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ARES — AGM Information 2026
May 22, 2026
52107_rns_2026-05-22_c40041eb-1c19-4198-b3fe-6ba0472b0964.pdf
AGM Information
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Stock Code: 2471
Ares International Corporation
2026 Annual Shareholders’ Meeting
Meeting Handbook
Date: June 23, 2026
Location: No. 111, Sec. 2, Zhongshan N. Rd., Taipei City (Rm. 807, 8F, Shuanglian Building)
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Table of Contents
Chapter 1. Meeting Procedure ... 2
Chapter 2. Meeting Agenda ... 3
Chapter 3. Management Presentation (Company Reports) ... 4
Chapter 4. Matters to be Ratified ... 8
Chapter 5. Matters to be Discussed ... 8
Chapter 6. Extempore Motions ... 10
Attachments
I. 2025 Independent Auditors’ Report and Financial Statements ... 11
II. Comparison table of the “Articles of Incorporation” and articles before and after amendments ... 32
III. Details of Competitive Activities of Directors' Representatives ... 38
IV. Rules of Procedure for Shareholders’ Meetings ... 39
V. Directors’ Shareholding ... 42
Ares International Corporation
Meeting Procedure of the 2026 Annual Shareholders’ Meeting
I. Call the meeting to order
II. Chairperson’s opening speech
III. Management Presentation (Company Reports)
IV. Matters to be Ratified
V. Matters to be Discussed
VI. Extempore Motions
VII. Adjournment
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Ares International Corporation
Meeting Agenda of the 2026 Annual Shareholders’ Meeting
Time: June 23, 2026 (Thursday) 9 a.m.
Location: No. 111, Sec. 2, Zhongshan N. Rd., Taipei City (Rm. 807, 8F, Shuanglian Building)
Type of meeting: Physical shareholders’ meeting
(I) Call the meeting to order (announcing the total number of shares represented at the meeting)
(II) Chairperson’s opening speech
(III) Management Presentation (Company Reports)
1. Business report for 2025
2. Audit Committee’s audit report for 2025.
3. Report on the distribution of remuneration to employees and directors from earnings in 2025.
(IV) Matters to be ratified
1. Business report and financial statements for 2025.
2. Proposal for the distribution of earnings for 2025.
(V) Matters to be discussed
1. Proposal for the partial amendment of the “Articles of Incorporation.”
2. Proposal for the lifting of the non-compete restriction on directors’ representatives.
(VI) Extempore Motions
(VII) Adjournment
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Management Presentation (Company Reports)
I. The business report for 2025 is presented for review.
Founded 46 years ago, Ares International Corporation has adhered to the management philosophies of “integrity”, “service”, “quality”, and “innovation”, fulfilled its promise to customers, and maintained the Company’s reputation as a service provider, with the goal of sustaining business growth and seek maximizing shareholders’ interests.
In the new year, in response to the global trade war, tariff escalations, and the resulting supply chain restructuring triggered since the Trump administration, the Company will continue to promote digital transformation solutions, use AI tools to strengthen system development capabilities and efficiency, and increase product synergy. We will also strengthen expansion into the Southeast Asian market, while reinforcing customer relationship management and product development both horizontally and vertically. To cope with the impact of a declining birthrate, the Company will work more on the application and improvement of recruitment policies.
In foreign markets, the Company will continue to expand into relevant markets with the Human Capital Planner (HCP), Computer Integrated Manufacturing Execution System (ciMes), and ERP integrated services. We will also incorporate AI elements into our products for various development applications. In addition, we also integrate IoT (Internet of Things) solutions of vendors to accelerate the promotion of smart manufacturing innovative applications.
In addition, there have been rising threats to information security, a trend of including information security issues, such as information security incident reporting and policies, into annual reports, information security incidents that have frequently occurred in Taiwan, and information security investment tax credits. We will strengthen the breadth of our distributor products, such as KnowBe4, an information security awareness training product, and the well-known endpoint protection software Comodo. Ares will strive to meet customers’ various information security needs in a stepwise manner through in-depth and wide-ranging promotion strategies, providing one-stop comprehensive services.
In addition, to meet the ESG (Environmental, Social, and Governance) requirements, sustainable time frame planning, and other regulatory requirements, the Company has taken a proactive approach to implementing and writing a sustainability report. Through implementing experience internally, we are dedicated to exploring the needs of enterprises in terms of the overall energy conservation and carbon reduction software applications.
For banking applications, financial institutions’ ongoing investment in anti-money laundering and KYC compliance has resulted in significant demand for relevant applications from large transnational corporations. In addition, in response to the demand for high-tech embargo control derived from international sanctions, KYC and generative AI are also used to create new solutions. This shows that Ares can offer customers one-stop comprehensive banking solutions through the expansion of its experience to boost growth and profits.
The Company upholds the idea of using information technology to provide enterprises with complete one-stop management solutions and assist them in improving
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their information utilization capability, enhancing their information application level, and increasing their competitiveness and profitability.
We appreciate every shareholder’s long-term support for the Company and wish each of you good health and big investment gains.
Chairperson: Hung-Yang Yu
President: Qing-Long Lin
Chief Accountant: Cuei-Ying Wang
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II. The Audit Committee’s audit report for 2025 is presented for review.
Ares International Corporation
Audit Committee’s Audit Report
CPA Fu-Ming Liao and CPA Ching-Chang Chen of PwC Taiwan have audited Ares International Corporation’s parent-only and consolidated financial statements for 2025 (January 1, 2025 to December 31, 2025) prepared by the Board of Directors. After auditing the parent-only and consolidated financial statements along with the business report and proposal for earnings distribution for 2025, the Audit Committee believes that they comply with the Company Act and related laws and regulations and has prepared this report for reference in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act. Please review.
To
Ares International Corporation’s 2026 Annual Shareholders’ Meeting
Convener of the Audit Committee: Ming-Da Huang
March 10, 2026
III. The report on the distribution of remuneration to employees and directors from earnings in 2025 is presented for review.
Description:
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The remuneration of the employees and directors for 2025 has been distributed from earnings in accordance with the Articles of Incorporation. The Company shall use earnings (i.e., pre-tax profits before the remuneration of the employees and directors is deducted therefrom) in the current year to make up for accumulated losses and calculate the remuneration of the employees and directors based on the remaining profits.
-
The distribution of remuneration to the Company’s employees and directors for 2025 is shown below. The remuneration has been distributed in cash in whole.
Ares International Corporation
Remuneration of Employees and Directors for 2025
Unit: NT$
| Employee remuneration | 21,061,347 |
|---|---|
| Director remuneration | 7,020,449 |
Matters to be Ratified
Motion 1
Proposed by the Board of Directors
Proposal: The business report and financial statements for 2025 are presented for ratification.
Description:
1. The Company’s (consolidated and parent-only) financial statements for 2025 have been audited by CPA Fu-Ming Liao and CPA Ching-Chang Chen of PwC Taiwan. The financial statements along with the business report have been submitted to and audited by the Audit Committee, and the audit report has been issued for reference thereafter.
2. For the business report, independent auditors’ report and the aforementioned financial statements, please refer to Page 4 to Page 5 and Page 11 to Page 31 in Attachment 1 of the Handbook.
Resolution:
Motion 2
Proposed by the Board of Directors
Proposal: The proposal for the distribution of earnings for 2025 is presented for ratification.
Description:
1. The Company’s earnings distribution statement for 2025 was approved by the Board of Directors on March 10, 2026.
2. The Company’s distribution of earnings for 2025 is detailed in the following statement.
Ares International Corporation
2025 Earnings Distribution Statement
Unit: NT$
| Item | Amount |
|---|---|
| Opening undistributed earnings | 13,258,022 |
| Plus: Adjustment to retained earnings in 2025 | 1,130,528 |
| Plus: Profits after tax in 2025 | 171,754,267 |
| Less: 10% set aside as legal reserves | (17,288,480) |
| Plus: Special reserves transferred to earnings | 900,823 |
| Distributable earnings | 169,755,160 |
| Distribution item: | |
| Shareholder bonus (a cash dividend of NT$3.31183609 per share) | 156,497,138 |
| Closing undistributed earnings | 13,258,022 |
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Note:
1. If the dividend payout ratio must be adjusted as a result of the change in the share capital that has influenced the number of the Company’s outstanding shares, the annual shareholders’ meeting shall be requested to authorize the Chairperson with full power to handle this matter.
2. The amount of the cash dividend is calculated proportionally and truncated to the nearest whole NT dollar. Fractional amounts of less than NT$1 are summed up and allocated based on the size of decimals in descending order and the account number in sequential order until the total amount of the cash dividend is allocated. After the annual shareholders’ meeting, the Chairperson is authorized to set the record date for the dividend payout.
3. The earnings distributed shall be allocated from the earnings in 2025 as the first priority.
Chairperson: Hung-Yang Yu
President: Qing-Long Lin
Chief Accountant: Cuei-Ying Wang
Resolution:
Matters to be Discussed
Motion 1
Proposed by the Board of Directors
Proposal: Proposal for the partial amendment of the “Articles of Incorporation,” presented for discussion.
