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Auden — AGM Information 2026
May 25, 2026
52298_rns_2026-05-25_13874098-a2eb-481f-8f40-67cf9ed278cf.pdf
AGM Information
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auden
Auden Techno Corporation
Stock Code : 3138
2026
Annual Meeting of Shareholders
Handbook
Meeting date: June 25th, 2026
Meeting location: No.288, Section 1, Gootiezhanqian W Rd, Zhongli District, Taoyuan City 334, Taiwan (R.O.C.)
The original of this handbook is written in Chinese language. If there is any discrepancy between the
Chinese version and this English translation, the Chinese version shall prevail.

Table of Contents
Meeting Agenda:
Call the Meeting to Order
Chairman Remarks
I. Matters to Report
1. 2025 Business Report...1
2. 2025 Audit Committee's Review Report...1
3. The Status of Cash dividends for Distribution of 2025 Profits...1
4. The Status of Distribution Remuneration of Employees and Directors in 2025...1
5. Report on the Execution Status of the Treasury Share Buyback...2
II. Matters for Adoption
1. Adoption of the 2025 Business Report and Financial Statements...3
2. Adoption of the proposal for Distribution of 2025 Profits...3
III. Matters for Discussion
1. Proposal for amendment of "Procedures for Acquisition or Disposal of Assets"...4
2. Proposal for the Issuance of Restricted Employee Shares...4
IV. Other Motions
1. Proposal to Release the Company's Directors and Their Representatives from Non-Competition Restrictions...7
V. Questions and Motions
VI. Adjournment
Attachments
- Business report ... 8
- 2025 Parent company only financial statements and independent auditors' report ... 12
- 2025 Consolidated financial statements and independent auditors' report ... 19
- Comparison Table for Amendment to the "Procedures for Acquisition or Disposal of Assets" ... 26
- 2026 Rules Governing the Issuance of New Restricted Employee Shares ... 30
- Statement of Major Positions Held by Directors in Other Companies (Including Independent Directors) ... 34
Appendix
- Rules of Procedure for Shareholders Meeting ... 36
- Articles of Incorporation ... 42
- Shareholdings of all directors ... 45
I. Matters to Report
- 2025 Business Report
Explanation: Please refer to Attachment 1. (page.8~page.11)
- 2025 Audit Committee's Review Report
2025 annual business report, financial statements and earnings allocation proposal, etc., are prepared by the board of directors, among which the financial statements were audited by Accountants Wu, Chia Han and Wu, Chung Shun. of KPMG Taiwan and issued the audit report. The above business report, financial statement and earnings allocation proposal have been reviewed by us as Audit Committee of the Company and found to be consistent.
Pursuant to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby submit this review report for your consideration.
Submit to
2026 Annual Meeting of Shareholders, Auden Techno Corp.
Chairman of the Audit Committee: Chou, Chun-Hung
March 10th, 2026
- The Status of Cash dividends for Distribution of 2025 Profits
(1) Pursuant to Item 5 of Article 240 of the Company Act and Article 19-1 of the Articles of Incorporation, in circumstances where dividends are distributed in cash, the Board is authorized to determine the distribution and shall report it to the Shareholders' Meeting.
(2) The Board has approved the appropriation of cash dividends of NTD 84,008,453 (NTD 1.67/per share). The expected cash dividend payout date is August 21th, 2026.
- The Status of Distribution Remuneration of Employees and Directors in 2025
The company, in a board resolution dated March 10th, 2026, in accordance with Article 19 of the company's Articles of Incorporation, has decided that if the company has profits in any given year, no less than 2% of the profits shall be allocated for employee compensation, and no more than 2% shall be allocated for director compensation. For the fiscal year 2025, employee compensation was allocated an amounting of NT$ 1,742,643, and director compensation was allocated an amounting of NT$ 1,568,378. Both compensations will be paid in cash.
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5. Report on the Execution Status of the Treasury Share Buyback
(1) As of April 27, 2026, the implementation of the Company's repurchases of treasury stock is as follows:
| No. of repurchase | First | Second |
|---|---|---|
| Board Resolution Date | 2025/04/15 | 2025/06/19 |
| Purpose of Repurchase | Transfer of shares to employees | Transfer of shares to employees |
| Repurchase period | 2025/04/17~2025/06/16 | 2025/06/20~2025/08/19 |
| Price range of repurchase | NT$60.00~ NT$120.00 | |
| (It is allowed to continue the execution if the market price is lower than the lower limit of the proposed price range.) | NT$70.00~ NT$130.00 | |
| (It is allowed to continue the execution if the market price is lower than the lower limit of the proposed price range.) | ||
| Shares estimated for the buyback | 2,000,000 shares | 1,000,000 shares |
| Bought shares | 1,150,000 shares | 913,000 shares |
| Amount of repurchased shares | NT$ 101,490,317 | NT$ 84,771,800 |
| The number of repurchased shares to estimated repurchase number (%) | 57.50 % | 91.30 % |
| The average buyback price per share | NT$ 88.25 | NT$ 92.85 |
| Number of Shares Cancelled or Transferred | None | None |
| Accumulated Number of Shares Held by the Company | 1,150,000 shares | 2,063,000 shares |
| Accumulated Number of Shares Held by the Company as a Percentage of Total Issued Shares (%) | 2.29% | 4.10% |
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II. Matters for Adoption
No. 1: (Proposed by the Board of Directors)
Proposal: Adoption of the 2025 Business Report and Financial Statements.
Explanation:
(1) The Business Report and Company's financial statements for the year 2025 have been reviewed by the Audit Committee and approved by the Board of Directors. For details regarding the business report and financial statements, please refer to Attachments 2 to 3 (pages 12 to 25).
(2) Adoption is respectively requested.
Resolution:
No. 2: (Proposed by the Board of Directors)
Proposal: Adoption of the Proposal for Distribution of 2025 Profits.
Explanation:
(1) The proposed dividend distribution pertains to the distributable retained earnings for the year 2025. A cash dividend of NT$ 1.67 per share will be distributed. The dividend distribution table is attached as follows:
AUDEN TECHNO CORP.
Profit Distribution Table of Year 2025
Unit: NTD
| Item | Amount |
|---|---|
| Beginning retained earnings | $445,834,788 |
| Actuarial Gains (Losses) Recognized in Retained Earnings | $1,630,436 |
| Disposal of Financial Assets at Fair Value through Other | $50,347,400 |
| Comprehensive Income Recognized in Retained Earnings | |
| Cancellation of Treasury Shares | 0 |
| Current profit after tax | $73,927,391 |
| 10% Legal reserve | (12,590,523) |
| Distributable net profit | $559,149,492 |
| Distribution items : | |
| Cash Dividends to Shareholders (NTD$1.67per share) | (84,008,453) |
| Unappropriated retained earnings | $475,141,039 |
(2) The distribution of cash dividends to shareholders will be calculated using the "rounding down to the nearest whole dollar" method. Any fractional amounts below NT$1 will be adjusted in order from the largest decimal digits to the smallest, and by account number in sequence, until the total cash dividend distribution amount is met.
(3) In the future, if the number of outstanding shares is affected by the repurchase of the Company's shares or other factors, resulting in a change in the dividend distribution rate to shareholders, and a correction is required, it is proposed to authorize the Chairman to handle the matter at their discretion.
(4) Adoption is respectively requested.
Resolution:
III. Matters for Discussion
No. 1: (Proposed by the Board of Directors)
Proposal: Proposal for Amendment to the “Procedures for Acquisition or Disposal of Assets”
Explanation:
(1) To comply with amendments to applicable regulations and actual operational needs, certain provisions of the “Procedures for Acquisition or Disposal of Assets” are proposed to be amended. Please refer to Attachment 4(pages 26-29) for the comparison table of the amended provisions.
(2) Approval is respectively requested.
Resolution:
No. 2: (Proposed by the Board of Directors)
Proposal: Proposal for the Issuance of Restricted Employee Shares
Explanation:
(1) To attract and retain the necessary professional talents, motivate employees, and enhance employee cohesion in order to jointly create value for the company and its shareholders, it is proposed to submit for approval at the shareholders' meeting the issuance of restricted employee shares. The issuance will take place within two years from the date the notification of effectiveness from the competent authority is received. The issuance may occur once or in multiple tranches, depending on actual needs. The actual issuance date will be determined by the Chairman, as authorized by the Board of Directors.
(2) The details of the issuance are described as follows:
A. Total Issuance Amount: The shares to be issued and allocated to employees are common stock, with a total issuance amount of NT$3,000,000, at a par value of NT$10 per share, amounting to 300,000 shares.
B. Issuance Conditions: The issuance price is NT$0 per share for the restricted employee shares.
C. Eligibility Criteria and Number of Shares Allocated to Employees:
a. Eligibility Criteria: Full-time employees who have already been employed by the Company and its controlling and subsidiary companies (as defined by Articles 369-2, 369-3, 369-9, and 369-11 of the Company Act) on the date of granting the restricted employee shares, and who have been evaluated as having special contributions or being key talents necessary for the company's operations. The actual employees granted restricted employee shares and the number of shares allocated will be determined based on factors such as years of service, job grade, work performance, overall contribution, special achievements, or other management factors. The distribution standard will be drafted by the Chairman and processed as follows:
i. Employees who are managers or concurrently serving as directors of the Company must first obtain approval from the Company's Compensation and Remuneration Committee before being submitted to the Board of Directors for resolution. Employees from controlling or subsidiary companies who are also managers or directors of the Company must follow the same procedure, with approval from the Compensation and Remuneration Committee and the Board of Directors.
ii. Employees of the Company, controlling, or subsidiary companies, who do not meet the conditions in i., must first obtain approval from the Company's Audit Committee before being submitted to the Board of Directors for resolution.
b. Number of Shares Allocated: The total number of restricted employee shares and the number of shares the employee may subscribe to, including the number of shares that can be subscribed to under employee stock warrants issued according to Article 56-1 of the "Regulations Governing the Handling of Securities by Issuers," shall not exceed 0.3% of the total number of shares issued by the Company. Additionally, the total number of shares, including those under employee stock warrants, shall not exceed 1% of the total number of shares issued. However, if special approval is obtained from the relevant government authorities, the total number of employee stock warrants and restricted employee shares held by a single employee may exceed the aforementioned percentage limitations.
D. Vesting Conditions:
a. Years of Service
i. Employees who remain employed for one year after receiving restricted employee shares will be entitled to 30% of the shares, with additional allocation based on individual performance.
ii. Employees who remain employed for two years after receiving restricted employee shares will be entitled to 30% of the shares, with additional allocation based on individual performance.
iii. Employees who remain employed for three years after receiving restricted employee shares will be entitled to 40% of the shares, with additional allocation based on individual performance.
b. Individual Performance: Beginning from the year of issuance, employees whose individual performance rating is "A" shall vest 100% of the shares allocated for that year; employees whose individual performance rating is "B" shall vest 75% of the shares allocated for that year; employees whose individual performance rating is "C" shall vest 25% of the shares allocated for that year; and employees whose individual performance rating is "D" shall vest 0% of the shares allocated for that year.
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E、Handling of Employees Who Do Not Meet Vesting Conditions: If an employee does not meet the vesting conditions, the Company reserves the right to reclaim, cancel, and change the registration of the restricted employee shares that have not been vested, without compensation. Any stock dividends or cash dividends allocated during the period before vesting will be provided to the employee without charge.
F、Necessity of the Issuance of Restricted Employee Shares: The purpose of this issuance is to motivate employees and enhance employee cohesion in order to jointly create value for the company and its shareholders, and to ensure that the interests of the company's management and employees are aligned with those of the shareholders.
G、Estimated Potential Expense: The Company will measure the fair value of the stock on the grant date (issuance date) and recognize the related expense over the vesting period. If all vesting conditions are met, the estimated potential expense is NT$ 47,250,000 (based on an estimated fair value of NT$157.5 per share), with an annual expense of approximately NT$ 15,750,000 over the three-year vesting period.
H、Dilution of Earnings Per Share and Impact on Shareholder Interests: Based on the current number of shares outstanding (51,736,000 shares), the annual dilution of earnings per share is estimated to be approximately NT$0.3 per share over the three-year vesting period. The impact on earnings per share is limited, and therefore, there is no significant impact on shareholder equity.
(3) In the event of any changes due to directives from the competent authorities, legal provisions, or financial market conditions, it is proposed to authorize the Board of Directors to handle all related matters.
(4) Issuance Guidelines for Restricted Employee Shares please refer to Attachment 5 (pages 30-33).
(5) Approval is respectively requested.
Resolution:
IV. Other Motions
No. 1: (Proposed by the Board of Directors)
Proposal: Proposal to Release the Company's Directors and Their Representatives from Non-Competition Restrictions
Explanation:
(1) In accordance with Article 209 of the Company Act, directors must explain the important details of any actions they take that fall within the business scope of the company, whether for themselves or on behalf of others, to the shareholders' meeting, and obtain approval.
(2) Since certain directors of the Company may invest in or operate other companies engaging in the same or similar business scope as that of the Company and serve as directors thereof, and provided that there is no detriment to the interests of the Company, it is proposed, pursuant to applicable laws, that the Annual Shareholders' Meeting approve the release of non-competition restrictions. For the statement of major positions held by directors in other companies (including independent directors), please refer to the Attachment 6. (pages 34-35).
(3) Approval is respectively requested.
Resolution:
V. Questions and Motions
VI. Adjournment
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Attachment 1
2025 Business Report
I. The Operating Performance
(I) The implementation of the business plan
Our company is principally engaged in the wireless communications and related product sectors, focusing on the research and development, manufacturing, and sales of products with high technological content and high added value. By continuously enhancing its R&D capabilities, product competitiveness, and overall operational efficiency, the Company maintains a solid competitive advantage in the market. In addition to continuously expanding into market-oriented new technologies and products, the Company has also steadily advanced product verification, application integration, and commercialization as important foundations for sustainable operational growth.
