvision Aviation Corp. | ||
| ■ Director, Innostar Service, Inc. | ||
| ■ Director, Powercoin Technology Corporation. | ||
| ■ Director, Elite Semiconductor Microelectronics Technology Inc. | ||
| ■ Director, Biogate Precision Medicine Corp. | ||
| ■ Director, Syntronix Corporation | ||
| ■ Director, A I Memory Corporation | ||
| ■ Director, Optigate Quantum Technology Inc. | ||
| ■ Director, Retronix Technology Inc. | ||
| ■ Director, Deutron Japan Corp. | ||
| ■ Director, Poly-Magic Materials Corporation | ||
| ■ Director, Retronix Japan | ||
| Independent Director | Wang, Hsuan | ■ Independent Director, Sensortek Technology Corp. |
| Independent Director | Sun, Elizabeth | ■ Consultant, MediaTek Inc. |
| Independent Director | Chen, Ken | ■ Chairman, Rayleigh Vision Intelligence Co. Ltd. |
| ■ Chief Business Officer, Brillnics (Taiwan) Inc. | ||
| ■ Consultant, Unimicron Technology Corporation |
- 41 -