Description:
1. The “Articles of Incorporation” are to be amended in accordance with practical operational adjustments.
2. For the comparison table of the “Articles of Incorporation” before and after amendments, please refer to p.32, Attachment 2.
Resolution:
Motion 2
Proposed by the Board of Directors
Proposal: Proposal for the lifting of the non-compete restriction on directors’ representatives, presented for discussion.
Description:
1. According to Article 209 of the Company Act: “A director 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 shareholders’ meeting the essential contents of such an act and secure its approval,” a proposal to lift the non-compete restriction on the directors’ representatives elected at the shareholders’ meeting is presented to the shareholders’ meeting in order to draw support from their expertise and related experience.
2. Details of Competitive Activities of Directors' Representatives, please refer to page 38, Attachment 3 of the Handbook.
Resolution:
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Extempore Motions
Adjournment
Attachments
Attachment 1
INDEPENDENT AUDITORS' REPORT TRANSLATED FROM CHINESE
To the Board of Directors and Shareholders of Ares International Corp.
Opinion
We have audited the accompanying parent company only balance sheets of Ares International Corp. (the "Company") as at December 31, 2025 and 2024, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of material accounting policies.
In our opinion, based on our audits and reports of other independent auditors, the accompanying parent company only financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2025 and 2024, and its financial performance and its cash flows for the years then ended in accordance with the "Regulations Governing the Preparation of Financial Reports by Securities Issuers".
Basis for opinion
We conducted our audits in accordance with the "Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants" and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the parent company only financial statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant in the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audits and reports of other independent auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the Company's 2025 parent company only financial statements. These matters were addressed in the context of our audit of the parent company only financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.
Key audit matter for the Company's 2025 parent company only financial statements is stated as follows:
Occurrence and validity of specific sales and service revenue
Description
Refer to Note 4(23) for accounting policies on operating revenue recognition and Note 6(16) for details of operating revenue.
In accordance with auditing standards, there is a presumed significant risk related to revenue recognition. Within the Company’s revenue, sales revenue and service revenue recognised at a point in time are material to the financial statements. In view of their material impact on the financial statements, we identified the occurrence of the aforementioned point-in-time sales and service revenue as a key audit matter.
How our audit addressed the matter
The procedures that we have performed in response to specific aspects of the above-mentioned key audit matter are summarised as follows:
A. Obtained an understanding of internal controls related to the revenue process and tested the operating effectiveness of controls over customer contract management, customer orders, invoicing, revenue recognition, collections, and offsetting.
B. Obtained a revenue summary and, for sales contracts in the current period, performed the following procedures:
(a) Sampled and inspected customer acceptance certificates.
(b) Checked whether the acceptance certificates provided by customers were consistent with the timing of revenue recognition and that the related entries were appropriately recorded.
Other matter – Reference to the audits of other auditors
We did not audit the financial statements of certain investments accounted for under the equity method which were audited by other auditors. Therefore, our opinion expressed herein, insofar as it relates to the amounts included in respect of these associates, is based solely on the reports of the other auditors. The balance of these investments accounted for under the equity method amounted to NT$116,030 thousand and NT$119,856 thousand, constituting 7.59% and 8.37% of the total assets as at December 31, 2025 and 2024, respectively, and the comprehensive income recognised from associates and joint ventures accounted for under the equity method amounted to NT$21,058 thousand and NT$22,678 thousand, constituting 12.12% and 14.11% of the total comprehensive income for the years then ended, 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 supervisors, are responsible for overseeing the Company’s financial reporting process.
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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 auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgement and professional skepticism throughout the audit. We also:
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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.
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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.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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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.
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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.
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Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters
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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.
CPA Liao, Fu-Ming
CPA Chen, Ching-Chang
For and on behalf of PricewaterhouseCoopers, Taiwan
March 10, 2026
The accompanying parent company only financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying parent company only financial statements and independent auditors' report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.
As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
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(ARES INTERNATIONAL CORP.
PARENT COMPANY ONLY BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
ARES INTERNATIONAL CORP.
PARENT COMPANY ONLY BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Assets | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| AMOUNT | % | AMOUNT | % | |||
| Current assets | ||||||
| 1100 | Cash and cash equivalents | 6(1) | $ 674,440 | 44 | $ 580,214 | 41 |
| 1136 | Financial assets at amortised cost - current | 6(2) and 8 | ||||
| 264,092 | 17 | 273,510 | 19 | |||
| 1140 | Contract assets - current | 6(16) | 138,304 | 9 | 143,450 | 10 |
| 1150 | Notes receivable, net | 6(3) | 1,701 | - | - | - |
| 1170 | Accounts receivable, net | 6(3) | 72,055 | 5 | 72,139 | 5 |
| 1180 | Accounts receivable - related parties, net | 7 | ||||
| 986 | - | 536 | - | |||
| 1200 | Other receivables | 3,247 | - | 3,274 | - | |
| 1210 | Other receivables - related parties | 7 | 1 | - | - | - |
| 1410 | Prepayments | 6(4) | 32,744 | 2 | 34,265 | 3 |
| 1470 | Other current assets | 8 | 65,789 | 5 | 61,846 | 4 |
| 11XX | Total current assets | 1,253,359 | 82 | 1,169,234 | 82 | |
| Non-current assets | ||||||
| 1550 | Investments accounted for using the equity method | 6(6) | ||||
| 170,222 | 11 | 170,083 | 12 | |||
| 1600 | Property, plant and equipment | 6(7) | 58,134 | 4 | 52,709 | 4 |
| 1755 | Right-of-use assets | 6(8) | 19,669 | 1 | 8,124 | - |
| 1780 | Intangible assets | 208 | - | 459 | - | |
| 1840 | Deferred income tax assets | 6(22) | 15,780 | 1 | 21,296 | 1 |
| 1920 | Guarantee deposits paid | 8 | 10,423 | 1 | 9,620 | 1 |
| 15XX | Total non-current assets | 274,436 | 18 | 262,291 | 18 | |
| 1XXX | Total assets | $ 1,527,795 | 100 | $ 1,431,525 | 100 |
(Continued)
(ARES INTERNATIONAL CORP.
PARENT COMPANY ONLY BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
ARES INTERNATIONAL CORP.
PARENT COMPANY ONLY BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Liabilities and Equity | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| AMOUNT | % | AMOUNT | % | |||
| Current liabilities | ||||||
| 2130 | Contract liabilities - current | 6(16) | $ 248,284 | 16 | $ 183,191 | 13 |
| 2170 | Accounts payable | 6(9) | 59,245 | 4 | 73,396 | 5 |
| 2180 | Accounts payable - related parties | 7 | 9,302 | 1 | 10,571 | 1 |
| 2200 | Other payables | 6(10) | 157,323 | 10 | 141,219 | 10 |
| 2220 | Other payables - related parties | 7 | 2 | - | 57 | - |
| 2230 | Current income tax liabilities | 16,460 | 1 | 11,428 | 1 | |
| 2250 | Provisions for liabilities - current | 6(12) | 3,204 | - | 1,039 | - |
| 2280 | Lease liabilities - current | 17,537 | 1 | 4,722 | - | |
| 21XX | Total current liabilities | 511,357 | 33 | 425,623 | 30 | |
| Non-current liabilities | ||||||
| 2580 | Non-current lease liabilities | 2,790 | - | 3,508 | - | |
| 2640 | Non-current accrued pension | 6(11) | ||||
| liabilities | 69,198 | 5 | 82,866 | 6 | ||
| 25XX | Total non-current liabilities | 71,988 | 5 | 86,374 | 6 | |
| 2XXX | Total liabilities | 583,345 | 38 | 511,997 | 36 | |
| Equity | ||||||
| Share capital | 6(13) | |||||
| 3110 | Common stock | 472,539 | 31 | 472,539 | 33 | |
| Capital surplus | 6(14) | |||||
| 3200 | Capital surplus | 156,500 | 10 | 160,803 | 11 | |
| Retained earnings | 6(15) | |||||
| 3310 | Legal reserve | 128,366 | 9 | 112,199 | 8 | |
| 3320 | Special reserve | 4,886 | - | 3,943 | - | |
| 3350 | Unappropriated retained earnings | 186,144 | 12 | 174,930 | 12 | |
| Other equity interest | ||||||
| 3400 | Other equity interest | ( 3,985) | - | ( 4,886) | - | |
| 3XXX | Total equity | 944,450 | 62 | 919,528 | 64 | |
| Significant contingent liabilities and unrecognised contract commitments | 9 | |||||
| Significant events after the balance sheet date | 11 | |||||
| 3X2X | Total liabilities and equity | $ 1,527,795 | 100 | $ 1,431,525 | 100 |
The accompanying notes are an integral part of these parent company only financial statements.
