AI assistant
ASCENT — AGM Information 2026
May 15, 2026
51802_rns_2026-05-15_b511a2dc-39c5-488e-ba7b-416dac6b9b1b.pdf
AGM Information
Open in viewerOpens in your device viewer
ascent
同燈建頸
TWSE stock: 1439
Ascent Development Co., Ltd.
2026 Annual Shareholders’ Meeting
Meeting Handbook
MAY 13, 2026
1
TABLE OF CONTENTS
ONE. MEETING PROCEDURES... 2
TWO. MEETING AGENDA... 3
- Report Items... 5
- Matters for Ratification... 9
- Matters for Discussions... 10
- Election Matters... 11
- Extemporary Motions... 11
- Adjournment... 11
THREE. ATTACHMENT... 12
- I. 2025 Business Report... 12
- II. Audit Committee’s Review Report... 19
- III. Details of Individual Directors’ Remuneration for 2025... 20
- IV. CPAs’ Audit Report and Financial Statements for 2025... 21
- V. 2025 Earnings Distribution Table... 42
- VI. Comparison Table of Revised Articles of the “Articles of Incorporation”... 43
- VII. List of Candidates... 45
FOUR. APPENDIX... 46
- I. Shareholder’s Meeting Rules of Procedures... 46
- II. Procedures for Election of Directors... 62
- III. Articles of Incorporation (before amendment)... 66
- IV. Directors' Shareholdings... 75
2
ONE. MEETING PROCEDURES
Ascent Development Co., Ltd.
Procedures for the 2026 Annual Shareholders’ Meeting
I. Call to Order
II. Chair Remarks
III. Report Items
IV. Matters for Ratification
V. Matters for Discussions
VI. Election Matters
VII. Extemporary Motions
VIII. Adjournment
TWO. MEETING AGENDA
Ascent Development Co., Ltd.
Agenda for 2026 Annual Shareholders’ Meeting
Meeting time: 9:00 a.m., June 17, 2026 (Wednesday)
Meeting venue: B2F, No. 108, Section 1, Dunhua South Road, Taipei City (Fubon National Conference Center)
Meeting type: physical shareholders' meeting
I. Commencement of meeting: (Announce the total number of shares represented in the meeting)
II. Chair Remarks
III. Report Items
(I) The Company’s 2025 business report.
(II) Audit Committee’s review report on the 2025 financial statements.
(III) Report on the Company’s distribution of 2025 remuneration for employees and directors.
(IV) Report on the Company's 2025 cash dividend distribution.
(V) Report on the Company’s directors’ remuneration for 2025.
(VI) Report on the provision of endorsements and guarantees by subsidiary Hanlin Development Co., Ltd. for the Global Startup Investment Project.
IV. Matters for Ratification
(I) Ratification of the Company’s 2025 business report and financial statements.
(II) Ratification of the Company’s 2025 earnings distribution proposal.
V. Matters for Discussions
(I) Amendment to the Company's “Articles of Incorporation”.
3
VI. Election matters
By-election of one independent director of the Company.
VII. Extemporary Motions
VIII. Adjournment
4
Report Items
Proposal 1
Subject: The Company’s 2025 business report is hereby submitted for review.
Description: For the Company’s 2025 business report, please refer to [Attachment 1] on pages 11 to 17 of this handbook.
Proposal 2
Subject: The Audit Committee’s review report on the Company’s 2025 financial statements is hereby submitted for review.
Description: For the Company’s 2025 Audit Committee review report, please refer to [Attachment 2] on page 18 of this handbook.
Proposal 3
Subject: The distribution of the Company’s employee remuneration and directors’ remuneration for 2025 is hereby submitted for review.
Description: I. Pursuant to Article 18 of the Company’s Articles of Incorporation, if the Company records profit for the year, after reserving an amount to offset accumulated losses, if any, the Company shall appropriate 0.5% to 5% of profit before tax before deducting employee remuneration and directors’ remuneration as employee remuneration, of which no less than 1% and no more than 10% shall be appropriated as remuneration to entry-level employees, and no more than 2% shall be appropriated as directors’ remuneration.
II. The Company’s profit before tax before deducting employee remuneration and directors’ remuneration for 2025 was NT$301,598,790. The Company appropriated 0.5% thereof as employee remuneration, amounting to NT$1,507,994, of which 5%, or NT$75,400, was appropriated for distribution to entry-level employees,
5
and 0.5% thereof as directors’ remuneration, amounting to NT$1,507,994. All such amounts will be distributed in cash.
Proposal 4
Subject: The distribution of the Company’s cash dividends for 2025 is hereby submitted for review.
Description: The Company will distribute cash dividends to shareholders for 2025 in the total amount of NT$46,000,000, representing cash dividends of NT$0.5 per share. Cash dividends shall be calculated based on the distribution ratio and rounded down to the nearest New Taiwan dollar. Any fractional amounts of less than NT$1 shall be recorded as other income of the Company.
Proposal 5
Subject: The Company’s directors’ remuneration for 2025 is hereby submitted for review.
Description: In accordance with the Company’s “Corporate Governance Best Practice Principles”, and to enable shareholders to understand the remuneration received by directors, please refer to [Attachment 3] on pages 19 to 20 of this handbook for the Company’s directors’ remuneration policy, individual remuneration details, and amounts for 2025.
Proposal 6
Subject: The provision of endorsements and guarantees by subsidiary Hanlin Development Co., Ltd. for the Global Startup Investment Project is hereby submitted for review.
Description: I. The Company’s subsidiary, Hanlin Development Co., Ltd. (“Hanlin”), approved the amendments to its “Operational Procedures for Making
6
Endorsements/Guarantees" at its first extraordinary shareholders' meeting on August 6, 2025. On the same date, Hanlin's Board of Directors approved the provision of a jointly and severally liable guarantee in the amount of NT$1,878,600,000 for the borrower, Weili International Development Co., Ltd. ("Weili"). The guarantee is in compliance with Hanlin's Operational Procedures for Making Endorsements/Guarantees.
II. The relevant limits applicable to Hanlin under the Company's Operational Procedures for Making Endorsements/Guarantees are as follows:
UNIT: NTD
| Endorsement /guarantee recipient | Endorsement /guarantee case | Bank name | Endorsement /guarantee amount | Limit for the Company and its subsidiaries for a single enterprise | Total limit for the Company and its subsidiaries | Note |
|---|---|---|---|---|---|---|
| Weili Company | Global Startup Project | Bank of Taiwan Dunhua Branch | 1,878,600,000 | 8,419,871,892 (Notes 1 and 2) | 14,033,119,820 (Notes 1 and 3) | Approved under this application |
Note 1: The Company's net worth based on its standalone financial statements for the second quarter of 2025 was NT$2,806,623,964.
Note 2: The limit for the Company and its subsidiaries for a single enterprise is 300% of the Company's net worth.
Note 3: The total amount of endorsements and guarantees by the Company and its subsidiaries is 500% of the Company's net worth.
III. Pursuant to the Company's Operational Procedures for Making Endorsements/Guarantees, where the aggregate amount of endorsements and guarantees by the Company and its subsidiaries reaches 50% or more of the Company's net worth:
(1) Necessity and reasonableness of the endorsement/guarantee: Hanlin assumes joint and several guarantee liability for the financing required for its participation in the construction investment of the Global Startup Project (Xindian Baoyuan Section), and for the purpose of obtaining operational benefits
from the real estate investment (Xindian Baoyuan Section).
(2) Credit investigation and risk assessment of the endorsement/guarantee recipient, and impact on operating risk, financial position, and shareholders' equity: According to Weili's balance sheet as of June 30, its net worth was approximately NT$2.1 billion. The sales rate of the Global Startup Project (Xindian Baoyuan Section) has reached 82%, and the project is expected to be completed in 2028, at which time it is expected to generate profits. Accordingly, the assessment indicates that there will be no material impact on the Company's operating risk, financial position, or shareholders' equity.
8
Matters for Ratification
Proposal 1
(Proposed by the Board of Directors)
Subject: The Company’s 2025 business report and financial statements are hereby submitted for ratification.
Description:
I. The Company’s 2025 business report, financial statements, and consolidated financial statements have been audited by CPA Yi-Chang Liang and CPA Chi-Tung Chen of PwC Taiwan, who have issued an audit report thereon.
II. For the Company’s 2025 business report, the CPAs’ audit report, and the aforementioned financial statements, please refer to [Attachment 1] on pages 11 to 17 and [Attachment 4] on pages 21 to 41 of this handbook.
III. Please ratify.
Resolution:
Proposal 2
(Proposed by the Board of Directors)
Subject: The Company’s 2025 earnings distribution proposal is hereby submitted for ratification.
Description:
I. The Company’s profit after tax for 2025 was NT$295,725,062. For the earnings distribution table, please refer to [Attachment 5] on page 42 of this handbook.
II. Please ratify.
Resolution:
Matters for Discussions
Proposal 1
(Proposed by the Board of Directors)
Subject: Amendment to the Company's “Articles of Incorporation”, please discuss.
Description: I. To meet the Company’s operational needs, the Company proposes to amend certain provisions of its “Articles of Incorporation” by increasing the number of director seats from 5–7 to 5–11. For the comparison table of amended provisions, please refer to [Attachment 6] on pages 43 to 44 of this handbook.
II. Please discuss.
Resolution:
11
Election Matters
Proposal 1
(Proposed by the Board of Directors)
Subject: The by-election of one independent director of the Company is hereby submitted for election.
Description: I. On March 2, 2026, the Company received a resignation letter from Yuan Chung Co., Ltd., a juristic-person director, with its term of office effective until June 16, 2026. Accordingly, the Company proposes to conduct a by-election for one independent director at the 2026 Annual Shareholders’ Meeting.
II. This election uses the candidate nomination system, under which the shareholders’ meeting shall elect the independent director from the list of candidates. The independent director elected in this by-election shall assume office immediately after being elected by the shareholders’ meeting and shall serve the remaining term of the original term, from June 17, 2026 to June 18, 2028.
III. The list of director candidates was reviewed and approved by the Company’s Board of Directors on May 5, 2026. For their education, experience, and other relevant information, please refer to [Attachment 7] on page 45 of this handbook.
Election results:
Extemporary Motions
Adjournment
THREE. ATTACHMENT
[Attachment 1]
Ascent Development Co., Ltd.
2025 Business Report
Dear Shareholders,
In the past year, Ascent Development Co., Ltd. has continued to strive to become a professional, innovative and responsible construction company. Our goal is to become the most trusted and respected construction industry provider for our customers. We continue to strengthen our competitiveness, develop industry-leading technologies and strive to cultivate outstanding professional talents in the construction field.
In 2025, we remained fully committed to facing every challenge and seizing every opportunity. In terms of operations, we not only strive to participate in many cases currently being invested in Taipei City and New Taipei City, but also actively evaluate diverse and developable projects. We have been able to properly respond to and resolve industry difficulties we faced last year, including fierce market competition, central bank credit control measures, labor shortages and rising raw material prices. As the value of corporate sustainability, industrial sustainability and environmental sustainability is gradually accepted by the general public, we will continue to launch innovative, environmentally friendly and distinctive building products that impress our customers, so that the Company, industry and the environment we live in can move towards sustainability. At the same time, we will not forget our mission to seek the best interests of shareholders and other stakeholders. The operating results of the Company for 2025 and the outlook for 2026 are reported as follows:
I. 2025 OPERATING RESULTS
(I) Results of implementation of the business plan
In 2025, the Company recorded consolidated operating revenue of NT$813,096 thousand and consolidated net profit for the period of
NT$295,725 thousand (attributable to owners of the parent).
(II) Budget implementation
The Company did not publicly disclose any financial forecast for 2025; therefore, there is no information on budget achievement.
(III) Revenue, expense, and profitability analysis:
- Financial income and expenditures for 2025
Expressed in thousands of NTD
| Items | Amount |
|---|---|
| Revenues | 813,096 |
| Operating Costs | (595,840) |
| Gross profit | 217,256 |
| Operating expenses | (95,431) |
| Operating income | 121,825 |
| Net amount of the non-operating revenue and expenses | 225,457 |
| Income before tax | 347,282 |
| Net profit for the period attributable to | |
| Owner of parent company | 295,725 |
| Non-controlling interests | 45,291 |
| Total current net profit after tax | 341,016 |
2.2025 Profitability
Expressed in thousands of NTD
| Items | 2025 | |
|---|---|---|
| Financial position (%) | Debt to assets ratio | 41.53 |
| Long-term Fund to Property, Plant and Equipment | 64,946.90 | |
| Ability to repay debts (%) | Current ratio | 175.65 |
| Quick ratio | 50.17 | |
| Times interest earned (TIE) ratio | 24.24 | |
| Profitability | Return on assets (%) | 6.02 |
| Return on equity (%) | 10.28 | |
| Pre-tax income to paid-in capital ratio (%) | 37.74 |
| Items | 2025 | |
|---|---|---|
| Net profit margin (%) | 41.94 | |
| Earnings per share | 3.21 | |
| Owner of parent company | 3.21 | |
| Equity owned by the previous holder under the joint control | 0.00 | |
| Total EPS (NT$) | 3.21 |
(IV) Research and development
- Key development projects - plant-office category: Jiuzong Section, Neihu District, Taipei City; Zhongxing Section, Sanchong District, New Taipei City; Zhongyi Section, Tucheng District, New Taipei City; Zhongyuan Section, Zhonghe District, New Taipei City; and Jiangbei Section, Xizhi District, New Taipei City.
- Residential type: "Emerald Forest Green Zone Green World" in front of Tainan's National Museum of Taiwan History.
II. Overview of the 2026 Business Plan
(I) Looking ahead to 2026, amid the continuation of the government's credit control policies and interest rates remaining at relatively high levels, Taiwan's real estate market transaction momentum is expected to become more rational. Rigid demand from owner-occupiers will become the main source of support, while investment demand will cool significantly. The Company will prudently assess changes in the macroeconomy and real estate market cycles, strengthen its financial structure and risk control mechanisms, and steadily promote various development projects. At the same time, the Company will continue to incorporate ESG sustainable development concepts, combining green building design with low-carbon construction methods to enhance the value-added proposition of its products and the Company's long-term competitiveness.
(II) In response to the market's return to product fundamentals and location
value, the Company will focus on areas supported by industries and transportation advantages, prioritizing the development of factory-office and commercial products. The Company will also adopt flexible sales strategies to precisely manage project launch timing and sales velocity. As construction costs remain at high levels, the Company will strengthen cost control and construction quality management to ensure a stable profit structure for its projects.
(III) The Company will continue to expand diversified development models and actively participate in urban renewal, reconstruction of unsafe and old buildings, and publicly sponsored development projects. Through land integration and strategic cooperation with other companies, the Company will reduce land acquisition costs and funding pressure. Under the principle of prudent operations, the Company will optimize capital allocation efficiency and enhance its overall operational resilience and market competitiveness.