In the first half of 2025, the global political and economic environment was affected by market expectations regarding tariff increases under the "Trump 2.0" policy and significant exchange rate fluctuations caused by a strong U.S. dollar. These factors imposed greater cost-transfer pressure on the communications industry supply chain and slowed customers' inventory replenishment pace. In response to these external challenges, the Company swiftly adjusted its business strategies and successfully achieved a strong rebound in operating momentum and a return to profitability in the third quarter, turning annual earnings from negative to positive. Amid intensified external challenges, Auden not only improved operational efficiency by optimizing design processes through artificial intelligence technologies, but also demonstrated outstanding operational resilience and successful profit transformation through flexible business models and advanced technological deployment in a volatile market environment.
Although intensified operational challenges and cost pressures resulted in a decline in overall profitability compared with the previous year, the Company successfully drove a significant recovery in second-half operations through operational adjustments, efficiency improvements, and the continued advancement of business momentum across all business units. As a result, annual revenue still achieved slight growth against market trends while maintaining a positive profit foundation.
For 2025, the Company's consolidated operating revenue amounted to NT$1,742,629 thousand, representing an increase of 2.05% compared with NT$1,707,590 thousand in 2024. Consolidated net income for 2025 amounted to NT$73,893 thousand, representing a decrease of 50.88% compared with NT$150,424 thousand in 2024. Net income attributable to owners of the parent company for 2025 amounted to NT$73,928 thousand, with basic earnings per share of NT$1.50.
(II) Budget implementation
The Company has not provided a financial forecast for 2025, so it is not applicable.
(III) Analysis of receipts, expenditures, and profitability
Unit: In thousands of New Taiwan Dollar
| Item | Annual | 2024 | 2025 |
|---|---|---|---|
| Operating Revenue | 1,707,590 | 1,742,629 | |
| Gross Profit on sale | 697,414 | 708,745 | |
| Operating Expense | 610,599 | 633,361 | |
| Operating Income | 86,815 | 75,384 | |
| Non-operating income and expenses | 86,423 | 13,126 | |
| Profit before tax | 173,238 | 88,510 | |
| Net Profit | 150,424 | 73,893 | |
| Net Profit (attributable to the parent company) | 152,222 | 73,928 | |
| Total Comprehensive Income for the Year | 212,101 | 96,557 | |
| Return on Equity | 7.85 | 3.54 | |
| Net Profit Margin | 8.81 | 4.24 | |
| Earnings per share (after tax) | 3.05 | 1.50 |
II. The Operating Prospect
Wireless Communication RF Antennas and Modules
Wireless RF technology is the core technical strength of our company and the main source of revenue and profits. To gain a competitive edge in the B5G/6G markets, we will continue to invest resources in developing both hardware and software technologies to enhance our technical capabilities and improve market competitiveness. Leveraging our long-term accumulated core technologies and R&D achievements, we are expanding into satellite communication, maritime applications, mobile network integration, the Internet of Things (IoT), and biomedical fields.
Measurement Equipment Sales
Measurement equipment mainly involves acting as the agent for SPEAG's Swiss radio wave energy absorption measurement equipment, providing after-sales service and technical support. Due to the market monopoly of this product, it has been a stable source of revenue and profit for our company. Additionally, we have started introducing satellite-related test equipment, expanding into a new product line. We have successfully partnered with key satellite communication simulation and antenna test equipment manufacturers from Canada and Denmark, and will continue negotiations to represent other marketable measurement equipment, enhancing operational momentum.
Measurement Certification Services
Measurement certification services help customers rapidly pass performance and cybersecurity regulations set by governments, alliances, and companies around the world for 5G base stations, wireless communication products, and IoT products. This enables customers to obtain international recognition and accelerates the timeline for their products from R&D to market launch. For the satellite communication products newly developed by the group, we have extended our validation services to include certification for satellite ground-based transmission and reception equipment, providing a one-stop integrated service for our customers.
III. Impact of External Industry Competition, Regulatory Environment, and Overall Business Environment
External Industry Competition Environment
In 2025, the international landscape is expected to remain highly volatile, driven by rising geopolitical tensions and protectionism. The increasing emphasis on localized technologies and manufacturing, together with the growing bloc-based cooperation among nations, will bring many uncertainties to the communications technology and industry as a whole. At the same time, heightened tensions among countries have made communications infrastructure a critical component of national security, thereby driving substantial demand and innovation in communications technologies. 5G technology is rapidly evolving toward 6G development, while introducing greater possibilities for multi-network architectures. In the field of mobile communications, developments continue to focus on open architecture, multi-orbit satellite integration, AI edge computing, and satellite IoT applications that better address practical needs. These advancements are expected to lead the global networking and communications industry into a new era that better safeguards human life and social stability.
From the competitive perspective, it can be observed that with the continuous evolution of networking and communications technologies and the advancement of globalization, the industry is facing an increasingly complex competitive landscape. Competitors and related enterprises continue to invest in the research and development of next-generation antenna technologies. Examples include direct-to-cell satellite communications, standardized broadband satellite communications under 3GPP NTN specifications, and 6G sensing communication networks, all of which are continuously expanding communications into areas previously difficult to reach.
In response to changes in the external industry environment and competitive landscape, Auden Technology has accelerated the adoption of AI technologies to optimize overall design and operational efficiency. The Company has also actively participated in international standard organizations, taking on a more influential role in technology development. Through close collaboration with international partners and cross-disciplinary integration among academic institutions, the Company is actively developing next-generation communication system products. In terms of brand positioning, Auden is gradually transforming into a provider of comprehensive communication solutions while firmly maintaining its role as a key technical expert in the antenna field. Leveraging its extensive communications expertise, the Company continues to maintain its competitive advantages and market position amid an increasingly competitive environment.
Regulatory and Overall Business Environment
The communications industry is closely tied to regional application demands. National characteristics, cultural habits, and economic resilience all influence the development of communication technologies and the formulation of regulations. Amid the gradually fragmenting international market environment, technological standards are likely to evolve toward two or more distinct systems, signaling the onset of what is often referred to as the "post-space era" competitive landscape. For the mobile
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communications industry, the careful selection of customers and strategic partners will therefore have profound implications. Several international organizations, including 3GPP, have begun to exhibit divisions led respectively by the United States or China. These developments may affect international standard definitions, spectrum planning, and even interoperability agreements. Having been deeply involved in the 5G Open RAN (O-RAN) and low-earth-orbit satellite industries for many years, Auden has gained profound insight into the influence of global standards organizations and international political and economic developments. Accordingly, the Company continuously monitors industry regulations, actively participates in discussions and exchanges regarding satellite-related specifications, and closely tracks global market trends and regulatory policy directions. This ensures that newly developed products and services comply with regulatory requirements and market developments, while enabling the Company to maintain close collaboration with international customers, strategic partners, and government resources. Through flexible and adaptive business models, Auden remains well positioned to respond to challenging market environments.
IV. Future Development Strategy
With the growth trend of the wireless communications industry and the gradual expansion of product applications, the Company will continue to focus on the integration of NTN (Non-Terrestrial Networks) with terrestrial mobile communications, the development and application of maritime systems, as well as the continuous integration of hardware and software technologies for products related to the Industrial Internet of Things (IIoT) and biomedical fields. The Company will also actively develop new B5G/6G markets to enhance operational momentum.
Our Company's product and technology development directions are as follows:
- Focusing on wireless communication technologies as the core development axis, the Company will continue to establish integrated hardware and software technologies for RF, SAR, and bio-magnetic applications across various frequency bands.
- Centering R&D efforts on products for satellite communications, mobile communications, IoT, and biomedical markets, the Company aims to develop highly competitive wireless RF communication products.
- Integrating cross-disciplinary technologies and products to expand into emerging application fields for wireless communication products, including maritime and aerospace communications.
Auden Techno Corp. continues to provide customers with one-stop horizontal integration services in wireless communications, covering product planning, R&D design, mass production testing, and market certification. Through this approach, the Company helps customers shorten development timelines, reduce wasted R&D resources, and accelerate product commercialization.
Chairman: Chang, Yu-Pin
Manager: Chang, Yu-Pin
Chief Accountant: Tu, Li-Shan
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Attachment 2
Independent Auditors' Report
To the Board of Directors of Auden Techno Corp.:
Opinion
We have audited the accompanying parent company only financial statements of Auden Techno Corp. ("the Company"), which comprise the statements of financial position as of December 31, 2024 and 2023, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the parent company only financial statements, including a summary of material accounting policies.
In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the accompanying financial position of the Company as of December 31, 2024 and 2023, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent company only financial statements for the year ended December 31, 2024. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Revenue Recognition
Please refer to notes 4(n) and 6(v) for the related to disclosures on the revenue recognition of the parent company only financial statements.
Description of the key audit matter
The Company's operating income is a key indicator for management to evaluate the financial or business performance, and is highly expected by the investors. Therefore, the revenue recognition has been identified as a key audit matter.
How the matter was addressed in our audit:
Our audit procedures include testing the effectiveness of the design and implementation of the internal controls in relation to sales and cash collection, conducting trend analysis for the top ten customers by comparing the changes or differences to evaluate if there is any significant irregularity, performing random sample checking on the sales transactions to evaluate the authenticity of these transactions, the correctness of the recognized amount of sales revenue and the reasonableness of the timing of recording, and reviewing samples of sales transactions for a specified period before and after the end of the year to assess the correctness of the revenue attribution period and recognition.
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Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements
Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including members of the Audit Committee) are responsible for overseeing the Company's financial reporting process.
Auditors' Responsibilities for the Audit of the Parent Company Only Financial Statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the parent company only financial statements whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
- Obtain sufficient appropriate audit evidence regarding the financial information of the investment in other entities accounted for using the equity method to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the audit.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements for the year ended December 31, 2024 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.
The engagement partners on the audit resulting in this independent auditors' report are Wu, Chia-Han and Wu, Chung-Shun.
KPMG
Taipei, Taiwan (Republic of China)
March 6, 2025
Notes to Readers
The accompanying parent company only financial statements are intended only to present the financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such parent company only financial statements are those generally accepted and applied in the Republic of China.
The independent auditors' report and the accompanying parent company only financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors' report and parent company only financial statements, the Chinese version shall prevail.
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(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)
Auden Techno Corp.
Parent Company Only Statements of Financial Position
December 31, 2025 and 2024
(All amounts expressed in thousands of New Taiwan dollars)
| Assets | December 31, 2025 | December 31, 2024 | Liabilities and Equity | December 31, 2025 | December 31, 2024 | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| Amount | % | Amount | % | Amount | % | Amount | % | |||
| 11xx | Current assets: | 21xx | Current liabilities: | |||||||
| 1100 | Cash and cash equivalents (note 6(a)) | $ 799,308 | 20 | 498,040 | 14 | 2100 | Short-term borrowings (notes 6(m) and 8) | $ 339,000 | 9 | 261,000 |
| 1113 | Current financial assets at fair value through profit or loss (note 6(b)) | - | - | 10,075 | - | 2150 | Notes payable | - | - | 123 |
| 1150 | Notes receivable, net (notes 6(d) and (v)) | 210 | - | 8 | - | 2170 | Accounts payable | 45,904 | 1 | 42,115 |
| 1170 | Accounts receivable, net (notes 6(d) and (v)) | 431,422 | 11 | 382,767 | 11 | 2180 | Accounts payable - related parties (note 7) | 195,216 | 5 | 169,333 |
| 1180 | Accounts receivable - related parties, net (notes 6(d), (v) and 7) | 36,801 | 1 | 20,323 | 1 | 2200 | Other payables (note 6(w)) | 492,137 | 12 | 271,045 |
| 1200 | Other receivables (note 6(e)) | 7,926 | - | 8,195 | - | 2220 | Other payables - related parties (note 7) | 2,119 | - | 825 |
| 1210 | Other receivables - related parties (notes 6(e) and 7) | 21,719 | 1 | 42,837 | 2 | 2280 | Current lease liabilities (note 6(p)) | 15,791 | - | 476 |
| 1220 | Current income tax assets | 4,147 | - | 2,449 | - | 2320 | Long term liabilities due during a year or operating cycle (notes 6(n), (o) and 8) | 5,236 | - | 405,043 |
| 130X | Inventories (note 6(f)) | 95,269 | 2 | 72,291 | 2 | - | - | 24,413 | 1 | 41,296 |
| 1410 | Prepayments | 34,089 | 1 | 29,466 | 1 | 2399 | Other current liabilities (notes 6(s) and (v)) | 24,413 | 1 | 41,296 |
| 1476 | Other financial assets - current (notes 6(l), (o) and 8) | - | - | 400,000 | 11 | Total current liabilities | 1,119,816 | 28 | 1,191,256 | |
| 1479 | Other current assets | 33 | - | 124 | - | 25xx | Non-Current liabilities: | |||
| Total current assets | 1,430,924 | 36 | 1,466,575 | 42 | 2530 | Bonds payables (note 6(o)) | 668,606 | 17 | - | |
| 15xx | Non-current assets: | 2540 | Long-term borrowings (notes 6(n) and 8) | 75,920 | 2 | 81,156 | ||||
| 1510 | Non-current financial assets at fair value through profit or loss (note 6(b)) | 4,143 | - | 36,343 | 1 | 2570 | Deferred tax liabilities (note 6(r)) | 74,424 | 2 | 78,255 |
| 1517 | Non-current financial assets at fair value through other comprehensive income (note 6(c)) | 178,868 | 4 | 146,340 | 4 | 2640 | Non-current lease liabilities (note 6(p)) | 98,574 | 2 | 560 |
| 1550 | Investments accounted for using equity method (notes 6(g) and (t)) | 949,959 | 23 | 938,724 | 26 | Non-current net defined benefit liability (note 6(q)) | - | - | 1,043 | |
| 1600 | Property, plant and equipment (notes 6(h), 7 and 8) | 1,115,310 | 28 | 846,637 | 24 | 2xxx | Guarantee deposits | 130 | - | 130 |
| 1755 | Right-of-use assets (note 6(i)) | 112,414 | 3 | 1,026 | - | 31xx | Total non-current liabilities | 917,654 | 23 | 161,144 |
| 1760 | Investment property (note 6(j)) | 37,258 | 1 | 37,632 | 1 | Total liabilities | 2,037,470 | 51 | 1,352,400 | |
| 1780 | Intangible assets (note 6(k)) | 21,235 | - | 24,031 | 1 | 3110 | Equity attributable to owners of parent (notes 6(g), (o), (q), (s) and (t)): | |||
| 1840 | Deferred tax assets (note 6(r)) | 20,220 | 1 | 20,608 | 1 | 3200 | Ordinary shares | 503,045 | 13 | 503,104 |
| 1975 | Net defined benefit asset - non-current | 1,057 | - | - | - | 3300 | Capital surplus | 933,957 | 23 | 890,313 |
| 1980 | Other financial assets - non-current (notes 6(l), (o) and 8) | 5,440 | - | 2,019 | - | 3400 | Retained earnings | 743,373 | 18 | 743,242 |
| 1990 | Other non-current assets - others | 162,230 | 4 | 2,056 | - | 3500 | Other equity interest | 7,475 | - | 32,932 |
| Total non-current assets | 2,608,134 | 64 | 2,055,416 | 58 | 3xxx | Treasury Shares | (186,262) | (5) | - | |
| 1xxx | Total assets | $ 4,039,058 | 100 | 3,521,991 | 100 | 2-3xxx | Total equity | 2,001,588 | 49 | 2,169,591 |
| Total liabilities and equity | $ 4,039,058 | 100 | 3,521,991 |
See accompanying notes to parent company only financial statements.