ARES INTERNATIONAL CORP.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Items | Notes | Year ended December 31 | |||||
|---|---|---|---|---|---|---|---|
| 2025 | 2024 | ||||||
| AMOUNT | % | AMOUNT | % | ||||
| 4000 | Operating revenue | 6(16) and 7 | $ | 971,713 | 100 | $ | 856,218 |
| 5000 | Operating cost | 6(20)(21) and 7 | ( | 567,275) | ( | 59) | ( |
| 5950 | Gross profit | 404,438 | 41 | 327,830 | |||
| Operating expenses | 6(20)(21) and 7 | ||||||
| 6100 | Selling expenses | ( | 70,984) | ( | 7) | ( | |
| 6200 | General and administrative expenses | ( | 68,487) | ( | 7) | ( | |
| 6300 | Research and development expenses | ( | 89,357) | ( | 9) | ( | |
| 6450 | Reversal of (provision for) expected credit losses | 12(2) | |||||
| 3,316 | - | ( | 5,287) | ||||
| 6000 | Total operating expenses | ( | 225,512) | ( | 23) | ( | |
| 6900 | Operating profit | 178,926 | 18 | 114,291 | |||
| Non-operating income and expenses | |||||||
| 7100 | Interest income | 6(17) | 14,593 | 2 | 19,652 | ||
| 7010 | Other income | 6(18) and 7 | 1,778 | - | 1,294 | ||
| 7020 | Other gains and losses | 6(19) | ( | 14,756) | ( | 1) | 36,370 |
| 7050 | Finance costs | 6(8) | ( | 868) | - | ( | 352) |
| 7070 | Share of profit of associates and joint ventures accounted for using equity method | 6(6) | |||||
| 23,920 | 2 | 19,285 | |||||
| 7000 | Total non-operating income and expenses | 24,667 | 3 | 76,249 | |||
| 7900 | Profit before income tax | 203,593 | 21 | 190,540 | |||
| 7950 | Income tax expense | 6(22) | ( | 31,839) | ( | 3) | ( |
| 8200 | Profit for the year | $ | 171,754 | 18 | $ | 157,380 | |
| Other comprehensive income | |||||||
| Components of other comprehensive income (loss) that will not be reclassified to profit or loss | |||||||
| 8311 | Actuarial gain on defined benefit plan | 6(11) | $ | 1,442 | - | $ | 5,387 |
| 8330 | Share of other comprehensive loss of associates and joint ventures accounted for using equity method, components of other comprehensive (loss) income that will not be reclassified to profit or loss | 6(6) | |||||
| ( | 23) | - | ( | 19) | |||
| 8349 | Income tax relating to components of other comprehensive income | 6(22) | |||||
| 8310 | Other comprehensive income that will not be reclassified to profit or loss | 1,131 | - | 4,291 | |||
| Components of other comprehensive income (loss) that will be reclassified to profit or loss | |||||||
| 8361 | Financial statements translation differences of foreign operations | 1,126 | - | ( | 1,178) | ||
| 8399 | Income tax relating to components of other comprehensive income | 6(22) | |||||
| 8360 | Other comprehensive income (loss) that will be reclassified to profit or loss | 901 | - | ( | 943) | ||
| 8300 | Other comprehensive income for the year | $ | 2,032 | - | $ | 3,348 | |
| 8500 | Total comprehensive income in the year | $ | 173,786 | 18 | $ | 160,728 | |
| Earnings per share (in dollars) | 6(23) | ||||||
| 9750 | Basic | $ | 3.63 | $ | |||
| 9850 | Diluted | $ | 3.58 | $ |
The accompanying notes are an integral part of these parent company only financial statements.
(ARES INTERNATIONAL CORP.
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
ARES INTERNATIONAL CORP.
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Notes | Common stock | Capital surplus | Retained Earnings | Other equity interest | Total equity | ||||
|---|---|---|---|---|---|---|---|---|---|
| Legal reserve | Special reserve | Unappropriated retained earnings | Financial statements translation differences of foreign operations | Unrealised losses from financial assets measured at fair value through other comprehensive income | |||||
| Year ended December 31, 2024 | |||||||||
| Balance at January 1, 2024 | $ 472,539 | $ 156,960 | $ 94,962 | $ 4,146 | $ 185,624 | ($ 1,943 ) | ($ 2,000 ) | $ 910,288 | |
| Profit for the year | - | - | - | - | 157,380 | - | - | 157,380 | |
| Other comprehensive income (loss) | - | - | - | - | 4,291 | ( 943 ) | - | 3,348 | |
| Total comprehensive income (loss) | - | - | - | - | 161,671 | ( 943 ) | - | 160,728 | |
| Appropriations of 2023 earnings | 6(15) | ||||||||
| Legal reserve | - | - | 17,237 | - | ( 17,237 ) | - | - | - | |
| Special reserve | - | - | - | ( 203 ) | 203 | - | - | - | |
| Cash dividends | - | - | - | - | ( 155,331 ) | - | - | ( 155,331 ) | |
| Change in equity of associates in proportion to the Company's ownership percentage | 6(14) | - | 3,746 | - | - | - | - | - | 3,746 |
| Others | 6(14) | - | 97 | - | - | - | - | - | 97 |
| Balance at December 31, 2024 | $ 472,539 | $ 160,803 | $ 112,199 | $ 3,943 | $ 174,930 | ($ 2,886 ) | ($ 2,000 ) | $ 919,528 | |
| Year ended December 31, 2025 | |||||||||
| Balance at January 1, 2025 | $ 472,539 | $ 160,803 | $ 112,199 | $ 3,943 | $ 174,930 | ($ 2,886 ) | ($ 2,000 ) | $ 919,528 | |
| Profit for the year | - | - | - | - | 171,754 | - | - | 171,754 | |
| Other comprehensive income | - | - | - | - | 1,131 | 901 | - | 2,032 | |
| Total comprehensive income | - | - | - | - | 172,885 | 901 | - | 173,786 | |
| Appropriations of 2024 earnings | 6(15) | ||||||||
| Legal reserve | - | - | 16,167 | - | ( 16,167 ) | - | - | - | |
| Special reserve | - | - | - | 943 | ( 943 ) | - | - | - | |
| Cash dividends | - | - | - | - | ( 144,561 ) | - | - | ( 144,561 ) | |
| Change in equity of associates in proportion to the Company's ownership percentage | 6(14) | - | ( 4,364 ) | - | - | - | - | - | ( 4,364 ) |
| Others | 6(14) | - | 61 | - | - | - | - | - | 61 |
| Balance at December 31, 2025 | $ 472,539 | $ 156,500 | $ 128,366 | $ 4,886 | $ 186,144 | ($ 1,985 ) | ($ 2,000 ) | $ 944,450 |
The accompanying notes are an integral part of these parent company only financial statements.
~19~
ARES INTERNATIONAL CORP.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Notes | Year ended December 31 | ||
|---|---|---|---|
| 2025 | 2024 | ||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||
| Profit before tax | $ 203,593 | $ 190,540 | |
| Adjustments | |||
| Adjustments to reconcile profit (loss) | |||
| (Reversal of) provision for expected credit loss | 6(20) and 12(2) | ( 3,316 ) | 5,287 |
| Depreciation on property, plant and equipment | 6(7)(20) | 2,964 | 2,246 |
| Depreciation on right-of-use assets | 6(8)(20) | 18,364 | 15,971 |
| Amortisation | 6(20) | 421 | 429 |
| Interest income | 6(17) | ( 14,593 ) | ( 19,652 ) |
| Interest expense | 6(8) | 868 | 352 |
| Gains on disposal of investments | 6(19) | - | ( 2,957 ) |
| Share of profit of associates and joint ventures | 6(6) | ||
| accounted for using equity method | ( 23,920 ) | ( 19,285 ) | |
| Loss (gain) on disposal of property, plant and equipment | 6(19) | ||
| Gain on lease modification | 6(19) | ( 35 ) | - |
| Changes in operating assets and liabilities | |||
| Changes in operating assets | |||
| Notes receivable | ( 1,701 ) | 237 | |
| Accounts receivable | 3,400 | ( 24,273 ) | |
| Accounts receivable - related parties | ( 450 ) | 946 | |
| Other receivables | ( 204 ) | 70 | |
| Other receivables - related parties | ( 1 ) | 1 | |
| Prepayments | 1,521 | 3,729 | |
| Other current assets | ( 3,943 ) | ( 11,940 ) | |
| Changes in operating liabilities | |||
| Contract liabilities | 65,093 | 22,354 | |
| Accounts payable | ( 14,151 ) | 3,909 | |
| Accounts payable - related parties | ( 1,269 ) | 2,406 | |
| Other payables | 19,780 | ( 6,279 ) | |
| Other payables - related parties | ( 55 ) | 57 | |
| Provisions for liabilities - current | 2,165 | ( 1,701 ) | |
| Non-current accrued pension liabilities | ( 12,227 ) | ( 24,796 ) | |
| Cash inflow generated from operations | 242,464 | 136,308 | |
| Interest received | 14,824 | 20,030 | |
| Income tax paid | ( 20,333 ) | ( 28,961 ) | |
| Net cash flows from operating activities | 236,955 | 127,377 |
(Continued)
AREA INTERNATIONAL CORP.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Notes | Year ended December 31 | ||
|---|---|---|---|
| 2025 | 2024 | ||
| CASH FLOWS FROM INVESTING ACTIVITIES | |||
| Increase in financial assets at amortised cost - current | ($ 262,462 ) | ($ 270,498 ) | |
| Decrease in financial assets at amortised cost - current | 271,880 | 393,695 | |
| Proceeds from disposal of investments using the equity method | 6(6) | - | 2,991 |
| Dividends received | 6(6) | 20,520 | 19,427 |
| Acquisition of property, plant and equipment | 6(7) | ( 8,549 ) | ( 50,957 ) |
| Proceeds from disposals of property, plant and equipment | - | 1,343 | |
| Acquisition of intangible assets | ( 170 ) | ( 120 ) | |
| Increase in refundable deposits | ( 803 ) | ( 2,308 ) | |
| Net cash flows from investing activities | 20,416 | 93,573 | |
| CASH FLOWS FROM FINANCING ACTIVITIES | |||
| Payment of lease liability | 6(24) | ( 18,645 ) | ( 16,450 ) |
| Cash dividends paid | 6(15) | ( 144,561 ) | ( 155,331 ) |
| Other financing activities | 6(14) | 61 | 97 |
| Net cash flows used in financing activities | ( 163,145 ) | ( 171,684 ) | |
| Net increase in cash and cash equivalents | 94,226 | 49,266 | |
| Cash and cash equivalents at beginning of year | 580,214 | 530,948 | |
| Cash and cash equivalents at end of year | $ 674,440 | $ 580,214 |
The accompanying notes are an integral part of these parent company only financial statements.