III. Impact of the competitive environment, regulatory environment, and the overall business environment
Looking ahead to 2026, Taiwan’s real estate market is expected to remain in a pattern of “declining transaction volume and price consolidation”. As interest rates remain at relatively high levels, the Central Bank continues to implement selective credit control measures, and financial institutions are cooperating in implementing self-management mechanisms for real estate credit. Loan conditions have become stricter, market liquidity is constrained, and buyers continue to take a wait-and-see approach. Overall transaction volume has contracted significantly from previous peak levels, and the market has entered a stage of rational adjustment.
In 2025, affected by the seventh wave of selective credit controls and banks’ strengthened loan-to-value ratios and review standards, investment demand cooled
15
significantly and short-term transaction momentum weakened. However, rigid demand from owner-occupiers continues to provide fundamental support. Prices are showing regionalized consolidation trends, and no overall structural supply-demand imbalance risk has yet emerged.
Although short-term market demand is constrained by policy and funding costs, the overall industry continues to have the following medium- and long-term support factors:
(I) The number of households continues to increase, supporting steady growth in fundamental housing demand.
(II) Demand for home upgrades and improved housing continues.
(III) The appeal of wealth preservation and inflation hedging remains.
(IV) Land acquisition has become more conservative, resulting in a relative contraction in new supply.
On the other hand, the commercial real estate market continues to develop steadily. In particular, industrial real estate, expansion by AI technology companies, and corporate asset revitalization have driven market activity, and are expected to further support demand in the office and factory-office markets.
The Company mainly focuses on the establishment of industrial plants and offices in the Taipei and New Taipei areas, including Neihu, Zhonghe, Sanchong, Tucheng, and Xizhi. Driven by the expansion of the technology industry and the revitalization of corporate assets, the demand for industrial real estate in Taipei City and New Taipei City continues to grow, showing that the market still has a high level of confidence in commercial real estate.
The overall economic environment in 2026 will continue to present both challenges and opportunities. The key factors affecting the Company's operating strategy include interest rates and financial policies, inflation and construction costs, technological and industrial changes, urban renewal, and sustainable development.
16
The Company will continue to pay attention to market trends, flexibly adjust its operating strategies to cope with market fluctuations, and seize development opportunities in commercial real estate and urban renewal to further enhance its corporate competitiveness.
IV. Future development strategies:
Looking to the future, we are full of confidence. We have formulated medium and long-term development plans, mainly including the following aspects:
(I) Integrated development through Group resources: The Company will integrate resources from the Group’s affiliates and jointly participate in various development projects, taking the lead in project planning and implementation to improve operational efficiency and risk control capabilities. Through high-quality construction and professional services, the Company will strengthen brand value, market competitiveness, and customer trust.
(II) Strengthening talent cultivation and professional capabilities: The Company will continue to recruit professionals in architectural development planning, construction management, factory-office planning, and other fields. It will also establish knowledge management and education and training mechanisms to enhance the team’s professional capabilities and execution efficiency, thereby strengthening the foundation for the Company’s long-term development.
(III) Diversified land development strategy: The Company will actively expand land acquisition channels, including publicly sponsored urban renewal and reconstruction of unsafe and old buildings, prudently assess locational and industrial development potential, optimize capital allocation and risk structure, and steadily expand the Company’s business scope.
We believe that through the above efforts, Ascent Development Co., Ltd. will be
17
more competitive, better able to meet the expectations of our customers and the general public, and therefore able to seek the best interests for our shareholders.
Finally, I would like to thank all shareholders and the general public once again for their support and trust in Ascent Development Co., Ltd. Your support is the driving force behind the Company's progress. We look forward to your valuable feedback and suggestions. Let us work together to create a better future. Thank you.
Wish all our shareholders
Good health and good luck
Chairman: Chia-Chi Hou
Managerial Officer: Wen-Yu You
Accounting Officer: Pin-Hui Yeh
18
Audit Committee’s Review Report
[Attachment 2]
Ascent Development Co., Ltd.
Audit Committee’s Review Report
The Board of Directors has prepared and submitted the Company’s 2025 financial statements and consolidated financial statements, which have been duly audited and certified by CPA Yi-Chang Liang and CPA Chi-Tung Chen of PwC Taiwan. The CPAs concluded that the financial statements fairly present the Company’s financial position, operating results, and cash flows. Together with the business report, earnings distribution proposal, and other statements and reports, the aforementioned documents have been reviewed by the Audit Committee and found to be in order. Accordingly, this report is hereby prepared in accordance with Article 219 of the Company Act and submitted for your review.
To
2026 Regular Shareholders’ Meeting
Acting Convener of the Audit Committee:
March 11, 2025
19
[Attachment 3]
Ascent Development Co., Ltd.
Details of Individual Directors' Remuneration for 2025
Unit: NT$ thousand; Share
| Title | Name | Director compensation | Sum of A, B, C and D as a percentage of net income (%) | Compensation received as employee | Sum of A, B, C, D, E, F, and G as a percentage of net income (%) | Compensation from invested businesses other than subsidiaries | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Compensation (A) | Retirement and severance payments (B) | Directors' remuneration (C) | Fees for services rendered (D) | Salaries, bonuses, and special allowances, etc. (E) | Retirement and severance payments (F) | Employee Remuneration (G) | |||||||||||||||
| The Company | All companies included in the financial statements | The Company | All companies included in the financial statements | The Company | All companies included in the financial statements | The Company | All companies included in the financial statements | The Company | All companies included in the financial statements | The Company | All companies included in the financial statements | The Company | All companies included in the financial statements | Stock amount | All companies included in the financial statements | Stock amount | All companies included in the financial statements | ||||
| Cash amount | Cash amount | Cash amount | Cash amount | Cash amount | Cash amount | ||||||||||||||||
| Chairman | Xue Yong Co., Ltd. | 0 | 0 | 0 | 0 | 203 | 203 | 0 | 0 | 0.07 | 0.06 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.07 | 0.06 | 0 |
| Representative: Chia-Chi Hou | 600 | 600 | 0 | 0 | 0 | 0 | 0 | 0 | 0.20 | 0.18 | 3,098 | 3,098 | 0 | 0 | 0 | 0 | 0 | 1.25 | 1.08 | 0 | |
| Director | Zu Sheng International Co., Ltd. | 0 | 0 | 0 | 0 | 203 | 203 | 0 | 0 | 0.07 | 0.06 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.07 | 0.06 | 0 |
| Representative: Ming-Yu Huang | 600 | 600 | 0 | 0 | 0 | 0 | 0 | 0 | 0.20 | 0.18 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.20 | 0.18 | 0 | |
| Director | Zu Sheng International Co., Ltd. | 0 | 0 | 0 | 0 | 203 | 203 | 0 | 0 | 0.07 | 0.06 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.07 | 0.06 | 0 |
| Title | Name | Director compensation | Sum of A, B, C and D as a percentage of net income (%) | Compensation received as employee | Sum of A, B, C, D, E, F, and G as a percentage of net income (%) | Compensation from invested businesses other than subsidiaries | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Compensation (A) | Retirement and severance payments (B) | Directors' remuneration (C) | Fees for services rendered (D) | Salaries, bonuses, and special allowances, etc. (E) | Retirement and severance payments (F) | Employee Remuneration (G) | |||||||||||||||
| The Company | All companies included in the financial statements | The Company | All companies included in the financial statements | The Company | All companies included in the financial statements | The Company | All companies included in the financial statements | The Company | All companies included in the financial statements | The Company | All companies included in the financial statements | Stock amount | Cash amount | Stock amount | All companies included in the financial statements | ||||||
| Cash amount | Cash amount | Stock amount | |||||||||||||||||||
| Representative: Chien-Ting Chen | 600 | 600 | 0 | 0 | 0 | 0 | 0 | 0 | 0.20 | 0.18 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.20 | 0.18 | 0 | |
| Director | Yuan-Zhong Co., Ltd. | 0 | 0 | 0 | 0 | 203 | 203 | 0 | 0 | 0.07 | 0.06 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.07 | 0.06 | 0 |
| Representative: Hung Hsu | 600 | 600 | 0 | 0 | 0 | 0 | 0 | 0 | 0.20 | 0.18 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.20 | 0.18 | 0 | |
| Independent Director | Teng-Cheng Liu | 900 | 900 | 0 | 0 | 0 | 0 | 120 | 120 | 0.34 | 0.30 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.34 | 0.30 | 0 |
| Independent Director | Chieh-Min Liu | 900 | 900 | 0 | 0 | 0 | 0 | 120 | 120 | 0.34 | 0.30 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.34 | 0.30 | 0 |
| Independent Director | Hung-Mao Tien | 900 | 900 | 0 | 0 | 0 | 0 | 120 | 120 | 0.34 | 0.30 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.34 | 0.30 | 0 |
- Please describe the policies, systems, standards, and structure for remuneration paid to independent directors, and explain the correlation between the amount of remuneration paid and factors such as the duties, risks, and time commitment assumed:
The Company's directors' remuneration is handled in accordance with Article 18 of the Articles of Incorporation. An amount not exceeding $2\%$ of the Company's profit for the year may be appropriated as directors' remuneration, which shall be submitted to the Remuneration Committee and the Board of Directors for review. - In addition to the disclosures in the table above, remuneration received by the Company's directors in the most recent fiscal year for providing services to all companies included in the financial statements, such as serving as consultants who are not employees of the parent company, companies included in the financial statements, or investee enterprises: None.
[Attachment 4]
CPAs' Audit Report and Financial Statements for 2025
Independent Auditors' Report
(2026) Cai-Shen-Bao-Zi No. 25004636
To ASCENT DEVELOPMENT CO., LTD.:
Audit Opinions
ASCENT DEVELOPMENT CO., LTD. and its subsidiaries (the Group) balance sheets of December 31 of 2025 and 2024, the comprehensive income statement, changes in equity, and cash flow statement from January 1 to December 31 of 2025 and 2024 and the notes to the consolidated financial statements (including the summary of major accounting policies) have been audited by the Auditor of the Firm.
According to the opinions of the Auditor, the above-mentioned consolidated financial statements are prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers in all material aspects, which are sufficient to express the financial status of the Group on December 31, 2025 and 2024, and the parent company only financial performance and parent company only cash flow from January 1 to December 31 in 2025 and 2024.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group and its subsidiaries in accordance with the Professional Ethics for Certified Public Accountant of the Republic of China and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on the audit results of the Auditor and the audit reports of other auditors, we believe that we have obtained sufficient and appropriate audit evidence as the basis for expressing the audit opinion.
Key Audit Matters
Key audit items refer to the most important items in the audit of the Company's 2025 consolidated financial statements based on our professional judgment. These matters have been dealt with in the process of checking the consolidated financial statements and reaching audit opinions, and the we do not express opinions on these matters independently.
Key audit matters in the Group's consolidated financial statements for the year ended December 31, 2025 are as follows:
22
Occurrence of sales revenue from real estate
Descriptions
Please refer to Note 4(28) of the consolidated financial statements for the accounting policy of operating revenue in the construction industry, and Note 6(17) to the consolidated financial statements for descriptions of accounting items.
The real estate sales revenue of the construction industry is recognized when the ownership transfer of the real estate is completed and the house inspection certificate is delivered to the customer. The recognition of revenue is whether it meets the criteria for revenue recognition, which is significant to the overall financial statements of the current year. Therefore, we have listed the occurrence of sales revenue from real estate as one of the most important matters in the audit.
Audit procedure
The auditor has implemented the following procedures to respond to the specific aspects described in the above key audit items:
- Understand and review the procedures for recognizing sales revenue and confirm that they are adopted in the same period of the financial statements.
- For the details of the annual recognized property sales revenue, samples were selected to check the corresponding property ownership transfer and actual house delivery related basis, in order to confirm the appropriateness of the property sales revenue.
Other Matters - Reference to Other Audits of Other Auditors
The financial statements of some of the Company's investments under the equity method of the Group have not been audited by us but by other independent auditors. Therefore, in our opinions on the above-mentioned consolidated financial statements, the amount listed in the financial statements of the Companies and the relevant information disclosed in Note 13 are based on the audit reports of other auditors. On December 31, 2025 and 2024, the amount of investment in the above-mentioned companies using the equity method was NT$1,220,758 thousand and NT$1,220,821 thousand, respectively, accounting for 21% and 21% of the total consolidated assets. In 2025 and 2024, the consolidated profits and losses recognized for the aforementioned companies were NT$106,765 thousand and NT$222,349 thousand, respectively, accounting for 42% and 113% of the consolidated profits and losses for the current period.
Other Matters - Parent Company Only Financial Statements
ASCENT DEVELOPMENT CO., LTD. has compiled the parent company only financial statements for 2025, and the audit report of other matter paragraphs issued by the accountant with unqualified opinions is submitted for reference.
Responsibilities of Management Level and Governance Units for the Consolidated Financial Statements
The responsibilities of the management is to prepare consolidated financial statements that are reasonably expressed in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards approved and published by the Financial Supervisory Commission and International Accounting Standards, and interpret and explain the
announcement in preparation of consolidated financial statements that are fairly presented, and maintain the necessary internal controls related to the preparation of consolidated financial statements to ensure that there are no material misstatement in the financial statements that are caused by fraud or errors.
When preparing the consolidated financial statements, the responsibilities of the management level also include assessing the ability of the Group for going concern, the disclosure of related matters, and the adoption of the going-concern accounting basis, unless the management level intends to liquidate the Group or cease operations, or except for liquidation or cease of operation or has no realistic alternative but to do so.
The governance units (including the audit committee) of the Group are responsible for supervising the financial reporting process.
Responsibilities of Auditor to Audit Consolidated Financial Statements
The purpose of our audit of the financial statements is to obtain reasonable assurance as to whether there is any material misrepresentation in the consolidated financial statements as a whole resulting from fraud or error, and to issue an audit report. Reasonable certainty is of high degree of certainty, but there is no guarantee that the audit work performed in accordance with the auditing standards of the Republic of China will be able to detect material misstatement in the consolidated financial statements. Misstatements may result from fraud or error. Misstatements of individual amounts or aggregated amounts is considered material if it can reasonably be expected to affect economic decisions made by users of the consolidated financial statements.
As part of an audit in accordance with auditing standards in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for 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 overriding internal controls.
-
Obtain an understanding of the 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
23
control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management level.
-
Conclude on the appropriateness of management level's use of the going concern basis of accounting and whether or not a material uncertainty exists related to events or conditions that may cast a significant doubt on the Group's and its subsidiaries' ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as an ongoing concern.
-
Assess the overall presentation, structure and content of the consolidated financial statements (including relevant notes), and whether the financial statements properly represent relevant transactions and events.
-
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.
The planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal controls that we identify during our audit.
We also provide the governance units with the statements that the personnel of the accounting firm that is subject to independence regulations have complied with the independence statement in the professional ethics code for CPAs of the Republic of China, and communicate with the governance units all relationships that may be considered to affect the independence of the auditors and other matters (including relevant protective measures).
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Group's consolidated financial statements for the year 2025, and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances,
24
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.