(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)
Auden Techno Corp.
Parent Company Only Statements of Comprehensive Income
For the years ended December 31, 2025 and 2024
(All amounts expressed in thousands of New Taiwan dollars)
| 2025 | 2024 | ||||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4000 | Operating revenue (notes 6(v) and 7) | $ 1,365,321 | 100 | 1,322,868 | 100 |
| 5000 | Operating costs (notes 6(f) and 7) | 847,889 | 62 | 802,722 | 61 |
| 5900 | Gross profit | 517,432 | 38 | 520,146 | 39 |
| 5910 | Less: Unrealized profit (loss) from sales | (784) | - | (7,537) | (1) |
| 5900 | Gross profit | 518,216 | 38 | 527,683 | 40 |
| 6000 | Operating expenses (notes 6(d), (q), (t), (w) and 7): | ||||
| 6100 | Selling expenses | 148,855 | 11 | 144,867 | 11 |
| 6200 | Administrative expenses | 118,175 | 9 | 124,725 | 10 |
| 6300 | Research and development expenses | 200,005 | 15 | 186,993 | 14 |
| 6450 | (Reversal of) expected credit losses | (183) | - | 183 | - |
| Total operating expenses | 466,852 | 35 | 456,768 | 35 | |
| 6900 | Net operating income | 51,364 | 3 | 70,915 | 5 |
| 7000 | Non-operating income and expenses (notes 6(c), (o), (p), (x) and 7): | ||||
| 7100 | Interest income | 9,163 | 1 | 9,685 | 1 |
| 7010 | Other income | 38,773 | 3 | 50,253 | 4 |
| 7020 | Other gains and losses | (16,315) | (1) | 38,884 | 3 |
| 7050 | Finance costs | (21,495) | (2) | (12,037) | (1) |
| 7070 | Share of profit of the subsidiaries accounted for using equity method | 22,332 | 2 | 14,153 | 1 |
| Total non-operating income and expenses | 32,458 | 3 | 100,938 | 8 | |
| 7900 | Income before income tax | 83,822 | 6 | 171,853 | 13 |
| 7950 | Less: Income tax expenses (note 6(r)) | 9,894 | 1 | 19,631 | 1 |
| Net income | 73,928 | 5 | 152,222 | 12 | |
| 8300 | Other comprehensive income (notes 6(q), (r) and (s)): | ||||
| 8310 | Items that will not be reclassified subsequently to profit or loss | ||||
| 8311 | Remeasurement of defined benefit plans | 2,038 | - | 686 | - |
| 8316 | Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income | 34,708 | 3 | 30,168 | 2 |
| 8349 | Less: income tax related to items that will not be reclassified subsequently to profit or loss | 407 | - | 137 | - |
| Total items that will not be reclassified subsequently to profit or loss | 36,339 | 3 | 30,717 | 2 | |
| 8360 | Items that may be reclassified subsequently to profit or loss: | ||||
| 8361 | Foreign currency translation differences for foreign operations | (13,675) | (1) | 30,960 | 2 |
| 8399 | Less: income tax related to components of other comprehensive income that will be reclassified subsequently to profit or loss | - | - | - | - |
| Total items that will be reclassified subsequently to profit or loss | (13,675) | (1) | 30,960 | 2 | |
| 8300 | Other comprehensive income (loss), net of tax | 22,664 | 2 | 61,677 | 4 |
| 8500 | Total comprehensive income | $ 96,592 | 7 | 213,899 | 16 |
| Earnings per share (expressed in New Taiwan dollars) (note 6(u)) | |||||
| 9750 | Basic earnings per share | $ | 1.50 | 3.05 | |
| 9850 | Diluted earnings per share | $ | 1.50 | 3.04 |
See accompanying notes to parent company only financial statements.
(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)
Auden Techno Corp.
Parent Company Only Statements of Changes in Equity
For the years ended December 31, 2025 and 2024
(All amounts expressed in thousands of New Taiwan dollars)
| Ordinary shares | Capital surplus | Retained earnings | Other equity interest | Treasury shares | Total equity | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Legal reserve | Special reserve | Unappropriated earnings | Total | Exchange differences on translation of foreign financial statements | Unrealized gains (losses) on flancial assets at fair value through other comprehensive income | Others | Total | |||||
| Balance at January 1, 2024 | $ 468,004 | 505,922 | 107,042 | 28,767 | 585,425 | 721,234 | (33,038) | 10,236 | (9,999) | (32,801) | - | 1,662,359 |
| Appropriation and distribution of retained earnings: | ||||||||||||
| Legal reserve | - | - | 20,546 | - | (20,546) | - | - | - | - | - | - | - |
| Cash dividends of ordinary shares | - | - | - | - | (130,763) | (130,763) | - | - | - | - | - | (130,763) |
| Net income for the year | - | - | - | - | 152,222 | 152,222 | - | - | - | - | - | 152,222 |
| Other comprehensive income (loss) for the year | - | - | - | - | 549 | 549 | 30,960 | 30,168 | - | 61,128 | - | 61,677 |
| Total comprehensive income (loss) for the year | - | - | - | - | 152,771 | 152,771 | 30,960 | 30,168 | - | 61,128 | - | 213,899 |
| Issue of shares | 35,000 | 383,830 | - | - | - | - | - | - | - | - | - | 418,830 |
| Restricted stock to employee adjustments | 100 | 565 | - | - | - | - | - | - | (665) | (665) | - | - |
| Share-based payments | - | (4) | - | - | - | - | - | - | 5,270 | 5,270 | - | 5,266 |
| Balance at December 31, 2024 | 503,104 | 890,313 | 127,588 | 28,767 | 586,887 | 743,242 | (2,078) | 40,404 | (5,394) | 32,932 | - | 2,169,591 |
| Appropriation and distribution of retained earnings: | ||||||||||||
| Legal reserve | - | - | 15,277 | - | (15,277) | - | - | - | - | - | - | - |
| Cash dividends of ordinary shares | - | - | - | - | (125,776) | (125,776) | - | - | - | - | - | (125,776) |
| Share option -equity components recognized for convertible bonds issued (Preference share) | - | 44,409 | - | - | - | - | - | - | - | - | - | 44,409 |
| Net income for the year | - | - | - | - | 73,928 | 73,928 | - | - | - | - | - | 73,928 |
| Other comprehensive income (loss) for the year | - | - | - | - | 1,631 | 1,631 | (13,675) | 34,708 | - | 21,033 | - | 22,664 |
| Total comprehensive income (loss) for the year | - | - | - | - | 75,559 | 75,559 | (13,675) | 34,708 | - | 21,033 | - | 96,592 |
| Purchase of treasury share | - | - | - | - | - | - | - | - | - | - | (186,262) | (186,262) |
| Restricted stock to employee adjustments | (59) | (716) | - | - | - | - | - | - | 775 | 775 | - | - |
| Share-based payment | - | (49) | - | - | - | - | - | - | 3,083 | 3,083 | - | 3,034 |
| Disposal of investments in equity instruments designated at fair value through other comprehensive income | - | - | - | - | 50,348 | 50,348 | - | (50,348) | - | (50,348) | - | - |
| Balance at December 31, 2025 | $ 503,045 | 933,957 | 142,865 | 28,767 | 571,741 | 743,373 | (15,753) | 24,764 | (1,536) | 7,475 | (186,262) | 2,001,588 |
See accompanying notes to parent company only financial statements.
(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)
Auden Techno Corp.
Parent Company Only Statements of Cash Flows
For the years ended December 31, 2025 and 2024
(All amounts expressed in thousands of New Taiwan dollars)
| 2025 | 2024 | |
|---|---|---|
| Cash flows from (used in) operating activities: | ||
| Income before tax | $ 83,822 | 171,853 |
| Adjustments: | ||
| Adjustments to reconcile profit and loss | ||
| Depreciation expense | 30,753 | 24,084 |
| Amortization expense | 12,589 | 7,369 |
| (Reversal of) expected credit losses | (183) | 183 |
| Net loss (gain) on financial assets or liabilities at fair value through profit or loss | 1,434 | (863) |
| Interest expense | 21,495 | 12,037 |
| Interest income | (9,163) | (9,685) |
| Dividend income | (2,035) | (1,315) |
| Share-based payments | 1,555 | 3,816 |
| Share of profit of subsidiaries accounted for using equity method | (22,332) | (14,153) |
| Gain on disposal of property, plant and equipment | (28) | - |
| Unrealized profit (loss) from sales | (784) | (7,537) |
| Total adjustments to reconcile profit and loss | 33,301 | 13,936 |
| Changes in operating assets and liabilities relating: | ||
| Net changes in operating assets: | ||
| Notes receivable | (202) | (8) |
| Accounts receivable | (48,472) | (57,334) |
| Accounts receivable - related parties | (16,478) | (2,897) |
| Other receivables | 269 | 18,261 |
| Other receivables - related parties | 21,118 | (23,414) |
| Inventories | (22,978) | 103,830 |
| Prepayments | (4,623) | (10,688) |
| Other current assets | 91 | 2,581 |
| Total net changes in operating assets | (71,275) | 30,331 |
| Net changes in operating liabilities: | ||
| Notes payable | (123) | - |
| Accounts payable | 3,789 | (4,733) |
| Accounts payable - related parties | 25,883 | 8,393 |
| Other payables | 7,140 | (25,573) |
| Other payables - related parties | 1,294 | 470 |
| Other current liabilities | (16,883) | (68,365) |
| Net defined benefit liability | (62) | (53) |
| Total net changes in operating liabilities | 21,038 | (89,861) |
| Total net changes in operating assets and liabilities | (50,237) | (59,530) |
| Total adjustments | (16,936) | (45,594) |
| Cash inflow generated from operations | 66,886 | 126,259 |
| Interest received | 9,163 | 9,685 |
| Dividends received | 2,035 | 1,315 |
| Interest paid | (7,586) | (7,790) |
| Income taxes paid | (15,442) | (32,043) |
| Net cash flows from operating activities | 55,056 | 97,426 |
| Cash flows from (used in) investing activities: | ||
| Acquisition of financial assets at fair value through other comprehensive income | (10,401) | (30,000) |
| Disposal of financial assets at fair value through other comprehensive income | 53,772 | - |
| Acquisition of financial assets at fair value through profit or loss | - | (45,555) |
| Acquisition of investments accounted for using equity method | - | (51,151) |
| Acquisition of property, plant and equipment | (77,614) | (210,228) |
| Proceeds from disposal of property, plant and equipment | 28 | - |
| Acquisition of intangible assets | (9,793) | (28,622) |
| Increase (decrease) in other financial assets - non-current | 396,579 | (281,705) |
| Increase in other non-current assets | (160,174) | (1,516) |
| Net cash flows from (used in) investing activities | 192,397 | (648,777) |
| Cash flows from (used in) financing activities: | ||
| Increase in short-term loans | 190,000 | 371,000 |
| Decrease in short-term loans | (112,000) | (160,000) |
| Proceeds from issuing bonds | 698,041 | - |
| Repayments of bonds | (400,000) | - |
| Repayments of long-term loans | (5,236) | (103,608) |
| Payment of lease liabilities | (4,952) | (1,875) |
| Cash dividends paid | (125,776) | (130,763) |
| Proceeds from issuing shares | - | 380,765 |
| Cost of increases in treasury stock | (186,262) | - |
| Net cash flows from financing activities | 53,815 | 355,519 |
| Net increase (decrease) in cash and cash equivalents | 301,268 | (195,832) |
| Cash and cash equivalents at beginning of period | 498,040 | 693,872 |
| Cash and cash equivalents at end of period | $ 799,308 | 498,040 |
See accompanying notes to parent company only financial statements.
Attachment3
Independent Auditors' Report
To the Board of Directors of Auden Techno Corp.:
Opinion
We have audited the consolidated financial statements of Auden Techno Corp. and its subsidiaries ("the Group"), which comprise the consolidated balance sheet as of December 31, 2024 and 2023, the consolidated statement of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of material accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2024 and 2023, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards ("IFRSs"), International Accounting Standards ("IASs"), interpretation as well as related guidance endorsed by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2024. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Revenue Recognition
Please refer to notes 4(n) and 6(v) for the related disclosures on the revenue recognition of the consolidated financial statements.