INDEPENDENT AUDITORS' REPORT TRANSLATED FROM CHINESE
To the Board of Directors and Shareholders of Ares International Corp.
Opinion
We have audited the accompanying consolidated balance sheets of Ares International Corp. and subsidiaries (the "Group") as at December 31, 2025 and 2024, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of material accounting policies.
In our opinion, based on our audits and reports of other auditors, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the "Regulations Governing the Preparation of Financial Reports by Securities Issuers" and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission.
Basis for opinion
We conducted our audits in accordance with the "Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants" and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the Group's 2025 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.
Key audit matters for the Group's 2025 consolidated financial statements are stated as follows:
Occurrence and validity of specific sales and service revenue
Description
Refer to Note 4(24) for accounting policies on operating revenue and Note 6(16) for details of operating revenue accounts.
In accordance with auditing standards, there is a presumed significant risk related to revenue recognition. Within the Group’s revenue, sales revenue and service revenue recognised at a point in time are material to the financial statements. In view of their material impact on the financial statements, we identified the occurrence of the aforementioned point-in-time sales and service revenue as a key audit matter.
How our audit addressed the matter
The procedures that we have performed in response to specific aspects of the above-mentioned key audit matter are summarised as follows:
A. Obtained an understanding of internal controls related to the revenue process and tested the operating effectiveness of controls over customer contract management, customer orders, invoicing, revenue recognition, collections, and offsetting.
B. Obtained a revenue summary and, for sales contracts in the current period, performed the following procedures:
(a) Sampled and inspected customer acceptance certificates.
(b) Checked whether the acceptance certificates provided by customers were consistent with the timing of revenue recognition and that the related entries were appropriately recorded.
~22~
~23~
Other matter – Reference to the audits of other auditors
We did not audit the financial statements of certain investments accounted for under the equity method which were audited by other auditors. Therefore, our opinion expressed herein, insofar as it relates to the amounts included in respect of these associates, is based solely on the reports of the other auditors. The balance of these investments accounted for under the equity method amounted to NT$116,030 thousand and NT$119,856 thousand, constituting 7.52% and 8.28% of the total assets as at December 31, 2025 and 2024, respectively, and the comprehensive income recognised from associates and joint ventures accounted for under the equity method amounted to NT$21,058 thousand and NT$22,678 thousand, constituting 12.13% and 14.10% of the total comprehensive income for the years then ended, respectively
Other matter – Parent company only financial reports
We have audited and expressed an unmodified opinion on the parent company only financial statements of Ares International Corp. as at and for the years ended December 31, 2025 and 2024.
Responsibilities of management and those charged with governance for the consolidated financial statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including 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 auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgement 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. 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.
~24~
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.
CPA Liao, Fu-Ming
CPA Chen, Ching-Chang
For and on behalf of PricewaterhouseCoopers, Taiwan
March 10, 2026
The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and independent auditors' report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.
As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
~25~
(ARES INTERNATIONAL CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
ARES INTERNATIONAL CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Assets | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| AMOUNT | % | AMOUNT | % | |||
| Current assets | ||||||
| 1100 | Cash and cash equivalents | 6(1) | $ 694,238 | 45 | $ 600,361 | 42 |
| 1136 | Financial assets at amortised cost - current | 6(2) and 8 | ||||
| 264,092 | 17 | 273,510 | 19 | |||
| 1140 | Contract assets - current | 6(16) | 150,029 | 10 | 158,316 | 11 |
| 1150 | Notes receivable, net | 6(3) | 1,701 | - | - | - |
| 1170 | Accounts receivable, net | 6(3) | 78,864 | 5 | 74,966 | 5 |
| 1180 | Accounts receivable - related parties, net | 7 | ||||
| 986 | - | 536 | - | |||
| 1200 | Other receivables | 3,466 | - | 3,492 | - | |
| 1410 | Prepayments | 6(4) and 7 | 36,639 | 3 | 38,583 | 3 |
| 1470 | Other current assets | 8 | 65,789 | 4 | 61,846 | 4 |
| 11XX | Total current assets | 1,295,804 | 84 | 1,211,610 | 84 | |
| Non-current assets | ||||||
| 1550 | Investments accounted for using the equity method | 6(6) | ||||
| 139,655 | 9 | 139,097 | 9 | |||
| 1600 | Property, plant and equipment, net | 6(7) | 59,051 | 4 | 53,898 | 4 |
| 1755 | Right-of-use assets | 6(8) | 21,233 | 1 | 11,131 | 1 |
| 1780 | Intangible assets | 208 | - | 459 | - | |
| 1840 | Deferred income tax assets | 6(22) | 15,909 | 1 | 21,504 | 1 |
| 1900 | Other non-current assets | 8 | 11,000 | 1 | 10,197 | 1 |
| 15XX | Total non-current assets | 247,056 | 16 | 236,286 | 16 | |
| 1XXX | Total assets | $ 1,542,860 | 100 | $ 1,447,896 | 100 |
(Continued)
(ARES INTERNATIONAL CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
ARES INTERNATIONAL CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Liabilities and Equity | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| AMOUNT | % | AMOUNT | % | |||
| Current liabilities | ||||||
| 2130 | Contract liabilities - current | 6(16) | $ 262,358 | 17 | $ 198,340 | 14 |
| 2170 | Accounts payable | 6(9) | 59,245 | 4 | 73,454 | 5 |
| 2180 | Accounts payable - related parties | 7 | - | - | 148 | - |
| 2200 | Other payables | 6(10) | 162,134 | 11 | 145,742 | 10 |
| 2220 | Other payables - related parties | 7 | 2 | - | - | - |
| 2230 | Current income tax liabilities | 16,460 | 1 | 11,428 | 1 | |
| 2250 | Provisions for liabilities - current | 6(12) | 3,204 | - | 1,039 | - |
| 2280 | Current lease liabilities | 19,166 | 1 | 6,243 | - | |
| 21XX | Total current liabilities | 522,569 | 34 | 436,394 | 30 | |
| Non-current liabilities | ||||||
| 2580 | Non-current lease liabilities | 2,931 | - | 5,278 | - | |
| 2640 | Non-current accrued pension | 6(11) | ||||
| liabilities | 69,198 | 5 | 82,866 | 6 | ||
| 25XX | Total non-current liabilities | 72,129 | 5 | 88,144 | 6 | |
| 2XXX | Total liabilities | 594,698 | 39 | 524,538 | 36 | |
| Equity attributable to owners of parent | ||||||
| Share capital | 6(13) | |||||
| 3110 | Common stock | 472,539 | 31 | 472,539 | 33 | |
| Capital surplus | 6(14) | |||||
| 3200 | Capital surplus | 156,500 | 10 | 160,803 | 11 | |
| Retained earnings | 6(15) | |||||
| 3310 | Legal reserve | 128,366 | 8 | 112,199 | 8 | |
| 3320 | Special reserve | 4,886 | - | 3,943 | - | |
| 3350 | Unappropriated retained earnings | 186,144 | 12 | 174,930 | 12 | |
| Other equity interest | ||||||
| 3400 | Other equity interest | ( 3,985) | - | ( 4,886) | - | |
| 31XX | Equity attributable to owners of the parent | |||||
| 944,450 | 61 | 919,528 | 64 | |||
| 36XX | Non-controlling interest | 3,712 | - | 3,830 | - | |
| 3XXX | Total equity | 948,162 | 61 | 923,358 | 64 | |
| Significant contingent liabilities and unrecognised contract commitments | 9 | |||||
| Significant events after the balance sheet date | 11 | |||||
| 3X2X | Total liabilities and equity | $ 1,542,860 | 100 | $ 1,447,896 | 100 |
The accompanying notes are an integral part of these consolidated financial statements.