PwC Taiwan
Yi-Chang Liang
Accountant
Chi-Tung Chen
Financial Supervisory Commission
Approval No.: Jin-Guan-Zheng-Shen-Zi No. 1070303009
Jin-Guan-Zheng-Shen-Zi No. 1130350413
March 11, 2026
25
Ascent Development Co., Ltd. and Subsidiaries
Consolidated Balance Sheet
December 31, 2025 and 2024
Expressed in thousands of NT$
| Assets | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| Current assets | ||||||
| 1100 | Cash and cash equivalents | VI(I) | $ 689,238 | 12 | $ 504,371 | 9 |
| 1110 | Financial assets at fair value through profit or loss - current | VI(V) | 46,490 | 1 | 34,916 | - |
| 1150 | Notes receivable, net | VI(II) | 1,993 | - | 35,780 | 1 |
| 1170 | Accounts receivable, net | VI(II) | 56,375 | 1 | 1,947 | - |
| 1180 | Accounts receivable - related parties, net | VII | 377 | - | 377 | - |
| 1200 | Other receivables | 2,258 | - | 17,087 | - | |
| 1220 | Current income tax assets | 320 | - | 293 | - | |
| 130X | Inventory | VI(III)(IV), VII and VIII | 2,427,678 | 41 | 2,487,901 | 43 |
| 1410 | Prepayments | 20,391 | - | 8,851 | - | |
| 1476 | Other financial assets - current | VIII | 106,053 | 2 | 172,515 | 3 |
| 1479 | Other current assets - others | 75,773 | 1 | 83,005 | 1 | |
| 11XX | Total current assets | 3,426,946 | 58 | 3,347,043 | 57 | |
| Non-current assets | ||||||
| 1510 | Financial assets at FVTPL - non-current | VI(V) | 261,339 | 5 | 218,000 | 4 |
| 1517 | Financial assets at FVTOCI - non-current | VI(VI) | 119,239 | 2 | 141,737 | 3 |
| 1550 | Investments accounted for using equity method | VI(VII) | 1,297,782 | 22 | 1,299,223 | 22 |
| 1600 | Property, plants, and equipment | 6,082 | - | 4,909 | - | |
| 1755 | Right-of-use assets | VI(VIII) and VII | 32,360 | 1 | 36,810 | 1 |
| 1760 | Investment property, net | VI(IX) and VIII | 729,175 | 12 | 745,599 | 13 |
| 1780 | Intangible assets | 1,707 | - | 2,859 | - | |
| 1840 | Deferred income tax assets | VI(XXIV) | 2,733 | - | 1,228 | - |
| 1920 | Guarantee deposits paid | VII | 7,355 | - | 10,885 | - |
| 1980 | Other financial assets - non-current | VIII | 12,500 | - | 13,000 | - |
| 1990 | Other non-current assets - others | 3,790 | - | 3,790 | - | |
| 15XX | Total non-current assets | 2,474,062 | 42 | 2,478,040 | 43 | |
| 1XXX | Total assets | $ 5,901,008 | 100 | $ 5,825,083 | 100 |
(Continued on next page)
Ascent Development Co., Ltd. and Subsidiaries
Consolidated Balance Sheet
December 31, 2025 and 2024
Expressed in thousands of NT$
| Liabilities and equity | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| Current liabilities | ||||||
| 2100 | Short-term borrowings | VI(IV)(X) | $ 1,240,447 | 21 | $ 1,475,377 | 26 |
| 2130 | Contract liabilities - current | VI(XVII) | 454,636 | 8 | 394,155 | 7 |
| 2150 | Notes payable | 38,216 | 1 | 58,912 | 1 | |
| 2170 | Accounts payable | 115,494 | 2 | 74,666 | 1 | |
| 2180 | Accounts payable - related parties | VII | 9,769 | - | 9,769 | - |
| 2200 | Other payables | 47,436 | 1 | 63,040 | 1 | |
| 2230 | Current income tax liabilities | 11,126 | - | 17,656 | - | |
| 2280 | Lease liabilities - current | VII | 5,608 | - | 5,888 | - |
| 2320 | Long-term liabilities due within one year or one business cycle | VI(XI) | 16,000 | - | 16,000 | - |
| 2399 | Other current liabilities - others | 12,205 | - | 10,676 | - | |
| 21XX | Total of current liabilities | 1,950,937 | 33 | 2,126,139 | 36 | |
| Non-current liabilities | ||||||
| 2540 | Long-term borrowings | VI(XI) | 342,000 | 6 | 358,000 | 6 |
| 2570 | Deferred income tax liabilities | VI(XXIV) | 10 | - | 30 | - |
| 2580 | Lease liabilities - non-current | VII | 146,185 | 3 | 151,861 | 3 |
| 2600 | Other non-current liabilities | 11,736 | - | 8,014 | - | |
| 25XX | Total non-current liabilities | 499,931 | 9 | 517,905 | 9 | |
| 2XXX | Total liabilities | 2,450,868 | 42 | 2,644,044 | 45 | |
| Equity attributable to owners of parent company | ||||||
| Share capital | VI(XIII) | |||||
| 3110 | Common stock capital | 920,000 | 15 | 920,000 | 16 | |
| Capital surplus | VI(XIV) | |||||
| 3200 | Capital surplus | 228,875 | 4 | 227,986 | 4 | |
| Retained earnings | VI(XV) | |||||
| 3310 | Legal reserve | 403,880 | 7 | 382,722 | 7 | |
| 3320 | Special reserve | 95,172 | 2 | 80,462 | 1 | |
| 3350 | Undistributed earnings | 1,483,089 | 25 | 1,251,014 | 21 | |
| Other equity | VI(XVI) | |||||
| 3400 | Other equity | ( 172,338) | ( 3) | ( 87,316) | ( 1) | |
| 31XX | Total equity attributable to owners of the parent company | 2,958,678 | 50 | 2,774,868 | 48 | |
| 36XX | Non-controlling interests | 491,462 | 8 | 406,171 | 7 | |
| 3XXX | Total equity | 3,450,140 | 58 | 3,181,039 | 55 | |
| Significant contingent liabilities and unrecognized contractual commitments | IX | |||||
| Subsequent events | XI | |||||
| 3X2X | Total liabilities and equity | $ 5,901,008 | 100 | $ 5,825,083 | 100 |
The attached notes to the consolidated financial statements form part of the consolidated financial statements. Please refer to them also.
Chairman: Chia-Chi Hou
Manager: Wen-Yu You
Accounting Officer: Pin-Hui Yeh
Ascent Development Co., Ltd. and Subsidiaries
Consolidated Statement of Comprehensive Income
January 1 to December 31, 2025 and 2024
Expressed in thousands of NT$
(Except for earnings per share in NT$)
| Items | Notes | 2025 | 2024 | |||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| 4000 | Revenue | VI(IV)(XVII) | $ 813,096 | 100 | $ 98,128 | 100 |
| 5000 | Operating Costs | VI(III)(IV)(XXII) | ( 595,840) | ( 73) | ( 55,821) | ( 57) |
| 5900 | Gross profit | 217,256 | 27 | 42,307 | 43 | |
| Operating expenses | VI(IV)(XXII)(XXIII) and VII | |||||
| 6100 | Promotional expenses | ( 32,020) | ( 4) | ( 3,504) | ( 4) | |
| 6200 | Administrative expenses | ( 63,411) | ( 8) | ( 64,572) | ( 66) | |
| 6000 | Total operating expenses | ( 95,431) | ( 12) | ( 68,076) | ( 70) | |
| 6900 | Operating income (loss) | 121,825 | 15 | ( 25,769) | ( 27) | |
| Non-operating revenues and expenses | ||||||
| 7100 | Interest income | VI(XVIII) | 5,761 | 1 | 5,607 | 6 |
| 7010 | Other income | VI(XIX) | 5,488 | 1 | 6,400 | 6 |
| 7020 | Other gains and losses | VI(XX) | 50,179 | 6 | 10,387 | 11 |
| 7050 | Financial cost | VI(XXI) and VII | ( 14,942) | ( 2) | ( 11,742) | ( 12) |
| 7060 | Profit and loss share of the affiliates and joint ventures recognized using the equity method | 178,971 | 22 | 197,169 | 201 | |
| 7000 | Total non-operating income and expenses | 225,457 | 28 | 207,821 | 212 | |
| 7900 | Income before tax | 347,282 | 43 | 182,052 | 185 | |
| 7950 | Income tax expenses | VI(XXIV) | ( 6,266) | ( 1) | ( 19,492) | ( 20) |
| 8200 | Current period net profit | $ 341,016 | 42 | $ 162,560 | 165 | |
| Other comprehensive income (net amount) | ||||||
| Items not reclassified to profit or loss | VI(XVI) | |||||
| 8316 | Unrealized gains or losses on investments in equity instruments at FVTOCI | VI(VI) | ||||
| ($ 11,667) | ( 2) | $ 9,761 | 10 | |||
| 8320 | Shareholding in other comprehensive income of affiliates and joint ventures under equity method - items not reclassified to income | VI(VII) | ||||
| ( 73,537) | ( 9) | 25,296 | 26 | |||
| 8310 | Total of items not reclassified to profit or loss | ( 85,204) | ( 11) | 35,057 | 36 | |
| 8300 | Other comprehensive income (net amount) | ($ 85,204) | ( 11) | $ 35,057 | 36 | |
| 8500 | Total comprehensive income for the period | $ 255,812 | 31 | $ 197,617 | 201 | |
| Net profit (loss) attributable to: | ||||||
| 8610 | Owner of parent company | $ 295,725 | 36 | $ 160,500 | 163 | |
| 8620 | Non-controlling interests | 45,291 | 6 | 2,060 | 2 | |
| Total | $ 341,016 | 42 | $ 162,560 | 165 | ||
| Total comprehensive income attributable to: | ||||||
| 8710 | Owner of parent company | $ 210,521 | 25 | $ 195,557 | 199 | |
| 8720 | Non-controlling interests | 45,291 | 6 | 2,060 | 2 | |
| Total | $ 255,812 | 31 | $ 197,617 | 201 | ||
| Basic earnings per share | VI(XXV) | |||||
| 9750 | Basic earnings per share | $ | 3.21 | $ | 1.74 | |
| Diluted earnings per share | VI(XXV) | |||||
| 9850 | Diluted earnings per share | $ | 3.21 | $ | 1.74 |
The attached notes to the consolidated financial statements form part of the consolidated financial statements. Please refer to them also.
Chairman: Chia-Chi Hou
Manager: Wen-Yu You
Accounting Officer: Pin-Hui Yeh
Ascent Development Co., Ltd. and Subsidiaries
Consolidated Statement of Changes in Equity
January 1 to December 31, 2025 and 2024
Expressed in thousands of NT$
| Notes | Equity attributable to owners of parent company | Non-controlling interests | Total equity | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Retained earnings | Unrealized gains or losses on financial assets measured at fair value through other comprehensive income | ||||||||||
| Common stock capital | Capital surplus | Legal reserve | Special reserve | Undistributed earnings | |||||||
| 2024 | |||||||||||
| Balance on January 1 | $ 920,000 | $ 182,854 | $ 364,347 | $ 212,044 | $ 955,140 | ($ 72,606 ) | $ 2,561,779 | $ 552,999 | $ 3,114,778 | ||
| Current period net profit | - | - | - | - | 160,500 | - | 160,500 | 2,060 | 162,560 | ||
| Other comprehensive income of current period | VI(XVI) | - | - | - | - | - | 35,057 | 35,057 | - | 35,057 | |
| Total comprehensive income for the period | - | - | - | - | 160,500 | 35,057 | 195,557 | 2,060 | 197,617 | ||
| Appropriation and distribution of earnings: | VI(XV) | ||||||||||
| Appropriation of legal reserve | - | - | 18,375 | - | ( 18,375 ) | - | - | - | - | ||
| Reversal of special reserve | - | - | - | ( 131,582 ) | 131,582 | - | - | - | - | ||
| Cash dividends | - | - | - | - | ( 27,600 ) | - | ( 27,600 ) | - | ( 27,600 ) | ||
| Disposal of FVTOCI equity instruments | VI(VI)(XVI) | - | - | - | - | 15,168 | ( 15,168 ) | - | - | - | |
| Disposal of equity instruments at FVTOCI by affiliates | VI(XVI) | - | - | - | - | 34,599 | ( 34,599 ) | - | - | - | |
| Changes in the net equity value of affiliates recognized under the equity method VI(XVII) | - | 28,544 | - | - | - | - | 28,544 | - | 28,544 | ||
| The difference between the actual price of the subsidiary's equity acquired and the carrying amount | - | 16,588 | - | - | - | - | 16,588 | ( 148,888 ) | ( 132,300 ) | ||
| Balance on December 31 | $ 920,000 | $ 227,986 | $ 382,722 | $ 80,462 | $ 1,251,014 | ($ 87,316 ) | $ 2,774,868 | $ 406,171 | $ 3,181,039 | ||
| 2025 | |||||||||||
| Balance on January 1 | $ 920,000 | $ 227,986 | $ 382,722 | $ 80,462 | $ 1,251,014 | ($ 87,316 ) | $ 2,774,868 | $ 406,171 | $ 3,181,039 | ||
| Current period net profit | - | - | - | - | 295,725 | - | 295,725 | 45,291 | 341,016 | ||
| Other comprehensive income of current period | VI(XVI) | - | - | - | - | - | ( 85,204 ) | ( 85,204 ) | - | ( 85,204 ) | |
| Total comprehensive income for the period | - | - | - | - | 295,725 | ( 85,204 ) | 210,521 | 45,291 | 255,812 | ||
| Appropriation and distribution of earnings: | VI(XV) | ||||||||||
| Appropriation of legal reserve | - | - | 21,158 | - | ( 21,158 ) | - | - | - | - | ||
| Special reserve | - | - | - | 14,710 | ( 14,710 ) | - | - | - | - | ||
| Cash dividends | - | - | - | - | ( 27,600 ) | - | ( 27,600 ) | - | ( 27,600 ) | ||
| Disposal of FVTOCI equity instruments | VI(VI)(XVI) | - | - | - | - | ( 10 ) | 10 | - | - | - | |
| Disposal of equity instruments at FVTOCI by affiliates | VI(XVI) | - | - | - | - | ( 172 ) | 172 | - | - | - | |
| Changes in the net equity value of affiliates recognized under the equity method VI(XVII) | - | 889 | - | - | - | - | 889 | - | 889 | ||
| Changes in non-controlling interests | - | - | - | - | - | - | - | 40,000 | 40,000 | ||
| Balance on December 31 | $ 920,000 | $ 228,875 | $ 403,880 | $ 95,172 | $ 1,483,089 | ($ 172,338 ) | $ 2,958,678 | $ 491,462 | $ 3,450,140 |
The attached notes to the consolidated financial statements form part of the consolidated financial statements. Please refer to them also.
Chairman: Chia-Chi Hou
Manager: Wen-Yu You
Accounting Officer: Pin-Hui Yeh
Ascent Development Co., Ltd. and Subsidiaries
Consolidated Statement of Cash Flows
January 1 to December 31, 2025 and 2024
Expressed in thousands of NT$
| Notes | January 1 to December 31, 2025 | January 1 to December 31, 2024 | |
|---|---|---|---|
| Cash flow from operating activities | |||
| Net income before tax | $ 347,282 | $ 182,052 | |
| Adjustment items | |||
| Income and expenses | |||
| Depreciation expense | VI(VIII)(IX)(XXII) | 24,365 | 21,751 |
| Gains or losses on financial assets at fair value through profit or loss | VI(XX) | ( 46,745 ) | ( 279 ) |
| Gains on financial assets at fair value through profit or loss | VI(XX) | ( 1,044 ) | ( 4,294 ) |
| Amortization expense | VI(XXII) | 1,474 | 492 |
| Interest expense | VI(XXI) | 14,942 | 11,742 |
| Interest income | VI(XVIII) | ( 5,761 ) | ( 5,607 ) |
| Dividend income | VI(VI)(XIX) | ( 2,587 ) | ( 4,679 ) |
| Gains on reversal of impairment | VI(IX)(XX) | ( 2,795 ) | - |
| Shareholding in the profit of the affiliates under the equity method | VI(VII) | ( 178,971 ) | ( 197,169 ) |
| Gains on disposal of investment property | VI(XX) | - | ( 5,390 ) |
| Gains on lease modification | VI(XX) | ( 3 ) | - |
| Changes in assets/liabilities related to operating activities | |||
| Net changes in assets related to operating activities | |||
| Financial assets at fair value through profit or loss - current | ( 7,124 ) | 1,282 | |
| Notes receivable | 33,787 | ( 8,112 ) | |
| Accounts receivable | ( 54,428 ) | 5,167 | |
| Other receivables | 8,505 | ( 7,869 ) | |
| Prepayments | ( 3,631 ) | ( 2,176 ) | |
| Inventory | 95,110 | ( 276,719 ) | |
| Other financial assets - current | 66,462 | ( 102,554 ) | |
| Other current assets | 6,346 | ( 32,658 ) | |
| Financial assets at FVTPL - non-current | - | ( 132,000 ) | |
| Net changes in liabilities related to operating activities | |||
| Contract liabilities | 60,481 | 208,837 | |
| Notes payable | ( 20,696 ) | 15,120 | |
| Accounts payable | 40,828 | 56,338 | |
| Other payables | ( 17,003 ) | 24,080 | |
| Other current liabilities | 1,529 | 4,580 | |
| Other non-current liabilities - others | 4,000 | - | |
| Cash inflow (outflow) from operations | 364,323 | ( 248,065 ) | |
| Interest paid | ( 50,179 ) | ( 49,559 ) | |
| Income tax paid | ( 14,348 ) | ( 6,934 ) | |
| Net cash inflow (outflow) from operating activities | 299,796 | ( 304,558 ) |
(Continued on next page)
30
Ascent Development Co., Ltd. and Subsidiaries
Consolidated Statement of Cash Flows
January 1 to December 31, 2025 and 2024
Expressed in thousands of NT$
| Notes | January 1 to December 31, 2025 | January 1 to December 31, 2024 | |
|---|---|---|---|
| Cash flow from investment activities | |||
| Disposal of financial assets measured at amortized cost | $ - | $ 20,000 | |
| Acquisition of financial assets at FVTOCI | ( 4,687 ) | ( 65,398 ) | |
| Disposal of financial assets at FVTOCI | 15,518 | 104,206 | |
| Acquisition of equity of subsidiaries | VI(XXVII) | - | ( 132,300 ) |
| Decrease in other financial assets - non-current | 500 | - | |
| Price of disposal of investment property | - | 103,233 | |
| Acquisition of property, plant and equipment | ( 938 ) | ( 4,831 ) | |
| Acquisition of investment property | VI(IX) | ( 143 ) | - |
| Increase in guarantee deposits paid | ( 48 ) | ( 5,380 ) | |
| Decrease in guarantee deposits paid | 3,578 | 4,638 | |
| Interest collected | 5,970 | 5,910 | |
| Acquisition of intangible assets | ( 322 ) | ( 2,986 ) | |
| Dividends received | 110,305 | 111,533 | |
| Net cash inflow from investing activities | 129,733 | 138,625 | |
| Cash flow from financing activities | |||
| Short-term borrowings | VI(XXVI) | 653,654 | 272,286 |
| Repayment of short-term borrowings | VI(XXVI) | ( 888,584 ) | ( 159,710 ) |
| Lease principal repayment | VI(XXVI) | ( 5,854 ) | ( 3,092 ) |
| Repayment of long-term borrowings | VI(XXVI) | ( 16,000 ) | ( 16,000 ) |
| Increase in guarantee deposits received | VI(XXVI) | 2,297 | 6,222 |
| Decrease in guarantee deposits received | VI(XXVI) | ( 2,575 ) | ( 6,905 ) |
| Distribution of cash dividends | VI(XV) | ||
| (XXVI) | ( 27,600 ) | ( 27,600 ) | |
| Changes in non-controlling interests | 40,000 | - | |
| Net cash (outflow) inflow from financing activities | ( 244,662 ) | 65,201 | |
| Increase (decrease) in cash and cash equivalents for the period | 184,867 | ( 100,732 ) | |
| Cash and cash equivalents at the beginning of the period | 504,371 | 605,103 | |
| Cash and equivalent cash balance at the beginning of the period | $ 689,238 | $ 504,371 |
The attached notes to the consolidated financial statements form part of the consolidated financial statements. Please refer to them also.
Chairman: Chia-Chi Hou
Manager: Wen-Yu You
Accounting Officer: Pin-Hui Yeh
Independent Auditors' Report
(2026) Cai-Shen-Bao-Zi No. 25003692
To ASCENT DEVELOPMENT CO., LTD.:
Audit Opinions
ASCENT DEVELOPMENT CO., LTD.'s balance sheets of December 31 of 2025 and 2024, the parent company only income statement, changes in equity, and parent company only cash flow statement from January 1 to December 31 of 2025 and 2024 and the notes to the parent company only financial statements (including the summary of major accounting policies) have been audited by the Auditor of the Firm.
According to the opinions of the Auditor, the above-mentioned consolidated financial statements are prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers in all material aspects, which are sufficient to express the financial status of the Group on December 31, 2025 and 2024, and parent company only financial performance and parent company only cash flow from January 1 to December 31 in 2025 and 2024.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of the Company in accordance with the Professional Ethics for Certified Public Accountant of the Republic of China and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on the audit results of the Auditor and the audit reports of other auditors, we believe that we have obtained sufficient and appropriate audit evidence as the basis for expressing the audit opinion.
Key Audit Matters
Key audit items refer to the most important items in the audit of the Company's 2025 parent company only financial statements based on our professional judgment. These matters have been dealt with in the process of checking the overall parent company only financial statements and reaching audit opinions, and the we do not express opinions on these matters independently.
The key audit items of the Company's parent company only financial statements of 2025 are as follows:
Occurrence of sales revenue from real estate
Descriptions
Please refer to Note 4(26) of the parent company only cash flow statements for the accounting policy of operating revenue in the construction industry, and Note 6(15) to the parent company only financial statements for descriptions of accounting items.
The real estate sales revenue of the construction industry is recognized when the ownership transfer of the real estate is completed and the house inspection certificate is delivered to the customer. The recognition of revenue is whether it meets the criteria for revenue recognition, which is significant to the overall financial statements of the current year. Therefore, we have listed the occurrence of sales revenue from real estate as one of the most important matters in the audit.
Audit procedure
The auditor has implemented the following procedures to respond to the specific aspects described in the above key audit items:
-
Understand and review the procedures for recognizing sales revenue and confirm that they are adopted in the same period of the financial statements.
-
For the details of the annual recognized property sales revenue, samples were selected to check the corresponding property ownership transfer and actual house delivery related basis, in order to confirm the appropriateness of the property sales revenue.
Other Matters - Reference to other Audits of other Auditors
The financial statements of some of the investments of the Company under the equity method of the Company have not been audited by us, but by other independent auditors. Therefore, in the opinions expressed by us on the above-mentioned parent company only financial statements, the amount listed in the financial statements of the Companies and the relevant information disclosed in Note 13 are based on the audit reports of other auditors. On December 31, 2025 and 2024, the amount of investment in the above-mentioned companies using the equity method was NT$1,080,716 thousand and NT$1,080,646 thousand, respectively, accounting for 24% and 24% of the total parent company only assets. In 2025 and 2024 the individual profits and losses recognized for the aforementioned companies were NT$96,069 thousand and NT$199,995 thousand, respectively, accounting for 46% and 102% of the individual profits and losses for the current period.
Responsibilities of Management Level and Governance Units for the Parent Company Only Financial Statements
Management level 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 the 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 ability of the Company to continue as a going concern, disclosing, as applicable, matters related to a going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations or has no realistic alternative but to do so.
The governance units (including the audit committee) of the Company are responsible for supervising the financial reporting process.
Responsibilities of Auditor to Audit Parent Company Only Financial Statements
The purpose of our audit of the parent company only financial statements is to obtain reasonable assurance as to whether there is any material misrepresentation in the parent company only financial statements as a whole resulting from fraud or error, and to issue an audit report. Reasonable certainty is of high degree of certainty, but there is no guarantee that the audit work performed in accordance with the auditing standards of the Republic of China will be able to detect material misstatement in the parent company only financial statements. Misstatements may result from fraud or error. Misstatement of individual amounts or aggregated amounts is considered material if it can reasonably be expected to affect economic decisions made by users of the parent company only financial statements.
As part of an audit in accordance with auditing standards in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for 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 overriding internal controls.
33
-
Obtain an understanding of the internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management level.
-
Conclude on the appropriateness of management level's use of the going concern basis of accounting and whether or not a material uncertainty exists related to events or conditions that may cast a significant doubt on the ASCENT DEVELOPMENT CO., LTD’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Assess the overall presentation, structure and content of the parent company only financial statements (including relevant notes), and whether the parent company only financial statements properly represent relevant transactions and events.
-
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.
The planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal controls that we identify during our audit.
We also provide the governance units with the statements that the personnel of the accounting firm that is subject to independence regulations have complied with the independence statement in the professional ethics code for CPAs of the Republic of China, and communicate with the governance units all relationships that may be considered to affect the independence of the auditors and other matters (including relevant protective measures).
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements for the year 2025, and are therefore the key audit matters. We describe these matters in our auditor’s 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.
PwC Taiwan
Yi-Chang Liang
Accountant
Chi-Tung Chen
Financial Supervisory Commission
Approval No.: Jin-Guan-Zheng-Shen-Zi No. 1070303009
Jin-Guan-Zheng-Shen-Zi No. 1130350413
March 11, 2026
Ascent Development Co., Ltd.
Parent Company Only Balance Sheet
December 31, 2025 and 2024
Expressed in thousands of NT$
| Assets | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| Current assets | ||||||
| 1100 | Cash and cash equivalents | VI(I) | $ 260,446 | 6 | $ 257,011 | 6 |
| 1150 | Notes receivable, net | VI(II) | - | - | 28,983 | 1 |
| 1170 | Accounts receivable, net | VI(II) | 24,308 | 1 | - | - |
| 1200 | Other receivables | 341 | - | 8,500 | - | |
| 1220 | Current income tax assets | 293 | - | 293 | - | |
| 130X | Inventory | VI(III)(IV), VII and VIII | 1,897,230 | 42 | 1,916,395 | 43 |
| 1410 | Prepayments | 12,295 | - | 7,196 | - | |
| 1476 | Other financial assets - current | VIII | 94,368 | 2 | 154,730 | 3 |
| 1479 | Other current assets - others | 57,801 | 1 | 55,551 | 1 | |
| 11XX | Total current assets | 2,347,082 | 52 | 2,428,659 | 54 | |
| Non-current assets | ||||||
| 1517 | Financial assets at FVTOCI - non-current | VI(V) | 90,557 | 2 | 104,140 | 2 |
| 1550 | Investments accounted for using equity method | VI(VI) | 2,000,197 | 44 | 1,878,918 | 42 |
| 1600 | Property, plants, and equipment | 6,082 | - | 4,908 | - | |
| 1755 | Right-of-use assets | VI(VII) | 32,360 | 1 | 36,350 | 1 |
| 1760 | Investment property, net | VI(VIII) | 30,669 | 1 | 28,090 | 1 |
| 1780 | Intangible assets | 1,493 | - | 2,588 | - | |
| 1840 | Deferred income tax assets | VI(XXII) | 653 | - | 338 | - |
| 1920 | Guarantee deposits paid | VII | 1,166 | - | 1,166 | - |
| 1990 | Other non-current assets - others | 3,790 | - | 3,790 | - | |
| 15XX | Total non-current assets | 2,166,967 | 48 | 2,060,288 | 46 | |
| 1XXX | Total assets | $ 4,514,049 | 100 | $ 4,488,947 | 100 |
(Continued on next page)
Ascent Development Co., Ltd.
Parent Company Only Balance Sheet
December 31, 2025 and 2024
Expressed in thousands of NT$
| Liabilities and equity | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| Current liabilities | ||||||
| 2100 | Short-term borrowings | VI(IV)(IX) | $ 969,138 | 22 | $ 1,162,758 | 26 |
| 2130 | Contract liabilities - current | VI(XV) | 409,237 | 9 | 324,026 | 7 |
| 2150 | Notes payable | 12,858 | - | 58,732 | 1 | |
| 2170 | Accounts payable | 82,591 | 2 | 62,704 | 2 | |
| 2200 | Other payables | 37,976 | 1 | 49,011 | 1 | |
| 2230 | Current income tax liabilities | 7,113 | - | 14,586 | - | |
| 2280 | Lease liabilities - current | 3,428 | - | 3,352 | - | |
| 2300 | Other current liabilities | 2,865 | - | 5,353 | - | |
| 21XX | Total of current liabilities | 1,525,206 | 34 | 1,680,522 | 37 | |
| Non-current liabilities | ||||||
| 2580 | Lease liabilities - non-current | 29,689 | - | 33,117 | 1 | |
| 2645 | Guarantee deposits received | 476 | - | 440 | - | |
| 25XX | Total non-current liabilities | 30,165 | - | 33,557 | 1 | |
| 2XXX | Total liabilities | 1,555,371 | 34 | 1,714,079 | 38 | |
| Equity | ||||||
| Share capital | VI(XI) | |||||
| 3110 | Common stock capital | 920,000 | 21 | 920,000 | 20 | |
| Capital surplus | VI(XII) | |||||
| 3200 | Capital surplus | 228,875 | 5 | 227,986 | 5 | |
| Retained earnings | VI(XIII) | |||||
| 3310 | Legal reserve | 403,880 | 9 | 382,722 | 9 | |
| 3320 | Special reserves | 95,172 | 2 | 80,462 | 2 | |
| 3350 | Undistributed earnings | 1,483,089 | 33 | 1,251,014 | 28 | |
| Other equity | VI(XIV) | |||||
| 3400 | Other equity | ( 172,338) | ( 4) | ( 87,316) | ( 2) | |
| 3XXX | Total equity | 2,958,678 | 66 | 2,774,868 | 62 | |
| Significant contingent liabilities and unrecognized contractual commitments | IX | |||||
| Subsequent events | XI | |||||
| 3X2X | Total liabilities and equity | $ 4,514,049 | 100 | $ 4,488,947 | 100 |
The accompanying notes to parent company only financial statements constitute part of this parent company only financial report.