Description of key audit matter
The Sales revenue of the Group is a key indicator for management to evaluate financial or business performance. and is highly expected by the investors. Therefore, the revenue recognition has been identified as a key audit matter.
How the matter was addressed in our audit:
Our audit procedures include testing the effectiveness of the design and implementation of the internal controls in relation to revenue recognition and cash collection, conducting trend analysis for the top ten customers by comparing the changes or differences to evaluate if there is any significant irregularity, performing random sample checking on the sales transactions to evaluate the authenticity of these transactions, the correctness of the recognized amount of sales revenue and
the reasonableness of the timing of recording, and reviewing samples of sales transactions for a specified period before and after the end of the year to assess whether the timing of revenue recognition is appropriate.
Other Matter
The Company has prepared its parent company only financial statements as of and for the years ended December 31, 2024 and 2023, on which we have issued an unmodified opinion.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and IFRSs, IASs, interpretation as well as related guidance endorsed by the Financial Supervisory Commission of the Republic of China and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including members of the Audit Committee) are responsible for overseeing the Group's financial reporting process.
Auditors' Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the consolidated financial statements whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
- Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern.
20
If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2024 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.
The engagement partners on the audit resulting in this independent auditors' report are Wu, Chia-Han and Wu, Chung-Shun.
KPMG
Taipei, Taiwan (Republic of China)
March 6, 2025
Notes to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.
The independent auditors' report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors' report and consolidated financial statements, the Chinese version shall prevail.
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
AUDEN TECHNO CORP. AND SUBSIDIARIES
Consolidated Statements of Financial Position
December 31, 2025 and 2024
(All amounts expressed in thousands of New Taiwan dollars)
| Assets | December 31, 2025 | December 31, 2024 | Liabilities and Equity | December 31, 2025 | December 31, 2024 | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount | % | Amount | % | Amount | % | Amount | % | ||||
| 11xx | Current assets: | 21xx | Current liabilities: | ||||||||
| 1100 | Cash and cash equivalents (note 6(a)) | $ 1,301,246 | 31 | 891,382 | 24 | 2100 | Short-term loans (notes 6(l) and 8) | 375,420 | 9 | 277,692 | 8 |
| 1110 | Current financial assets at fair value through profit or loss (note 6(b)) | - | - | 10,075 | - | 2150 | Notes payable | 51,090 | 1 | 47,617 | 1 |
| 1150 | Notes receivable, net (notes 6(d) and (u)) | 61,328 | 1 | 31,762 | 1 | 2170 | Accounts payable | 196,492 | 5 | 215,914 | 6 |
| 1170 | Accounts receivable, net (notes 6(d) and (u)) | 567,629 | 13 | 514,501 | 14 | 2200 | Other payables (notes 6(v) and 7) | 609,486 | 14 | 381,002 | 10 |
| 1180 | Accounts receivable - related parties, net (notes 6(d), (u) and 7) | - | - | 400 | - | 2230 | Current tax liabilities | 4,405 | - | 482 | - |
| 1200 | Other receivables (note 6(e)) | 9,449 | - | 9,741 | - | 2280 | Current lease liabilities (notes 6(h), (o) and 7) | 29,722 | 1 | 12,956 | - |
| 1220 | Current income tax assets | 4,752 | - | 2,521 | - | 2320 | Long-term borrowing, current portion (notes 6(l), (m) and 8) | 5,236 | - | 405,043 | 11 |
| 130X | Inventories (note 6(f)) | 212,541 | 5 | 215,457 | 6 | 2399 | Other current liabilities (note 6(u)) | 38,791 | 1 | 56,434 | 2 |
| 1410 | Prepayments | 63,145 | 2 | 64,021 | 1 | Total current liabilities | 1,310,642 | 31 | 1,397,140 | 38 | |
| 1476 | Other financial assets - current (notes 6(k), (n) and 8) | 71,762 | 2 | 619,720 | 17 | 25xx | Non-Current liabilities: | ||||
| 1479 | Other current assets | 75 | - | 144 | - | 2530 | Bonds payable (note 6(n)) | 668,606 | 16 | - | - |
| Total current assets | 2,291,927 | 54 | 2,359,724 | 63 | 2540 | Long-term borrowings (notes 6(m) and 8) | 75,920 | 2 | 81,156 | 2 | |
| 15xx | Non-current assets: | 2570 | Deferred tax liabilities (note 6(q)) | 74,424 | 2 | 78,255 | 2 | ||||
| 1510 | Non-current financial assets at fair value through profit or loss (notes 6(b) and (n)) | 4,143 | - | 36,343 | 1 | 2580 | Non-current lease liabilities (notes 6(o) and 7) | 110,894 | 2 | 7,050 | - |
| 1517 | Non-current financial assets at fair value through other comprehensive income (note 6(c)) | 178,868 | 4 | 146,340 | 4 | 2645 | Non-current net defined benefit liability (note 6(p)) | - | - | 1,043 | - |
| 1600 | Property, plant and equipment (notes 6(g) and 8) | 1,276,726 | 30 | 993,845 | 26 | 2xxx | Guarantee deposits | 130 | - | 130 | - |
| 1755 | Right-of-use assets (note 6(h)) | 253,101 | 6 | 71,048 | 2 | 31xx | Equity attributable to owners of parent (notes 6(n), (p), (r) and (s)): | ||||
| 1760 | Investment property (note 6(i)) | 4,932 | - | 5,071 | - | 3110 | Ordinary shares | 503,045 | 12 | 503,104 | 13 |
| 1780 | Intangible assets (note 6(j)) | 24,397 | 1 | 29,414 | 1 | 3200 | Capital surplus | 933,957 | 22 | 890,313 | 24 |
| 1840 | Deferred tax assets (note 6(q)) | 20,220 | 1 | 20,608 | 1 | 3300 | Retained earnings | 743,373 | 17 | 743,242 | 20 |
| 1975 | Net defined benefit asset - non-current | 1,057 | - | - | - | 3400 | Other equity interest | 7,475 | - | 32,932 | 1 |
| 1980 | Other financial assets - non-current (notes 6(k) and 8) | 8,708 | - | 7,962 | - | 3500 | Treasury shares | (186,262) | (4) | - | - |
| 1990 | Other non-current assets - others | 181,129 | 4 | 67,000 | 2 | Total equity attributable to owners of parent | 2,001,588 | 47 | 2,169,591 | 58 | |
| Total non-current assets | 1,953,281 | 46 | 1,377,631 | 37 | 36xx | Non-controlling interests | 3,004 | - | 2,990 | - | |
| 3xxx | Total equity | 2,004,592 | 47 | 2,172,581 | 58 | ||||||
| 1xxx | Total assets | $ 4,245,208 | 100 | 3,737,355 | 100 | 2-3xxx | Total liabilities and equity | $ 4,245,208 | 100 | 3,737,355 | 100 |
See accompanying notes to consolidated financial statements.
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
AUDEN TECHNO CORP. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
For the years ended December 31, 2025 and 2024
(All amounts expressed in thousands of New Taiwan dollars)
| 2025 | 2024 | ||||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4000 | Operating revenue (note 6(u)) | $ 1,742,629 | 100 | 1,707,590 | 100 |
| 5000 | Operating costs (note 6(f)) | 1,033,884 | 59 | 1,010,176 | 59 |
| 5900 | Gross profit | 708,745 | 41 | 697,414 | 41 |
| 6000 | Operating expenses (notes 6(d), (p), (s), (v) and 7): | ||||
| 6100 | Selling expenses | 221,783 | 13 | 213,859 | 13 |
| 6200 | Administrative expenses | 149,100 | 8 | 157,674 | 9 |
| 6300 | Research and development expenses | 262,001 | 15 | 240,892 | 14 |
| 6450 | (Reversal of) expected credit losses | 477 | - | (1,826) | - |
| Total operating expenses | 633,361 | 36 | 610,599 | 36 | |
| 6900 | Net operating income | 75,384 | 5 | 86,815 | 5 |
| 7000 | Non-operating income and expenses (notes 6(c), (g), (n), (o) and (w)): | ||||
| 7100 | Interest income | 12,498 | 1 | 15,214 | 1 |
| 7010 | Other income | 40,642 | 2 | 51,819 | 3 |
| 7020 | Other gains and losses | (17,170) | (1) | 32,427 | 2 |
| 7050 | Finance costs | (22,844) | (1) | (13,037) | (1) |
| Total non-operating income and expenses | 13,126 | 1 | 86,423 | 5 | |
| 7900 | Income before income tax | 88,510 | 6 | 173,238 | 10 |
| 7950 | Less: Income tax expenses (note 6(q)) | 14,617 | 1 | 22,814 | 1 |
| 8200 | Net income | 73,893 | 5 | 150,424 | 9 |
| 8300 | Other comprehensive income (note 6(r)): | ||||
| 8310 | Items that will not be reclassified subsequently to profit or loss | ||||
| 8311 | Remeasurement of defined benefit plans | 2,038 | - | 686 | - |
| 8316 | Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income | 34,708 | 2 | 30,168 | 2 |
| 8349 | Less: income tax related to items that will not be reclassified subsequently to profit or loss | 407 | - | 137 | - |
| Total items that will not be reclassified subsequently to profit or loss | 36,339 | 2 | 30,717 | 2 | |
| 8360 | Items that may be reclassified subsequently to profit or loss: | ||||
| 8361 | Foreign currency translation differences for foreign operations | (13,675) | (1) | 30,960 | 2 |
| 8399 | Less: income tax related to components of other comprehensive income that will be reclassified subsequently to profit or loss | - | - | - | - |
| Total items that will be reclassified subsequently to profit or loss | (13,675) | (1) | 30,960 | 2 | |
| 8300 | Other comprehensive income (loss), net of tax | 22,664 | 1 | 61,677 | 4 |
| 8500 | Total comprehensive income | $ 96,557 | 6 | 212,101 | 13 |
| Profit (loss) attributable to: | |||||
| 8610 | Owners of parent | $ 73,928 | 5 | 152,222 | 9 |
| 8620 | Non-controlling interests | (35) | - | (1,798) | - |
| $ 73,893 | 5 | 150,424 | 9 | ||
| Comprehensive income attributable to: | |||||
| 8710 | Owners of parent | $ 96,592 | 6 | 213,899 | 13 |
| 8720 | Non-controlling interests | (35) | - | (1,798) | - |
| $ 96,557 | 6 | 212,101 | 13 | ||
| Earnings per share (expressed in New Taiwan dollars) (note 6(t)) | |||||
| 9750 | Basic earnings per share | $ | 1.50 | 3.05 | |
| 9850 | Diluted earnings per share | $ | 1.50 | 3.04 |
See accompanying notes to consolidated financial statements.
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
AUDEN TECHNO CORP. AND SUBSIDIARIES
Consolidated Statements of Changes in Equity
For the years ended December 31, 2025 and 2024
(All amounts expressed in thousands of New Taiwan dollars)
Equity attributable to owners of parent
| Ordinary shares | Capital surplus | Retained earnings | Other equity interest | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Legal reserve | Special reserve | Unappropriated retained earnings | Total | Exchange differences on translation of foreign financial statements | Unrealized gains (losses) on financial assets at fair value through other comprehensive income | Others | Total | |||
| Balance at January 1, 2024 | $ 468,004 | 505,922 | 107,042 | 28,767 | 585,425 | 721,234 | (33,038) | 10,236 | (9,999) | (3,038) |
| Appropriation and distribution of retained earnings: | ||||||||||
| Legal reserve | - | - | 20,546 | - | (20,546) | - | - | - | - | - |
| Cash dividends of ordinary shares | - | - | - | - | (130,763) | (130,763) | - | - | - | - |
| Net income for the year | - | - | - | - | 152,222 | 152,222 | - | - | - | - |
| Other comprehensive income (loss) for the year | - | - | - | - | 549 | 549 | 30,960 | 30,168 | - | 6,060 |
| Total comprehensive income (loss) for the year | - | - | - | - | 152,771 | 152,771 | 30,960 | 30,168 | - | 6,060 |
| Issue of shares | 35,000 | 383,830 | - | - | - | - | - | - | - | - |
| Restricted stock to employee adjustments | 100 | 565 | - | - | - | - | - | - | (665) | - |
| Share-based payment | - | (4) | - | - | - | - | - | - | 5,270 | - |
| Balance at December 31, 2024 | 503,104 | 890,313 | 127,588 | 28,767 | 586,887 | 743,242 | (2,078) | 40,404 | (5,394) | 3,083 |
| Appropriation and distribution of retained earnings: | ||||||||||
| Legal reserve | - | - | 15,277 | - | (15,277) | - | - | - | - | - |
| Cash dividends of ordinary shares | - | - | - | - | (125,776) | (125,776) | - | - | - | - |
| Share option - equity components recognized for convertible bonds issued (Preference share) | - | 44,409 | - | - | - | - | - | - | - | - |
| Net income for the year | - | - | - | - | 73,928 | 73,928 | - | - | - | - |
| Other comprehensive income (loss) for the year | - | - | - | - | 1,631 | 1,631 | (13,675) | 34,708 | - | 2,083 |
| Total comprehensive income (loss) for the year | - | - | - | - | 75,559 | 75,559 | (13,675) | 34,708 | - | 2,083 |
| Purchase of treasury share | - | - | - | - | - | - | - | - | - | - |
| Restricted stock to employee adjustments | (59) | (716) | - | - | - | - | - | - | 775 | - |
| Share-based payment | - | (49) | - | - | - | - | - | - | 3,083 | - |
| Disposal of investments in equity instruments designated at fair value through other comprehensive income | - | - | - | - | 50,348 | 50,348 | - | (50,348) | - | (50,348) |
| Balance at December 31, 2025 | $ 503,045 | 933,957 | 142,865 | 28,767 | 571,741 | 743,373 | (15,753) | 24,764 | (1,536) | 2,476 |
See accompanying notes to consolidated financial statements.