(ARES INTERNATIONAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
| Items | Notes | Year ended December 31 | ||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| AMOUNT | % | AMOUNT | % | |||
| 4000 | Operating revenue | 6(16) and 7 | $ 1,000,141 | 100 | $ 877,673 | 100 |
| 5000 | Operating costs | 6(20)(21) and 7 | ( 566,030) | ( 57) | ( 525,254) | ( 60) |
| 5950 | Gross profit | 434,111 | 43 | 352,419 | 40 | |
| Operating expenses | 6(20)(21) and 7 | |||||
| 6100 | Selling expenses | ( 75,843) | ( 7) | ( 71,655) | ( 8) | |
| 6200 | General and administrative expenses | ( 72,015) | ( 7) | ( 69,720) | ( 8) | |
| 6300 | Research and development expenses | ( 110,324) | ( 11) | ( 95,935) | ( 11) | |
| 6450 | Reversal of (provision for) expected credit losses | 12(2) | ||||
| 3,385 | - | ( 4,845) | - | |||
| 6000 | Total operating expenses | ( 254,797) | ( 25) | ( 242,155) | ( 27) | |
| 6900 | Operating profit | 179,314 | 18 | 110,264 | 13 | |
| Non-operating income and expenses | ||||||
| 7100 | Interest income | 6(17) | 14,612 | 1 | 19,691 | 2 |
| 7010 | Other income | 6(18) and 7 | 1,361 | - | 3,522 | 1 |
| 7020 | Other gains and losses | 6(19) | ( 14,963) | ( 1) | 36,499 | 4 |
| 7050 | Finance costs | 6(8) | ( 1,031) | - | ( 569) | - |
| 7060 | Share of profit of associates and joint ventures accounted for using equity method | 24,360 | 2 | 21,017 | 2 | |
| 7000 | Total non-operating income and expenses | 24,339 | 2 | 80,160 | 9 | |
| 7900 | Profit before income tax | 203,653 | 20 | 190,424 | 22 | |
| 7950 | Income tax expense | 6(22) | ( 31,915) | ( 3) | ( 33,116) | ( 4) |
| 8200 | Profit for the year | $ 171,738 | 17 | $ 157,308 | 18 |
(Continued)
(ARES INTERNATIONAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
ARES INTERNATIONAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
| Items | Notes | Year ended December 31 | ||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| AMOUNT | % | AMOUNT | % | |||
| Other comprehensive income | ||||||
| Components of other comprehensive income that will not be reclassified to profit or loss | ||||||
| 8311 | Actuarial gain on defined benefit plan | 6(11) | $ 1,442 | - | $ 5,387 | - |
| 8320 | Share of other comprehensive loss of associates and joint ventures accounted for using equity method, components of other comprehensive loss that will not be reclassified to profit or loss | 6(6) | ( 23) | - | ( 19) | - |
| 8349 | Income tax relating to components of other comprehensive loss | 6(22) | ( 288) | - | ( 1,077) | - |
| 8310 | Other comprehensive income that will not be reclassified to profit or loss | 1,131 | - | 4,291 | - | |
| Other comprehensive income that will be reclassified to profit or loss | ||||||
| 8361 | Financial statements translation differences of foreign operations | 1,024 | - | ( 968) | - | |
| 8399 | Income tax relating to components of other comprehensive income | 6(22) | ( 225) | - | 235 | - |
| 8360 | Other comprehensive income (loss) that will be reclassified to profit or loss | 799 | - | ( 733) | - | |
| 8300 | Other comprehensive income for the year | $ 1,930 | - | $ 3,558 | - | |
| 8500 | Total comprehensive income for the year | $ 173,668 | 17 | $ 160,866 | 18 | |
| Profit attributable to: | ||||||
| 8610 | Owners of the parent | $ 171,754 | 17 | $ 157,380 | 18 | |
| 8620 | Non-controlling interest | ( 16) | - | ( 72) | - | |
| $ 171,738 | 17 | $ 157,308 | 18 | |||
| Total comprehensive income (loss) attributable to: | ||||||
| 8710 | Owners of the parent | $ 173,786 | 17 | $ 160,728 | 18 | |
| 8720 | Non-controlling interest | ( 118) | - | 138 | - | |
| $ 173,668 | 17 | $ 160,866 | 18 | |||
| Earnings per share (in dollars) | 6(23) | |||||
| 9750 | Basic | $ | 3.63 | $ | 3.33 | |
| 9850 | Diluted | $ | 3.58 | $ | 3.29 |
The accompanying notes are an integral part of these consolidated financial statements.
(ARES INTERNATIONAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Notes | Equity attributable to owners of the parent | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Retained Earnings | Other equity interest | Total | Non-controlling interest | Total equity | ||||||
| Common stock | Capital surplus | Legal reserve | Special reserve | Unappropriated retained earnings | Financial statements translation differences of foreign operations | |||||
| Year ended December 31, 2024 | ||||||||||
| Balance at January 1, 2024 | $ 472,539 | $ 156,960 | $ 94,962 | $ 4,146 | $ 185,624 | ($ 1,943) | ($ 2,000) | $ 910,288 | $ 3,692 | |
| Profit (loss) for the year | - | - | - | - | 157,380 | - | - | 157,380 | ( 72 ) | |
| Other comprehensive income (loss) for the year | - | - | - | - | 4,291 | ( 943 ) | - | 3,348 | 210 | |
| Total comprehensive income (loss) | - | - | - | - | 161,671 | ( 943 ) | - | 160,728 | 138 | |
| Appropriations of 2023 earnings | 6(15) | |||||||||
| Legal reserve | - | - | 17,237 | - | ( 17,237 ) | - | - | - | - | |
| Special reserve | - | - | - | ( 203 ) | 203 | - | - | - | - | |
| Cash dividends | - | - | - | - | ( 155,331 ) | - | - | ( 155,331 ) | - | |
| Change in equity of associates in proportion to the Group's ownership percentage | 6(14) | 3,746 | - | - | - | - | - | 3,746 | - | |
| Others | 6(14) | - | 97 | - | - | - | - | - | 97 | - |
| Balance at December 31, 2024 | $ 472,539 | $ 160,803 | $ 112,199 | $ 3,943 | $ 174,930 | ($ 2,886) | ($ 2,000) | $ 919,528 | $ 3,830 | |
| Year ended December 31, 2025 | ||||||||||
| Balance at January 1, 2025 | $ 472,539 | $ 160,803 | $ 112,199 | $ 3,943 | $ 174,930 | ($ 2,886) | ($ 2,000) | $ 919,528 | $ 3,830 | |
| Profit (loss) for the year | - | - | - | - | 171,754 | - | - | 171,754 | ( 16 ) | |
| Other comprehensive income (loss) for the year | - | - | - | - | 1,131 | 901 | - | 2,032 | ( 102 ) | |
| Total comprehensive income (loss) | - | - | - | - | 172,885 | 901 | - | 173,786 | ( 118 ) | |
| Appropriations of 2024 earnings | 6(15) | |||||||||
| Legal reserve | - | - | 16,167 | - | ( 16,167 ) | - | - | - | - | |
| Special reserve | - | - | - | 943 | ( 943 ) | - | - | - | - | |
| Cash dividends | - | - | - | - | ( 144,561 ) | - | - | ( 144,561 ) | - | |
| Change in equity of associates in proportion to the Group's ownership percentage | 6(14) | ( 4,364 ) | - | - | - | - | - | ( 4,364 ) | - | |
| Others | 6(14) | - | 61 | - | - | - | - | - | 61 | - |
| Balance at December 31, 2025 | $ 472,539 | $ 156,500 | $ 128,366 | $ 4,886 | $ 186,144 | ($ 1,985) | ($ 2,000) | $ 944,450 | $ 3,712 |
The accompanying notes are an integral part of these consolidated financial statements.