Chairman: Chia-Chi Hou
Manager: Wen-Yu You
Accounting Officer: Pin-Hui Yeh
Ascent Development Co., Ltd.
Parent Company Only Comprehensive Income Statement
January 1 to December 31, 2025 and 2024
Expressed in thousands of NT$
(Except for earnings per share in NT$)
| Items | Notes | 2025 | 2024 | |||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| 4000 | Revenue | VI(IV)(VIII)(XV) | $ 520,423 | 100 | $ 6,960 | 100 |
| 5000 | Operating Costs | VI(III)(IV)(XX) | ( 386,887) | ( 74) | ( 803) | ( 12) |
| 5900 | Gross profit | 133,536 | 26 | 6,157 | 88 | |
| Operating expenses | VI(IX)(VIII)(XV) | |||||
| 6100 | Promotional expenses | ( 16,793) | ( 3) | ( 25) | - | |
| 6200 | Administrative expenses | ( 50,516) | ( 10) | ( 46,267) | ( 665) | |
| 6000 | Total operating expenses | ( 67,309) | ( 13) | ( 46,292) | ( 665) | |
| 6900 | Operating income (loss) | 66,227 | 13 | ( 40,135) | ( 577) | |
| Non-operating revenues and expenses | ||||||
| 7100 | Interest income | VI(XVI) | 3,121 | 1 | 3,128 | 45 |
| 7010 | Other income | VI(XVII) | 1,484 | - | 2,871 | 41 |
| 7020 | Other gains and losses | VI(XVIII) | 2,520 | - | 5,826 | 84 |
| 7050 | Financial cost | VI(XIX) | ( 3,717) | ( 1) | ( 199) | ( 3) |
| 7070 | Profit and loss share of subsidiaries, affiliated enterprises and joint ventures recognized using the equity method | VI(VI) | ||||
| 228,948 | 44 | 203,229 | 2920 | |||
| 7000 | Total non-operating income and expenses | 232,356 | 44 | 214,855 | 3087 | |
| 7900 | Income before tax | 298,583 | 57 | 174,720 | 2510 | |
| 7950 | Income tax expenses | VI(XXII) | ( 2,858) | - | ( 14,220) | ( 204) |
| 8200 | Current period net profit | $ 295,725 | 57 | $ 160,500 | 2306 | |
| Other comprehensive profit and loss | VI(XIV) | |||||
| 8316 | Unrealized gains or losses on investments in equity instruments at FVTOCI | VI(V) | ||||
| ($ 13,583) | ( 3) | ($ 2,316) | ( 33) | |||
| 8330 | Shares of other comprehensive profit and loss of subsidiaries, affiliates and joint ventures recognized using the equity method - items not reclassified to profit or loss | VI(VI) | ||||
| ( 71,621) | ( 14) | 37,373 | 537 | |||
| 8310 | Total of items not reclassified to profit or loss | ( 85,204) | ( 17) | 35,057 | 504 | |
| 8300 | Other comprehensive income (net amount) | ($ 85,204) | ( 17) | $ 35,057 | 504 | |
| 8500 | Total comprehensive income for the period | $ 210,521 | 40 | $ 195,557 | 2810 | |
| Basic earnings per share | VI(XXIII) | |||||
| 9750 | Basic earnings per share | $ | 3.21 | $ | 1.74 | |
| Diluted earnings per share | VI(XXIII) | |||||
| 9850 | Diluted earnings per share | $ | 3.21 | $ | 1.74 |
The accompanying notes to parent company only financial statements constitute part of this parent company only financial report.
Chairman: Chia-Chi Hou
Manager: Wen-Yu You
Accounting Officer: Pin-Hui Yeh
Ascent Development Co., Ltd.
Parent Company Only Statement of Changes in Individual Equity
January 1 to December 31, 2025 and 2024
Expressed in thousands of NT$
| Notes | Common stock capital | Capital surplus | Retained earnings | Unrealized gains or losses on financial assets measured at fair value through other comprehensive income | Total equity | |||
|---|---|---|---|---|---|---|---|---|
| Legal reserve | Special reserves | Undistributed earnings | ||||||
| 2024 | ||||||||
| Balance on January 1 | $ 920,000 | $ 182,854 | $ 364,347 | $ 212,044 | $ 955,140 | ($ 72,606 ) | $ 2,561,779 | |
| Current period net profit | - | - | - | - | 160,500 | - | 160,500 | |
| Other comprehensive income of current period | VI(XIV) | - | - | - | - | - | 35,057 | 35,057 |
| Total comprehensive income for the period | - | - | - | - | 160,500 | 35,057 | 195,557 | |
| Appropriation and distribution of earnings | VI(XIII) | - | - | - | - | - | - | - |
| Appropriation of legal reserve | - | - | 18,375 | - | ( 18,375 ) | - | - | |
| Reversal of special reserve | - | - | - | ( 131,582 ) | 131,582 | - | - | |
| Cash dividends | - | - | - | - | ( 27,600 ) | - | ( 27,600 ) | |
| Disposal of FVTOCI equity instruments | VI(V)(XIV) | - | - | - | - | 15,168 | ( 15,168 ) | - |
| Disposal of equity instruments at FVTOCI by affiliates | VI(VI)(XIV) | - | - | - | - | 34,599 | ( 34,599 ) | - |
| Changes in the net equity value of affiliates recognized under the equity method | - | 28,544 | - | - | - | - | 28,544 | |
| The difference between the actual price of the subsidiary's equity acquired and the book amount | - | 16,588 | - | - | - | - | 16,588 | |
| Balance on December 31 | $ 920,000 | $ 227,986 | $ 382,722 | $ 80,462 | $ 1,251,014 | ($ 87,316 ) | $ 2,774,868 | |
| 2025 | ||||||||
| Balance on January 1 | $ 920,000 | $ 227,986 | $ 382,722 | $ 80,462 | $ 1,251,014 | ($ 87,316 ) | $ 2,774,868 | |
| Current period net profit | - | - | - | - | 295,725 | - | 295,725 | |
| Other comprehensive income of current period | VI(XIV) | - | - | - | - | - | ( 85,204 ) | ( 85,204 ) |
| Total comprehensive income for the period | - | - | - | - | 295,725 | ( 85,204 ) | 210,521 | |
| Appropriation and distribution of earnings | VI(XIII) | - | - | - | - | - | - | - |
| Appropriation of legal reserve | - | - | 21,158 | - | ( 21,158 ) | - | - | |
| Special reserve | - | - | - | 14,710 | ( 14,710 ) | - | - | |
| Cash dividends | - | - | - | - | ( 27,600 ) | - | ( 27,600 ) | |
| Disposal of FVTOCI equity instruments | VI(V)(XIV) | - | - | - | - | ( 10 ) | 10 | - |
| Disposal of equity instruments at FVTOCI by affiliates | VI(VI)(XIV) | - | - | - | - | ( 172 ) | 172 | - |
| Changes in the net equity value of affiliates recognized under the equity method | - | 889 | - | - | - | - | 889 | |
| Balance on December 31 | $ 920,000 | $ 228,875 | $ 403,880 | $ 95,172 | $ 1,483,089 | ($ 172,338 ) | $ 2,958,678 |
The accompanying notes to parent company only financial statements constitute part of this parent company only financial report.
Chairman: Chia-Chi Hou
Manager: Wen-Yu You
Accounting Officer: Pin-Hui Yeh
Ascent Development Co., Ltd.
Parent Company Only Statement of Cash Flows
January 1 to December 31, 2025 and 2024
Expressed in thousands of NT$
| Notes | January 1 to December 31, 2025 | January 1 to December 31, 2024 | |
|---|---|---|---|
| Cash flow from operating activities | |||
| Net income before tax | $ 298,583 | $ 174,720 | |
| Adjustment items | |||
| Income and expenses | |||
| Depreciation expense | VI(VII)(VIII) | ||
| (XX) | 4,857 | 2,230 | |
| Gains on reversal of impairment | VI(XVIII) | ( 2,795 ) | - |
| Amortization expense | VI(XX) | 1,417 | 477 |
| Interest income | VI(XVI) | ( 3,121 ) | ( 3,128 ) |
| Interest expense | VI(XIX) | 3,717 | 199 |
| Dividend income | - | ( 1,811 ) | |
| Shares of interests in subsidiaries and affiliated companies recognized using the equity method | VI(VI) | ( 228,948 ) | ( 203,229 ) |
| Gains on disposal of investment property | VI(XVIII) | - | ( 5,390 ) |
| Changes in assets/liabilities related to operating activities | |||
| Net changes in assets related to operating activities | |||
| Notes receivable | 28,983 | ( 11,532 ) | |
| Accounts receivable | ( 24,308 ) | - | |
| Other receivables | 7,950 | ( 8,210 ) | |
| Inventory | 43,872 | ( 215,351 ) | |
| Prepayments | ( 5,099 ) | ( 849 ) | |
| Other financial assets - current | 60,362 | ( 84,776 ) | |
| Other current assets - others | ( 3,137 ) | ( 25,464 ) | |
| Net changes in liabilities related to operating activities | |||
| Contract liabilities - current | 85,211 | 160,892 | |
| Notes payable | ( 45,874 ) | 15,907 | |
| Accounts payable | 19,887 | 49,574 | |
| Other payables | ( 10,625 ) | 28,226 | |
| Other current liabilities | ( 2,488 ) | 4,628 | |
| Cash inflow (outflow) from operations | 228,444 | ( 122,887 ) | |
| Income tax paid | ( 10,646 ) | ( 324 ) | |
| Interest paid | ( 28,834 ) | ( 31,980 ) | |
| Net cash inflow (outflow) from operating activities | 188,964 | ( 155,191 ) |
(Continued on next page)
Ascent Development Co., Ltd.
Parent Company Only Statement of Cash Flows
January 1 to December 31, 2025 and 2024
Expressed in thousands of NT$
| Notes | January 1 to December 31, 2025 | January 1 to December 31, 2024 | |
|---|---|---|---|
| Cash flow from investment activities | |||
| Disposal of financial assets measured at amortized cost | $ - | $ 20,000 | |
| Acquisition of financial assets at FVTOCI | - | ( 505 ) | |
| Disposal of financial assets at FVTOCI | - | 453 | |
| Acquisition of investments using the equity method | VI(VI) | ( 60,000 ) | ( 132,300 ) |
| Acquisition of property, plant and equipment | VI(VII) | ( 938 ) | ( 4,831 ) |
| Price of disposal of investment property | - | 103,233 | |
| Increase in guarantee deposits paid | - | ( 5,341 ) | |
| Decrease in guarantee deposits paid | - | 4,598 | |
| Interest collected | 3,330 | 3,387 | |
| Dividends received | 96,937 | 97,811 | |
| Acquisition of intangible assets | ( 322 ) | ( 2,700 ) | |
| Net cash inflow from investing activities | 39,007 | 83,805 | |
| Cash flow from financing activities | |||
| Increase in short-term borrowings | VI(XXIV) | 427,688 | 223,286 |
| Decrease in short-term borrowings | VI(XXIV) | ( 621,308 ) | ( 159,710 ) |
| Lease principal repayment | VI(XXIV) | ( 3,352 ) | ( 609 ) |
| Increase in guarantee deposits received | VI(XXIV) | 36 | 36 |
| Decrease in guarantee deposits received | VI(XXIV) | - | ( 430 ) |
| Distribution of cash dividends | VI(XIII) | ||
| (XXIV) | ( 27,600 ) | ( 27,600 ) | |
| Net cash (outflow) inflow from financing activities | ( 224,536 ) | 34,973 | |
| Increase (decrease) in cash and cash equivalents for the period | 3,435 | ( 36,413 ) | |
| Cash and cash equivalents at the beginning of the period | 257,011 | 293,424 | |
| Cash and equivalent cash balance at the beginning of the period | $ 260,446 | $ 257,011 |
The accompanying notes to parent company only financial statements constitute part of this parent company only financial report.
Chairman: Chia-Chi Hou
Manager: Wen-Yu You
Accounting Officer: Pin-Hui Yeh
[Attachment 5]
Ascent Development Co., Ltd.
2025 Earnings Distribution Table
Unit: NTD
| Items | Amount |
|---|---|
| Opening undistributed earnings | $1,187,546,996 |
| Comprehensive net profit after tax for the period | $295,725,062 |
| Less: Disposal of equity instruments measured at fair value through other comprehensive income | (182,577) |
| Total amount of after-tax net income for the period and other profit items adjusted to the current year’s undistributed earnings other than net income for the period | 295,542,485 |
| Provision of legal reserve (10%) | (29,554,249) |
| Special reserve | (85,022,207) |
| Distributable earnings for the period | 1,368,513,025 |
| Distributable items | |
| Shareholder dividends (NT$0.5 per share) | (46,000,000) |
| Closing undistributed earnings | $1,322,513,025 |
Chairman: Chia-Chi Hou
Managerial Officer: Wen-Yu You
Accounting Officer: Pin-Hui Yeh
[Attachment 6]
Ascent Development Co., Ltd.
Comparison Table of Revised Articles of the "Articles of Incorporation"
| Article | Amendment to Articles | Existing clause | Explanation |
|---|---|---|---|
| Article 11 | The Company shall have five to eleven directors (including independent directors). The election of directors shall adopt the candidate nomination system stipulated in Article 192-1 of the Company Act. The shareholders’ meeting shall elect the candidates from the list of candidates. The term of office of directors is three years and they may be re-elected. When the term of office expires and there is no sufficient time for re-election, the original term of office may be extended until the time of re-election; when the vacant directors’ seats reach one-third of all director seats or all independent directors are dismissed, the Board of Directors shall hold an extraordinary meeting of shareholders within 60 | The Company shall have five to seven directors (including independent directors). The election of directors shall adopt the candidate nomination system stipulated in Article 192-1 of the Company Act. The shareholders’ meeting shall elect the candidates from the list of candidates. The term of office of directors is three years and they may be re-elected. When the term of office expires and there is no sufficient time for re-election, the original term of office may be extended until the time of re-election; when the vacant directors’ seats reach one-third of all director seats or all independent directors are dismissed, the Board of Directors shall hold an extraordinary meeting of shareholders within 60 | To meet the Company’s operational needs, the number of director seats of the Company is increased from 5–7 seats to 5–11 seats. |
| Article | Amendment to Articles | Existing clause | Explanation |
|---|---|---|---|
| days to make up for the remaining original term of office. (omitted below) | days to make up for the remaining original term of office. (omitted below) | ||
| Article 20 | (The above is omitted) The 41st amendment was made on February 17, 2020, the 42nd amendment was made on June 24, 2020, the 43rd amendment was made on June 23, 2022, the 44th amendment was made on June 19, 2025, and the 45th amendment was made on June 17, 2026. | (The above is omitted) The 41st amendment was made on February 17, 2020, the 42nd amendment was made on June 24, 2020, the 43rd amendment was made on June 23, 2022, and the 44th amendment was made on June 19, 2025. | Added the date of the amendment. |
[Attachment 7]
Ascent Development Co., Ltd.
List of Candidates
| Candidate category | Name | Number of shares held | Main education (experience) |
|---|---|---|---|
| Independent Director | Fu-Chih Chiu | 0 shares | Deputy General Manager and Chief Financial Officer, Federal Corporation Director, Hi-Lai Foods Co., Ltd. Director, Crowell Development Corp. Chairman, Kuo Yang Construction Co., Ltd. Director, Hanshin Department Store Co., Ltd. Independent Director, HannsTouch Holdings Co., Ltd. MBA, University of Houston, U.S.A. |
Note: Shareholding as of the book closure date (April 19, 2026) for this annual shareholders' meeting.
FOUR. APPENDIX
[APPENDIX 1]
Ascent Development Co., Ltd.
Shareholder’s Meeting Rules of Procedures
Article 1
This policy has been established in accordance with Article 5 of "Corporate Governance Best-Practice Principles for TWSE/TPEX Listed Companies" to promote proper governance over the Company's shareholder meetings and to enforce supervisory and administrative functions of such meetings.
Article 2
Unless otherwise specified by law or Articles of Incorporation, shareholder meetings shall proceed according to the terms of this policy.
Article 3.
Unless otherwise specified by law, shareholder meetings are to be convened by the Board of Directors.
Any changes to the convening of a shareholder meeting shall be resolved in a Board meeting, which should be completed at the latest before the notice of the shareholder meeting is sent.
The Company shall prepare an electronic file that contains the meeting advice, a proxy form, a detailed agenda of topics to be acknowledged or discussed during the meeting, and notes on the election or dismissal of directors and post it onto the Market Observation Post System (MOPS) at least 30 days before an annual general meeting, or 15 days before an extraordinary shareholder meeting. The meeting agenda and supplemental information of shareholdings’ meetings shall be prepared in the form of an electronic file and uploaded to the MOPS 21 days before a general meeting or 15 days before an extraordinary meeting. However, if the Company's paid-in capital reaches NT$10 billion or more as of the end of the most recent fiscal year, or if the combined percentage of foreign capital and Chinese capital holdings as recorded in the shareholders' register at the time of the most recent annual shareholders' meeting reaches 30% or more, the Company shall complete the aforementioned electronic files uploading 30 days prior to the annual shareholders' meeting. Physical copies of the
46
shareholders' meeting conference manual and supplementary information shall be prepared at least 15 days before the meeting, and made accessible to shareholders upon request. These documents must also be placed within the Company's premises and at the stock transfer agent.
The Company shall provide the meeting handbook and supplementary materials referred to in the preceding paragraph to shareholders for their reference on the day of the shareholders' meeting in the following manner:
I. Distributed at the venue of the meeting for a physical shareholders' meeting.
II. Distributed at the venue of the meeting for a physical shareholders' meeting, and transmitted to the video conference platform in the form of an electronic file for a physical shareholders' meeting with the assistance of a video conference.
III. Transmitted to the video conference platform in the form of an electronic file for video shareholders' meeting.
The reasons for convening a shareholders meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.
Discussions concerning election or dismissal of directors, amendment of Articles of Incorporation, capital reduction, cessation of public offerings, permission for directors' involvement in competing businesses, earnings capitalization, capitalization of capital reserves, dismissal of the Company, mergers, divestments, and any issues listed in Paragraph 1, Article 185 of the Company Act, Articles 26-1 and 43-6 of the Securities and Exchange Act, and Articles 56-1 and 60-2 of Regulations Governing the Offering and Issuance of Securities by Securities Issuers must be raised as part of the regular motions with summaries explained in the meeting agenda. It may not be raised in the form of a special motion.
The notification for the convening of shareholder meeting has announced the re-election of directors and the inauguration date. After the re-election at the shareholder meeting, the inauguration date shall
47
not be changed by extraordinary motion or other means in the same meeting.
Shareholders holding over 1% of the Company's outstanding shares can propose written motions for discussion during regular shareholders' meetings. Each shareholder may only propose one motion. Proposals exceeding this limit shall be excluded from the discussion. Furthermore, if the issue raised by shareholders involves items in Paragraph 4, Article 172-1 of the Company Act, the Board of Directors can omit the proposal. Shareholders may submit proposals which aim to urge the Company to promote the public interest or fulfill social responsibilities. The proposals should cover one discussion item at a time in accordance with Article 172-1 of the Company Act, and those with more than one item in the proposal will not be included in the motion.
The Company shall announce, before the book closure date of annual general meeting, the conditions, methods (written or electronic), places and time within which shareholders' proposals are accepted. The acceptance period must not be less than ten days.
Shareholder proposals shall be limited to 300 words. Proposals that exceed 300 words shall not be listed in the proposals. The proposing shareholders shall personally or entrust another to attend the regular shareholders meeting and participate in the proposal discussion.
The Company shall notify each proposing shareholder the outcomes of their proposed motions before the date the meeting advice is sent. Meanwhile, motions that satisfy the conditions listed in this Article shall be included as part of the meeting advice. During the shareholders' meeting, the Board of Directors shall explain the reasons why certain proposed motions are excluded from discussion.
Article 4 Shareholders may appoint proxies to attend shareholder meetings on their behalf by completing the Company's proxy form and specifying the scope of delegated authority.
Each shareholder may issue one proxy form and delegate one proxy only. All proxy forms must be received by the Company at least 5 days before the shareholders' meeting. In cases where multiple proxy forms are issued, the one that arrives first shall prevail. However, this
48
excludes situations where the shareholder has issued a proper declaration to withdraw the previous proxy arrangement.
Should the shareholder decide to attend a shareholders' meeting personally or exercise voting rights in writing or using electronic means after a proxy form has been received by the Company, a written notice must be sent to the Company by no later than two days before the meeting commences to withdraw the proxy arrangement. If the shareholder fails to withdraw proxy arrangement before the due date, vote of the proxy attendant shall prevail.
Should the shareholder decide to attend a shareholders' meeting by video conference, a written notice must be sent to the Company by no later than two days before the meeting commences to withdraw the proxy arrangement. If the shareholder fails to withdraw the proxy arrangement before the due date, vote of the proxy attendant shall prevail.
Article 5 Shareholder meetings shall be held at locations that are suitable and convenient for shareholders to attend. Meetings must not commence anytime earlier than 9AM or later than 3PM. Independent directors' opinions shall be fully taken into consideration when choosing the meeting venue and time.
When the Company holds a shareholders' meeting via video conference, it shall not be subject to the restrictions on the venue of the meeting as set forth in the preceding paragraph.
Article 6 The meeting notice shall specify details such as the check-in time, venue, and other important notes for shareholders, proxy solicitors and proxies (referred to as shareholders) where relevant.
Admission of meeting participants shall begin at least 30 minutes before the meeting commences. The reception area must be clearly marked and stationed with competent personnel. Check in to the teleconferencing platform of the shareholder meeting should be completed at least 30 minutes before the meeting starts, those who complete the check-in are considered to have attended the meeting in person.
Shareholders shall attend shareholder meetings by presenting valid conference pass, attendance card or other document of similar nature.
49
The Company may not request shareholders to present additional documentary proof unless specified in advance. Proxy form acquirers are required to bring identity proof for verification.
An attendance log shall be prepared to record shareholders' attendance; alternatively, shareholders may present attendance cards to signify their presence.
Shareholders who attend the meeting shall be given a copy of the conference manual, annual report, attendance pass, opinion slip, motion ballot and any information relevant to the meeting. Prepare additional ballots if director election is also being held during the meeting.
Where the shareholder is a government agency or corporate entity, more than one representative may attend shareholders' meetings on their behalf. Corporate entities that have been designated as proxy attendants can only appoint one representative to attend shareholder meeting.
Shareholders who would like to attend the teleconferencing of shareholder meeting should register with the Company at least two days before the shareholder meeting.
For a video shareholders' meeting, the Company shall, at least 30 minutes before the start of the meeting, upload the meeting agenda, annual report, and other relevant information to the video conference platform and keep them posted until the end of the meeting.
Article 6-1
When the Company convenes a shareholders' meeting via video conference, the following items shall be stated in the notice of convening the shareholders' meeting:
I. The ways for shareholders to participate in a video meeting and exercise their rights.
II. The handling method for the interruption of the video conferencing platform or video participation due to natural disasters, accidents or other force majeure shall at least include the following matters:
(I) If the occurrence of the aforementioned circumstances continuously cannot be resolved, the time of the postponed or resumed meeting, and the date of the postponed or resumed meeting.
50
(II) Shareholders who have not registered to participate in the affected shareholders meeting online shall not attend the postponed or resumed session.
(III) When convening a physical shareholders' meeting with the assistance of a video conference, if the video conference is not able to be resumed, and the total number of shares present, after deducting the number of shares present by means of video participation, still reaches the quorum for the shareholders' meeting, the shareholders' meeting shall continue. The shares represented by shareholders attending the meeting through video conference shall be counted towards the total number of shares represented by shareholders present at the meeting, provided these shareholders shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders' meeting.
(IV) When the result of all motions has been announced, and the interim motion has not yet been proceeded with, the way it is handled.
III. When convening a video shareholders' meeting, the appropriate alternative measures for shareholders with difficulties in participating in shareholders' meetings by video shall also be specified.
Article 7 When convening the shareholder's meeting, the Chairman shall serve as the Chair of such meeting. If the Chairman is on leave or is unable to exercise duties for any reason, the Chairman may appoint one of the directors to perform acting duty; if no delegate is appointed by the Chairman, one shall be appointed from among directors.
When a managing director or a director serves as Chair, as referred to in the preceding paragraph managing director or director shall be one who has held that position for six months or more and who understands the financial and business conditions of the Company. The same applies if the Chair is a representative of a corporate director.
The shareholders' meeting convened by the Board of Directors should be presided over by the Chairman of the Board of Directors in person.
51
More than half of the directors of the Board of Directors, at least one independent director and at least one representative from each functional committee should be present in person. Furthermore, the attendance should be recorded in the minutes of the shareholders' meeting.
For the meeting that is convened by the ones with the convening authority outside of the Board, the meeting should be chaired by convening authority. One person should be selected to Chair the meeting if there are more than two presents.
The Company may summon its lawyers, certified public accountants and any relevant personnel to be present at shareholders’ meetings.
Article 8
The Company shall record non-stop, in audio or video, from the time admission is accepted and throughout the entire meeting proceeding, voting process and vote count.
These recordings must be retained for at least one year. However, if a shareholder raises a litigious claim against the Company in accordance with Article 189 of the Company Act, the abovementioned documents must be retained until the end of the litigation.
When convening a video shareholders’ meeting, the Company shall keep records of shareholder registration, sign-in, check-in, questions raised, votes cast and results of votes counted by the Company, and continuously audio and video record, without interruption, the proceedings of the virtual meeting from beginning to end.
The information and audio and video recording in the preceding paragraph shall be properly kept by the Company during the entirety of its existence, and copies of the audio and video recording shall be provided to and kept by the party appointed to handle matters of the virtual meeting.
In case of a virtual shareholders meeting, the Company is advised to audio and video record the back-end operation interface of the virtual meeting platform.
Article 9
Shareholders' presence is determined by the number of shares represented in a meeting. The number of shares present in a meeting is calculated based on attendance log records or the attendance cards collected, and the shares checked in on the video conference platform,
52
plus the number of shares that have voting rights exercised in writing or through electronic means.
The Chair shall call the meeting to order at the appointed meeting time and announce relevant information such as the number of non-voting rights shares and the number of shares present at the same time.
However, if current attendance represents less than half of the Company's outstanding shares, the Chair may announce to postpone the meeting up to two times, for a period totaling no more than one hour. If the quorum is not met after two postponements and the attending shareholders still represent less than one-third of the total number of issued shares, the Chair shall declare the meeting adjourned; in the event of a virtual shareholders meeting, this Corporation shall also declare the meeting adjourned at the virtual meeting platform.
If the quorum is not met after two postponements but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Paragraph 1, Article 175 of the Company Act. The tentative resolution may be sent to all shareholders to notify them of another shareholder meeting to be held within one month. Shareholders who wish to attend the shareholder meeting which is to be held by teleconferencing shall register with the Company in accordance with Article 6.
If the number of shares represented accumulate to more than half of all outstanding shares as the meeting progresses, the Chair may propose the tentative resolutions for final voting according to Article 174 of the Company Act.
Article 10
For shareholder meetings that are convened by the Board of Directors, the Board of Directors will determine the meeting agenda. All proposed motions (including special motions and amendments to existing motions) must be voted on a case-by-case basis. The agenda cannot be changed unless resolved during the shareholder meeting.
The above rule also applies to shareholders' meetings that are convened by any authorized party other than the Board of Directors. In either of the two situations described above, the Chair cannot dismiss the meeting while a motion (including special motion) is still
53
in progress. If the Chair violates conference rules by dismissing the meeting when not allowed to do so, other members of the Board shall immediately assist attending shareholders in electing another Chair that has the support of more than half of voting rights represented on-site to continue the meeting.
The Chair must allow adequate time to explain and discuss various motions, amendments or special motions proposed during the meeting. The Chair may announce to discontinue further discussions if the issue in question is considered to have been sufficiently discussed to proceed with voting and shall allocate ample time to vote.
Article 11
Shareholders who wish to speak during the meeting must produce an opinion slip detailing the topic, shareholder ID (or the attendance ID serial number) and shareholder's name. The order of shareholders' comments is determined by the Chair.
Shareholders who submit an opinion slip without actually speaking are considered to have remained silent. If the content of the speech is inconsistent with the record of the speech, the content of the speech shall prevail.
Each shareholder may speak on the same proposal no more than twice without the Chair's consent, and each speech may not exceed five minutes. However, if a shareholder's speech violates the rules or goes beyond the scope of the agenda, the Chair may stop them from speaking.
While a shareholder is speaking, other shareholders cannot speak simultaneously or interfere in any way unless agreed to by the Chair and the shareholder speaking. The Chair shall stop any violation.
Where a corporate shareholder has appointed two or more representatives to attend the shareholder meeting, only one representative may speak per motion.
After a shareholder has finished speaking, the Chair may answer the shareholder's queries personally or appoint any relevant personnel to do so.
If a shareholders' meeting is held via video conference, shareholders participating may ask questions in writing on the shareholders' meeting video conference platform after the Chair announces the
54
opening of the meeting and before the Chair announces the adjournment of the meeting. The number of questions asked for each proposal may not exceed two times, and each question shall be limited to 200 words. The provisions of Paragraphs 1 to 5 shall not apply.
If the questions in the preceding paragraph do not violate the regulations or exceed the scope of the proposal, the questions should be disclosed on the shareholders' meeting video conference platform for the public.
Article 12 Votes in a shareholders’ meeting are vested based on the number of shares represented.
Shares that do not carry voting rights are excluded from the calculation of outstanding shares when voting for the final resolution. Shareholders cannot vote or appoint proxies to vote on any motions that present a conflict between their own interests and interests of the Company.
The number of shares held by shareholders who are not permitted to vote shall be excluded from the calculation of total voting rights.
With the exception of trust enterprises and certain share transfer agencies approved by the authority, a proxy may not represent more than 3% of the total voting rights in aggregate when representing two or more shareholders during the meeting. Voting rights that exceed this threshold shall be excluded from the calculation.
Article 13 Every share represents one vote unless it is restricted or deemed non-voting shares under Paragraph 2, Article 179 of the Company Act.
The Company must give shareholders the option to exercise voting rights in writing or using the electronic method during shareholder meetings. Instructions for exercising voting rights in writing or through electronic means must be stated clearly in writing on the meeting advice. Shareholders who have voted in writing or using the electronic method are considered to have attended shareholder meeting in person. However, they are considered to have waived their rights to participate in any special motion or any amendment to the original discussion that may arise during the shareholder meeting. For this reason, the Company should avoid proposing special motions or amendments to the original motion where possible.
55
Instructions to exercise written and electronic votes must be delivered to the Company at least 2 days before the shareholder meeting. In the event of duplicate submissions, the earliest submission shall be taken into record. However, this excludes situations where a proper declaration is issued to withdraw the previous arrangement.
After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders meeting in person or by teleconferencing, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to the Company, by the same means by which the voting rights were exercised two business days before the date of the shareholders meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. If a shareholder exercises voting in writing or through electronic means and at the same time delegates a proxy to attend shareholder meeting, the voting decision exercised by the proxy shall prevail.
Unless otherwise regulated by the Company Act or stated in the Articles of Incorporation, a motion is passed when supported by shareholders representing more than half of total voting rights in the meeting. When voting, the Chair or delegate thereof shall announce the total number of voting rights represented by attending shareholders for every motion discussed and have shareholders vote on a case-by-case basis. Details including the number of votes in favor, against, and abstained for each discussion shall be uploaded onto MOPS on the same day the shareholders' meeting ends.
In cases where several amendments or alternative solutions have been proposed at the same time, the Chair shall determine the order in which proposals are to be voted on. However, if any solution is passed, all other proposals shall be deemed rejected and no further voting is necessary.
The Chair shall appoint ballot examiners and ballot counters to support the voting process. The ballot examiner must be a shareholder. Motion and election votes are to be counted openly at the shareholders' meeting. Results of the vote, including the final tally,
56
shall be announced on-site and recorded in minutes.
When the Company convenes a video shareholders’ meeting, after the chair declares the meeting open, shareholders attending the meeting through video conference shall cast votes on proposals and elections on the virtual meeting platform before the chair announces the voting session ends or will be deemed abstained from voting.
In the event of a virtual shareholders meeting, votes shall be counted at once after the chair announces the voting session has ended. The results of votes and elections shall be announced immediately.
When the Company convenes a physical shareholders' meeting with the assistance of a video conference, if shareholders who have registered to attend the meeting online in accordance with Article 6 decide to attend the physical shareholders meeting in person, they shall revoke their registration two days before the shareholders meeting in the same manner as they registered. If their registration is not revoked within the time limit, they may only attend the shareholders meeting online.
When shareholders exercise voting rights by correspondence or electronic means, unless they have withdrawn the declaration of intent and attended the shareholders meeting through video conference, except for extraordinary motions, they will not exercise voting rights on the original proposals or make any amendments to the original proposals or exercise voting rights on amendments to the original proposal.
Article 14
Shareholder meetings that involve election of directors shall proceed according to the Company's election policy. Results of the elections, including the list of elected directors and the final tally, must be announced on-site, as well as those who are not elected and the number of shares they have.
All ballots used in the above elections shall be sealed and signed by the ballot examiner and held in proper custody for at least one year. However, if a shareholder raises a litigious claim against the Company in accordance with Article 189 of the Company Act, the abovementioned documents must be retained until the end of the litigation.
Article 15
Shareholders’ meeting resolutions shall be compiled into detailed
57
minutes, signed or sealed by the Chair and disseminated to each shareholder by no later than 20 days after the meeting. Preparation and distribution of meeting minutes can be made in electronic form.
The Company may disseminate meeting minutes by announcing details over MOPS. The resolution proceedings should correctly record the year, month, day, venue, name of the chair, voting method, the essentials of the proceedings and the voting results (including the statistical weights). If there is an election of directors, the votes received by each elected candidate shall also be disclosed. Minutes shall be retained for as long as the Company exists.
Where convening a video shareholders' meeting, in addition to the particulars to be included in the meeting minutes as described in the preceding paragraph, the start time and end time of the shareholders' meeting, how the meeting is convened, the chair's and secretary's name, and actions to be taken in the event of disruption to the video conference platform or participation in the meeting online due to natural disasters, accidents or other force majeure events, and how issues are dealt with shall also be included in the minutes.
When convening a video shareholders' meeting, other than compliance with the requirements in the preceding paragraph, the Company shall specify in the meeting minutes alternative measures available to shareholders with difficulties in participating in shareholders' meetings by video.
Article 16
The Company shall, on the day of the shareholders' meeting, prepare a statistical table in accordance with the prescribed format to clearly disclose the number of shares solicited by the solicitor, the number of shares represented by the entrusted agent, and the number of shares represented by shareholders in writing or electronically. If the shareholders' meeting is held via video conference, the Company shall upload the above information to the shareholders' meeting video conference platform at least thirty minutes before the meeting begins, and continue to disclose it until the end of the meeting.
During the Company's video shareholders' meeting, when the meeting is called to order, the total number of shares represented at the meeting shall be disclosed on the virtual meeting platform. The same shall
58
apply whenever the total number of shares represented at the meeting and a new tally of votes is released during the meeting.
The Company must disclose on MOPS in a timely manner any shareholders’ meeting resolutions that constitute material information as defined by law or the rules of Taiwan Stock Exchange Corporation.
Article 17 Officers of the shareholders’ meeting must wear proper identification or an arm badge.
The Chair may instruct proctors or security staff to help maintain order in the meeting. While maintaining order in the meeting, the proctors or security staff shall wear arm badges that identify their role as "Proctor".
The Chair may stop anyone who attempts to speak using instruments that are not provided by the Company.
The Chair may instruct security staff to remove shareholders who continue to violate conference rules despite being warned.
Article 18 During a meeting, the Chair may announce a break at his discretion. In the event of force majeure, the Chair may rule to temporarily suspend the meeting and announce the next meeting time depending on the circumstances.
If the shareholder meeting is unable to conclude all scheduled motions (including special motions) before the venue is due for return, participants may resolve to continue the meeting at an alternative location.
Shareholders may also resolve to postpone or resume the meeting within the next 5 days, according to Article 182 of the Company Act.
Article 19 In the event of a video shareholders’ meeting, the Company shall disclose real-time results of votes and election immediately after the end of the voting session on the virtual meeting platform according to the regulations, and this disclosure shall continue at least 15 minutes after the Chair has announced the meeting adjourned.
Article 20 When this Corporation convenes a virtual-only shareholders meeting, both the Chair and secretary shall be in the same location, and the Chair shall declare the address of their location when the meeting is called to order.
Article 21 In the event of a video shareholders’ meeting, the Company may offer
59
a simple connection test to shareholders prior to the meeting, and provide relevant real-time services before and during the meeting to help resolve communication technical issues.
In the event of a video shareholders' meeting, when declaring the meeting open, the Chair shall also declare, unless under a circumstance where a meeting is not required to be postponed to or resumed at another time under Article 44-20, Paragraph 4 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if the video conference platform or participation via the platform is obstructed due to natural disasters, accidents or other force majeure events before the Chair has announced the meeting adjourned, and the obstruction continues for more than 30 minutes, the meeting shall be postponed to or resumed on another date within five days, in which case Article 182 of the Company Act shall not apply.
For a meeting to be postponed or resumed as described in the preceding paragraph, shareholders who have not registered to participate in the affected shareholders meeting online shall not attend the postponed or resumed session.
For a meeting to be postponed or resumed under the second paragraph, the number of shares represented by, and voting rights and election rights exercised by the shareholders who have registered to participate in the affected shareholders meeting and have successfully signed in the meeting, but do not attend the postpone or resumed session, at the affected shareholders' meeting, shall be counted towards the total number of shares, number of voting rights and number of election rights represented at the postponed or resumed session.
During a postponed or resumed session of a shareholders meeting held under the second paragraph, no further discussion or resolution is required for proposals for which votes have been cast and counted and results have been announced, or list of elected Directors and Supervisors.
When the Company convenes a physical shareholders' meeting with the assistance of a video conference, and the video conference cannot
60
continue as described in second paragraph, if the total number of shares present, after deducting the number of shares present by means of video participation, still reaches the quorum for the shareholders' meeting, then the shareholders' meeting shall continue, and no postponement or resumption thereof under the second paragraph is required.
Under the circumstances where a meeting should continue as in the preceding paragraph, the shares represented by shareholders attending the meeting through video conference shall be counted towards the total number of shares represented by shareholders present at the meeting, provided these shareholders shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders' meeting.
When postponing or resuming a meeting according to the second paragraph, the Company shall handle the preparatory work based on the date of the original shareholders meeting in accordance with the requirements listed under Article 44-20, Paragraph 7 of the Regulations Governing the Administration of Shareholder Services of Public Companies.
For dates or period set forth under Article 12, second half, and Article 13, Paragraph 3 of Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, and Article 44-5, Paragraph 2, Article 44-15, and Article 44-17, Paragraph 1 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall handle the matter based on the date of the shareholders meeting that is postponed or resumed under the second paragraph.
Article 22 When convening a video shareholders' meeting, the Company shall provide appropriate alternative measures available to shareholders with difficulties in participating in shareholders' meetings by video.
Article 23 These Rules are to be announced and implemented after being approved by the shareholders' meeting, and likewise for the revision.
61
[Appendix 2]
Ascent Development Co., Ltd.
Procedures for Election of Directors
Article 1 In order to ensure a fair, just and open election of directors, this procedure is established in accordance with the “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies”.
Article 2 The election of directors of the Company shall be conducted in accordance with these procedures, unless otherwise provided by law or by the Articles of Incorporation.
Article 3. The election of directors of the Company shall take into account the overall configuration of the Board of Directors. The composition of the Board of Directors should take into account diversity and establish appropriate diversity policies based on its own operations, business model and development needs, which should include but are not limited to the following two aspects:
I. Basic requirements and values: Gender, age, nationality, and culture.
II. Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing or technology), professional skills, and industry experience.
Board members should generally possess the knowledge, skills and qualities necessary to perform their duties. The overall capabilities they should possess are as follows:
I. Operating judgement.
II. Accounting and financial analysis ability.
III. Business management capabilities.
IV. Crisis management.
V. Industry knowledge.
VI. International market perspective.
VII. Leadership ability.
VIII. Decision-making ability.
Directors shall hold more than half of the seats and shall not be
spouses or relatives within the second degree of kinship.
The Board of Directors of the Company shall consider the results of the performance evaluation to adjust the composition of the Board of Directors.
Article 4
The qualifications of the Company's independent directors shall comply with the provisions of Article 2, Article 3 and Article 4 of the "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies".
The appointment of independent directors of the Company shall comply with the provisions of Articles 5, 6, 7, 8 and 9 of the "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies" and shall be handled in accordance with Article 24 of the "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies".
Article 5
The election of the Company's directors shall be conducted in accordance with the candidate nomination system procedures specified in Article 192-1 of the Company Act.
If the number of directors falls below five after the dismissal of a director for any reason, the Company shall elect new directors at the most recent shareholders' meeting. However, if the number of vacancies of directors reaches one-third of the seats stipulated in the Articles of Incorporation, the Company shall convene an extraordinary general meeting of shareholders to elect new directors within sixty days from the vacancy occurs.
If the number of independent directors falls below the minimum required under Paragraph 1 of Article 14-2 of the Securities and Exchange Act, a by-election shall be held at the most recent shareholders' meeting. If all independent directors are dismissed, a by-election shall be held at an extraordinary shareholders' meeting within sixty days from the date of the occurrence.
Article 6
The cumulative voting system shall be adopted for the election of the Company's directors. Each share shall have the same voting rights as the number of directors to be elected. The voting rights may be centralized to elect one person or distributed to elect several
63
64
Article 7
persons.
The person with the right to convene the meeting shall prepare ballots equal to the number of directors to be elected, fill in the number of votes, and distribute them to the shareholders attending the shareholders' meeting. The name of the elector may be replaced by the attendance certificate number printed on the ballot.
Article 8
The Company's directors shall be elected in accordance with the number of directors stated by the Company's Articles of Incorporation. The voting rights of independent directors and non-independent directors shall be calculated separately. Those with the greater number of voting rights shall be elected in order. If two or more persons have the same number of rights and the number of directors exceeds the prescribed number, the persons with the same number of rights shall draw lots to decide. Those who are absent shall be drawn by the Chair on their behalf.
Article 9
Before the election begins, the Chair shall appoint a number of persons with shareholder status to perform the respective duties of vote monitoring and counting personnel. The ballot box shall be prepared by the Board of Directors and shall be opened and inspected in public by the scrutineers before voting.
Article 10
A ballot paper is invalid under any of the following circumstances:
I. The ballot paper is not prepared by the convener.
II. A blank ballot is cast.
III. The writing is unclear, illegible, or has been altered.
IV. The filled-in candidates do not match the list of director candidates after verification.
V. In addition to filling in the number of allocated voting rights, other words are written in between.
Article 11
After the voting is completed, the ballots will be opened and the results will be announced by the Chair on the spot, including the list of elected directors and their elected voting rights.
All ballots used in the above elections shall be sealed and signed by the ballot examiner and held in proper custody for at least one year. However, if a shareholder raises a litigious claim against the Company in accordance with Article 189 of the Company Act, the
65
abovementioned documents must be retained until the end of the litigation.
Article 12 The elected directors shall be issued a notice of election by the Company’s Board of Directors.
Article 13 This procedure shall be implemented after approval by the shareholders' meeting, and the same applies to amendments.
[Appendix 3]
Ascent Development Co., Ltd.
Articles of Incorporation (before amendment)
Chapter 1 General provisions
Article 1 The Company is incorporated in accordance with the Company Act and is named 為揚國際股份有限公司, with the English name "ASCENT DEVELOPMENT CO., LTD.".
Article 2 The business scope of the Company is as follows:
I. C306010 Wearing Apparel.
II. C307010 Clothing Accessories.
III. C399990 Other Textile and Products Manufacturing.
IV. F101990 Wholesale of Other Agricultural, Livestock and Aquatic Products.
V. F104110 Wholesale of Cloths, Garments, Shoes, Hats, Umbrellas and Clothing Accessories.
VI. F204110 Retail Sale of Cloths, Garments, Shoes, Hats, Umbrellas and Clothing Accessories.
VII. F401010 International Trade.
VIII. F601010 Intellectual Property Rights.
IX. H701010 Housing and Building Development and Rental.
X. H701020 Industrial Factory Development and Rental.
XI. H701040 Specific Area Development.
XII. H701050 Investment, Development and Construction in Public Construction.
XIII. H701060 New Towns, New Community Development.
XIV. H703090 Real Estate Business.
XV. I301030 Electronic Information Supply Services.
XVI. H703100 Real Estate Leasing.
XVII. I101110 Textile Consulting.
XVIII. I501010 Product Designing.
XIX. I502010 Clothing Designing.
XX. C104020 Manufacture of Bakery and Steam Products.
XXI. F102040 Wholesale of Nonalcoholic Beverages.
XXII. F102170 Wholesale of Foods and Groceries.
XXIII. F106020 Wholesale of Daily Commodities.
XXIV. F108040 Wholesale of Cosmetics.
XXV. F203010 Retail Sale of Food, Grocery and Beverage.
XXVI. F206020 Retail Sale of daily commodities.
XXVII. F208040 Retail Sale of Cosmetics.
XXVIII. C109010 Manufacture of Seasoning.
XXIX. C105010 Edible Oil and Fat Manufacturing.
XXX. C114010 Food Additives Manufacturing.
XXXI. C110010 Beverage Manufacturing.
XXXII. C104010 Manufacturing of Sugar Confectionery.
XXXIII. C106010 Grain Husking, Manufacture of Grain Mill Products, Starches and Starch Products.
XXXIV. C199010 Manufacture of Noodles, Couscous and Similar Farinaceous Products.
XXXV. C199990 Manufacture of Other Food Products Not Elsewhere Classified.
XXXVI. F102030 Wholesale of Tobacco and Alcohol.
XXXVII. ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.
Article 2-1
The Company's reinvestment shall be carried out in accordance with the resolution of the Board of Directors, and the total investment amount may exceed 40% of the paid-in capital.
Article 2-2
For the business needs, the Company may handle endorsement and guarantee matters in accordance with the Company's regulations governing endorsement and guarantee procedures.
Article 3.
The Company is headquartered in Taipei City, and may establish domestic or foreign branches subject to Board of Directors' approval.
Chapter 2 Shares
Article 4
Article 4 The total capital of the Company was NT$1.1 billion, which was divided into 110 million shares, each with a par value of NT$10 issued in installments and authorized by the Board of
67
Directors.
The shares of the Company are all in registered form, signed or sealed by the director representing the Company, and issued after being legally certified.
Shares of the Company is exempted from actual printing but shall be registered with the Taiwan Depository and Clearing Corporation.
Article 5
The Company’s stock affairs are processed in accordance with the “Criteria Governing Handling of Stock Affairs by Public Stock Companies” provided by the competent authority.
Article 6
Changes to the content of the register of shareholders shall be suspended during the 60 days prior to an annual general meeting, or during the 30 days prior to an extraordinary shareholder meeting, and during the 5 days prior to the baseline date of dividend, bonus and rights distribution.
Article 6-1
When the Company issues new shares, the employees who purchase the shares may include employees of controlling or subordinate companies who meet the conditions set by the Board of Directors or its authorized persons.
When the Company purchases the treasury stocks based on the Company Act, those for transfer may include employees of the controlling/controlled companies or affiliates which meet the terms and conditions set by the Board of Directors or its authorized personnel.
Those entitled to receive stock option may include employees of the controlling/controlled companies or affiliates which meet the terms and conditions set by the Board of Directors or its authorized personnel.
When the Company issues RSA, those entitled to receive RSA may include employees of the controlling/controlled companies or affiliates which meet the terms and conditions set by the Board of Directors or its authorized personnel.
Chapter 3 Shareholders’ Meeting
Article 7
The Company holds two types of shareholder meeting: the annual general meeting and extraordinary shareholder meeting. The
68
Chapter 4 Directors
annual general meeting shall be held within six months after the end of an accounting period, whereas extraordinary shareholder meetings may be held whenever deemed necessary, subject to compliance with relevant laws.
Article 8
Shareholders shall be notified of the date, time, place and reason for convening the shareholders’ meeting 30 days before the regular meeting and 15 days before the extraordinary meeting. For shareholders holding less than 1,000 registered shares, the aforesaid convening notice may be made by public announcement.
Article 8-1
The Company's shareholders meeting may be held through video conferencing or other methods announced by the Ministry of Economic Affairs.
Article 9
Each of the shareholders of the Company has one vote for each share held, and unless otherwise specified by the Company Act, resolutions at a shareholders’ meeting shall be adopted by a majority vote of the shareholders present, who represent more than one-half of the total number of voting shares.
During the shareholders’ meeting of the Company, the shareholders may exercise his/her/its voting power by way of electronic transmission, and shall be deemed to have attended the shareholders’ meeting in person. Such matters shall be handled in accordance with relevant laws and regulations.
Article 10
Shareholders unable to attend the meeting in person may offer to show the power of attorney issued by the Company that specifies the scope of authorization and authorize their proxy to attend the meeting. However, if a person is entrusted by two or more shareholders at the same time, the voting rights of the proxy shall not exceed 3% of the total number of issued shares. If the voting rights of the proxy exceeded the threshold, the excess voting rights shall not be counted. Shareholders who commission their proxy to attend meetings shall comply with the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies promulgated by the securities authority, unless otherwise specified by the Company Act.
69
Article 11
The Company shall have five to seven directors (including independent directors). The election of directors shall adopt the candidate nomination system stipulated in Article 192-1 of the Company Act. The shareholders’ meeting shall elect the candidates from the list of candidates. The term of office of directors is three years and they may be re-elected. When the term of office expires and there is no sufficient time for re-election, the original term of office may be extended until the time of re-election; when the vacant directors’ seats reach one-third of all director seats or all independent directors are dismissed, the Board of Directors shall hold an extraordinary meeting of shareholders within 60 days to make up for the remaining original term of office.
Of the number of directors set forth in the preceding paragraph, there shall be at least three independent directors, and they shall constitute not less than one-fifth of all director seats. The professional qualification, shareholding, part-time job restrictions, nominations, means of election, as well as other relevant issues should all be in accordance with the regulations of the competent authority.
Unless otherwise provided by the Company Act, resolutions of the Board of Directors shall be adopted by a majority of the directors present at a meeting attended by a majority of the directors. The minutes of the meeting shall be affixed with the signatures or personal seals of the Chair. If any director is unable to attend in person for any reason, he/she may entrust another director to serve as the proxy, but independent directors may only entrust another independent directors as the proxy. However, each director may only be entrusted by one of the other directors.
Article 11-1
The convening of meeting of the Board of Directors of the Company shall be notified to all directors seven days prior to the meeting. However, in case of emergency, it can be convened at any time.
The convening notice stated in the preceding Paragraph shall specify the reasons for convening the meeting and may be prepared in writing, e-mail or fax.
70
Article 12
The Company’s business operations shall be governed by the resolution system of the Board of Directors.
Article 13
The Company shall have a Chairman and, if necessary, a Vice Chairman, who shall be elected among the directors. Internally, the Chairman shall serve as the Chair of the Company’s meetings of shareholders and the Board of Directors, and convene the meetings of the Board of Directors; and externally, he/she shall represent the Company. If the Chairman is on leave or is unable to exercise duties for any reason, the Vice Chairman will act on behalf; if there is no Vice Chairman or if the Vice Chairman is also on leave or is unable to exercise duties for any reason, the Chairman may appoint one of the directors to perform acting duty; if no delegate is appointed by the Chairman, one shall be appointed from among the directors.
Article 14
The Company’s Board of Directors may establish various functional committees whose membership, exercise of powers and related matters shall be handled in accordance with relevant laws and regulations, and shall be otherwise determined by the Board of Directors. The Company shall establish the “Audit Committee” based on Article 14-4 of Securities and Exchange Act. Matters related to the number and term of office, the power and the rules of procedure for meetings of the Audit Committee shall be defined in the Audit Committee Charter that formulated under the Regulations Governing the Exercise of Powers by Audit Committees of Public Companies.
Article 15
All directors may receive travel expenses of the amount determined by the Board of Directors.
The remuneration of directors is authorized at the meetings of the Board of Directors based on their level of participation in and contribution to the Company's operation. The remuneration follows the standards among the industry peers.
Article 15-1
The Company shall purchase liability insurance for directors during their term of office for compensation liabilities that they are required to bear in accordance with the law within the scope of their duties, so as to reduce and disperse the risk of directors causing
71
significant damage to the Company and shareholders due to erroneous or negligent behavior.
Chapter 5 Managers
Article 16
The Company may create managerial positions including one position for the President and several ones for managers. Appointment, dismissal and remuneration of whom shall comply with Article 29 of the Company Act.
Chapter 6 Accounting
Article 17
The fiscal year of the Company is from January 1 to December 31. At the end of each fiscal year, the Board of Directors shall prepare the following documents, which shall be submitted to the Audit Committee 30 days before the general meeting of shareholders according to laws and regulations, and then submitted them to the general meeting of shareholders for approval.
I. Business report
II. Financial statements
III. Proposal for profit distribution or loss allocation.
Article 18
After reserving an amount to offset accumulated losses, if any, the Company shall, if there is any remaining balance, appropriate 0.5% to 5% of profit before tax for the current year before deducting employee remuneration and directors’ remuneration as employee remuneration, of which no less than 1% and no more than 10% shall be appropriated as remuneration to entry-level employees, and no more than 2% as directors’ remuneration.
Decisions on distribution ratio of employees’ and directors’ remuneration, and whether the employees’ remuneration shall be distributed in stocks or cash shall be made by the meeting of Board of Directors attended by more than two-thirds of the directors and the resolution approved by more than half of the directors present, which shall be reported to the shareholders’ meeting.
Those entitled to receive employees’ remuneration in the forms of stocks or cash may include employees of the controlling/controlled companies or affiliates which meet the terms and conditions set by the Board of Directors or its authorized personnel.
The remuneration of directors can only be paid in cash, and the
72
independent directors of the Company are not included in the annual remuneration distribution.
Article 18-1
The Company may distribute profits or make up losses after the end of each year. If there is a surplus in the annual financial statements, it shall first be used to pay taxes, make up for accumulated losses, estimate the remuneration of retained employees, and then set aside 10% as statutory surplus reserve; however, this restriction does not apply if the statutory surplus reserve has reached the total capital of the Company. Further, based on laws or regulations of the competent authority, the special reserve shall be appropriated or reversed. If there is any surplus left, its balance shall be added to the accumulated undistributed surplus as dividends for shareholders. The Board of Directors shall prepare a distribution proposal in the form of issuance of new shares, which shall be submitted to the meeting of shareholders to reach the resolution of distribution; if in the form of cash, it shall be subject to the resolution of the Board of Directors.
Any cash distribution of dividends, profit, legal reserve or capital reserve, whether in whole or in part, must be resolved in a Board meeting with more than two-thirds of the Board present, voted in favor by more than half of attending directors, and reported in the upcoming shareholders’ meeting.
Article 18-2
In response to the current competitive and ever-changing business environment and continuous expansion of the Company, the Company shall distribute dividends in a combination of shares and cash depending on factors such as future capital needs, financial structure, and consideration of shareholders’ rights and interests, among which cash dividends shall not be lower than 20% of the total dividends.
Chapter 7 Additional Provisions
Article 19
Any matters that are not addressed in the Articles of Incorporation shall be governed by the Company Act.
Article 20
These Articles of Incorporation were established on August 19, 1964. The 1st amendment was made on March 2, 1967. The 2nd amendment was made on May 16, 1967. The 3rd amendment was
73
made on March 15, 1968. The 4th amendment was made on March 24, 1970. The 5th amendment was made on May 31, 1971. The 6th amendment was made on April 29, 1972. The 7th amendment was made on April 26, 1973. The 8th amendment was made on December 21, 1974. The 9th amendment was made on March 30, 1977. The 10th amendment was made on July 15, 1978. The 11th amendment was made on August 10, 1980. The 12th amendment was made on April 11, 1981. The 13th amendment was made on March 27, 1982. The 14th amendment was made on April 2, 1983. The 15th amendment was made on September 5, 1983. The 16th amendment was made on April 27, 1985. The 17th amendment was made on July 17, 1985. The 18th amendment was made on April 26, 1986. The 19th amendment was made on June 28, 1986. The 20th amendment was made on April 25, 1987. The 21st amendment was made on April 2, 1988. The 22nd amendment was made on May 16, 1988. The 23rd amendment was made on April 4, 1989. The 24th amendment was made on April 23, 1990. The 25th amendment was made on April 11, 1991. The 26th amendment was made on April 15, 1993. The 27th amendment was made on May 2, 1996. The 28th amendment was made on May 4, 1999. The 29th amendment was made on May 23, 2000. The 30th amendment was made on May 8, 2001. The 31st amendment was made on May 22, 2002. The 32nd amendment was made on May 27, 2004. The 33rd amendment was made on June 14, 2005. The 34th amendment was made on June 9, 2006. The 35th amendment was made on June 25, 2010. The 36th amendment was made on June 15, 2012. The 37th amendment was made on June 29, 2016. The 38th amendment was made on June 6, 2017. The 39th amendment was made on June 8, 2018. The 40th amendment was made on June 24, 2019. The 41st amendment was made on February 17, 2020. The 42nd amendment was made on June 24, 2020. The 43rd amendment was made on June 23, 2022. The 44th amendment was made on June 19, 2025.
Ascent Development Co., Ltd.
Chairman Chia-Chi Hou
74
[Appendix 4]
Ascent Development Co., Ltd.
Directors' Shareholdings
I. As of April 19, 2026, the total number of common shares issued by the Company was 92,000,000.
II. In accordance with Article 26 of the Securities and Exchange Act and Article 2 of the "Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies", the authorized number of shares that all directors of the Company other than independent directors held was 7,360,000 shares.
III. The Company has established an Audit Committee, so there is no statutory requirement for the number of shares that supervisors should hold.
IV. As of the book closure date (April 19, 2026) for this annual shareholders' meeting, all directors of the Company held a total of 9,554,000 shares. The shareholding details are as follows:
| Title | Name | No. of shares held | Ownership held by the Company |
|---|---|---|---|
| Chairman | Xue Yong Co., Ltd. | ||
| Representative: Chia-Chi Hou | 3,238,000 | 3.52% | |
| Director | Zu Sheng International Co., Ltd. | ||
| Representative: Ming-Yu Huang | 2,233,000 | 2.43% | |
| Director | Zu Sheng International Co., Ltd. | ||
| Representative: Chien-Ting Chen | |||
| Director | Yuan-Zhong Co., Ltd. | ||
| Representative: Hung Hsu | 4,083,000 | 4.44% | |
| Independent Director | Teng-Cheng Liu | 0 | 0.00% |
| Independent Director | Chieh-Min Liu | 0 | 0.00% |
| Independent Director | Hung-Mao Tien | 0 | 0.00% |
| Total | 9,554,000 | 10.39% |