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
AUDEN TECHNO CORP. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the years ended December 31, 2025 and 2024
(All amounts expressed in thousands of New Taiwan dollars)
| 2025 | 2024 | |
|---|---|---|
| Cash flows from (used in) operating activities: | ||
| Income before tax | $ 88,510 | 173,238 |
| Adjustments: | ||
| Adjustments to reconcile profit (loss): | ||
| Depreciation expense | 71,425 | 59,778 |
| Amortization expense | 15,794 | 10,308 |
| (Reversal of) expected credit losses | 477 | (1,826) |
| Net loss (gain) on financial assets or liabilities at fair value through profit or loss | 1,434 | (863) |
| Interest expense | 22,844 | 13,037 |
| Interest income | (12,498) | (15,214) |
| Dividend income | (2,035) | (1,315) |
| Share-based payments | 3,083 | 5,270 |
| Loss on disposal of property, plant and equipment | 1,808 | 32 |
| Unrealized gains on foreign exchange | (6,445) | (25,369) |
| Gain on lease modification | (55) | - |
| Total adjustments to reconcile profit and loss | 95,832 | 43,838 |
| Changes in operating assets and liabilities relating: | ||
| Net changes in operating assets: | ||
| Notes receivable | (28,407) | 17,993 |
| Accounts receivable | (42,993) | (37,263) |
| Accounts receivable due from related parties | 400 | - |
| Other receivables | 333 | 17,359 |
| Inventories | 810 | 73,495 |
| Prepayments | (4,107) | (23,169) |
| Other current assets | 67 | 2,568 |
| Total net changes in operating assets | (73,897) | 50,983 |
| Net changes in operating liabilities: | ||
| Notes payable | 3,181 | (1,478) |
| Accounts payable | (19,540) | 70,424 |
| Other payables | 13,597 | (36,145) |
| Other current liabilities | (17,664) | (73,476) |
| Net defined benefit liability | (62) | (53) |
| Total net changes in operating liabilities | (20,488) | (40,728) |
| Total net changes in operating assets and liabilities | (94,385) | 10,255 |
| Total adjustments | 1,447 | 54,093 |
| Cash inflow generated from operations | 89,957 | 227,331 |
| Interest received | 12,498 | 15,214 |
| Dividends received | 2,035 | 1,315 |
| Interest paid | (9,393) | (9,124) |
| Income taxes paid | (16,774) | (40,408) |
| Net cash flows from operating activities | 78,323 | 194,328 |
| Cash flows from (used in) investing activities: | ||
| Acquisition of financial assets at fair value through other comprehensive income | (10,401) | (30,000) |
| Proceeds from disposal of financial assets at fair value through other comprehensive income | 53,772 | - |
| Acquisition of financial assets at fair value through profit or loss | - | (45,555) |
| Acquisition of property, plant and equipment | (119,549) | (254,350) |
| Proceeds from disposal of property, plant and equipment | 229 | 1,734 |
| Acquisition of intangible assets | (10,834) | (30,374) |
| Acquisition of right-of-use assets | (10,753) | (49,048) |
| Increase in other financial assets | - | (370,766) |
| Decrease in other financial assets | 539,776 | - |
| Increase in other non-current assets | (171,715) | (61,726) |
| Net cash flows from (used in) investing activities | 270,525 | (840,085) |
| Cash flows from (used in) financing activities: | ||
| Increase in short-term borrowings | 211,276 | 387,692 |
| Decrease in short-term loans | (112,000) | (160,000) |
| Proceeds from issuing bonds | 698,041 | - |
| Repayments of bonds | (400,000) | - |
| Repayments of long-term loans | (5,236) | (103,608) |
| Payment of lease liabilities | (22,151) | (10,869) |
| Cash dividends paid | (125,776) | (130,763) |
| Proceeds from issuing shares | - | 380,765 |
| Payments to acquire treasury shares | (186,262) | - |
| Net cash flows from financing activities | 57,892 | 363,217 |
| Effect of exchange rate changes on cash and cash equivalents | 3,124 | 17,146 |
| Net increase (decrease) in cash and cash equivalents | 409,864 | (265,394) |
| Cash and cash equivalents at beginning of period | 891,382 | 1,156,776 |
| Cash and cash equivalents at end of period | $ 1,301,246 | 891,382 |
See accompanying notes to consolidated financial statements.
Attachment 4
AUDEN TECHNO CORP.
Comparison Table for Amendments to the
Procedures for Acquisition or Disposal of Assets
| Amended Article | Original Article | Reasons for amendment |
|---|---|---|
| Article 6 | ||
| The procedures for announcement and reporting by the Company in connection with the acquisition or disposal of assets are as follows: | ||
| 1. Where the Company acquires or disposes of assets under any of the following circumstances, it shall publicly announce and report the relevant information on the website designated by the Financial Supervisory Commission in the prescribed format within two days commencing immediately from the date of occurrence of the event: | ||
| (1) Acquisition or disposal of real property or right-of-use assets thereof from or to a related party, or acquisition or disposal of assets other than real property or right-of-use assets thereof from or to a related party, where the transaction amount reaches 20% of the Company's paid-in capital, 10% of total assets, or NT$300 million or more. However, this shall not apply to trading of domestic government bonds, bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises. | ||
| (2) Conducting mergers, demergers, acquisitions, or transfer of shares. | ||
| (3) Losses from derivative transactions reaching the upper limit on total or individual contract losses as specified in the applicable procedures. | ||
| (4) Acquisition or disposal of assets classified as equipment or right-of-use assets thereof for business use, where the transaction counterparty is not a related party, and the transaction amount reaches any of the following thresholds: | Article 6 | |
| The procedures for announcement and reporting by the Company in connection with the acquisition or disposal of assets are as follows: | ||
| 1. Where the Company acquires or disposes of assets under any of the following circumstances, it shall publicly announce and report the relevant information on the website designated by the Financial Supervisory Commission in the prescribed format within two days commencing immediately from the date of occurrence of the event: | ||
| (1) Acquisition or disposal of real property or right-of-use assets thereof from or to a related party, or acquisition or disposal of assets other than real property or right-of-use assets thereof from or to a related party, where the transaction amount reaches 20% of the Company's paid-in capital, 10% of total assets, or NT$300 million or more. However, this shall not apply to trading of domestic government bonds, bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises. | ||
| (2) Conducting mergers, demergers, acquisitions, or transfer of shares. | ||
| (3) Losses from derivative transactions reaching the upper limit on total or individual contract losses as specified in the applicable procedures. | ||
| (4) Acquisition or disposal of assets classified as equipment or right-of-use assets thereof for business use, where the transaction counterparty is not a related party, and the transaction amount reaches any of the following thresholds: | 1. To comply with amendments to applicable regulations and actual operational needs, certain provisions of the "Procedures for Acquisition or Disposal of Assets" are proposed to be amended. |
| Amended Article | Original Article | Reasons for amendment |
|---|---|---|
| i. Where the Company's paid-in capital is less than NT$10 billion, the transaction amount reaches NT$500 million or more. | ||
| ii. Where the Company's paid-in capital is NT$10 billion or more but less than NT$50 billion, the transaction amount reaches NT$1 billion or more. | ||
| iii. For a public company with paid-in capital of NT$50 billion or more, the transaction amount reaches 5% of the Company's paid-in capital. | ||
| (5) Acquisition of real property through self-constructed projects, leased land construction projects, joint construction with allocation of housing units, joint construction with allocation by percentage, or joint construction with separate sale, where the transaction counterparty is not a related party and the Company's expected investment amount reaches NT$500 million or more. | ||
| (6) For a public company with paid-in capital of NT$50 billion or more, transactions involving government bonds, ordinary corporate bonds, and general financial bonds not involving equity interests (excluding subordinated bonds) traded on a securities exchange or at securities firms' business premises, which do not fall under the exceptions set forth in the proviso to Subparagraph 7, and where the transaction counterparty is not a related party, if the transaction amount reaches 5% of the Company's paid-in capital. | ||
| (7) Asset transactions other than those referred to in the preceding six subparagraphs, disposal of claims by financial institutions, or investments in Mainland China, where the transaction amount reaches 20% of the Company's paid-in capital or NT$300 million or more. However, the following shall not apply: | ||
| i. Trading of domestic government bonds or foreign government | i. Where the Company's paid-in capital is less than NT$10 billion, the transaction amount reaches NT$500 million or more. | |
| ii. Where the Company's paid-in capital is NT$10 billion or more, the transaction amount reaches NT$1 billion or more. | ||
| (5) Acquisition of real property through self-constructed projects, leased land construction projects, joint construction with allocation of housing units, joint construction with allocation by percentage, or joint construction with separate sale, where the transaction counterparty is not a related party and the Company's expected investment amount reaches NT$500 million or more. | ||
| (6) Asset transactions other than those referred to in the preceding five subparagraphs, disposal of claims by financial institutions, or investments in Mainland China, where the transaction amount reaches 20% of the Company's paid-in capital or NT$300 million or more. However, the following shall not apply: | ||
| i. Trading of domestic government bonds or foreign government bonds with a credit rating not lower than the sovereign rating of Taiwan. | ||
| ii. Securities trading conducted by professional investors on domestic or foreign securities exchanges or at securities firms' business premises, subscription in the primary market of foreign government bonds or publicly issued ordinary corporate bonds and general financial bonds not involving equity interests (excluding subordinated bonds), subscription or redemption of securities investment trust funds or futures trust funds, subscription or redemption of exchange traded notes, or securities acquired by securities firms as necessitated by underwriting business or as |
27
| Amended Article | Original Article | Reasons for amendment |
|---|---|---|
| bonds with a credit rating not lower than the sovereign rating of Taiwan. | ||
| ii. Securities trading conducted by professional investors on domestic or foreign securities exchanges or at securities firms' business premises, subscription in the primary market of foreign government bonds or publicly issued ordinary corporate bonds and general financial bonds not involving equity interests (excluding subordinated bonds), subscription or redemption of securities investment trust funds or futures trust funds, subscription or redemption of exchange traded notes, or securities acquired by securities firms as necessitated by underwriting business or as advisory recommending securities firms for emerging stock companies in accordance with the rules of the Taipei Exchange. | ||
| iii. Trading of bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises. | ||
| 2. The transaction amounts referred to in the preceding paragraph shall be calculated as follows: | ||
| (1) The amount of each individual transaction. | ||
| (2) The cumulative amount of acquisitions or disposals of the same type of underlying asset with the same counterparty within one year. | ||
| (3) The cumulative amount of acquisitions or disposals (calculated separately for acquisitions and disposals) of real property or right-of-use assets thereof under the same development project within one year. | ||
| (4) The cumulative amount of acquisitions or disposals (calculated separately for acquisitions and disposals) of the same security within one year. | ||
| 3. The term “within one year” referred to in | advisory recommending securities firms for emerging stock companies in accordance with the rules of the Taipei Exchange. | |
| iii. Trading of bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises. | ||
| 2. The transaction amounts referred to in the preceding paragraph shall be calculated as follows: | ||
| (1) The amount of each individual transaction. | ||
| (2) The cumulative amount of acquisitions or disposals of the same type of underlying asset with the same counterparty within one year. | ||
| (3) The cumulative amount of acquisitions or disposals (calculated separately for acquisitions and disposals) of real property or right-of-use assets thereof under the same development project within one year. | ||
| (4) The cumulative amount of acquisitions or disposals (calculated separately for acquisitions and disposals) of the same security within one year. | ||
| 3. The term “within one year” referred to in the preceding paragraph shall be calculated retroactively for one year from the date of occurrence of the current transaction. Transactions already submitted to and approved or acknowledged by the Shareholders' Meeting, Board of Directors, and Audit Committee in accordance with these Procedures shall be excluded from such calculation. | ||
| 4. The Company shall, before the 10th day of each month, report the status of derivative transactions conducted by the Company and its subsidiaries that are not domestic public companies as of the end of the preceding month in the prescribed format through the information reporting website designated by the Financial Supervisory Commission. | ||
| 5. Where any item required to be publicly |
28
| Amended Article | Original Article | Reasons for amendment |
|---|---|---|
| the preceding paragraph shall be calculated retroactively for one year from the date of occurrence of the current transaction. Transactions already submitted to and approved or acknowledged by the Shareholders' Meeting, Board of Directors, and Audit Committee in accordance with these Procedures shall be excluded from such calculation. | announced contains errors or omissions and requires correction, the Company shall publicly announce and report all relevant items again within two days commencing immediately from the date it becomes aware of such errors or omissions. | |
| 4. The Company shall, before the 10th day of each month, report the status of derivative transactions conducted by the Company and its subsidiaries that are not domestic public companies as of the end of the preceding month in the prescribed format through the information reporting website designated by the Financial Supervisory Commission. | 6. After a transaction has been publicly announced and reported pursuant to Paragraph 1 above, if any of the following circumstances occurs, the Company shall publicly announce and report the relevant information on the website designated by the Financial Supervisory Commission within two days commencing immediately from the date of occurrence of the event: (1) Any amendment, termination, or rescission of the relevant contract originally executed for the transaction. (2) Failure to complete a merger, demerger, acquisition, or transfer of shares according to the schedule specified in the contract. (3) Any change to the information originally publicly announced and reported. | |
| 5. Where any item required to be publicly announced contains errors or omissions and requires correction, the Company shall publicly announce and report all relevant items again within two days commencing immediately from the date it becomes aware of such errors or omissions. | ||
| 6. After a transaction has been publicly announced and reported pursuant to Paragraph 1 above, if any of the following circumstances occurs, the Company shall publicly announce and report the relevant information on the website designated by the Financial Supervisory Commission within two days commencing immediately from the date of occurrence of the event: (1) Any amendment, termination, or rescission of the relevant contract originally executed for the transaction. (2) Failure to complete a merger, demerger, acquisition, or transfer of shares according to the schedule specified in the contract. (3) Any change to the information originally publicly announced and reported. |
29
Attachment 5
Auden Techno. Corp.
2026 Rules Governing the Issuance of New Restricted Employee Shares
I. Purpose of Issuance
To retain and attract the professional talent required by the Company, motivate employees, and enhance employee loyalty to jointly create benefits for the Company and all shareholders, and to ensure that the interests of the Company's employees are aligned with those of all shareholders, these Rules Governing the Issuance of New Restricted Employee Shares (hereinafter referred to as the "Rules") have been formulated in accordance with Article 267 of the Company Act and the "Regulations Governing the Offering and Issuance of Securities by Securities Issuers" (hereinafter referred to as the "Offering and Issuance Regulations") issued by the Financial Supervisory Commission.
II. Issuance Period
Within two years from the date the notice of effective registration from the competent authority arrives, the shares may be issued once or in installments depending on actual needs. The actual date of issuance shall be determined by the Chairman of the Board as authorized by the Board of Directors.
III. Eligibility Criteria for Employees and Allotted Shares
(1) Eligibility Criteria: Eligibility is limited to full-time employees on the official payroll of the Company who are employed on the date of grant of the new restricted employee shares (including employees of controlled or subordinate companies who meet certain conditions, with the definitions of controlled and subordinate companies determined in accordance with the standards of Article 369-2, Article 369-3, Article 369-9, Paragraph 2, and Article 369-11 of the Company Act), who possess special contributions or are key talents required for the Company's operational development.
The actual employees allocated with new restricted employee shares and the number of shares allocated will be drafted based on factors such as years of service, job rank, job performance evaluation, overall contribution, special merits, or other conditions required for management reference. The allocation standard shall first be approved by the Chairman. Among them, employees who are managers or concurrent directors must be reviewed and passed by the Compensation Committee and submitted to the Board of Directors for resolution; other employees must be reviewed and passed by the Audit Committee and then submitted to the Board of Directors for resolution.
(2) Number of Allotted Shares: The cumulative number of new restricted employee shares obtained by an individual employee, plus the total number of shares that can be subscribed for under the employee stock options issued by the Company in accordance with Article 56-1, Paragraph 1 of the Offering and Issuance Regulations, shall not exceed three-thousandths (0.3%) of the Company's total issued shares. Furthermore, when aggregated with the cumulative number of shares that can be subscribed for under the employee stock options issued by the Company in accordance with Article 56, Paragraph 1 of the Offering and Issuance Regulations, the total shall not exceed one percent (1%) of the Company's total issued shares.
However, with the special approval of the respective central competent authority in charge of the relevant industry, the total number of employee stock options and new restricted employee shares obtained by a single employee may be exempt from the aforementioned percentage restrictions.
IV. Total Amount of Issuance
The total amount of this issuance of new restricted employee shares is NT$3,000,000, with a par value of NT$10 per share, making a total of 300,000 common shares issued.
30
V. Issuance Conditions
(1) Issuance Price: The 300,000 shares under this issuance are issued without consideration (free of charge), at an issuance price of NT$0 per share.
(2) Types of Shares Issued: Common shares of the Company. Except as otherwise provided in Article VII, the rights and obligations of these shares are identical to other outstanding common shares of the Company.
(3) Vesting Conditions: After employees are granted new restricted employee shares in accordance with these Rules, starting from the capital increase benchmark date, provided that they meet the following vesting condition standards and have fully fulfilled the Code of Service, have no record of violating the Company's service agreement, integrity principles, work rules, contracts with the Company, or Company regulations, the proportions of shares that can achieve vesting conditions are as follows:
-
Vesting conditions for issuance without consideration are as follows:
-
Service Seniority:
- Those who remain employed upon the expiration of one year from the date of grant of the new restricted employee shares may vest in 30% of the shares, which will be awarded based on the individual performance weights described below.
- Those who remain employed upon the expiration of two years from the date of grant of the new restricted employee shares may vest in 30% of the shares, which will be awarded based on the individual performance weights described below.
-
Those who remain employed upon the expiration of three years from the date of grant of the new restricted employee shares may vest in 40% of the shares, which will be awarded based on the individual performance weights described below.
-
Individual Performance: From the year of issuance onwards, employees whose annual individual performance indicator is A may vest in 100% of the shares allocated for that year; those with a performance indicator of B may vest in 75% of the shares allocated for that year; those with a performance indicator of C may vest in 25% of the shares allocated for that year; and those with a performance indicator of D may vest in 0% of the shares allocated for that year.
-
Handling of Violations: If an employee, after being granted the Company's new restricted employee shares, violates the labor contract, work rules, or agreements with the Company (the relevant agreements are authorized by the Board of Directors to be negotiated and signed by the Chairman on behalf of the Company), or fails to meet the performance requirements in Article V, Paragraph 3, the Company has the right to retrieve without consideration or buy back at the original issuance price the unvested restricted employee shares granted to them, and subsequently cancel them.
-
Handling of Employees Who Fail to Meet Vesting Conditions or in the Event of Inheritance:
-
Separation (Voluntary Resignation, Severance, Dismissal): For restricted employee shares that have not met the vesting conditions, the employee shall be deemed to have lost their eligibility to achieve the vesting conditions on the day of separation. The Company will retrieve all such shares without consideration or buy them back at the original issuance price and cancel them.
-
Retirement: If an employee is approved by the Company to retire during the period they hold the restricted employee shares, the Company may retrieve all shares that have not achieved vesting conditions without consideration, or buy them back at the original issuance price and cancel them from the date of the event. Alternatively, within the scope of the allocated shares, the Chairman may determine and approve the number of shares to be distributed based on the employee's special merits and overall contribution, which shall be deemed as having achieved the vesting conditions.
-
Leave of Absence Without Pay: For employees granted new restricted employee shares under these Rules who subsequently take a leave of absence without pay for parental leave, injury/illness, or military service, the expiration date of their vesting period shall be deferred according to the actual
31
number of days of the leave of absence. If the calculated service period reaches the timeframe specified in Article V, whether the vesting conditions are met shall be determined by the performance evaluation results of the most recent period prior to the leave of absence or the most recent period after reinstatement.
For those taking a leave of absence due to other reasons, unless specially approved by the Chairman to follow the aforementioned deferral process, the employee's granted but unvested shares shall be retrieved by the Company without consideration and cancelled according to law from the effective date of the leave of absence. Those who fail to reinstate upon the expiration of the leave of absence without pay shall be deemed to have voluntarily resigned and will be handled accordingly.
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Death: For the portion of the restricted employee shares that have been granted but have not achieved vesting conditions, the Company will retrieve them all without consideration or buy them back at the original issuance price and cancel them. However, for employees who have held the shares for more than one year from the date of grant, the Chairman may consider the employee's special merits and overall contribution to grant a portion or all of the unvested restricted employee shares. The legal heir(s) must complete the necessary statutory procedures and provide relevant certificates in accordance with the inheritance provisions of the Civil Code and the "Regulations Governing the Administration of Shareholder Services of Public Companies" regarding inheritance and transfer, in order to acquire the shares.
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Disability Due to Occupational Hazards: An employee who is unable to continue their duties due to physical disability caused by occupational hazards shall be deemed to have met the vesting conditions for the current year on the effective date of separation. From the year following separation, they shall be deemed to have lost eligibility to achieve vesting conditions. The Company will retrieve all unvested restricted employee shares without consideration or buy them back at the original issuance price and cancel them.
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Death Due to Occupational Hazards: In the event of an employee's death due to occupational hazards, the unvested restricted employee shares shall be deemed to have fully met the vesting conditions from the date of death. The legal heir(s) must complete the necessary statutory procedures and provide relevant certificates in accordance with the inheritance provisions of the Civil Code and the "Regulations Governing the Administration of Shareholder Services of Public Companies" regarding inheritance and transfer to acquire the shares. However, the vesting schedule shall still be handled in accordance with the provisions of Article V, Paragraph 3, "Vesting Conditions" of these Rules.
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Transfer/Reassignment: If an employee requests a transfer to an affiliate or another subsidiary of the Company on their own accord, their restricted employee shares shall be handled in accordance with Item (1) "Separation" of this section. However, employees who are assigned by the Company to transfer to an affiliate or subsidiary due to the Company's operational needs shall not have their granted restricted employee shares affected by the transfer. Nonetheless, if they voluntarily resign after such transfer, it shall still be handled in accordance with Item (1) "Separation" of this section.
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Trust Provisions: Employees or their heirs shall receive the shares transferred upon fulfillment of vesting conditions in accordance with the trust agreement.
VI. Cancellation of Retrieved/Bought Back Shares
The Company will cancel the restricted employee shares retrieved without consideration or bought back at the original issuance price, and register the change of capital accordingly.
VII. Restrictions on Employee Rights Before Vesting Conditions are Met
(1) Trust Custody and Restrictions: The new restricted employee shares issued under these Rules shall be delivered to a stock trust custody institution in the name of the employee. Before the vesting conditions are met, the employee's rights are restricted as follows:
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Before the vesting conditions are met, the employee shall not sell, mortgage, transfer, gift, pledge, or otherwise dispose of the restricted employee shares, except in the case of inheritance.
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Attendance, proposals, speaking, and other matters relating to shareholder rights at shareholders' meetings shall be executed by the trust custody institution in accordance with the trust custody agreement.
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Except for the restrictions imposed by the trust agreement mentioned above, other rights of the new shares granted to employees before vesting conditions are met, including but not limited to dividends, bonuses, capital reduction, the right to receive allotments from capital reserves, subscription rights for cash capital increases, and voting rights, shall be identical to the Company's issued common shares.
(2) Trust Agreement Execution: The new restricted employee shares shall be placed in trust after issuance. The Company or a person designated by the Company shall represent the employees in signing the trust contract with the stock trust custody institution. Before the vesting conditions are achieved, employees may not request the trustee to return the shares for any reason or by any means.
VIII. Procedures for Granting New Shares
(1) After an employee is granted new restricted employee shares, the Company will register the number of shares granted in the Company's shareholders' register, and deliver the Company's newly issued common shares or new stock entitlement certificates via book-entry transfer.
(2) The new restricted employee shares issued by the Company under these Rules shall be registered for amendment in accordance with the law.
IX. Taxation
The relevant taxes for the new restricted employee shares granted to employees under these Rules shall be handled in accordance with the tax laws of the Republic of China (Taiwan).
X. Contract Signing and Confidentiality
(1) After the total number of units, subscription price, allocation principles, and the list of grantees of the restricted employee shares are determined, the undertaking unit shall notify the employees to sign the "Restricted Employee Shares Acceptance Consent Form". Employees who fail to complete the signing in accordance with regulations shall be deemed to have waived their eligibility for the restricted employee shares.
(2) After signing the "Restricted Employee Shares Acceptance Consent Form," employees must comply with confidentiality regulations and shall not disclose the content of this matter or personal interests to others.
(3) Any holder of the restricted employee shares and derivative interests acquired through these Rules shall abide by these Rules and the provisions of the "Restricted Employee Shares Acceptance Consent Form." In the event of any violation, the unvested portion of the shares shall be deemed as failing to meet the vesting conditions, and the Company may retrieve them without consideration or buy them back at the original issuance price and cancel them.
XI. Other Important Matters
(1) These Rules shall take effect after being approved by the Board of Directors and the Shareholders' Meeting, and submitted to and approved by the competent authority. If amendments are required due to changes in laws or the review requirements of the competent authority, they must be submitted to the Board of Directors for resolution and reported to the competent authority before issuance. The aforementioned Board of Directors meeting shall be attended by more than two-thirds of the directors, and approved by more than one-half of the directors present; the same applies to amendments made prior to issuance.
(2) Any matters not covered by these Rules shall be handled in accordance with relevant laws and regulations.
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Attachment 6
AUDEN TECHNO CORP.
Statement of Major Positions Held by Directors in Other Companies
(Including Independent Directors)
| Title | Name | Current Position |
|---|---|---|
| Director | Auoke Investment Co., Ltd. | - |
| Rep. | ||
| Chang, Yu-Pin | • Auden Techno Corp. /President and Member of Sustainable Development Committee | |
| • Auoke Investment Co., Ltd./Chairman | ||
| • Auhong Investment Co., Ltd./Chairman | ||
| • Auden intelligence carbon solution Co. Ltd./Chairman | ||
| • Auray Technology Corp./Chairman | ||
| • Auden Communications & Multimedia Techno(KunShan) Co.,Ltd./Chairman and President | ||
| • Auden Techno (BVI) Corporation/Chairman | ||
| • Lucky Rite International Co., Ltd./ Chairman | ||
| • Auden Polska Accreditation S.A./Supervisor | ||
| • Auden Education Foundation /Chairman | ||
| Director | Huang, Fu-Chang | • Auden Techno (BVI) Corporation/Director |
| Director | Auoke Investment Co., Ltd. | - |
| Rep. | ||
| Wen, Wen-Sheng | • Auden Communications & Multimedia Techno(KunShan)Co.,Ltd./Supervisor | |
| • Auden Techno Corp.(Shanghai)/Supervisor | ||
| • Auden Techno Corp. /Corporate Governance Officer and member of Sustainable Development Committee | ||
| • Auden intelligence carbon solution Co. Ltd./Director | ||
| • Auden Polska Accreditation S.A./ Supervisor | ||
| Director | Auhong Investment Co., Ltd. | - |
| Rep. | ||
| Yeh, Ming-Tarng | • Auden Communications & Multimedia Techno(KunShan)Co.,Ltd./Director | |
| • Auden Techno Corp.(Shanghai)/Chairman | ||
| Director | Auhong Investment Co., Ltd. | - |
| Rep. | ||
| Chang, Chih-Chuan | • Chao-Yu International Law Firm./Managing Director | |
| • LUNG HWA ELECTRONICS CO., LTD. /Director | ||
| Independent Director | Chou, Chun-Hung | • Auden Techno Corp./Member of Audit Committee ,Compensation Committee and Sustainable Development Committee |
| Independent Director | Chang, Pei-Chuan | • California Arbitration/ Founding Member |
| • C&C International Law Offices / Attorney-at-Law | ||
| • Taiwan-Israel Business and Cultural Exchange Association / Legal Advisor | ||
| • C&C Law Offices PLLC/ Attorney-at-Law | ||
| • Nextronics Engineering Corp. / Independent Director |
| Title | Name | Current Position |
|---|---|---|
| Independen Director | Huang, Chih-Chen | • Fortune & CO., CPAS /Partnership Accountant and Partner-In-Charge |
| • Everything Fits International Co., Ltd/Chairman | ||
| • Ability Enrerprise Co., Ltd./ Independent Director and Member of Compensation Committee | ||
| • Auden Techno Corp./Member of Audit Committee and Compensation Committee | ||
| • Jyh Eng Technology Co., Ltd./ Director | ||
| • First Hi-Tec Enterprise Co., Ltd. /Independent Director and Member of Compensation Committee | ||
| • Auden Education Foundation /Director | ||
| • Taipei City CPA Association./Member of Accountant Audit Committee | ||
| Independen Director | Chung, Char-Dir | • NTUEE and NTUGICE/Distinguished Chair Professor |
| • NTUEE and NTUGICE/Professor | ||
| • TAIWAN MOBILE CO., LTD./Independent Director and the members of Audit, Remuneration, and Sustainable Development Committees | ||
| • Auden Techno Corp./Member of Audit Committee and Sustainable Development Committee | ||
| • IEEE/Fellow |
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Appendix 1
AUDEN TECHNO CORP.
Rules of Procedure for Shareholders Meeting
June 27th,2023
Article 1 To establish a strong governance system and sound supervisory capabilities for this Corporation's shareholders meetings, and to strengthen management capabilities, these Rules are adopted pursuant to Article 5 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.
Article 2 The rules of procedures for this Corporation's shareholders meetings, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in these Rules.
Article 3 Unless otherwise provided by law or regulation, this Corporation's shareholders meetings shall be convened by the board of directors. If the company holds a video conference of shareholders' meeting, it shall be stipulated by Articles of Incorporation and resolved by the board of directors, except as otherwise provided by Regulations Governing the Administration of Shareholder Services of Public Companies, and the video conference of shareholders shall be attended by more than two thirds of the directors of the board, among which more than half of the directors present shall agree to the implementation.
Any change in the method of shareholders' meetings shall be decided by the Board of directors at the latest before the notice of shareholders' meeting is sent
This Corporation shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a special shareholders meeting. This Corporation shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders meeting or before 15 days before the date of the special shareholders meeting. However, if the company's paid-up capital at the end of the most recent fiscal year is more than ten billion(NT$), or if the combined ratio of FDI or Chinese direct investment in the shareholders' book of the most recent fiscal year is more than 30 percent, the electronic file shall be sent before the completion of the shareholders' regular meeting 30 days before the meeting. In addition, before 15 days before the date of the shareholders meeting, this Corporation shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at this Corporation and the professional shareholder services agent
The Company shall provide the shareholders meeting agenda and supplemental meeting materials mentioned in the preceding paragraph to the shareholders for reference on the day of the meeting in the following manner:
I. For physical shareholders meetings, to be distributed on-site at the meeting.
II. For hybrid shareholders meetings, to be distributed on-site at the meeting and shared on the virtual meeting platform.
III. For virtual-only shareholders meetings, electronic files shall be shared on the virtual meeting platform.
The reasons for convening a shareholders meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.
Election or dismissal of directors, amendments to the articles of incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1, Matters specified in Article 26-1 and Article 43-6 of the Securities and Exchanges Act, and Article 56-1 and Article 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out and the essential contents explained in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extraordinary motion.
Where re-election of all directors as well as their inauguration date is stated in the notice of the reasons for convening the shareholders meeting, after the completion of the re-election in said meeting such inauguration date may not be altered by any extraordinary motion or otherwise in the same meeting.
A shareholder holding one percent or more of the total number of issued shares may submit to this corporation a written proposal for discussion at a regular shareholders meeting. The number of items so proposed, however, is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. Officially, a shareholder proposal for urging the corporation to promote public interests or fulfill its social responsibilities, the Board of Directors still has to include the item in the meeting agenda. In addition, when the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda.
A shareholder proposal for urging the corporation to promote public interests or fulfill its social responsibilities shall comply with the circumstances of 60 Article 172-1 of the Company Act, however, is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. Prior to the book closure date before a regular shareholders meeting is held, this Corporation shall publicly announce its acceptance of shareholder proposals in writing or electronically, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.
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Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders meeting and take part in discussion of the proposal.
Prior to the date for issuance of notice of a shareholders meeting, this Corporation shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders meeting the board of directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.
Article 4 For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by this Corporation and stating the scope of the proxy's authorization.
A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting, and shall deliver the proxy form to this Corporation before five days before the date of the shareholders meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment.
After a proxy form has been delivered to this Corporation, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to this Corporation before two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
After a proxy form has been delivered to this Corporation, if the shareholder intends to attend the meeting by video, a written notice of proxy cancellation shall be submitted to this Corporation before two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
Article 5 The venue for a shareholders meeting shall be the premises of this Corporation, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.
The restrictions on the place of the meeting shall not apply when this Corporation convenes a virtual-only shareholders meeting.
Article 6 This Corporation shall specify in its shareholders meeting notices the time during which shareholder, solicitor and their proxies (collectively, "shareholders") attendance registrations will be accepted, the place to register for attendance, and other matters for attention. The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations. Registration for the video conference of the shareholders' meeting shall be accepted on the video conference platform 30 minutes prior to the beginning of the meeting. Shareholders who complete the registration shall be deemed to have attended the meeting in person.
Shareholders shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. This Corporation may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.
This Corporation shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.
This Corporation shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors, pre-printed ballots shall also be furnished.
When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.
In the event of a virtual shareholders meeting, shareholders wishing to attend the meeting online shall register with the Corporation two days before the meeting date.
In the event of a virtual shareholders meeting, this Corporation shall upload the meeting agenda book, annual report and other meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.
Article 6-1 To convene a virtual shareholders meeting, this corporation shall include the follow particulars in the shareholders meeting notice:
I. Shareholder participation in video conference and method of exercising rights.
II. Methods for dealing with obstacles to the video conference platform or participation in video conference due to natural disasters, incidents or other force majeure events, including at least the following:
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As a result of the occurrence of the foregoing obstacles, the time of the meeting shall be postponed or extended, and if so, the date on which the Meeting shall be postponed or extended.
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Shareholders who have registered to attend the original shareholders' meeting by video shall not participate in the postponement or extension of the meeting.
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If it is not possible to continue the video conference, the shareholders' meeting shall continue after deducting the number of shares present at the shareholders' meeting by video, if the total number of shares present reaches the statutory quota for the meeting. The number of shares attended by the shareholders who participate by video shall be counted into the total number of shares of the shareholders present, and all the motions of the shareholders' meeting shall be deemed as abstention.
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In the event that the outcome of all issues has been declared, but no provisional motion has been carried out, the manner of handling
III. To convene a virtual-only shareholders meeting, appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online shall be specified. In addition to the circumstances stipulated in Item 6 of Article 44-9 of Regulations Governing the Administration of Shareholder Services of Public Companies, the company shall at least provide the shareholders with the connection equipment and necessary assistance, and specify the period which the shareholders can apply to the Company and other relevant matters needing attention.
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Article 7
If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the vice chairperson shall act in place of the chairperson; if there is no vice chairperson or the vice chairperson also is on leave or for any reason unable to exercise the powers of the vice chairperson, the chairperson shall appoint one of the managing directors to act as chair, or, if there are no managing directors, one of the directors shall be appointed to act as chair. Where the chairperson does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chair.
When a managing director or a director serves as chair, as referred to in the preceding paragraph, the managing director or director shall be one who has held that position for six months or more and who understands the financial and business conditions of the company. The same shall be true for a representative of a juristic person director that serves as chair.
It is advisable that shareholders meetings convened by the board of directors be chaired by the chairperson of the board in person and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes. If a shareholders meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves. This Corporation may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders meeting in a non-voting capacity
Article 8
This Corporation, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures.
The recorded materials of the preceding paragraph shall be retained for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.
Where a shareholders meeting is held online, this Corporation shall keep records of shareholder registration, sign-in, check-in, questions raised, votes cast and results of votes counted by this Corporation, 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 this Corporation 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, this Corporation is advised to audio and video record the back-end operation interface of the virtual meeting platform.
Article 9
Attendance at shareholders meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in plus the number of shares whose voting rights are exercised by correspondence or electronically.
The chair shall call the meeting to order at the appointed meeting time, and announce the number of shares without voting rights, and attending shares at the same time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned. 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 as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within one month. In the event of a virtual shareholders meeting, shareholders intending to attend the meeting online shall re-register to this Corporation in accordance with Article 6.
When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Company Act.
Article 10
If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. Votes shall be cast on each separate proposal in the agenda (including extraordinary motions and amendments to the original proposals set out in the agenda). The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting.
The provisions of the preceding paragraph apply mutatis mutandis to a shareholders meeting convened by a party with the power to convene that is not the board of directors.
The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.
The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote, and schedule sufficient time for voting.
Article 11
Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.
A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.
Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.
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When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.
When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak on the same proposal.
After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
Where a virtual shareholders meeting is convened, shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform from the chair declaring the meeting open until the chair declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. The regulations in paragraphs 1 to 5 do not apply.
As long as questions so raised in accordance with the preceding paragraph are not in violation of the regulations or beyond the scope of a proposal, it is advisable the questions be disclosed to the public at the virtual meeting platform.
Article 12
Voting at a shareholders meeting shall be calculated based the number of shares.
With respect to resolutions of shareholders meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.
When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of this Corporation, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.
The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.
With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed three percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.
Article 13
A shareholder shall be entitled to one vote for each share held, except when the shares are restricted to shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.
When this Corporation holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that this Corporation avoid the submission of extraordinary motions and amendments to original proposals.
A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to this Corporation before two days before the date of the shareholders meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.
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, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to this Corporation, by the same means by which the voting rights were exercised, before 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. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders meeting, the voting rights exercised by the proxy in the meeting shall prevail.
Except as otherwise provided in the Company Act and in this Corporation's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.
When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of this Corporation. Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.
When this Corporation convenes a virtual shareholders meeting, after the chair declares the meeting open, shareholders attending the meeting online 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 ends, and results of votes and elections shall be announced immediately.
When this Corporation convenes a hybrid shareholders meeting, 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 online, 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.
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Article 14
The election of directors at a shareholders meeting shall be held in accordance with the applicable election and appointment regulations adopted by this company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes with which they were elected, as well as the names of those unelected ones and the numbers of votes they obtained.
The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the company Act, the ballots shall be retained until the conclusion of the litigation.
Article 15
Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes.
The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form.
This Corporation may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS.
The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including the number of voting rights), and disclose the number of voting rights won by each candidate in the event of an election of directors. The minutes shall be retained for the duration of the existence of this Corporation.
Where a virtual shareholders meeting is convened, 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 virtual meeting 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 virtual-only shareholder meeting, other than compliance with the requirements in the preceding paragraph, this Corporation shall specify in the meeting minutes alternative measures available to shareholders with difficulties in attending a virtual-only shareholders meeting online.
Article 16
On the day of a shareholders meeting, this Corporation shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation, the number of shares represented by proxies and the number of shares represented by shareholders attending the meeting by correspondence or electronic means, and shall make an express disclosure of the same at the place of the shareholders meeting. In the event a virtual shareholders meeting, this Corporation shall upload the above meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.
During this Corporation's virtual 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 apply whenever the total number of shares represented at the meeting and a new tally of votes is released during the meeting.
If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation (or Taipei Exchange Market) regulations, this Corporation shall upload the content of such resolution to the MOPS within the prescribed time period.
Article 17
Staff handling administrative affairs of a shareholders meeting shall wear identification cards or arm bands.
The chair may direct the proctors or security personnel to help maintain order at the meeting place.
When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."
At the place of a shareholders meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by this Corporation, the chair may prevent the shareholder from so doing.
When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.
Article 18
When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.
If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue.
A resolution may be adopted at a shareholders meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act.
Article 19
In the event of a virtual shareholders meeting, this Corporation 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 the Company holds a video meeting of shareholders, the Chairman and the recorder shall be at the same place in the country and the Chairman shall announce the address of such place at the time of the meeting.
Article 21
In the event of a virtual shareholders meeting, this Corporation may offer 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 virtual 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 virtual meeting platform or participation in the virtual meeting 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.
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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 this Corporation convenes a hybrid shareholders meeting, and the virtual meeting cannot continue as described in second paragraph, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, still meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue, and not 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 virtual meeting online 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, this Corporation 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, this Corporation shall handle the matter based on the date of the shareholders meeting that is postponed or resumed under the second paragraph.
Article 22
When the Company holds a video meeting of shareholders, it shall provide appropriate alternatives for shareholders who have difficulty attending the meeting by video.
In addition to the circumstances stipulated in Item 6 of Article 44-9 of Regulations Governing the Administration of Shareholder Services of Public Companies, the company shall at least provide the shareholders with the connection equipment and necessary assistance, and specify the period which the shareholders can apply to the Company and other relevant matters needing attention.
Article 23
These Rules shall take effect after having been submitted to and approved by a shareholders meeting. Subsequent amendments thereto shall be effected in the same manner.
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Appendix 2
AUDEN TECHNO CORP.
Articles of Incorporation
Article 1 The Company is constituted in accordance with the Company Act, and shall be known as "AUDEN TECHNO CORP."
Article 2 The business items operated by the Company are as follows:
- CC01060 Wired Communication Mechanical Equipment Manufacturing
- CC01070 Wireless Communication Mechanical Equipment Manufacturing
- CC01080 Electronics Components Manufacturing
- CC01110 Computer and Peripheral Equipment Manufacturing
- C802990 Other Chemical Products Manufacturing
- F219010 Retail Sale of Electronic Materials
- F401010 International Trade
- F113030 Wholesale of Precision Instruments
- F399990 Retail sale of Other Integrated
- E605010 Computer Equipment Installation
- E701030 Controlled Telecommunications Radio-Frequency Devices Installation Engineering
- EZ05010 Instrument and Meters Installation Engineering
- F113070 Wholesale of Telecommunication Apparatus
- F118010 Wholesale of Computer Software
- F213040 Retail Sale of Precision Instruments
- F213060 Retail Sale of Telecommunication Apparatus
- F218010 Retail Sale of Computer Software
- I103060 Management Consulting
- I301010 Information Software Services
- I301030 Electronic Information Supply Services
- JE01010 Rental and Leasing
- IZ99990 Other Industrial and Commercial Services
- CC01030 Electrical Appliances and Audiovisual Electronic Products Manufacturing
- CC011010 Controlled Telecommunications Radio-Frequency Devices and Materials Manufacturing
- CE01010 General Instrument Manufacturing
- CE01990 Other Optics and Precision Instrument Manufacturing
- CQ01010 Mold and Die Manufacturing
- F106030 Wholesale of Molds
- F107990 Wholesale of Other Chemical Products
- F119010 Wholesale of Electronic Materials
- E701010 Telecommunications Engineering
- F109070 Wholesale of Culture, Education, Musical Instruments and Educational Entertainment Supplies
- F113020 Wholesale of Electrical Appliances
- F113050 Wholesale of Computers and Clerical Machinery Equipment
- F207990 Retail Sale of Other Chemical Products
- F213030 Retail Sale of Computers and Clerical Machinery Equipment
- F399040 Retail Sale No Storefront
- I501010 Product Designing
- IF04010 Non-destructive Testing
- IZ09010 Management System Certification
- IZ13010 Internet Certificates Service
- F108031 Wholesale of Medical Devices
- F208031 Retail Sale of Medical Apparatus
- CC01120 Data Storage Media Manufacturing and Duplicating
- I301020 Data Processing Services
- JZ99050 Agency Services
- CD01010 Ships and Parts Manufacturing
- CD01060 Aircraft and Parts Manufacturing
- ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.
Article 3 The Company's head office is established at Taoyuan City. Where necessary the Company may establish branches at appropriate domestic or overseas locations, subject to resolution by its Board of Directors.
Article 4 If the Company is a limited liability shareholder of other companies, the total amount of all its investments shall not exceed 40 percent of paid-in capital stock as stipulated in Article 13 of the Company Act.
Article 4-1 The company may issue financial endorsements or guarantees for business purposes.
Article 5 (delete)
Article 6 The total capital amount of the Company is NT$1,000,000,000 only, and which is divided into 100,000,000 shares with a nominal value of NT$10 each, the unissued shares shall be authorized the Board to issue in batches.
The total amount of capital mentioned in the first item comprises NT $60,000,000 divided into 6,000,000 shares with a nominal value
of NT$10 each, which is reserved for the issuance of employee warrants, corporate bonds with warrants and special shares with warrants, subject to the resolution of the Board of Directors. The subjects of transfer of Treasury shares purchased by the Company under the Company Act., the subjects of issuance of stock warrants, the subjects of issuance of new shares to purchase shares, and the subjects of issuance of new shares to restrict the rights of employees may include the employees of controlling or subordinate companies who meet certain conditions, such conditions and the manner of distribution shall be authorized by the Board of Directors to decide.
Article 6-1 The stock instruments of Company shall follow the “Guidelines for Stock Operations for Public Companies” which is issued by the authority
Article 7 The share certificates of the Company are registered, and shall be issued after being signed, stamped, and numbered by directors representing the Company, as well as certified by the competent authority or the issuance registration authority granted the approval. The Company are exempted from printing the share certificate after the public offering of shares.
The issued shares mentioned above shall contact securities central depository enterprise for registration.
Article 8 The transfer of shares under a new name shall not be altered within 30 days prior to the convening date of a regular shareholders' meeting, or within 15 days prior to the convening date of a special shareholders' meeting, or within 5 days prior to the target date fixed by the issuing company for distribution of dividends, bonus or other benefits.
Article 9 There are two types of shareholders' meeting: Regular meeting and Special meeting. The regular meeting shall be convened at least once a year and shall be convened by the board of directors within six months after close of each fiscal year according to law, while the special meeting shall be convened according to law when necessary.
Article 9-1 Meetings of the shareholders of the Company may be held by video conference or other means announced by the Ministry of Economic Affairs.
Article 10 If a shareholder is unable to attend a shareholders' meeting for some reason, he may produce a power of attorney issued by the company, specifying the scope of authorization to appoint an agent to attend the meeting, and his agency shall be handled in accordance with Article 177 of the Company Act.
Article 10-1 If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, its agency shall be handled in accordance with Item 3 of Article 208 of the Company Act.; The chairman shall be held by the convening authority other than the Board of Directors. If there are more than two convening authority, one of them shall be elected from each other.
Article 11 Each shareholder of the Company shall have one vote per share, except in the case of non-voting shares as provided for in Article 179 of the Company Act.
If the Company holds a shareholders' meeting during the stock listing period, it shall exercise its voting rights in written or electronic form in accordance with the relevant laws and regulations.
Article 12 Unless otherwise provided for in the Company Act., the resolution of the shareholders' meeting shall be attended by more than half of the total number of shares issued and approved by more than half of the voting rights of the shareholders present.
Article 12-1 (delete)
Article 13 The company has 5 to 9 directors. The tenure for such posts shall be 3 years. The system of nominating candidates shall be adopted. The directors shall be elected by shareholders from the list of candidates and shall be re-elected.
The total number of registered shares held by all the directors of the Company shall be handled in accordance with the "Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies" promulgated by the competent authority. Independent directors shall be appointed according to the number of directors described above, and not only shall at least three, but also not less than one fifth of the total number of directors. The selection method shall adopt the candidate nomination system, and the shareholders shall select them from the list of independent director candidates. The relevant professional qualifications, shareholding, part-time job restrictions, nomination and selection methods of independent directors and other matters to be followed shall be handled in accordance with the relevant provisions of the securities authority.
The independent and non-independent directors of the company shall be elected at the same time. The method of nomination and selection shall be handled in accordance with the relevant laws and regulations of the Company Act and the Securities and Exchange Act. In addition, the elected seats are counted separately.
Article 13-1 The remuneration of directors of the company shall authorize to the Board of Directors according to the assessment of the Compensation Committee of the Company and with reference to the usual standards of the industry.
Depending on the degree of operation participation and the value of contribution, the company may set reasonable remuneration of independent directors different from that of ordinary directors.
The company may authorize the Board of Directors to purchase liability insurance for all the directors who are legally liable in respect of the scope of business they perform during their term.
Article 13-2 The company has an audit committee and may set up other functional committees.
The audit Committee shall be composed of all independent directors, and its powers and matters to be followed shall be handled in accordance with the provisions of the Company Act., the Securities and Exchange Act. and other relevant laws and regulations of the company.
Article 14 The board of directors shall be organized by the directors, and shall be elected by two thirds of the directors and approved by more than half of the directors. The chairman shall represent the Company.
Article 15 Unless otherwise provided for in the Company Act., the board of Directors shall be convened by the Chairman of the board of Directors, and the chairman shall be the chairperson. If the chairman asks for leave or is unable to exercise his powers for some reason, his proxy shall be handled in accordance with Paragraph 3 of Article 208 of the Company Act.
Article 16 In calling a meeting of the Board, a notice stated the reason for such meeting shall be given to each Director no later than 7 days prior to the scheduled meeting date. In the case of an emergency, a meeting of the Board may be convened at any time. The convening notice above may be made in writing, by e-mail, or by fax.
The Directors who attend the board meeting via video conference shall be deemed to have attended the meeting in person. Unless otherwise provided for in the Company Act., resolutions of the Board of directors shall be made with the consent of a majority of the
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directors present. If a director is unable to attend the board of directors for some reason, he may entrust another director to attend the board of directors on his behalf, but if a director attends the board of directors on his behalf, he shall only be entrusted by one of them.
Article 17 The Company shall appoint managers and the appointment, removal and remuneration shall be governed by Article 29 of the Company Act. The Company has set up a compensation committee in accordance with the statutory provisions, which will periodically evaluate the compensation of managers and submit it to the board of directors for agreement.
Article 18 The following tables shall be prepared by the Board of Directors at the end of each fiscal year and submitted to the Audit Committee for examination and approval by the Board of Shareholders 30 days before the regular meeting of shareholders:
I. Business report
II. Financial statements
III. Surplus distribution or loss provision resolution.
Article 19 If the Company makes a profit in each fiscal year, it shall allocate no less than 2% as employee compensation, of which no less than 20% shall be allocated for salary adjustments or compensation for frontline employees, and no more than 2% of the profits shall be allocated as directors' remuneration. However, if the Company has accumulated losses, the amount required to offset such losses shall first be reserved before making the above allocations from the remaining balance.
The employee compensation referred to in the preceding paragraph may be distributed in the form of stock or cash, and shall be resolved by a Board meeting attended by at least two-thirds of the directors, with approval by a majority of the directors present, and shall be reported to the Shareholders' Meeting.
The recipients of the employee compensation referred to in Paragraph 1 may include employees of the Company and employees of its controlling or affiliated companies who meet certain conditions. The eligibility criteria and distribution method for employee compensation shall be determined by the Board of Directors.
Article 19-1 In order to continuously expand the company's scale and increase profitability, and to meet the company's capital needs and long-term financial planning, so as to achieve sustainable operation and stable development, the dividend policy is the residual dividend policy. If the Company has a surplus in its annual final accounts, in addition to paying taxes and contributions in accordance with the law, it shall first make up the losses of previous years and set aside statutory surplus reserve, set aside or reverse special surplus reserve in accordance with the law, and then add the undistributed surplus at the beginning of the period to the surplus available for distribution, and the board of directors shall reserve part of the fund according to the issuing rate of surplus in the past years and the operating needs of the company in the future. If the board of directors proposes to distribute the remaining balance in the form of issuing new shares, it shall be distributed after a resolution of the shareholders' meeting; If in cash, authorize the Board of Directors to distribute by special resolution and report to the shareholders' meeting.
The Company may authorize the Board of Directors to distribute all or part of its statutory surplus and capital reserves in the form of cash disbursement in accordance with paragraph 1 of Article 241 of the Company Act. by special resolution and report to the shareholders' meeting.
The second dividend shall be distributed on the principle of not less than 15% of the available earnings. However, if the dividend per share under the aforesaid method is less than NTS 0.25, it may be proposed by the board of directors not to be distributed and it shall be submitted to the shareholders' meeting for recognition.
Dividends to shareholders may be distributed in cash or stock, and the cash dividend shall not be less than ten percent of the total dividend.
Article 20 (delete)
Article 21 Any matters that are not addressed in the Articles of Incorporation shall be governed by the Company Act and the relevant regulations.
Article 22 This Articles of Incorporation was enacted on Feb. 5th, 1990.
The 1st amendment was made on Aug. 15th, 1995.
The 2nd amendment was made on Jan. 7th, 1998.
The 3rd amendment was made on May 25th, 1999
The 4th amendment was made on Dec. 15th, 1999
The 5th amendment was made on Jan. 17th, 2000.
The 6th amendment was made on Jun. 23rd, 2000.
The 7th amendment was made on Apr. 27th, 2001.
The 8th amendment was made on Apr. 30th, 2002.
The 9th amendment was made on Jun. 27th, 2003
The 10th amendment was made on Jun. 24th, 2004
The 11th amendment was made on Jun. 30th, 2005.
The 12th amendment was made on Jun. 23rd, 2006.
The 13th amendment was made on Jun. 29th, 2007.
The 14th amendment was made on Jun. 27th, 2008.
The 15th amendment was made on Jun. 26th, 2009.
The 16th amendment was made on Jun. 27th, 2011.
The 17th amendment was made on Jun. 28th, 2013.
The 18th amendment was made on Jun. 26th, 2015.
The 19th amendment was made on May 31st, 2016.
The 20th amendment was made on Sep. 26th, 2017.
The 21st amendment was made on May 31st, 2018.
The 22nd amendment was made on May 30th, 2019.
The 23rd amendment was made on Jun. 27th, 2022.
The 24th amendment was made on Jun. 27th, 2023.
The 25th amendment was made on Jun. 25th, 2024
The 26th amendment was made on May. 28th, 2025
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Appendix 3
Shareholdings of All Directors
- According to Article 26 of the Securities and Exchange Act, all Directors as a whole shall retain no less than 5,639,611 shares.
- As of the first day of the book closure period (2026/04/27) shares retained by directors as indicated on the shareholders' register are as follows:
| Position | Name | Current Shareholding | |
|---|---|---|---|
| Shares | Shareholding ratio (%) | ||
| Chairman | Auoke Investment Co., Ltd. | ||
| Rep. Chang, Yu-Pin | 3,621,102 | 6.42 | |
| Director | Auoke Investment Co., Ltd. | ||
| Rep. Wen, Wen-Sheng | 3,621,102 | 6.42 | |
| Director | Auhong Investment Co., Ltd. | ||
| Rep. Yeh, Ming-Tarng | 2,611,000 | 4.63 | |
| Director | Auhong Investment Co., Ltd. | ||
| Rep. Chang, Chih-Chuan | 2,611,000 | 4.63 | |
| Director | Huang, Fu-Chang | 590 | 0.00 |
| Independent Director | Chou, Chun-Hung | 0 | 0.00 |
| Independent Director | Chang, Pei-Chuan | 0 | 0.00 |
| Independent Director | Huang, Chih-Chen | 0 | 0.00 |
| Independent Director | Chung, Char-Dir | 0 | 0.00 |
| Total | 6,232,692 | 11.05 |
Note 1 : As of the first day of the book closure period total number of shares : 56,396,114 shares.
Note 2 : The Company has established an Audit Committee.
auden
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2026
Annual Meeting of Shareholders