(ARES INTERNATIONAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Notes | Year ended December 31 | ||
|---|---|---|---|
| 2025 | 2024 | ||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||
| Profit before tax | $ 203,653 | $ 190,424 | |
| Adjustments | |||
| Adjustments to reconcile profit (loss) | |||
| (Reversal of) provision for expected credit loss impairment | 6(20) and 12(2) | ( 3,385 ) | 4,845 |
| Depreciation of property, plant and equipment | 6(7)(20) | 3,226 | 2,502 |
| Depreciation of right-of-use asset | 6(8)(20) | 19,757 | 17,249 |
| Amortisation | 6(20) | 421 | 429 |
| Interest income | 6(17) | ( 14,612 ) | ( 19,691 ) |
| Interest expense | 6(8) | 1,031 | 569 |
| Share of profit of associates and joint ventures accounted for using equity method | 6(6) | ||
| Loss (gain) on disposal of property, plant and equipment | 6(19) | ( 24,360 ) | ( 21,017 ) |
| Gain on lease modification | 6(8)(19) | ( 35 ) | - |
| Gains on disposal of investments | 6(19) | - | ( 2,957 ) |
| Changes in operating assets and liabilities | |||
| Changes in operating assets | |||
| Notes receivable | ( 1,701 ) | 237 | |
| Accounts receivable | ( 513 ) | ( 22,153 ) | |
| Accounts receivable - related parties | ( 450 ) | 748 | |
| Other receivables | ( 205 ) | ( 27 ) | |
| Prepayments | 1,944 | 3,005 | |
| Other current assets | ( 2,059 ) | ( 11,417 ) | |
| Changes in operating liabilities | |||
| Contract liabilities | 64,018 | 23,073 | |
| Accounts payable | ( 14,209 ) | 3,967 | |
| Accounts payable - related parties | ( 148 ) | ( 166 ) | |
| Other payables | 21,255 | ( 5,564 ) | |
| Other payables - related parties | 2 | - | |
| Provisions for liabilities - current | 2,165 | ( 1,701 ) | |
| Non-current accrued pension liabilities | ( 12,227 ) | ( 24,796 ) | |
| Cash inflow generated from operations | 243,728 | 136,216 | |
| Interest received | 14,843 | 20,068 | |
| Income tax paid | ( 20,333 ) | ( 28,961 ) | |
| Net cash flows from operating activities | 238,238 | 127,323 | |
| CASH FLOWS FROM INVESTING ACTIVITIES | |||
| Increase in financial assets at amortised cost-current | ( 262,462 ) | ( 270,498 ) | |
| Decrease in financial assets at amortised cost-current | 271,880 | 393,695 | |
| Disposal of investments using the equity method | 6(6) | - | 2,991 |
| Dividends received | 6(6) | 20,520 | 19,427 |
| Acquisition of property, plant and equipment | 6(7) | ( 8,549 ) | ( 52,083 ) |
| Proceeds from disposals of property, plant and equipment | - | 1,343 | |
| Acquisition of intangible assets | ( 170 ) | ( 120 ) | |
| Increase in refundable deposits (shown in other non-current assets) | 803 | ( 2,562 ) | |
| Net cash flows from investing activities | 20,416 | 92,193 | |
| CASH FLOWS FROM FINANCING ACTIVITIES | |||
| Payment of lease liability | 6(24) | ( 20,277 ) | ( 17,680 ) |
| Cash dividends paid | 6(15) | ( 144,561 ) | ( 155,331 ) |
| Other financing activities | 6(14) | 61 | 97 |
| Net cash flows used in financing activities | ( 164,777 ) | ( 172,914 ) | |
| Net increase in cash and cash equivalents | 93,877 | 46,602 | |
| Cash and cash equivalents at beginning of year | 600,361 | 553,759 | |
| Cash and cash equivalents at end of year | $ 694,238 | $ 600,361 |
The accompanying notes are an integral part of these consolidated financial statements.
Attachment 2
Ares International Corporation
For the comparison table of the “Articles of Incorporation” before and after amendments
| Provisions after amendment | Provisions before amendment |
|---|---|
| Article 24 | |
| When the Company has earnings in the current year, a provision for remuneration paid to employees, adjustment to salary or remuneration for entry-level employees, and a provision for remuneration paid to directors shall be made from the earnings. However, if there are any accumulated losses, part of the earnings shall be first set aside to make up for such losses. Provision for remuneration paid to employees, adjustment to salary or remuneration for entry-level employees, and provision for remuneration paid to directors are as follows: | |
| I. 5% to 15% for employee remuneration. | |
| II. Up to 3% for director remuneration. | |
| III. In addition, an amount equal to 10%-30% of the proportion of employee remuneration appropriated is set aside as a salary adjustment for entry-level employees. | |
| (omitted below) | Article 24 |
| When the Company has earnings in the current year, a provision for remuneration paid to employees, adjustment to salary of the entry-level employees, and a provision for remuneration paid to directors shall be made from the earnings. However, if there are any accumulated losses, part of the earnings shall be first set aside to make up for such losses. Provision for remuneration paid to employees, adjustment to salary of the entry-level employees, and provision for remuneration paid to directors are as follows: | |
| IV. 5% to 15% for employee remuneration. | |
| V. In addition, an amount equal to 10–30% of the proportion of employee remuneration appropriated for the year is set aside as a salary adjustment for entry-level employees. | |
| VI. Up to 3% for director remuneration. | |
| (omitted below) | |
| Article 28 | |
| The Articles of Incorporation were established on November 11, 1980. | |
| ... | |
| The 32nd amendment was made on July 30, 2021. | |
| The 33rd amendment was made on June 23, 2022. | |
| The 34th amendment was made on June 19, 2025. | |
| The 35th amendment was made on June 23, 2026. | Article 28 |
| The Articles of Incorporation were established on November 11, 1980. | |
| ... | |
| The 32nd amendment was made on July 30, 2021. | |
| The 33rd amendment was made on June 23, 2022. | |
| The 34th amendment was made on June 19, 2025. |
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Ares International Corporation
Articles of Incorporation
Chapter 1. General Rules
Article 1 The Company is incorporated pursuant to the definition of a company limited by shares under the Company Act and named 資通電腦股份有限公司 (English name: Ares International Corporation).
Article 2 The Company is based in Taipei City, and branches may be established domestically or aboard, if needed, subject to a resolution of the Board of Directors.
Article 3 (Deleted)
Article 4 The Company’s business activities are shown below:
- E605010 Computer Equipment Installation
- F118010 Wholesale of Computer Software
- F218010 Retail Sale of Computer Software
- I301010 Information Software Services
- I301020 Data Processing Services
- I301030 Electronic Information Supply Services
- F401010 International Trade
- F601010 Intellectual Property Rights
- IZ12010 Manpower Dispatched
- F113030 Wholesale of Precision Instruments
- F213040 Retail Sale of Precision Instruments
- ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.
Article 4-1 The Company provides external guarantees due to business needs.
Article 4-2 Where the Company is a shareholder with limited liability of another company, the Company’s total investments in the company are not limited to 40% of the Company’s paid-in share capital under Article 13 of the Company Act.
Chapter 2. Shares
Article 5 The Company has authorized capital of NT$1,156 million in total, divided into 115.6 million shares at NT$10 per share. The Board of Directors may issue the unissued shares, if needed.
Of the total amount of shares referred to in the preceding paragraph, 30 million shares shall be reserved for the issuance and exercise of employee stock warrants, at NT$10 per share. The shares may be issued in tranches by a resolution of the Board of Directors.
Article 5-1 According to Article 56-1 of the “Regulations Governing the Offering and Issuance of Securities by Securities Issuers” and Article 10-1 of the “Regulations Governing Share Repurchase by Exchange-Listed and OTC-Listed Companies”, subject to the presence of shareholders representing a majority of the total issued shares at a shareholders’ meeting and the consent of the attending shareholders with two-thirds or more of voting rights, the Company may issue employee stock warrants at the closing price of the Company’s common shares on the date of issuance and transfer the warrants to the employees at prices lower than the average share repurchase price.
Article 6 The shares of the Company are registered, and are signed or stamped by the director(s) representing the Company. They are issued after being certified by a bank competent to certify shares under the laws before the issuance thereof.
The shares issued by the Company may be exempted from printing certificates and shall be registered with centralized securities depository enterprises in accordance with the regulations thereof.
Article 6-1 (Deleted)
Article 7 (Deleted)
Article 8 The Company’s share-related matters shall be handled in accordance with the “Regulations Governing the Administration of Shareholder Services of Public Companies” and other related laws and regulations.
Article 9 Pursuant to the laws, changes in the shareholder register shall not be made within 60 days prior to the scheduled date of the annual shareholders’ meeting, within 30 days prior to the scheduled date of any special shareholders’ meeting, or within 5 days before the Company determines the record date for the payment of dividends, bonuses, or other benefits.
The aforesaid periods shall commence on the meeting dates or record date.
Chapter 3. Shareholder’s Meeting
Article 10 Shareholders’ meetings are classified as annual shareholders’ meetings and special shareholders’ meetings. The annual shareholders’ meetings are held once a year within six months after the end of a fiscal year, while the special shareholders’ meetings may be held, if necessary, according to laws. The shareholders’ meetings shall be held in accordance with Article 172 of the Company Act.
The convening notice of shareholders’ meetings may be given in electronic form with the consent of respondents. For shareholders holding less than 1,000 registered shares, the convening notice referred to in the preceding paragraph may be given by means of announcements.
The shareholders’ meetings of the Company may be convened in the form of a video conference or in other ways promulgated by the central competent authority.
Article 11 Unless otherwise provided by the Company Act, resolutions at a shareholders’ meeting are subject to the presence of shareholders representing a majority of the total issued shares at the meeting and the consent of the attending shareholders with a majority of voting rights.
Article 12 A shareholder shall be entitled to one voting right for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179, Paragraph 2 of the Company Act.
Article 13 If a shareholder is unable to attend a shareholders’ meeting for whatever reason, such shareholder may appoint a proxy to attend the meeting by providing a proxy form from the Company stating the authorization scope and duly signed or stamped. The use of such proxy form is subject to the “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies”.
Article 14 Resolutions adopted at a shareholders’ meeting shall be recorded in the minutes and handled in accordance with Article 183 of the Company Act.
Chapter 4. Director
Article 15 The Company has five to nine directors to form the Board of Directors. They are elected in accordance with Article 198 of the Company Act, have a term of office of three years, and may assume a second term of office if reelected.
The number of directors referred to in the preceding paragraph shall include no less than two independent directors that comprise no less than one-fifth of the board. The directors of the Company are elected using the candidate nomination system, in which shareholders shall elect from the list of director candidates, and Article 192-1 of the Company Act shall apply.
The share of the total registered shares held by all directors shall not be less than the percentage specified in the “Rules and Review Procedures for Director Share Ownership Ratios at Public Companies”.
Article 15-1 When the number of director vacancies is equal to one-third of the total directors, the Board of Directors shall call a special shareholders’ meeting within 60 days to co-opt directors to fill the vacancies. The term of office of the co-opted directors shall end at the end of the term of office of the former directors.
Article 16 The Company has a Chairperson elected from among the board members by the consent of a majority of the attending directors at a board meeting with more than two-thirds of all directors present. The Chairperson serves as the Company’s representative to the outside world. When the Chairperson is unable to perform his/her duties for whatever reason, Article 208 of the Company Act shall apply.
For the calculation and payment of the Chairperson’s pension, the Company’s regulations related to the retirement of employees shall apply mutatis mutandis and the limitations on age and years of service shall not apply.
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Article 17
Unless otherwise specified in the Company Act, board meetings shall be convened by the Chairperson. The resolutions of the Board of Directors shall be adopted with the consent of a majority of the attending directors at a board meeting attended by a majority of all directors, unless otherwise specified in the Company Act. When the board meeting is held via video conferencing, any director attending the meeting through video conferencing shall be deemed to have attended the meeting in person. Any director who is unable to attend the meeting may authorize another director to act as his/her proxy. The proceedings of the meeting shall be recorded in the minutes.
Article 17-1
Notification of the convention of board meetings may be effected via e-mail or fax.
Article 18
The Board of Directors has the following powers:
1. Convention of shareholders’ meetings and implementing their resolutions.
2. Approval of operating plans.
3. Review of rules and regulations as well as important contracts.
4. Review of the purchase and disposal of the Company’s important property.
5. Appointment and dismissal of managerial officers and other important function holders.
6. Decision-making about the establishment, withdrawal, or change of business units and branches.
7. Review of budgets, final accounting, and business reports.
8. Formulation of earnings distribution.
9. Formulation of capital increase or decrease.
10. Decision-making about other important matters and the powers given by the Company Act and the shareholders’ meeting.
Article 19
The Company has set up the Audit Committee in accordance with the Securities and Exchange Act. The Audit Committee shall consist of all independent directors. The Audit Committee or the members thereof are responsible for excising the powers of supervisors under the Company Act, Securities and Exchange Act, and other laws and regulations.
Article 20
(Deleted)
Article 20-1
Regardless of profits or losses, the Company may pay compensation to all directors for performing company-related activities. The Board of Directors is authorized to determine the amount of the compensation in consideration of the directors’ level of involvement in and contribution to the Company’s operations and with reference to the general level in the industry.
Chapter 5.
Managerial Officers and Consultants
Article 21
The Company may have one President and several Vice Presidents and Assistant Vice Presidents. For their appointment, dismissal, and remuneration, Article 29 of the Company Act shall apply.
Article 22
The Company may engage several consultants as resolved by the Board of Directors.
Chapter 6.
Accounting
Article 23
The fiscal year of the Company shall commence on January 1 and end on December 31. According to Article 228 of the Company Act, a final accounting shall be conducted at the end of each fiscal year. The Board of Directors shall prepare the following documents and submit them to the annual shareholders’ meeting for ratification.
1. Business report.
2. Financial statements.
3. Earning distribution or loss reimbursement proposals.
Article 24
When the Company has earnings in the current year, a provision for remuneration paid to employees, adjustment to salary of the entry-level employees, and a provision for remuneration paid to directors shall be made from the earnings. However, if there are any accumulated losses, part of the earnings shall be first set aside to make up for such losses.
Provision for remuneration paid to employees, adjustment to salary of the entry-level employees, and provision for remuneration paid to directors are as follows:
1. 5% to 15% for employee remuneration.
2. In addition, an amount equal to 10–30% of the proportion of employee remuneration appropriated for the year is set aside as a salary adjustment for entry-level employees.
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- Up to 3% for director remuneration.
When the Company has earnings at the year’s final accounting, they shall be used for the following purposes and in the following order of priority:
- Paying taxes.
- Making up for losses from prior years.
- Setting aside 10% as legal reserve.
- Making a provision for the special reserve based on the Company’s operational needs and in accordance with laws and regulations.
The Board of Directors shall draw up a proposal for the distribution of shareholder bonuses based on the sum of the remaining earnings and accumulated undistributed earnings and submit the proposal to the shareholders’ meeting for resolution. The Board of Directors may retain part of the earnings, if necessary, based on operational needs.
The Company operates in the information technology industry where technology and markets advance and grow rapidly. On the basis of the Company’s capital expenditure needs and the need to make sound financial plans to pursue sustainable development, in drawing up the earnings distribution proposal, the Board of Directors determines the proportion of cash and stock dividends paid to the shareholders based on the earnings remaining after deducting those distributed as referred to in Subparagraphs 1-4 of the preceding paragraph. The percentage of the dividend distributed in cash shall not be less than 10% of the total shareholder dividends.
Article 24-1
Employee stock bonuses may only be distributed to the full-time employees of the Company and the subsidiaries where the Company holds over 50% of equity through direct (indirect) investment.
Chapter 7. Supplementary Provisions
Article 25
The Company’s Articles of Incorporation and execution rules shall be established separately.
Article 26
Matters not covered by the Articles of Incorporation shall be governed by the Company Act and other related laws and regulations.
Article 27
The Articles of Incorporation and any amendments thereto shall be implemented after approval by the shareholders’ meeting.
Article 28
The Articles of Incorporation were established on November 11, 1980.
The 1st amendment was made on October 30, 1981.
The 2nd amendment was made on July 21, 1983.
The 3rd amendment was made on November 5, 1988.
The 4th amendment was made on March 27, 1989.
The 5th amendment was made on July 15, 1989.
The 6th amendment was made on May 21, 1990.
The 7th amendment was made on May 31, 1991.
The 8th amendment was made on August 20, 1992.
The 9th amendment was made on June 17, 1994.
The 10th amendment was made on October 11, 1996.
The 11th amendment was made on March 31, 1997.
The 12th amendment was made on April 24, 1998.
The 13th amendment was made on February 8, 1999.
The 14th amendment was made on June 17, 1999.
The 15th amendment was made on February 25, 2000.
The 16th amendment was made on May 25, 2000.
The 17th amendment was made on May 10, 2001.
The 18th amendment was made on May 10, 2001.
The 19th amendment was made on May 27, 2002.
The 20th amendment was made on June 14, 2005.
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The 21st amendment was made on June 14, 2006.
The 22nd amendment was made on June 13, 2007.
The 23rd amendment was made on June 13, 2008.
The 24th amendment was made on June 16, 2009.
The 25th amendment was made on June 14, 2010.
The 26th amendment was made on June 10, 2011.
The 27th amendment was made on June 19, 2012.
The 28th amendment was made on June 24, 2014.
The 29th amendment was made on June 23, 2015.
The 30th amendment was made on June 22, 2016.
The 31st amendment was made on June 19, 2020.
The 32nd amendment was made on July 30, 2021.
The 33rd amendment was made on June 23, 2022.
The 34th amendment was made on June 19, 2025.
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Attachment 3
Details of Competitive Activities of Directors' Representatives
| Name of director | Other businesses where the director serves as a director or managerial officer |
|---|---|
| Mitac Incorporated | |
| Representative: Xiang-Yun Yang | Companies where the director serves as a director: |
| Getac Holdings Corporation | |
| Mitac Incorporated | |
| Representative: Hua-Bin Miao | Companies where the director serves as a director: |
| MiTAC Holdings Corporation |
Attachment 4.
Ares International Corporation
Rules of Procedure for Shareholders’ Meetings
Article 1
Unless otherwise provided by law, the Company’s shareholders’ meetings shall be convened in accordance with the Rules.
Article 2
The shareholders mentioned in the Rules refer to the shareholders themselves and the proxies authorized thereby to attend shareholders’ meetings.
Article 3
Shareholders (or their proxies) shall sign in when attending a shareholders’ meeting by providing their sign-in cards in lieu of their signatures. With the sign-in cards as the basis, the equity of the shareholders is calculated. The Company may appoint the retained attorney, CPA, or any related person to attend the shareholders’ meeting in a non-voting capacity. The staff organizing the shareholders’ meeting shall wear identification cards or armbands.
The number of shares represented by the participating shareholders shall be calculated based on the sign-in cards provided. Shares shall be used as the calculation basis for attendance and voting at shareholders’ meetings.
Where a shareholder of the Company is unable to attend a shareholders’ meeting in person, he/she/it may appoint a proxy to attend the meeting by providing a proxy form from the Company stating the authorization scope. A shareholder may issue only one proxy form and appoint only one proxy for each shareholders’ meeting, and shall deliver the proxy form to the Company two days before the shareholders’ meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail, unless a declaration is made to revoke the previous proxy appointment. If the shareholder intends to attend the shareholders’ meeting in person after a proxy form has been delivered to the Company, a written notice of appointment revocation shall be submitted to the Company two days before the meeting date. If the revocation notice is submitted after that time, the voting rights exercised by the appointed proxy at the meeting shall prevail.
For anyone who is appointed by two or more shareholders to be their proxy, except for trust enterprises or the stock agencies approved by the competent securities authority, the number of voting rights represented thereby shall not exceed 3% of the total issued shares of the Company, otherwise the excessive voting rights shall not be counted.
Article 4
Once the attending shareholders represent a majority of the total issued shares, the chairperson may call the meeting to order. Where the meeting time is up and the statutory threshold has not been met, the chairperson may announce a postponement of the commencement of the meeting. The number of such postponements is limited to two and the time extended shall not exceed one hour cumulatively. Where the statutory threshold has not been met and there are attending shareholders representing one-third or more of the total issued shares, a tentative resolution may be adopted by a majority of the voting rights represented by the attending shareholders in accordance with Article 175 of the Company Act.
Whenever the number of shares represented by the attending shareholders reaches more than half of the total issued shares in adopting the tentative resolution referred to in the preceding paragraph, the chairperson may officially call the meeting to order and present the adopted tentative resolution to the shareholders’ meeting for ratification.
Article 5
The Chairperson shall chair any shareholders’ meeting convened by the Board of Directors. Where the Chairperson is on leave or unable to perform his/her duties for whatever reason, the Vice Chairperson shall act on his/her behalf. In the absence of a Vice Chairperson or where the Vice Chairperson is also on leave or unable to perform his/her duties for whatever reason, the Chairperson shall appoint an executive director to act on his/her behalf. Where there is no executive director, the Chairperson shall appoint a director to act on his/her behalf.
Where the Chairperson does not appoint anyone to act on his/her behalf, the executive directors or directors shall elect one among themselves to act on the behalf of the Chairperson.
Any shareholders’ meetings convened by any person with the power to convene such meetings other than the Board of Directors shall be chaired by that person. Where there are two or more such persons, they shall elect one among themselves to be the chairperson.
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Article 6 If a shareholders’ meeting is convened by the Board of Directors, the meeting agenda shall be set by the Board of Directors. The meeting shall proceed in the order set by the agenda, which shall not be changed without a resolution of the shareholders’ meeting.
The preceding paragraph shall apply mutatis mutandis to any shareholders’ meeting convened by any person with the power to convene such meeting other than the Board of Directors.
The chairperson shall not declare the meeting adjourned prior to the completion of deliberation on the first two agenda items (including extempore motions).
Where the chairperson declares the meeting adjourned in violation of the Rules, another chairperson may be elected by a majority of voting rights represented by the attending shareholders to continue the meeting.
After the meeting is adjourned, the shareholders shall not elect another chairperson to resume the meeting at the original or another venue.
Article 7 When a meeting is in progress, the chairperson may announce a break based on time considerations.
The Company shall record shareholders’ meetings through video or audio recording and keep the records for at least one year.
Poll watchers and tellers for voting on motions shall be appointed by the chairperson and the poll watchers shall be the Company’s shareholders. Vote results shall be announced on-site and documented in minutes.
Where a meeting cannot be finished in one session, the shareholders’ meeting may adopt a resolution on whether the meeting will be postponed or resumed within five days on the spot so that no further notice or announcement is required.
Article 8 When any attending shareholder gives a speech, he/she/it shall submit a speaker’s slip containing his/her/its shareholder account number (or attendance card number) and account name as well as the purpose of his/her/its speech to the chairperson for him/her to determine the order in which the shareholder gives his/her/its speech.
Any attending shareholder who has submitted a speaker’s slip but does not give a speech shall be deemed to have not given any speech. Where a speech given is inconsistent with that specified in the speaker’s slip, the speech given shall prevail.
When an attending shareholder is giving a speech, no other shareholder shall interrupt by speaking without the consent of the chairperson and the shareholder giving a speech. The chairperson shall stop any such interruption.
Article 9 Except for those holding 1% or more of the total issued shares, who may present motions in written form to the Company for annual shareholders’ meetings pursuant to Article 172-1 of the Company Act, any shareholders who have presented motions shall attend the annual shareholders’ meeting either in person or by appointing another person on his/her/its behalf to participate in the discussion about the motions presented thereby. Where an attending shareholder’s speech is irrelevant to the agenda item concerned or outside its scope, the chairperson may terminate the shareholder’s speech.
Article 10 Except with the consent of the chairperson, each attending shareholder may neither have the floor more than twice on the same motion nor speak for more than five minutes each time, otherwise the chairperson may stop the shareholder from speaking.
Where a corporation is appointed as a proxy to attend a shareholders’ meeting, such corporation may appoint only one representative to attend the meeting.
Where a corporate shareholder appoints two or more representatives to attend a shareholders’ meeting, only one of them may give a speech on a motion.
Article 11 After an attending shareholder finishes his/her/its speech, the chairperson may give a response or appoint any related person to do so.
When a motion in discussion is considered ready for voting, the chairperson may discontinue the discussion and put the motion to a vote.
Article 12 The venue for the Company’s shareholders’ meetings shall be where the Company is located or a place easily accessible to shareholders and suitable for holding the shareholders’ meetings. The meetings shall begin no earlier than 9 a.m. and no later than 3 p.m.
Article 13 Shareholders may exercise their voting rights by correspondence or electronic means at the Company’s shareholders’ meetings.
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The shareholders who exercise their voting rights at a shareholders’ meeting by correspondence or electronic means in accordance with the preceding paragraph shall be considered as having attended the shareholders’ meeting in person. However, they shall be treated as having waived their voting rights in respect of any extempore motion and any amendment to the original motions at the said shareholders’ meeting.
Unless otherwise provided by the Company Act and the Articles of Incorporation, a motion shall be passed by more than half of the voting rights of the attending shareholders. An agenda item is considered passed if the chairperson receives no objection from any attending shareholders. This voting method shall carry the same effect as the conventional ballot method.
In case of an amendment or alternative to a motion, the chairperson shall determine the order in which the amendment or alternative together with the original motion will be put to a vote. Where either of them is passed, the other shall be deemed rejected and require no further voting.
Article 14
Resolutions adopted at a shareholders’ meeting shall be recorded in the minutes and handled in accordance with Article 183 of the Company Act.
Article 15
The chairperson may instruct disciplinary officers (or security guards) to help maintain order at the meeting venue. The disciplinary officers (or security guards) shall wear an armband or identification card bearing the word “Disciplinary Officer” when helping maintain order at the meeting venue.
Article 16
Shareholders (or their proxies) shall cooperate with the chairperson and disciplinary officers (or security guards) and follow their instructions. Where any shareholder fails to obey the instructions of the chairperson and obstructs the progress of the meeting in disregard of dissuasion, the shareholder shall be escorted away from the meeting venue by the disciplinary officers or security guards on the instruction of the chairperson.
Article 17
Matters not covered by the Rules shall be governed by the Company Act and other related laws and regulations.
Article 18
The Rules and any amendments thereto shall be implemented after approval by the shareholders’ meeting.
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Attachment 5
Ares International Corporation
Shareholding of Directors and Independent Directors
Book closure date: April 25, 2026
| Title | Name | Date of election | Term | Number of shares held when elected | Number of shares held as recorded in the shareholder register on the book closure date | ||
|---|---|---|---|---|---|---|---|
| Number of shares held | Shareholding percentage | Number of shares held | Shareholding percentage | ||||
| Chairperson | Hung-Yang Yu | 2025/06/19 | 3 years | 3,558,449 | 7.53% | 3,558,449 | 7.53% |
| Director | Qing-Long Lin | 2025/06/19 | 3 years | 450,845 | 0.95% | 450,845 | 0.95% |
| Director | Seng-Yi Lin | 2025/06/19 | 3 years | 867,090 | 1.84% | 867,090 | 1.84% |
| Director | Mitac Incorporated Representative: Xiang-Yun Yang | 2025/06/19 | 3 years | 1,000,409 | 2.12% | 1,000,409 | 2.12% |
| Director | Mitac Incorporated Representative: Hua-Bin Miao | 2025/06/19 | 3 years | ||||
| Independent Director | Ming-Da Huang | 2025/06/19 | 3 years | - | - | - | - |
| Independent Director | Jin-Tang You | 2025/06/19 | 3 years | - | - | - | - |
| Independent Director | Hwa-Yu Chang | 2025/06/19 | 3 years | - | - | - | - |
| Independent Director | Jiun-Ming Chen | 2025/06/19 | 3 years | - | - | - | - |
| Total number of shares held by all directors | 5,876,793 | 12.44% | 5,876,793 | 12.44% |
- The Company's total issued common shares: 47,253,890 shares
- According to Article 26 of the Securities and Exchange Act, the minimum number of shares held by all shareholders is as follows:
- Statutory minimum number of shares held by all directors: 4,725,389 shares
- As of the book closure date for the annual shareholders' meeting (April 25, 2026), the number of shares held by all directors, as recorded in the shareholder register, reached the percentage threshold prescribed in Article 26 of the Securities and Exchange Act.
- As the Company has two independent directors, the shareholding percentage thresholds for the shares held by all directors and supervisors other than the independent directors, which are calculated proportionally, are reduced to 80% according to Article 2 of the "Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies".