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AWEA — AGM Information 2026
Apr 23, 2026
51853_rns_2026-04-23_1a2192ae-aacf-4896-a9ba-f83baee544d7.pdf
AGM Information
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Stock Code: 1530
AWEA
THE ULTIMATE MACHINING POWER
AWEA Mechantronic Co., Ltd.
2026 Annual Shareholders’ Meeting Meeting Handbook
Date: May 27, 2026
Location: No. 15, Keyuan 2nd Rd., Xitun Dist., Taichung City (AWEA Taichung Branch)
Page
Table of Contents
Chapter 1 Meeting Agenda ... 2
Chapter 2 Contents of Reports ... 3
Chapter 3 Issues Posed for Acknowledgement ... 18
Chapter 4 Matter for Discussion ... 19
Chapter 5 Items for Election ... 20
Chapter 6 Other Proposals ... 22
Chapter 7 Questions and Motions ... 22
Appendices:
Appendix 1. Independent Auditor’s Report and Financial Statements 2025 ... 23
Appendix 2. Statement of Earnings Distribution 2025 ... 47
Appendix 3. Contents and Amount of Remunerations to Directors 2025 ... 48
Appendix 4. Report on the Implementation Status of Related-Party Transactions 2025 ... 50
Appendix 5. Sustainable Development Practice Principles ... 51
Appendix 6. Articles of Incorporation ... 58
Appendix 7. Rules of Procedure for Shareholders’ Meetings ... 65
Appendix 8. Rules for Election of Directors ... 74
Appendix 9. Shareholding of All Directors ... 76
2
Meeting Agenda for the 2026 Annual Shareholders' Meeting of AWEA Mechantronic Co., Ltd.
Time: 9:00 a.m. on May 27, 2026 (Wednesday)
Location: No. 15, Keyuan 2nd Rd., Xitun Dist., Taichung City (AWEA Taichung Branch)
Form of Shareholders' Meeting: Physical
- Chairperson calls the meeting to order (announces the number of shares in attendance)
- Chairperson Remarks:
- Contents of Reports:
(1) 2025 Business Report.
(2) 2025 Audit Committee’s Audit Report.
(3) Report on distribution of earnings in 2025.
(4) Report on Investment Status in Mainland China.
(5) Report on Loaning of Funds.
(6) Report on Director’s Remuneration for the Year 2025.
(7) Report on the Implementation Status of Related-Party Transactions 2025.
(8) Report on the buyback of treasury stock.
(9) Report on the Formulation of the Company’s “Sustainable Development Best Practice Principles” - Issues Posed for Acknowledgement:
(1) 2025 Business Report and Financial Statements.
(2) The Earnings Distribution for 2025. - Discussion: Proposal to Issue New Shares through Capitalization of Retained Earnings.
- Item for Election: Proposal for Re-election of Directors
- Other Proposals: Proposal to Lift the Restrictions on the Non-competition Behaviors of the New Directors and Their Representatives.
- Questions and Motions
- Adjournment
[Contents of Reports]
- 2025 Business Report.
To all shareholders concerned:
Thank you to all you shareholders for taking the time to attend the 2026 Annual Shareholders’ Meeting, and for your continuous support and care for the management team of AWEA. The results of the Company’s business performance in the 2025 and the Company’s business plan in 2026 are summarized and reported as follows:
(1) Report on Results of the Company’s Business Performance in 2025
A. Operating revenue: Net operating revenue of the Company in 2025 was NTD 1,384,673 thousand, with an increase of NTD 91,651 thousand and an increase rate of 7.09%, compared with the NTD 1,293,022 thousand in 2024.
B. Profit and loss: Net loss before tax of the Company in 2025 was NTD (206,286) thousand, with a decrease of NTD 668,456 thousand and a decrease rate of 144.63%, compared with a net profit before tax of NTD 462,170 thousand in 2024; net loss after tax of the Company in 2025 was NTD (233,203) thousand (NTD -2.45 per share), with a decrease of NTD 685,704 thousand and a decrease rate of 151.54%, compared with a net profit after tax of NTD 452,501 thousand (NTD 4.68 per share) in 2024.
C. Comparison of earnings in 2025 and 2024 was as follows:
Unit: NTD thousand
(Parent Company Only)
| Items | 2025 | 2024 | Amount in increase/decrease | Increase (decrease) % |
|---|---|---|---|---|
| Net operating revenues | 1,384,673 | 1,293,022 | 91,651 | 7.09% |
| Operating costs | (1,178,557) | (1,108,126) | 70,431 | 6.36% |
| Gross profit | 206,116 | 184,896 | 21,220 | 11.48% |
| Realized (Unrealized) gain among associated companies | (2,590) | 10,388 | (12,978) | (124.93%) |
| Net operating profit (loss) | (44,875) | (58,902) | 14,027 | 23.81% |
| Net profit (loss) before tax | (206,286) | 462,170 | (668,456) | (144.63%) |
| Net profit (loss) after tax | (233,203) | 452,501 | (685,704) | (151.54%) |
(Consolidated)
| Items | 2025 | 2024 | Amount in increase/decrease | Increase (decrease) % |
|---|---|---|---|---|
| Net operating revenues | 1,926,469 | 1,917,762 | 8,707 | 0.45% |
| Operating costs | (1,651,771) | (1,639,155) | 12,616 | 0.77% |
| Gross profit | 274,698 | 278,607 | (3,909) | (1.40%) |
| Realized (Unrealized) gain among associated companies | (3,674) | 3,076 | (6,750) | (219.44%) |
| Net operating profit (loss) | (76,601) | (84,267) | 7,666 | 9.10% |
| Net profit (loss) before tax | (207,181) | 457,480 | (664,661) | (145.29%) |
| Net profit (loss) after tax | (234,502) | 446,497 | (680,999) | (152.52%) |
| Attributable to parent company | (233,203) | 452,501 | (685,704) | (151.54%) |
D. The budget execution status and the financial revenues in 2025 are as follows:
In accordance with stipulations in "Regulations Governing the Publication of Financial Forecasts of Public Companies", the Company did not need to disclose its financial forecast information for 2025, therefore, there was no data on its budget execution status in 2025.
E. Breakthrough in operation management:
(A) Breakthrough in product development
AWEA products developed with optimized functions in the direction of large-scale, composite, five-axis, high-speed and intelligence, etc.
a Gantry type high-speed five-axes machining center AG (linear motor drive) and RG (linear screw drive) series, which met the five-axis and high-speed machining needs for mold and aerospace industry.
b Various horizontal/ horizontal five-axis machining centers, which provided machining needs for mass-production line.
c The full range of bridge milling models can be matched with AWEA's in house made high-speed spindle, to meet the needs of the customers' mold processing industry.
d MEGA5 series of high-performance large-scale five-axis machining center, which met the high-speed, and high-precision machining needs of the aerospace industry.
e FCV milling machine 5 axes machining center series, which met the customers' needs for compounding machining.
f The full range of bridge milling models with the new generation of milling head series, which could comprehensively improve the performance and function, and provide the customers with more choices.
g Large bridge type milling machine with AWEA homemade automatic universal head, which could meet the customers' processing needs at different angles.
h Large moving cross rail machining center MVP series and super traveling column machining center MCP series and new moving cross rail moving column MVCP models, which could provide the customers with large processing range, large processing stroke and meet their needs for processing convenience.
i Brand-new long-stroke high-speed aluminum cutting machining center, which could provide ultra-high-speed cutting feed to meet the customers' need for high-speed aluminum cutting.
j The BT series of high-rigidity, high-torque, high-precision horizontal boring and milling machines can meet the machining needs of the energy, shipbuilding, heavy machinery, and large-scale mold industries.
k Intelligent information control system AiLINC new product was published, which enabled the machine matched with AiLINC to be upgraded to intelligent machine, to docking with intelligent manufacturing.
(B) Breakthrough in production and sales layout
a Its sales volume of niche market products increased, and its export proportion of bridge type 5-axis machines and horizontal boring mills increased.
b Breakthrough in sales volume in mature markets - USA, Germany, North America, etc.
c Development of new markets - Eastern Europe, Northern Europe, ASEAN, India and Vietnam, etc.
d Development and marketing of new products - new large-scale gantry machine, European-standard attachment head integration application, etc.
e It provided diversified controllers for selection, with rapid supply.
(C) Breakthrough in improvement of corporate management
a It established corporate culture, to improve the corporate competitiveness.
b It made effective control of accounts receivable and ending balance of inventory.
c It promoted precision production, made effective control of cost, and enhanced the product competitiveness.
d It made reasonable use of general and administrative expenses, and reduced unnecessary expenditures.
(2) Summary of the business plan 2026
A. 2026 Trading strategy
(A) Market strategy: To make full use of the information platform, establish complete marketing documents and sales system, coordinate agents in different regions to support each other in machine sales, reduce stock volume and improve delivery speed; cooperate with exhibitions using the group image both at home and abroad, make market promotion, and reduce sales resistance.
(B) Sales strategy: Enhance brand recognition between the agents and the customers.
(C) Management strategy: Reduce the error rate, improve the working quality, and enhance performance indicator management.
B. Business objective for 2026
Estimated sales volume in 2026: 116 bridge machines, and 304 C-type machines.
(3) Production and marketing policies
Important long-term direction:
A. Continue to make diversion of market: Making diversification of the market is conducive to avoiding the risk of market concentration, which is a long-term policy of the Company, and is conducive to the stable development of the Company.
B. Improve customer satisfaction by service: After service is an important link for maintaining customers, and the Company could obtain repeat orders only with a good after-sales service, therefore, in the future, the Company will struggle toward the objective of rapid service and inexpensive but excellent support.
C. Develop products as required by the market: To strengthen the interaction and understanding of the market, develop products according to market demand, and improve the market share of products.
(4) Impact from external competition environment, regulatory environment and overall operation environment
The Company's development in the future is subject to impact from the following adverse factors:
A. The NTD exchange rate fluctuates greatly, which has an impact on order-receiving and production costs, as well as adverse impact on operation.
B. The domestic labor laws and regulations are rigid, which is easy to cause employee-employer conflicts, increase the operating costs, and have adverse impact on development of the industry.
(5) Future Development Strategies
A. Marketing strategies:
(A) To adjust the sales market proportion and strategy in response to United States–China trade war and inflation impact.
(B) To demonstrate advantages of the Company's products in aerospace, semiconductor and wind power green energy, and expand the market supply and share.
(C) To invest more resources for development since the trend of intelligent products with industry is becoming increasingly obvious.
(D) To integrate and develop all kinds of five-axis application technologies, and expand sales of five-axis machine.
(E) To actively improve all kinds of high-end five-axis products in active markets of five-axis machines.
(F) To actively expand the international market, and integrate the demonstration, sales, service and repair sites.
(G) To actively introduce talents, make industry-university cooperation, and deeply improve the Company's long-term development competitiveness.
(H) To make use of the information tool and network platform, and integrate exhibitions, advertising, publicity and influencer recommendations, to enhance marketing channels.
B. Procurement strategy
(A) To strengthen supply chain links to shorten lead times of raw materials and reduce stock inventory, and improve the delivery speed and mobility.
(B) To make group procurement and price negotiation, make regular assessment of the suppliers, and implement ISO assessment of the suppliers' quality, delivery and price, and coach the suppliers to enhance their competitiveness, thus enhancing the competitiveness of the Company.
C. Development orientation of product
(A) To cooperate with the domestic green energy, semiconductor, shipbuilding, drones, robotics and other industrial policies to develop new-generation products, so as to make a preparation for competitive advantages in the future.
(B) To construct a complete product line, and coordinate with the Goodway Parent Company, to make respective development in the field of professional milling machine machining and turning machining technologies.
(C) To make research and development of high value-added new products, such as gantry-type\floor type moving column gantry machine, floor-type moving column moving cross rail gantry machine, high-efficiency mass production machine, high-speed five-axis machine, and horizontal boring machine, etc.
(D) To deepen the development of intelligent and automated new functions at the high-tech level.
(E) To actively promote and expand products in aerospace machining markets in cooperation with the development trend of aerospace industry in the world.
(F) To develop new-generation products in compliance with the global trend of energy-saving, carbon-reduction and green manufacturing.
D. Production strategies
(A) To improve the self-production rate, and strengthen the precision machining equipment and self-assembly capacity, so as to improve the product quality.
(B) To complete the construction of Dapumei Phase II plant in 2026, the completion of which can improve production capacity of small vertical machines, achieving rapid supply.
(C) To put Phase II plants of Wujiang Plant into mass production, with key precision components supported by the parent factory, so as to improve production capacity in Mainland China.
Looking back at the volatile global economic landscape of 2025, we faced multiple challenges including high inflation, high interest rates, increased U.S. import tariffs, exchange rate fluctuations, and geopolitical tensions. Consequently, the business operating environment became increasingly difficult, and the global machine tool market was not in good condition. The Company, like most peer companies, faced the same problems, with significant decline in orders and shipments due to limited inventory destocking of customers. Looking ahead to 2026, the Company will efficiently accept orders and deliver products, and refurbish and calibrate used machines to increase their added value for customers to choose from. The Group will continue to adopt a procurement model of bulk orders and annual contracts, and set prices according to quantities, in order to reduce costs and enhance competitiveness. At the same time, we will strengthen product quality, focus on large gantry and high-speed five-axis processing machines to meet the product refinement route, hoping to bring the next industrial recovery opportunity for the Company.
The management team of AWEA has always been following a dedicated attitude and making all-round preparation, and we have the confidence to overcome all kinds of current adverse internal and external factors, so as to make the Company continue to grow steadily in the sluggish environment. We would like to express our gratitude to our customers and business partners, and we would also like to extend special thanks to all employees for their dedication and contributions. We sincerely thank all AWEA shareholders for their long-term support of the Company's development vision. Thanks again to all shareholders for your support and recognition. At last, I wish all of you:
A good health, and all the best wishes for you!
AWEA Mechantronic Co., Ltd.
President: Shang-Ru Yang
Chairman: Cheng-Jun Yang
President: Shang-Ru Yang
Accounting Supervisor: Guo-Xuan, Fan
- 2025 Audit Committee’s Audit Report
AWEA Mechanronic Co., Ltd.
Audit Committee’s Audit Report
The Business Report, Financial Statements, Proposal for Earnings Distribution and such papers for Year 2025 of the Company have been duly worked out by the Board of Directors. Among the papers, the Financial Statements has been duly audited and verified by Certified Public Accountants Guei-Duan Chen and Xin-Yu Zhong of EnWise CPAs & Co. as appointed by the Board of Directors, and the CPA firm has also duly issued the Audit Report.
Upon audit by the Audit Committee, it was deemed that the above Business Report, Financial Statements, Proposal for Earnings Distribution were in compliance with relevant laws and regulations of the Company Act, the report above was made in accordance with the provisions of Article 219 of the Company Act.
The above reports are hereby submitted for review.
AWEA Mechanronic Co., Ltd.
Audit Committee Convener
Li-Ying Luo
March 10, 2026
- Report on Distribution of Earnings in 2025
Description:
(1) As adopted by resolution of the Company’s Board of Directors, a stock dividend of NTD 0.9 and a cash dividend of NTD 0.1 were distributed from earnings.
(2) The cash dividend shall be calculated according to the distribution ratio until the total amount of the cash dividend is integral NTD, the decimals shall be omitted, and the total amount of odd dividends less than NTD 1 shall be adjusted from the decimal point from big to small and the account number from front to back, until meeting the total distribution amount of cash dividend.
(3) In the event of a subsequent change in the share capital of the Company, affecting the number of outstanding shares and resulting in a change in the dividend rate to shareholders, the Chairman is authorized to deal with the matter at his sole discretion.
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- Report on Investment Status in Mainland China.
December 31, 2025
Unit: NTD thousand (unless stated otherwise)
(1) Name of the investee company in Mainland China, main business items, paid-in capital, method of investment, inward/outward remittance of funds, percentage of ownership, carrying value of investment, and gain or loss on repatriated investment:
| Name of investee | Main business activities | Paid-in capital | Investment method (Note 1) | Accumulated investment amount remitted from Taiwan at the beginning of the period | Amount remitted from Taiwan to Mainland China/ Amount remitted back to Taiwan for current period | Accumulated investment amount remitted from Taiwan at the end of the period | Current profit and loss of the invested company | Ownership percentage of direct or indirect investment | Recognized investment gains and losses in the current period (Note 2) | Carrying amount of investment as of December 31, 2025 | Accumulated inward remittance of earnings as of December 31, 2025 | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outflow | Inflow | |||||||||||
| Shanghai Zhuwai Mechanical and Electrical Co., Ltd. | Machinery sales and installation, business management consultation, and international trade | USD 2,500 (NTD 78,450) (Note 3) | 2 | USD 2,494 (NTD 78,262) (Note 3) | - | - | USD 2,494 (NTD 78,262) (Note 3) | $ 1,728 | 100% | $ 2,227 | $ 163,838 | USD 15,438 (NTD 482,740) (Note 3) |
| Awea Mechantronic (Suzhou) Ltd. | Machinery sales, manufacturing and installation, and international trade | USD 11,400 (NTD 357,732) (Note 3) | 2 | USD 10,400 (NTD 326,352) (Note 3) | - | - | USD 10,400 (NTD 326,352) (Note 3) | (13,834) | 100% | (13,834) | 555,606 | USD 4,706 CNY 49,580 (NTD 362,099) |
| Yih Chuan Machinery (Jiaxing) Industry Co., Ltd. | Machinery sales, manufacturing and installation, and international trade | USD 2,510 (NTD 78,764) (Note 3) | 2 | USD 2,510 (NTD 78,764) (Note 3) | - | - | USD 2,510 (NTD 78,764) (Note 3) | 2,571 | 100% | 2,571 | 201,330 | - |
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(2) Limit on investments in Mainland China:
| Name of investor | Accumulated investment amount remitted from Taiwan to Mainland China at the end of the period | Investment amounts authorized by Investment Review Committee, MOEA | Limit on investments in Mainland China imposed by the Investment Review Committee, MOEA Net value x 60% |
|---|---|---|---|
| The Company | $ 404,614 (Note 3) (USD 12,894) | $ 436,182 (Note 3) (USD 13,900) | $ 1,915,521 (Note 5) |
| Yih Chuan Machinery Industry Co., Ltd. | $ 78,764 (Note 3) (USD 2,510) | $ 78,764 (Note 3) (USD 2,510) | $ 133,497 (Note 5) |
Note 1: Investment methods are divided into the following three types, just enter the code:
(1) Direct investment in Mainland China.
(2) Indirect investment in Mainland China through third-region companies.
(3) Other methods.
Note 2: The basis for recognition of investment gains and losses is the financial statements audited by CPAs for the same period.
Note 3: The NTD amount is translated by the exchange rate on the balance sheet date.
Note 4: Dawei Mechantronic (Suzhou) Co., Ltd. was merged with AWEA Mechantronic (Suzhou) Ltd. in September, 2020, and AWEA Mechantronic (Suzhou) Ltd. is the surviving company. The merger was approved by the Investment Review Committee, MOEA under the letter No. 11000165350 in July 2021.
Note 5: The cumulative amount of the investor's investment in Mainland China shall not exceed 60% of the net value.
- Report on Loaning of Funds.
December 31, 2025
Unit: NTD thousand (unless stated otherwise)
| No. (Note 1) | Companies loaning fund | Companies that fund is loaned to | Transaction items | Related party | Maximum balance of the current period (Note 3) | Ending balance (Note 4) | Amount drawn | Interest rate | Type of loans | Amount of transaction | Cause for necessity of short-term financing | Amount of allowance for uncollectible accounts | Collateral | Loaning limit to individual objects (Note 2) | Total loaning limit to others (Note 2) | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Value | |||||||||||||||
| 0 | AWEA Mechantronic Co., Ltd. | Yih Chuan Machinery Industry Co., Ltd. | Other receivables - related parties | Yes | 140,000 | 130,000 | 60,000 | 2.175% | With necessity of short-term financing | - | Operating turnover | - | Promissory note | 130,000 | 319,254 | 1,277,014 |
| 1 | Shanghai Zhuwai Mechanical and Electrical Co., Ltd. | Awea Mechantronic (Suzhou) Ltd. | Other receivables - related parties | Yes | 87,290 (CNY20,000) | 42,670 (CNY10,000) | 44,710 | 3.000% | With necessity of short-term financing | - | Operating turnover | - | - | - | 164,714 | 164,714 |
Note 1: The explanation for the numbering column is as follows:
(1) Fill in 0 for issuer.
(2) The investees are coded sequentially beginning from "1" by each individual company.
Note 2: The loaning limit to individual objects shall not exceed 10% of their net value of the current period, and the total loaning limit shall not exceed 40% of their net value of the current period.
Note 3: The maximum balance of loaning funds to others of the current year.
Note 4: It is the loaning limit approved by the Board of Directors.
- Report on Director’s Remuneration for the Year 2025.
Description: Directors’ remuneration policy, individual contents and amount status of the Company for 2025:
(1) The policy for directors’ remuneration is described as follows:
A. In accordance with Article 20 of the Articles of Incorporation of the Company, the Company shall pay remunerations to the directors for their execution of positions in the Company, and the remunerations to the Chairman and directors shall be authorized to be determined by the Board of Directors according to the degree of their participation in the operation of the Company and the value of their contributions, taking into account both the domestic and foreign industry standards. In addition to the above remunerations, the directors may receive traffic allowance for participating in board meetings.
B. As stipulated in Article 27 of the Articles of Incorporation of the Company, “If the Company has profit in the year (the so-called profit refers to the profit before tax, and before deduction of employees’ remuneration and directors’ and supervisors’ remuneration), it shall set aside not more than 2% as directors’ remuneration…”.
C. In general, a director who is also an employee shall be paid a reasonable salary according to the salary standard of the Company, taking into account the salary level of such employee in the peer market, his/her scope of authority and responsibility within the Company, his/her contribution to the business objectives of the Company and the decision risk borne by the position.
D. As for the directors’ remuneration, in addition to considering the overall operating performance of the Company, reasonable directors’ remuneration shall be given with reference to the results of the profit margin, operating efficiency and performance evaluation of the year, and the directors’ remuneration system shall be reviewed at any time in accordance with the actual operating conditions and relevant laws and regulations. The directors’ remuneration shall be reviewed by the Remuneration Committee and resolved by the by the Board of Directors:
14
(A) Operating performance: Based on a comprehensive evaluation of the current year’s individual operating revenue growth rate (up 7.09%), net profit before tax growth rate (down 144.63%), operating profit growth rate (up 23.81%), and return on equity growth rate (down 6.83%); this category accounts for 80% of the overall evaluation.
(B) Sustainability performance: Based on a comprehensive evaluation of the achievement of the Company’s sustainability commitment targets, including green product innovation, low-carbon manufacturing transformation, circular economy, sustainable responsible procurement, and occupational safety and health; this category accounts for 10% of the overall evaluation.
(C) External evaluation: Based on a comprehensive evaluation of changes in the Company’s corporate governance evaluations and other relevant factors; this category accounts for 10% of the overall evaluation.
Based on the above evaluation criteria, the decline in net profit before tax growth rate primarily impacted operating performance. Although the sustainability performance achievement rate improved, the director evaluation score for the current year declined compared to last year. Consequently, directors’ remuneration was reduced by 32.86% from the previous year, representing 2% of the net loss after tax.
(2) Individual contents and amount status of the directors’ remuneration paid by the Company for 2025 are as shown in Page 48 of this meeting handbook. (Appendix 3)
15
16
- Report on the Implementation Status of Related-Party Transactions 2025.
Description:
(1) According to Article 9-1 of the Company’s “Rules Governing the Financial and Business Matters between Related Parties”, written regulations shall be formulated for financial and business operations between related parties, and major transactions shall be submitted to the Board of Directors for approval and reported the latest shareholders’ meeting after the end of the year.
(2) The transactions of the related party (YAMA SEIKI USA, INC.) in 2025 were disclosed in the related-party transactions in the parent company only and consolidated financial statements, and relevant information on major transactions was disclosed in accordance with the provisions of the Regulations Governing the Preparation of Financial Reports by Securities Issuers. The Report on the Implementation Status of Related-Party Transactions 2025 is shown in page 50 of this meeting handbook. Appendix 4
- Report on the Buyback of Treasury Stock.
Description:
In accordance with Article 28-2, Paragraph 7 of the Securities and Exchange Act, the Company shall report the Board of Directors’ resolution regarding the buyback of shares and the status of its execution at the most recent shareholders’ meeting. Please refer to the table below for the status of the Company’s treasury stock buyback.
| Resolution Date of Board of Directors | April 17, 2025 |
|---|---|
| Purpose of buyback | To safeguard the Company’s credit and shareholders’ equity |
| Actual buyback period | April 21, 2025 - June 10, 2025 |
| Actual number of shares bought back | 2,000,000 shares |
| Percentage of actual number of shares bought back in total number of issued shares | 2.07% |
| Amount of shares bought back | NTD 63,692,011 |
| Average buyback price per share | NTD 31.85 |
| Implementation rate of treasury stock buyback | 100% |
| Status of implementation | Cancellation registration completed on September 26, 2025 |
- Report on the formulation of the Company’s “Sustainable Development Best Practice Principles”
Description:
(1) In order to practice sustainable development and promote balanced and sustainable development of the economy, society, and environment, the Company intends to formulate these principles in accordance with the “Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies” to manage the Company’s economic, environmental, and social risks and impacts.
(2) The above regulations have been approved by the Board of Directors and submitted to the shareholders’ meeting. The relevant contents are shown in page 51 of this meeting handbook. (Appendix 5)
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[Issues Posed for Acknowledgement]
Proposal 1 (Proposed by the Board of Directors)
Subject: The Company’s 2025 business report and financial statement. The motion is posted for acknowledgment.
Description:
(1) The financial statements for 2025 prepared by the Company’s Board of Directors have been duly audited and verified by Certified Public Accountants Guei-Duan Chen and Xin-Yu Zhong of EnWise CPAs & Co. Together with the Business Report, they have been submitted to be audited by the Audit Committee, which has duly issued a written audit report.
(2) For the Business Report and Financial Statements, please refer to pages 3-8 and pages 23-46 of this Handbook. (Appendix 1)
(3) The motion is posted for acknowledgment.
Resolutions:
Proposal 2 (Proposed by the Board of Directors)
Subject: Proposal of the 2025 earnings distribution. The motion is posted for acknowledgment.
Description:
(1) The earnings distribution table for 2025 of the Company has been prepared, please refer to Page 68 of the Handbook for details. (Appendix 2)
(2) The motion is posted for acknowledgment.
Resolutions:
18
[Matter for Discussion]
(Proposed by the Board of Directors)
Subject: Proposal to issue new shares through capitalization of retained earnings. The motion is posted for discussion.
Description:
(1) To strengthen its operations and enhance its capital structure, the Company proposes to conduct a capital increase through capitalization of retained earnings in the amount of NTD 85,134,760, issuing 8,513,476 new shares with a par value of NTD 10 per share.
(2) For this capital increase and new share issuance, based on the number of shares held by shareholders as recorded in the Register of Shareholders on the record date for rights issue, 90 new shares will be issued for every 1,000 shares held. Fractional shares (less than one share) resulting from the allocation may be consolidated into whole shares by shareholders through registration with the shareholder services agent within five days from the suspension of the transfer date. Any remaining fractional shares after consolidation will be settled in cash at par value, rounded to the nearest whole dollar. The Chairman is authorized to negotiate with a designated person to subscribe such shares.
(3) The rights and obligations of the new shares issued in this capital increase shall be the same as those of the existing issued shares.
(4) In the event of a subsequent change in the share capital of the Company, affecting the number of outstanding shares and resulting in changes in the rights issue rate to shareholders, it is proposed that the annual shareholders' meeting should authorize the Board of Directors to deal with the matter at its sole discretion.
(5) This capital increase and issuance of new shares shall take effect upon approval by the Annual Shareholders' Meeting and report to the competent authority; the Board of Directors shall separately set the record date for the capital increase and rights issue.
(6) It is hereby submitted for resolution.
Resolutions:
19
[Items for Election]
(Proposed by the Board of Directors)
Subject: Proposal for reelection of directors is submitted for a vote.
Description:
(1) The term of office for the Company’s 13th Board of Directors will expire on June 6, 2026. In accordance with the law, the reelection of directors shall be conducted at this Annual Shareholders’ Meeting.
(2) In accordance with the Company’s Articles of Incorporation, seven directors (including three independent directors) will be elected for a three-year term by candidate nomination system.
(3) The term of office for the newly elected directors shall be from May 27, 2026, to May 26, 2029. The term of office of the incumbent directors shall expire upon the conclusion of this Annual Shareholders’ Meeting.
(4) The list of director candidates has been passed by the Board of Directors on March 10, 2026, and relevant data is hereby stated as follows:
| Director Candidates | Education Recognitions | Work Experience | Current Position | Shares Held |
|---|---|---|---|---|
| Cheng-Jun Yang | EMBA (Top Executive Program), National Chung Hsing University | Founder and Chairman of YAMA SEIKI President of AWEA Mechantronic Co., Ltd. | ||
| Senior Sales Manager of Goodway Machine Corp. | ||||
| Export Sales Manager of Goodway Machine Corp. | ||||
| Director of Turvo International Co., Ltd. | ||||
| Supervisor of the Allied Association for Science Park Industries | ||||
| Executive Director of the Taiwan Machine Tool & Accessory Builders’ Association (TMBA) | Chairman of AWEA Mechantronic Co., Ltd. | |||
| Yama Seiki USA, Inc. CEO | ||||
| Director of Goodway Machine Corp. | ||||
| Chairman of Yih Chuan Machinery Industry Co., Ltd. | ||||
| Person in charge of Jin Cheng Investment Co., Ltd. | ||||
| Director of Turvo International Co., Ltd. | ||||
| Supervisor of the Taiwan Machine Tool & Accessory Builders’ Association (TMBA) | 0 | |||
| Qing-Feng Yang | Bachelor’s degree of Accounting, National Chung Hsing University | Director of AWEA Mechantronic Co., Ltd. | ||
| Vice President of Goodway Machine Corp. | Director of AWEA Mechantronic Co., Ltd. | 130,000 | ||
| Goodway Machine Corp. | ||||
| Representative of juristic person: | ||||
| Cheng-Xuan Wang | Bachelor’s degree of Information Engineering and Computer Science, Feng Chia University | Director of AWEA Mechantronic Co., Ltd. | ||
| Manager of Marketing Department of Goodway Machine Corp. | Director of AWEA Mechantronic Co., Ltd. | |||
| Chairman of Hung Jiu Investment Co., Ltd. | ||||
| Chairman of Hong Li Investment Co., Ltd. | ||||
| Special Assistant of AWEA Mechantronic Co., Ltd. | ||||
| Senior Manager of R&D Division 3, AWEA Mechantronic Co., Ltd. | ||||
| Manager of Marketing Department of Goodway Machine Corp. | 47,962,311 |
20
| Director Candidates | Education Recognitions | Work Experience | Current Position | Shares Held |
|---|---|---|---|---|
| Hsin-Yu Lin | Dept. of Mechanical Engineering, Hsiuping University of Science and Technology | Auditor of AWEA Mechantronic Co., Ltd. | Person in charge of Zhi Yuan Investment Co., Ltd. | 661 |
| Independent Director Candidates | Education Recognitions | Work Experience | Current Position | Shares Held |
| --- | --- | --- | --- | --- |
| Ching-Hsing Szu | Department of Electrical and Information Technology, Nan Kai University of Technology | Director of Turvo International Co., Ltd. Director of Zeng Hsing Industry Co., Ltd. Supervisor of GODWAY Growing Co., Ltd. | Chairman of Chia Te Wei Industrial Co., Ltd. | 25,000 |
| Li-Ying Luo | Master of College of Management, National Chung Hsing University | Manager of FitTech Co., Ltd. Assistant manager of Da Fon Environmental Technology Co., Ltd. | Independent Director of AWEA Mechantronic Co., Ltd. CPA of Yi Cheng Accounting Firm | 0 |
| Yu-Ren Su | Associate degree of Grossmont College | Management Information System Engineer of Dayungs Development Co., Ltd | Independent Director of AWEA Mechantronic Co., Ltd. Director of Jinlianggu Enterprise Co., Ltd. | 0 |
(5) This re-election was performed in accordance with the "Rules for Election of Directors".
(6) It is hereby submitted for election.
Election results:
22
Other Proposals
(Proposed by the Board of Directors)
Subject: Proposal to lift the restrictions on the non-competition behaviors of the new directors and their legal representatives. The motion is posted for discussion.
Description:
(1) In accordance with Article 209 of the Company Act, “A director who does anything for himself or on behalf of another person that is within the scope of the company’s business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.”.
(2) In order to attract excellent talents in the industry, it is proposed to submit to the Shareholders’ Meeting to approve dissolution of non-competition restriction on the newly elected 14th directors and their legal representatives.
(3) The directors’ concurrent positions are as follows:
| Title | Name | Name of other company and position held |
|---|---|---|
| Director | Cheng-Jun Yang | Yama Seiki USA, Inc./ CEO |
| Goodway Machine Corp./ Director | ||
| Yih Chuan Machinery Industry Co., Ltd./ Chairman | ||
| Jin Cheng Investment Ltd./ Person in charge | ||
| Turvo International Co., Ltd./ Director | ||
| Taiwan Machine Tool & Accessory Builders’ Association (TMBA)/ Supervisor | ||
| Bo Xin Investment Co., Ltd./ Person in charge | ||
| Boldwin Bio Co., Ltd./ Director | ||
| Director | Qing-Feng Yang | JiaJin Investment Co., Ltd./ Supervisor |
| Hong Hua Investment Co., Ltd./ Supervisor | ||
| Hong Li Investment Co., Ltd./ Supervisor | ||
| Zhi Yuan Investment Ltd./ Supervisor | ||
| Director | Goodway Machine Corp. | |
| Representative of juristic person: Cheng-Xuan Wang | Hung Jiu Investment Co., Ltd./ Chairman | |
| Hong Li Investment Co., Ltd./ Chairman | ||
| Goodway Machine Corp./ Manager of Marketing Department | ||
| Boldwin Bio Co., Ltd./ Director | ||
| Director | Hsin-Yu Lin | Zhi Yuan Investment Co., Ltd./ Person in charge |
| Independent Director | Ching-Hsing Szu | Chia Te Wei Industrial Co., Ltd./ Chairman |
| Independent Director | Yu-Ren Su | Jinlianggu Enterprise Co., Ltd./ Director |
(4) It is hereby submitted for resolution.
Resolutions:
[Questions and Motions]
[Adjournment]
23
Appendix 1
Independent Auditors' Report
To AWEA Mechantronic Co., Ltd.:
Audit Opinion
We have audited the accompanying parent company only balance sheets of AWEA Mechantronic Co., Ltd., as at December 31, 2025 and 2024, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of AWEA Mechantronic Co., Ltd. as of December 31, 2025 and 2024 and for the years then ended, and its individual financial performance and its individual cash flows for the years then ended in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers based on our audit results and the audit reports of other certified public accountants (CPAs) (refer to the section of “Other matters”).
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audit results and the audit reports of other accountants, we are convinced that we have acquired enough and appropriate audit evidence to serve as the basis of audit 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, 2025 of AWEA Mechantronic Co., Ltd. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matters for the Company’s individual financial statements for the year ended December 31, 2025 are stated as follows:
Revenue recognition
The main source of revenue for AWEA Mechantronic Co., Ltd. is the sales of machining centers. In 2025, the recognized revenue was NTD 1,198,665 thousand, which accounted for about 87% of the total operating revenue. Since the sales locations include Taiwan, Mainland China, Italy and the United States, the sales terms vary by customers, the risks of ownership and the time of compensation transfer shall be determined in accordance with the terms of the customer's orders or contracts, and the time and amount of revenue recognition can have a significant impact on the financial statements. Therefore, we have identified revenue recognition as one of the key audit matters.
For the accounting policies related to revenue recognition, please refer to Note 4 to the parent company only financial statements.
We evaluated the reasonableness of the sales revenue recognition, performed the cut-off point test, and performed internal control tests to understand the design and implementation of the sales revenue recognition process and the related control system of AWEA Mechantronic Co., Ltd. In addition, we conducted related control tests on the sales and collection cycles, sampled and checked the sales contracts to confirm the correctness of the information in the accounting system, performed reconciliations between the general ledger system and the sales system, and assessed whether the time of revenue recognition was in accordance with the relevant reporting regulations.
Evaluation of inventories
AWEA Mechantronic Co., Ltd. mainly engages in the design, manufacture and sales of special machines, automation equipment and computer-controlled tool machines. As of December 31, 2025, the total inventories, allowance for market value decline and loss on obsolete and slow-moving inventories were NTD 1,256,217 thousand and NTD 388,130 thousand, respectively. Inventories of AWEA Mechantronic Co., Ltd. are measured at cost and net realizable value. Allowance for market value decline and loss on obsolete and slow-moving inventories are allocated for inventories aged over a certain period of time or individually identified as obsolete. Due to the intense competition in the spare parts market and the varying speeds of obsolescence of different products, the risks of loss on decline in the market value or obsolete inventories are relatively high. The net realizable values used for obsolete inventories and their evaluation usually involve subjective judgment and are therefore highly uncertain. Considering the significant impact
24
of inventories and their allowance for market value decline and loss on obsolete and slow-moving inventories on financial statements, we have identified allowance for market value decline and loss on obsolete and slow-moving inventories as one of the key audit matters.
For the accounting policies related to inventories, please refer to Note 4 to the parent company only financial statements; for significant accounting estimates and assumptions used in the evaluation of inventories, please refer to Note 5 to the parent company only financial statements.
We understood, evaluated, and tested the design and implementation of the internal control system related to inventory management, obtained the evaluation data on the lower of cost or net realizable value of inventories compiled by management authority, sampled and estimated the selling price information to the most recent sales records, and assessed the basis of management authority's estimate of net realizable value and its reasonableness; obtained an inventory aging statement, and assessed the appropriateness of the policy on provision for allowance for market value decline and loss on obsolete and slow-moving inventories.
Other Matters - References to the Audits of Other CPAs
In the parent company only financial statements, the financial statements of YAMA SEIKI USA, INC., an investment accounted for using equity method have not been audited by us, but by other CPAs. Investment amount of such associates recognized by equity method for the years ended December 31, 2025 and 2024 were NTD 129,817 thousand and NTD 126,784 thousand, respectively, both accounted for 2% of total assets; for the years ended December 31, 2025 and 2024, the Company's share of the profit or loss of subsidiaries, associates, and joint ventures accounted for using the equity method was NTD 12,126 thousand and NTD 7,214 thousand, respectively, accounting for (5%) and 1% of total comprehensive income for the respective periods.
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.
25
In preparing the parent company only financial statements, management is responsible for assessing AWEA Mechanronic Co., Ltd.'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 AWEA Mechanronic Co., Ltd. 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 AWEA Mechanronic Co., Ltd.'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 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, Misstatements 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 maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. Fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Therefore, the risk of not detecting a material misstatement resulting from fraud is higher than the one resulting from error.
-
Obtain an understanding of internal control relevant to the audit to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the AWEA Mechanronic Co., Ltd.'s internal control.
26
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management level.
-
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 AWEA Mechantronic Co., Ltd.'s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our 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 AWEA Mechantronic Co., Ltd. to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the parent company only financial statements, including relevant notes, 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 entities or business activities within AWEA Mechantronic Co., Ltd. to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the audit of AWEA Mechantronic Co., Ltd. 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.
27
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements of AWEA Mechantronic Co., Ltd. for the year ended December 31, 2025 and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
EnWise CPAs & Co.
CPA Guei-Duan Chen
CPA Xin-Yu Zhong
Approval number of the Securities and
Futures Management Committee,
Ministry of Finance
(1990) Tai-Cai-Zheng (I) No. 27495
Approval number of the Securities and
Futures Management Committee,
Ministry of Finance
(2011) Tai-Cai-Zheng (VI) No. 3889
March 10, 2026
Notice to Readers
The accompanying parent company only financial statements are intended only to present the parent company only financial position, financial performance and cash flows in accordance with 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 applied in the Republic of China. For the convenience of readers, the independent auditors' report and the accompanying parent company only financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese- language independent auditors' report and parent company only financial statements shall prevail.
28
Independent Auditors' Report
To AWEA Mechantronic Co., Ltd.:
Audit Opinion
We have audited the accompanying consolidated balance sheets of AWEA Mechantronic Co., Ltd. and its Subsidiaries (the “Group”) as at December 31, 2025 and 2024, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, based on our audits and the reports of other auditors (refer to the Other Matter paragraph), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers of the Republic of China, the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission (FSC) of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the 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. Based on our audit results and the audit reports of other accountants, we are convinced that we have acquired enough and appropriate audit evidence to serve as the basis of audit opinion.
29
30
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Group’s 2025 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matters for the Group’s 2025 consolidated financial statements are stated as follows:
Revenue recognition
The main source of revenue for the Group is the sales of machining centers. In 2025, the recognized revenue was NTD 1,814,818 thousand, which accounted for about 94% of the total operating revenue. Since the sales locations include Taiwan, Mainland China, Italy and the United States, the sales terms vary by customers, the risks of ownership and the time of compensation transfer shall be determined in accordance with the terms of the customer’s orders or contracts, and the time and amount of revenue recognition can have a significant impact on the financial statements. Therefore, we have identified revenue recognition as one of the key audit matters.
For the accounting policies related to revenue recognition, please refer to Note 4 to the consolidated financial statements.
We evaluated the reasonableness of the sales revenue recognition, performed the cut-off point test, and performed internal control tests to understand the design and implementation of the sales revenue recognition process and the related control system of the Group. In addition, we conducted related control tests on the sales and collection cycles, sampled and checked the sales contracts to confirm the correctness of the information in the accounting system, performed reconciliations between the general ledger system and the sales system, and assessed whether the time of revenue recognition was in accordance with the relevant reporting regulations.
Evaluation of inventories
The Group mainly engages in the design, manufacture and sales of special machines, automation equipment and computer-controlled tool machines. As of December 31, 2025, the total inventories, allowance for market value decline and loss on obsolete and slow-moving inventories were NTD 1,778,936 thousand and NTD 542,780 thousand, respectively. Inventories of the Group are measured at cost and net realizable value. Allowance for market value decline and loss on obsolete and slow-moving inventories are allocated for inventories aged over a certain period of time or
individually identified as obsolete. Due to the intense competition in the spare parts market and the varying speeds of obsolescence of different products, the risks of loss on decline in the market value or obsolete inventories are relatively high. The net realizable values used for obsolete inventories and their evaluation usually involve subjective judgment and are therefore highly uncertain. Considering the significant impact of inventories and their allowance for market value decline and loss on obsolete and slow-moving inventories on financial statements, we have identified allowance for market value decline and loss on obsolete and slow-moving inventories as one of the key audit matters.
For the accounting policies related to inventories, please refer to Note 4 to the consolidated financial statements; for significant accounting estimates and assumptions used in the evaluation of inventories, please refer to Note 5 to the consolidated financial statements.
We understood, evaluated, and tested the design and implementation of the internal control system related to inventory management, obtained the evaluation data on the lower of cost or net realizable value of inventories compiled by management authority, sampled and estimated the selling price information to the most recent sales records, and assessed the basis of management authority's estimate of net realizable value and its reasonableness; obtained an inventory aging statement, and assessed the appropriateness of the policy on provision for allowance for market value decline and loss on obsolete and slow-moving inventories.
Other Matters
In the consolidated financial statements, the financial statements of YAMA SEIKI USA, INC., an investment accounted for using equity method have not been audited by us, but by other CPAs. Investment amount of such associates recognized by equity method for the years ended December 31, 2025 and 2024 were NTD 129,817 thousand and NTD 126,784 thousand, respectively, both accounted for 2% of total assets; for the years ended December 31, 2025 and 2024, the Company's share of the profit or loss of associates, and joint ventures accounted for using the equity method was NTD 12,126 thousand and NTD 7,214 thousand, respectively, accounting for (5%) and 1% of total comprehensive income for the respective periods.
The Company has prepared the parent company only financial statements for 2025 and 2024, and we have issued an audit report containing our unqualified opinion plus the audit report issued by other CPAs as in the section of "Other matters" for reference.
31
32
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including 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 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 maintain professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
Fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Therefore, the risk of not detecting a material misstatement resulting from fraud is higher than the one resulting from error.
-
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 the management level.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including relevant notes, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
33
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the Group for the year ended December 31, 2025, and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
EnWise CPAs & Co.
CPA Guei-Duan Chen
CPA Xin-Yu Zhong
Approval number of the Securities and Futures Management Committee, Ministry of Finance (1990) Tai-Cai-Zheng (I) No. 27495
Approval number of the Securities and Futures Management Committee, Ministry of Finance (2011) Tai-Cai-Zheng (VI) No. 3889
March 10, 2026
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors' report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors' report and consolidated financial statements shall prevail.
34
AWEA Mechantronic Co., Ltd.
Parent Company Only Balance Sheets
December 31, 2025 and 2024
| Code | Items | Notes | December 31, 2025 | Unit: NTD thousand December 31, 2024 | ||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| Current assets | ||||||
| 1100 | Cash and cash equivalents | 4 and 6 | $ 752,887 | 14 | $ 484,221 | 8 |
| 1110 | Financial assets at FVTPL - current | 4 and 6 | 216,268 | 4 | 976,539 | 16 |
| 1136 | Financial assets measured at amortized cost - current | 4 and 6 | 34,919 | 1 | - | - |
| 1150 | Notes receivable, net | 4 and 6 | 35,053 | 1 | 50,008 | 1 |
| 1160 | Notes receivable due from related parties, net | 4 and 7 | 1,304 | - | 12,882 | - |
| 1170 | Accounts receivable, net | 4 and 6 | 219,010 | 4 | 166,340 | 3 |
| 1180 | Account receivables due from related parties, net | 4 and 7 | 89,355 | 2 | 130,654 | 2 |
| 1200 | Other receivables | 7,223 | - | 8,557 | - | |
| 1210 | Other receivables - related parties | 7 | 60,049 | 1 | 70,061 | 1 |
| 1220 | Current tax assets | 4 | 31,460 | 1 | 31,460 | 1 |
| 130X | Inventories | 4 and 6 | 868,087 | 16 | 1,056,656 | 18 |
| 1410 | Prepayments | 7 | 31,891 | 1 | 11,589 | - |
| 1470 | Other current assets | 6 | 131,190 | 2 | 228,310 | 4 |
| 11XX | Total current assets | 2,478,696 | 47 | 3,227,277 | 54 | |
| Non-current assets | ||||||
| 1517 | Financial assets at FVOCI - non-current | 4 and 6 | 421 | - | 376 | - |
| 1535 | Financial assets measured at amortized cost - non-current | 4, 6 and 8 | 10,280 | - | 10,200 | - |
| 1550 | Investments accounted for using equity method | 4 and 6 | 992,187 | 18 | 1,018,033 | 17 |
| 1600 | Property, plant and equipment | 4, 6, 7 and 8 | 1,578,396 | 30 | 1,493,380 | 25 |
| 1755 | Right-of-use assets | 4 and 6 | 155,809 | 3 | 164,531 | 3 |
| 1780 | Intangible assets | 4 and 6 | 2,611 | - | 4,542 | - |
| 1840 | Deferred tax assets | 4 and 6 | 91,756 | 2 | 91,211 | 1 |
| 1915 | Prepayments for equipment | 7 | 3,006 | - | 3,268 | - |
| 1920 | Refundable deposits | 5,465 | - | 2,408 | - | |
| 1931 | Long-term notes receivable, net | 4 | - | - | 3,224 | - |
| 1937 | Overdue receivables | 4 and 6 | - | - | - | - |
| 15XX | Total non-current assets | 2,839,931 | 53 | 2,791,173 | 46 | |
| 1XXX | Total assets | $ 5,318,627 | 100 | $ 6,018,450 | 100 |
Please refer to the accompanying notes to the financial statements.
Chairman: Cheng-Jun Yang
Managerial officer: Shang-Ru Yang
Accounting Supervisor: Guo-Xuan Fan
AWEA Mechantronic Co., Ltd.
Parent Company Only Balance Sheets
December 31, 2025 and 2024
| Code | Items | Notes | December 31, 2025 | Unit: NTD thousand December 31, 2024 | ||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| Current liabilities | ||||||
| 2100 | Short-term borrowings | 6 and 8 | $ 1,435,000 | 27 | $ 1,565,000 | 26 |
| 2110 | Short-term notes and bills payable | 6 | - | - | 79,992 | 2 |
| 2130 | Contract liabilities | 4, 6 and 7 | 74,009 | 2 | 104,905 | 2 |
| 2150 | Notes payable | 164,364 | 3 | 168,455 | 3 | |
| 2160 | Notes payable - related parties | 7 | 6,091 | - | 5,630 | - |
| 2170 | Accounts payable | 49,420 | 1 | 66,977 | 1 | |
| 2180 | Accounts payable - related parties | 7 | 5,556 | - | 2,644 | - |
| 2200 | Other payables | 6 | 55,100 | 1 | 75,319 | 1 |
| 2220 | Other payables - related parties | 7 | 15,130 | - | 1,008 | - |
| 2230 | Current tax liabilities | 4 | 29,449 | 1 | 7,970 | - |
| 2250 | Current provisions | 4 and 6 | 9,390 | - | 10,418 | - |
| 2280 | Current lease liabilities | 4, 6 and 7 | 7,663 | - | 7,536 | - |
| 2310 | Advance receipts | 7 | 761 | - | 190 | - |
| 2399 | Other current liabilities | 974 | - | 1,102 | - | |
| 21XX | Total current liabilities | 1,852,907 | 35 | 2,097,146 | 35 | |
| Non-current liabilities | ||||||
| 2570 | Deferred income tax liabilities | 4 and 6 | 118,963 | 2 | 122,685 | 2 |
| 2580 | Non-current lease liabilities | 4, 6 and 7 | 150,642 | 3 | 158,305 | 3 |
| 2640 | Net defined benefit liability - non-current | 4 and 6 | 3,052 | - | 4,549 | - |
| 2645 | Guarantee deposits received | 528 | - | 428 | - | |
| 25XX | Total non-current liabilities | 273,185 | 5 | 285,967 | 5 | |
| 2XXX | Total Liabilities | 2,126,092 | 40 | 2,383,113 | 40 | |
| Equity attributable to owners of the parent | ||||||
| 3100 | Share capital | 6 | ||||
| 3110 | Common stock | 945,942 | 18 | 965,942 | 16 | |
| 3200 | Capital surplus | 6 | ||||
| 3211 | Capital surplus - additional paid-in capital arising from ordinary share | 5,997 | - | 6,124 | - | |
| 3213 | Capital surplus - Conversion premium of convertible bonds | 57,468 | 1 | 57,468 | 1 | |
| 3240 | Capital surplus - Gains from disposal of assets | 4 | - | 4 | - | |
| 3280 | Capital surplus - others | 31,920 | - | 31,920 | - | |
| 3300 | Retained earnings | 6 | ||||
| 3310 | Legal reserve | 628,489 | 12 | 583,117 | 10 | |
| 3320 | Special reserve | 98,077 | 2 | 98,077 | 2 | |
| 3350 | Unappropriated earnings | 1,429,193 | 27 | 1,895,429 | 31 | |
| 3400 | Other equity | 6 | ||||
| 3410 | Exchange difference on translation of financial statements of foreign operations | (4,444) | - | (2,588) | - | |
| 3420 | Unrealised gains (losses) on valuation of financial assets measured at fair value through other comprehensive income | (111) | - | (156) | - | |
| 3500 | Treasury shares | 6 | - | - | - | - |
| 3XXX | Total equity | 3,192,535 | 60 | 3,635,337 | 60 | |
| Total liability and equity | $ 5,318,627 | 100 | $ 6,018,450 | 100 |
Please refer to the accompanying notes to the financial statements.
Chairman: Cheng-Jun Yang
Managerial officer: Shang-Ru Yang
Accounting Supervisor: Guo-Xuan Fan
AWEA Mechanronic Co., Ltd.
Parent Company Only Statements of Comprehensive Income
For the Years Ended December 31, 2025 and 2024
Unit: NTD thousand, except earnings per share
| Code | Items | Notes | 2025 | 2024 | ||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| 4000 | Operating revenue | 6 and 7 | $ 1,384,673 | 100 | $ 1,293,022 | 100 |
| 5000 | Operating costs | 6 and 7 | (1,178,557) | (85) | (1,108,126) | (86) |
| 5900 | Gross profit | 206,116 | 15 | 184,896 | 14 | |
| 5920 | Realized (Unrealized) gain from sale | (2,590) | - | 10,388 | 1 | |
| 5950 | Gross profit, net | 203,526 | 15 | 195,284 | 15 | |
| Operating expenses | 7 | |||||
| 6100 | Selling and marketing expenses | (128,843) | (9) | (112,392) | (9) | |
| 6200 | General and administrative expenses | (54,368) | (4) | (47,473) | (4) | |
| 6300 | Research and development expenses | (64,253) | (5) | (92,583) | (7) | |
| 6450 | Expected credit impairment gains (losses) | (937) | - | (1,738) | - | |
| 6000 | Total operating expenses | (248,401) | (18) | (254,186) | (20) | |
| 6900 | Operating profit (loss) | (44,875) | (3) | (58,902) | (5) | |
| Non-operating income and expenses | ||||||
| 7100 | Interest income | 7 | 13,650 | 1 | 23,209 | 2 |
| 7010 | Other income | 6 and 7 | 43,914 | 3 | 47,932 | 4 |
| 7020 | Other gains and losses | 4 and 6 | (187,820) | (14) | 470,314 | 36 |
| 7050 | Finance costs | 6 | (28,586) | (2) | (29,478) | (2) |
| 7070 | Share of profit or loss of subsidiaries, associates and joint ventures accounted for using equity method | (2,569) | - | 9,095 | - | |
| 7000 | Total non-operating income and expenses | (161,411) | (12) | 521,072 | 40 | |
| 7900 | Net profit (loss) before income tax | (206,286) | (15) | 462,170 | 35 | |
| 7950 | Income tax expense | 4 and 6 | (26,917) | (2) | (9,669) | (1) |
| 8200 | Net profit (loss) for the year | (233,203) | (17) | 452,501 | 34 | |
| Other comprehensive income | ||||||
| 8310 | Items that will not be reclassified subsequently to profit or loss | |||||
| 8311 | Remeasurement of defined benefit plan | 994 | - | 1,656 | - | |
| 8316 | Unrealized gains (losses) from investment in equity instrument measured at fair value through other comprehensive income | 45 | - | 3,122 | - | |
| 8349 | Income taxes related to the items not reclassified | (199) | - | (331) | - | |
| 8360 | Items that may be reclassified subsequently to profit or loss | |||||
| 8361 | Exchange difference on translation of financial statements of foreign operations | (2,320) | - | 36,785 | 3 | |
| 8399 | Income tax related to items that may be reclassified | 464 | 1 | (7,357) | - | |
| 8300 | Other comprehensive (loss) income for the year | (1,016) | 1 | 33,875 | 3 | |
| 8500 | Total comprehensive income | $ (234,219) | (16) | $ 486,376 | 37 | |
| Earnings per share | ||||||
| 9750 | Basic earnings per share | $ (2.45) | $ 4.68 | |||
| 9850 | Diluted earnings per share | $ (2.45) | $ 4.66 |
Please refer to the accompanying notes to the financial statements.
Chairman: Cheng-Jun Yang
Managerial officer: Shang-Ru Yang
Accounting Supervisor: Guo-Xuan Fan
AWEA Mechanronic Co., Ltd.
Parent Company Only Statement of Changes in Equity
For the Years Ended December 31, 2025 and 2024
Unit: NTD thousand
| Items | Share capital | Retained earnings | Other equity items | Treasury shares | Total equity | ||||
|---|---|---|---|---|---|---|---|---|---|
| Common stock | Capital surplus | Legal reserve | Special reserve | Unappropriated earnings | Exchange difference on translation of financial statements of foreign operations | Unrealised gains (losses) on valuation of financial assets measured at fair value through other comprehensive income | |||
| Balance at January 1, 2024 | $ 965,942 | $ 95,516 | $ 562,966 | $ 98,077 | $ 1,606,748 | $ (32,016) | $ (3,381) | $ - | $ 3,293,852 |
| Appropriation and distribution of retained earnings: | |||||||||
| Legal reserve | - | - | 20,151 | - | (20,151) | - | - | - | - |
| Cash dividends of common stock | - | - | - | - | (144,891) | - | - | - | (144,891) |
| 2024 Net profit | - | - | - | - | 452,501 | - | - | - | 452,501 |
| Other comprehensive income for 2024 | - | - | - | - | 1,325 | 29,428 | 3,122 | - | 33,875 |
| Total comprehensive income of 2024 | - | - | - | - | 453,826 | 29,428 | 3,122 | - | 486,376 |
| Disposal of investments in equity instruments at fair value through other comprehensive income | - | - | - | - | (103) | - | 103 | - | - |
| Balance at December 31, 2024 | 965,942 | 95,516 | 583,117 | 98,077 | 1,895,429 | (2,588) | (156) | - | 3,635,337 |
| Appropriation and distribution of retained earnings: | |||||||||
| Legal reserve | - | - | 45,372 | - | (45,372) | - | - | - | - |
| Cash dividends of common stock | - | - | - | - | (144,891) | - | - | - | (144,891) |
| 2025 Net loss | - | - | - | - | (233,203) | - | - | - | (233,203) |
| Other comprehensive income for 2025 | - | - | - | - | 795 | (1,856) | 45 | - | (1,016) |
| Total comprehensive income of 2025 | - | - | - | - | (232,408) | (1,856) | 45 | - | (234,219) |
| Repurchase of treasury stock | - | - | - | - | - | - | - | (63,692) | (63,692) |
| Cancellation of treasury stock | (20,000) | (127) | - | - | (43,565) | - | - | 63,692 | - |
| Balance at December 31, 2025 | $ 945,942 | $ 95,389 | $ 628,489 | $ 98,077 | $ 1,429,193 | $ (4,444) | $ (111) | $ - | $ 3,192,535 |
Please refer to the accompanying notes to the financial statements.
Chairman: Cheng-Jun Yang
Managerial officer: Shang-Ru Yang
Accounting Supervisor: Guo-Xuan Fan
AWEA Mechantronic Co., Ltd.
Parent Company Only Statements of Cash Flows
For the Years Ended December 31, 2025 and 2024
| Unit: NTD thousand | ||
|---|---|---|
| 2025 | 2024 | |
| Cash flows from operating activities | ||
| Net profit (loss) before tax | $ (206,286) | $ 462,170 |
| Adjustments | ||
| Depreciation | 60,824 | 67,270 |
| Amortisation | 1,931 | 1,921 |
| Expected credit impairment losses (gains) | 937 | 1,738 |
| Net loss (gain) on financial assets at FVTPL | 181,930 | (413,198) |
| Interest expense | 28,586 | 29,478 |
| Interest income | (13,650) | (23,209) |
| Dividend revenue | (26,410) | (23,155) |
| Share of profit or loss of subsidiaries, associates and joint ventures accounted for using equity method | 2,569 | (9,095) |
| Gains on disposal and discard of property, plant and equipment | - | (2,683) |
| Losses (Gains) on disposals of investments | 300 | (977) |
| Unrealized (Realized) gain from sale with subsidiaries and associates | 2,590 | (10,388) |
| Lease modification benefit | - | (4) |
| Presentation (Offset) of provision for liabilities | (1,956) | 1,956 |
| Net changes in operating assets and liabilities | ||
| Notes receivable | 18,774 | 7,268 |
| Notes receivable - related parties | 11,578 | (12,024) |
| Account receivables | (54,129) | 135,063 |
| Account receivables - related parties | 41,299 | (8,932) |
| Other receivables | 711 | (530) |
| Other receivables - related parties | 12 | 1,565 |
| Inventories | 188,569 | (47,641) |
| Prepayments | (20,302) | (4,191) |
| Other current assets | 794 | (1,027) |
| Overdue receivables | (73) | (5,289) |
| Long-term notes receivable | - | 4,769 |
| Contract liabilities | (30,896) | 47,557 |
| Notes payable | (4,091) | (93,506) |
| Notes payable - related parties | 461 | 3,243 |
| Accounts payable | (17,557) | (16,517) |
| Accounts payable - related parties | 2,912 | 1,085 |
| Other payables | (20,443) | (10,803) |
| Other payables - related parties | 14,122 | (201) |
| Provisions | 928 | (2,570) |
| Advance receipts | 571 | - |
| Other current liabilities | (128) | 27 |
| Net defined benefit liability | (503) | (768) |
| Cash generated from operations | 163,974 | 78,402 |
| Interest received | 14,273 | 24,842 |
| Income tax paid | (9,334) | (81,942) |
| Net cash generated by operating activities | 168,913 | 21,302 |
(Continued)
AWEA Mechantronic Co., Ltd.
Parent Company Only Statements of Cash Flows
For the Years Ended December 31, 2025 and 2024
| | 2025 | Unit: NTD thousand
2024 |
| --- | --- | --- |
| (Continued from previous page) | | |
| Cash flows from investing activities | | |
| Acquisitions of financial assets at fair value through
other comprehensive income | - | (19) |
| Disposal of financial assets at fair value through
other comprehensive income | - | 4,756 |
| Acquisition of financial assets measured at amortized cost | (34,999) | (63) |
| Acquisitions of financial assets at fair value through profit or loss | (58,031) | (28,164) |
| Disposal of financial assets at fair value through profit or loss | 636,372 | 2,091 |
| Acquisition of investments accounted for using equity method | - | (10,350) |
| Sale of investments accounted for using equity method | 17,961 | - |
| Acquisition of property, plant and equipment | (134,212) | (181,973) |
| Disposal of property, plant and equipment | - | 11,789 |
| Increase in refundable deposits | (3,057) | (570) |
| Decrease (increase) in other receivables - related parties | 10,000 | (10,000) |
| Acquisitions of intangible assets | - | (650) |
| Decrease in other financial assets | 96,326 | 117,138 |
| Increase in prepayments for equipment | (2,706) | (68) |
| Dividends received | 26,410 | 23,793 |
| Net cash inflow (outflow) from investing activities | 554,064 | (72,290) |
| Cash flows from financing activities | | |
| Increase (decrease) in short-term borrowings | (130,000) | 100,000 |
| Decrease in short-term notes and bills payable | (79,992) | - |
| Increase in guarantee deposits received | 100 | - |
| Repayment of principal of lease liabilities | (7,536) | (7,858) |
| Cash dividends paid | (144,891) | (144,891) |
| Repurchase cost of treasury stock | (63,692) | - |
| Interest paid | (28,300) | (30,243) |
| Net cash outflow from financing activities | (454,311) | (82,992) |
| Increase (decrease) in cash and cash equivalents | 268,666 | (133,980) |
| Cash and cash equivalents at the beginning of year | 484,221 | 618,201 |
| Cash and cash equivalents at the end of year | $ 752,887 | $ 484,221 |
Please refer to the accompanying notes to the financial statements.
Chairman: Cheng-Jun Yang
Managerial officer: Shang-Ru Yang
Accounting Supervisor: Guo-Xuan Fan
AWEA Mechantronic Co., Ltd. and its Subsidiaries
Consolidated Balance Sheets
December 31, 2025 and 2024
| Code | Items | Notes | December 31, 2025 | Unit: NTD thousand December 31, 2024 | ||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| Current assets | ||||||
| 1100 | Cash and cash equivalents | 4 and 6 | $ 1,020,136 | 18 | $ 809,774 | 13 |
| 1110 | Financial assets at FVTPL - current | 4 and 6 | 216,268 | 4 | 976,539 | 15 |
| 1136 | Financial assets measured at amortized cost - current | 4 and 6 | 34,919 | 1 | - | - |
| 1150 | Notes receivable, net | 4 and 6 | 92,356 | 2 | 100,403 | 2 |
| 1160 | Notes receivable due from related parties, net | 4 and 7 | 1,304 | - | 12,882 | - |
| 1170 | Accounts receivable, net | 4 and 6 | 282,351 | 5 | 213,029 | 3 |
| 1180 | Account receivables due from related parties, net | 4 and 7 | 62,654 | 1 | 60,362 | 1 |
| 1200 | Other receivables | 8,575 | - | 10,226 | - | |
| 1210 | Other receivables - related parties | 7 | 17 | - | 15 | - |
| 1220 | Current tax assets | 4 | 31,741 | 1 | 31,512 | - |
| 130x | Inventories | 4 and 6 | 1,236,156 | 22 | 1,438,050 | 23 |
| 1410 | Prepayments | 7 | 71,377 | 1 | 64,561 | 1 |
| 1470 | Other current assets | 6 and 8 | 131,190 | 2 | 229,951 | 4 |
| 11xx | Total current assets | 3,189,044 | 57 | 3,947,304 | 62 | |
| Non-current assets | ||||||
| 1517 | Financial assets at FVOCI - non-current | 4 and 6 | 421 | - | 376 | - |
| 1535 | Financial assets measured at amortized cost - non-current | 4, 6 and 8 | 10,280 | - | 10,200 | - |
| 1550 | Investments accounted for using equity method | 4 and 6 | 129,817 | 2 | 145,031 | 2 |
| 1600 | Property, plant and equipment | 4, 6, 7 and 8 | 1,889,482 | 33 | 1,833,974 | 29 |
| 1755 | Right-of-use assets | 4, 6 and 8 | 265,569 | 5 | 277,968 | 5 |
| 1780 | Intangible assets | 4 and 6 | 13,288 | - | 16,776 | - |
| 1840 | Deferred tax assets | 4 and 6 | 147,817 | 3 | 146,471 | 2 |
| 1915 | Prepayments for equipment | 3,006 | - | 3,268 | - | |
| 1920 | Refundable deposits | 5,465 | - | 2,764 | - | |
| 1931 | Long-term notes receivable, net | 4 | - | - | 3,224 | - |
| 1937 | Overdue receivables | 4 and 6 | - | - | - | - |
| 1990 | Other non-current assets | 6,065 | - | 5,902 | - | |
| 15xx | Total non-current assets | 2,471,210 | 43 | 2,445,954 | 38 | |
| 1xxx | Total assets | $ 5,660,254 | 100 | $ 6,393,258 | 100 |
Please refer to the accompanying notes to the financial statements.
Chairman: Cheng-Jun Yang
Managerial officer: Shang-Ru Yang
Accounting Supervisor: Guo-Xuan Fan
AWEA Mechanronic Co., Ltd. and its Subsidiaries
Consolidated Balance Sheets
December 31, 2025 and 2024
| Code | Items | Notes | December 31, 2025 | Unit: NTD thousand December 31, 2024 | ||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| Current liabilities | ||||||
| 2100 | Short-term borrowings | 6 and 8 | $ 1,484,181 | 26 | $ 1,613,983 | 25 |
| 2110 | Short-term notes and bills payable | 6 | - | - | 79,992 | 1 |
| 2130 | Contract liabilities | 4, 6 and 7 | 152,097 | 3 | 184,490 | 3 |
| 2150 | Notes payable | 164,849 | 3 | 168,685 | 3 | |
| 2160 | Notes payable - related parties | 7 | 1,075 | - | 1,326 | - |
| 2170 | Accounts payable | 143,439 | 3 | 184,540 | 3 | |
| 2180 | Accounts payable - related parties | 7 | 470 | - | 1,082 | - |
| 2200 | Other payables | 6 | 76,903 | 1 | 100,536 | 2 |
| 2220 | Other payables - related parties | 7 | 15,490 | - | 1,386 | - |
| 2230 | Current tax liabilities | 4 | 29,473 | 1 | 8,227 | - |
| 2250 | Current provisions | 4 and 6 | 11,835 | - | 12,221 | - |
| 2280 | Current lease liabilities | 4, 6 and 7 | 7,663 | - | 7,536 | - |
| 2310 | Advance receipts | 7 | 941 | - | 190 | - |
| 2399 | Other current liabilities | 975 | - | 1,105 | - | |
| 21xx | Total current liabilities | 2,089,391 | 37 | 2,365,299 | 37 | |
| Non-current liabilities | ||||||
| 2570 | Deferred income tax liabilities | 4 and 6 | 125,349 | 2 | 128,705 | 2 |
| 2580 | Non-current lease liabilities | 4, 6 and 7 | 150,642 | 3 | 158,305 | 3 |
| 2630 | Long-term deferred revenue | 7,706 | - | 8,772 | - | |
| 2640 | Net defined benefit liability - non-current | 4 and 6 | 3,052 | - | 4,549 | - |
| 2645 | Guarantee deposits received | 2,581 | - | 2,275 | - | |
| 25xx | Total non-current liabilities | 289,330 | 5 | 302,606 | 5 | |
| 2xxx | Total Liabilities | 2,378,721 | 42 | 2,667,905 | 42 | |
| Equity attributable to owners of the parent | ||||||
| 3100 | Share capital | 6 | ||||
| 3110 | Common stock | 945,942 | 17 | 965,942 | 15 | |
| 3200 | Capital surplus | 6 | ||||
| 3211 | Capital surplus - additional paid-in capital arising from ordinary share | 5,997 | - | 6,124 | - | |
| 3213 | Capital surplus - Conversion premium of convertible bonds | 57,468 | 1 | 57,468 | 1 | |
| 3240 | Capital surplus - Gains from disposal of assets | 4 | - | 4 | - | |
| 3280 | Capital surplus - others | 31,920 | 1 | 31,920 | - | |
| 3300 | Retained earnings | 6 | ||||
| 3310 | Legal reserve | 628,489 | 11 | 583,117 | 9 | |
| 3320 | Special reserve | 98,077 | 2 | 98,077 | 2 | |
| 3350 | Unappropriated earnings | 1,429,193 | 24 | 1,895,429 | 30 | |
| 3400 | Other equity | 6 | ||||
| 3410 | Exchange difference on translation of financial statements of foreign operations | (4,444) | - | (2,588) | - | |
| 3420 | Unrealised gains (losses) on valuation of financial assets measured at fair value through other comprehensive income | (111) | - | (156) | - | |
| 3500 | Treasury shares | - | - | - | - | |
| 31xx | Total equity attributable to owners of the parent | 3,192,535 | 56 | 3,635,337 | 57 | |
| 36xx | Non-controlling interests | 6 | 88,998 | 2 | 90,016 | 1 |
| 3xxx | Total equity | 3,281,533 | 58 | 3,725,353 | 58 | |
| Total liability and equity | $ 5,660,254 | 100 | $ 6,393,258 | 100 |
Please refer to the accompanying notes to the financial statements.
Chairman: Cheng-Jun Yang
Managerial officer: Shang-Ru Yang
Accounting Supervisor: Guo-Xuan Fan
AWEA Mechantronic Co., Ltd. and its Subsidiaries
Consolidated Statements of Comprehensive Income
For the Years Ended December 31, 2025 and 2024
Unit: NTD thousand, except earnings per share
| Code | Items | Notes | 2025 | 2024 | ||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| 4000 | Operating revenue | 6 and 7 | $ 1,926,469 | 100 | $ 1,917,762 | 100 |
| 5000 | Operating costs | 6 and 7 | (1,651,771) | (86) | (1,639,155) | (85) |
| 5900 | Gross profit | 274,698 | 14 | 278,607 | 15 | |
| 5920 | Realized (Unealized) gain from sale | (3,674) | - | 3,076 | - | |
| 5950 | Gross profit, net | 271,024 | 14 | 281,683 | 15 | |
| Operating expenses | 7 | |||||
| 6100 | Selling and marketing expenses | (153,227) | (8) | (139,405) | (7) | |
| 6200 | General and administrative expenses | (130,323) | (7) | (129,657) | (7) | |
| 6300 | Research and development expenses | (64,253) | (3) | (92,583) | (5) | |
| 6450 | Expected credit impairment gains (losses) | 178 | - | (4,305) | - | |
| 6000 | Total operating expenses | (347,625) | (18) | (365,950) | (19) | |
| 6900 | Operating profit (loss) | (76,601) | (4) | (84,267) | (4) | |
| Non-operating income and expenses | ||||||
| 7100 | Interest income | 13,928 | 1 | 23,140 | 1 | |
| 7010 | Other income | 6 and 7 | 67,907 | 4 | 75,310 | 5 |
| 7020 | Other gains and losses | 4 and 6 | (194,494) | (11) | 467,811 | 24 |
| 7050 | Finance costs | 6 | (30,061) | (2) | (31,346) | (2) |
| 7060 | Share of profit or loss of associates and joint ventures accounted for using equity method | 12,140 | 1 | 6,832 | - | |
| 7000 | Total non-operating income and expenses | (130,580) | (7) | 541,747 | 28 | |
| 7900 | Net profit (loss) before income tax | (207,181) | (11) | 457,480 | 24 | |
| 7950 | Income tax expense | 4 and 6 | (27,321) | (1) | (10,983) | (1) |
| 8200 | Net profit (loss) for the year | (234,502) | (12) | 446,497 | 23 | |
| Other comprehensive income | ||||||
| 8310 | Items that will not be reclassified subsequently to profit or loss | |||||
| 8311 | Remeasurement of defined benefit plan | 994 | - | 1,656 | - | |
| 8316 | Unrealized gains (losses) from investment in equity instrument measured at fair value through other comprehensive income | 45 | - | 3,122 | - | |
| 8349 | Income taxes related to the items not reclassified | (199) | - | (331) | - | |
| 8360 | Items that may be reclassified subsequently to profit or loss | |||||
| 8361 | Exchange difference on translation of financial statements of foreign operations | (1,968) | - | 39,634 | 2 | |
| 8399 | Income tax related to items that may be reclassified | 393 | - | (7,927) | - | |
| 8300 | Other comprehensive (loss) income for the year | (735) | - | 36,154 | 2 | |
| 8500 | Total comprehensive income | $ (235,237) | (12) | $ 482,651 | 25 | |
| 8600 | Net profit (loss) attributable to: | |||||
| 8610 | Owners of the parent company (net profit/ loss) | $ (233,203) | (12) | $ 452,501 | 23 | |
| 8620 | Non-controlling interests (net profit/ loss) | (1,299) | - | (6,004) | - | |
| $ (234,502) | (12) | $ 446,497 | 23 | |||
| 8700 | Total comprehensive income attributable to: | |||||
| 8710 | Owners of the parent company (comprehensive income) | $ (234,219) | (12) | $ 486,376 | 25 | |
| 8720 | Non-controlling interests (comprehensive income) | (1,018) | - | (3,725) | - | |
| $ (235,237) | (12) | $ 482,651 | 25 | |||
| Earnings per share | ||||||
| 9750 | Basic earnings per share | $ (2.45) | $ 4.68 | |||
| 9850 | Diluted earnings per share | $ (2.45) | $ 4.66 |
Please refer to the accompanying notes to the financial statements.
Chairman: Cheng-Jun Yang
Managerial officer: Shang-Ru Yang
Accounting Supervisor: Guo-Xuan Fan
AWEA Mechanronic Co., Ltd. and its Subsidiaries
Consolidated Statement of Changes in Equity
For the Years Ended December 31, 2025 and 2024
Unit: NTD thousand
| Items | Share capital | Retained earnings | Other equity items | Treasury shares | Total equity attributable to owners of the parent | Non-controlling interests | Total equity | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common stock | Capital surplus | Legal reserve | Special reserve | Unappropriated earnings | Exchange difference on translation of financial statements of foreign operations | Unrealised gains (losses) on valuation of financial assets measured at fair value through other comprehensive income | |||||
| Balance at January 1, 2024 | $ 965,942 | $ 95,516 | $ 562,966 | $ 98,077 | $ 1,606,748 | $ (32,016) | $ (3,381) | $ - | $ 3,293,852 | $ 93,741 | $ 3,387,593 |
| Appropriation and distribution of retained earnings: | |||||||||||
| Legal reserve | - | - | 20,151 | - | (20,151) | - | - | - | - | - | - |
| Cash dividends of common stock | - | - | - | - | (144,891) | - | - | - | (144,891) | - | (144,891) |
| Cash dividends to shareholders from capital surplus | - | - | - | - | - | - | - | - | - | - | - |
| 2024 Net profit | - | - | - | - | 452,501 | - | - | - | 452,501 | (6,004) | 446,497 |
| Other comprehensive income for 2024 | - | - | - | - | 1,325 | 29,428 | 3,122 | - | 33,875 | 2,279 | 36,154 |
| Total comprehensive income of 2024 | - | - | - | - | 453,826 | 29,428 | 3,122 | - | 486,376 | (3,725) | 482,651 |
| Disposal of investments in equity instruments at fair value through other comprehensive income | - | - | - | - | (103) | - | 103 | - | - | - | - |
| Balance at December 31, 2024 | 965,942 | 95,516 | 583,117 | 98,077 | 1,895,429 | (2,588) | (156) | - | 3,635,337 | 90,016 | 3,725,353 |
| Appropriation and distribution of retained earnings: | |||||||||||
| Legal reserve | - | - | 45,372 | - | (45,372) | - | - | - | - | - | - |
| Cash dividends of common stock | - | - | - | - | (144,891) | - | - | - | (144,891) | - | (144,891) |
| 2025 Net loss | - | - | - | - | (233,203) | - | - | - | (233,203) | (1,299) | (234,502) |
| Other comprehensive income for 2025 | - | - | - | - | 795 | (1,856) | 45 | - | (1,016) | 281 | (735) |
| Total comprehensive income of 2025 | - | - | - | - | (232,408) | (1,856) | 45 | - | (234,219) | (1,018) | (235,237) |
| Repurchase of treasury stock | - | - | - | - | - | - | - | (63,692) | (63,692) | - | (63,692) |
| Cancellation of treasury stock | (20,000) | (127) | - | - | (43,565) | - | - | 63,692 | - | - | - |
| Balance at December 31, 2025 | $ 945,942 | $ 95,389 | $ 628,489 | $ 98,077 | $ 1,429,193 | $ (4,444) | $ (111) | $ - | $ 3,192,535 | $ 88,998 | $ 3,281,533 |
Please refer to the accompanying notes to the consolidated financial statements.
Chairman: Cheng-Jun Yang
Managerial officer: Shang-Ru Yang
Accounting Supervisor: Guo-Xuan Fan
AWEA Mechantronic Co., Ltd. and its Subsidiaries
Consolidated Statements of Cash Flows
For the Years Ended December 31, 2025 and 2024
| Cash flows from operating activities | ||
|---|---|---|
| 2025 | 2024 | |
| Net profit (loss) before tax | $ (207,181) | $ 457,480 |
| Adjustments | ||
| Depreciation | 96,575 | 106,421 |
| Amortisation | 3,487 | 3,467 |
| Expected credit impairment losses (gains) | (178) | 4,305 |
| Net loss (gain) on financial assets at FVTPL | 181,930 | (413,198) |
| Interest expense | 30,061 | 31,346 |
| Interest income | (13,928) | (23,140) |
| Dividend revenue | (26,410) | (23,155) |
| Share of profit or loss of associates and joint ventures accounted for using equity method | (12,140) | (6,832) |
| Losses (Gains) on disposal and discard of property, plant and equipment | 205 | (6,086) |
| Losses (Gains) on disposals of investments | 300 | (977) |
| Unrealized (Realized) gain from sale with associates | 3,674 | (3,076) |
| Lease modification benefit | - | (4) |
| Presentation (Offset) of provision for liabilities | (1,956) | 1,956 |
| Other income | (1,068) | (1,090) |
| Net changes in operating assets and liabilities | ||
| Notes receivable | 11,865 | 62,855 |
| Notes receivable - related parties | 11,578 | (12,024) |
| Account receivables | (69,666) | 131,658 |
| Account receivables - related parties | (2,292) | (16,621) |
| Other receivables | 1,029 | (161) |
| Other receivables - related parties | (2) | (15) |
| Inventories | 201,894 | 10,724 |
| Prepayments | (6,816) | (22,071) |
| Other current assets | 795 | (1,025) |
| Overdue receivables | (73) | (5,289) |
| Long-term notes receivable | - | 4,769 |
| Contract liabilities | (32,393) | 12,275 |
| Notes payable | (3,836) | (93,496) |
| Notes payable - related parties | (251) | 760 |
| Accounts payable | (41,101) | 19,270 |
| Accounts payable - related parties | (612) | 732 |
| Other payables | (23,773) | (11,123) |
| Other payables - related parties | 14,104 | 47 |
| Provisions | 1,562 | (2,733) |
| Advance receipts | 751 | (876) |
| Other current liabilities | (130) | 28 |
| Net defined benefit liability | (503) | (768) |
| Cash generated from operations | 115,501 | 204,333 |
| Interest received | 14,550 | 24,773 |
| Income tax paid | (10,757) | (88,642) |
| Net cash generated by operating activities | 119,294 | 140,464 |
(Continued)
AWEA Mechantronic Co., Ltd. and its Subsidiaries
Consolidated Statements of Cash Flows
For the Years Ended December 31, 2025 and 2024
| | 2025 | Unit: NTD thousand
2024 |
| --- | --- | --- |
| (Continued from previous page) | | |
| Cash flows from investing activities | | |
| Acquisitions of financial assets at fair value through
other comprehensive income | - | (19) |
| Disposal of financial assets at fair value through
other comprehensive income | - | 4,756 |
| Acquisition of financial assets measured at amortized cost | (34,999) | (63) |
| Acquisitions of financial assets at fair value through profit or loss | (58,031) | (28,164) |
| Disposal of financial assets at fair value through profit or loss | 636,372 | 2,091 |
| Acquisition of investments accounted for using equity method | - | (10,350) |
| Sale of investments accounted for using equity method | 17,961 | |
| Acquisition of property, plant and equipment | (136,329) | (183,626) |
| Disposal of property, plant and equipment | - | 17,353 |
| Decrease (increase) in refundable deposits | (2,701) | 1,201 |
| Acquisitions of intangible assets | - | (7,380) |
| Decrease in other financial assets | 97,966 | 115,497 |
| Decrease (increase) in other non-current assets | (163) | 703 |
| Increase in prepayments for equipment | (2,706) | (68) |
| Dividends received | 26,410 | 23,793 |
| Net cash inflow (outflow) from investing activities | 543,780 | (64,276) |
| Cash flows from financing activities | | |
| Increase (decrease) in short-term borrowings | (129,802) | 37,131 |
| Decrease in short-term notes and bills payable | (79,992) | - |
| Increase in guarantee deposits received | 306 | 364 |
| Repayment of principal of lease liabilities | (7,536) | (7,858) |
| Cash dividends paid | (144,891) | (144,891) |
| Repurchase cost of treasury stock | (63,692) | - |
| Interest paid | (29,775) | (32,111) |
| Net cash outflow from financing activities | (455,382) | (147,365) |
| Effect of changes in foreign exchange rates on cash and cash equivalents | 2,670 | 14,778 |
| Increase (decrease) in cash and cash equivalents | 210,362 | (56,399) |
| Cash and cash equivalents at the beginning of year | 809,774 | 866,173 |
| Cash and cash equivalents at the end of year | $ 1,020,136 | $ 809,774 |
Please refer to the accompanying notes to the consolidated financial statements.
Chairman: Cheng-Jun Yang
Managerial officer: Shang-Ru Yang
Accounting Supervisor: Guo-Xuan Fan
Appendix 2
AWEA Mechantronic Co., Ltd.
Statement of Earnings Distribution 2025
Unit: NTD
| Items | Amount | Remark | |
|---|---|---|---|
| Subtotal | Total | ||
| Opening balance | $ 1,705,165,038 | ||
| Adjustments: | |||
| Add: Net loss after tax for 2025 | (233,202,342) | ||
| Add: Other comprehensive income after tax for 2025 - gains/ losses from actuary of defined benefit | 795,406 | ||
| Add: Reversal of special reserve | 75,758,900 | ||
| Less: Cancellation of treasury shares | (43,565,224) | ||
| Earnings allocable | 1,504,951,778 | ||
| Items of distribution: | |||
| Shareholders’ dividend - Stock (NTD 0.9/share) | (85,134,760) | Note | |
| Shareholders’ dividend - Cash (NTD 0.1/share) | (9,459,418) | Note | |
| Total earnings distributed | (94,594,178) | ||
| Unappropriated retained earnings at the end of the term | $ 1,410,357,600 |
Chairman: Cheng-Jun Yang
Managerial officer: Shang-Ru Yang
Accounting Supervisor: Guo-Xuan, Fan
Note: The amount of earnings distribution this time shall come from the earnings of 2024 in priority.
Appendix 3
Contents and Amount of Remunerations to Directors 2025
Unit: NTD thousand; %
| Title (Note 1) | Name | Director's remuneration | The sum of A, B, C and D as a percentage of after-tax profit | Remuneration as an employee | The sum of A, B, C, D, E, F and G as a percentage of after-tax net profit | Remuneration received from the invested companies other than the subsidiaries and the parent company |
|---|---|---|---|---|---|---|
| Remuneration (A) | Pension (B) | Remuneration to directors (C) | Fees for services rendered (D) | Salaries, bonuses, special allowances etc. (E) (Note 2) | Pension (F) | Employees' remuneration (G) |
| The Company | All companies shown in the financial report | The Company | All companies shown in the financial report | The Company | All companies shown in the financial report | The Company |
| Chairman | De-Hua Yang | 225 | 225 | - | - | - |
| Chairman | Cheng-Jun Yang | 150 | 150 | - | - | - |
| Director | Goodway Machine Corp. | 300 | 300 | - | - | - |
| Director | Goodway Machine Corp. Representative: Cheng-Xuan Wang | - | - | - | - | - |
| Director | Goodway Machine Corp. Representative: Kun-Nan Zhuang | - | - | - | - | - |
| Title(Note 1) | Name | Director's remuneration | The sum of A, B, C and D as a percentage of after-tax profit | Remuneration as an employee | The sum of A, B, C, D, E, F and G as a percentage of after-tax net profit | Remuneration received from the invested companies other than the subsidiaries and the parent company |
|---|---|---|---|---|---|---|
| Remuneration(A) | Pension(B) | Remuneration to directors(C) | Fees for services rendered(D) | Salaries, bonuses, special allowances etc.(E)(Note 2) | Pension(F) | Employees' remuneration(G) |
| The Company | All companies shown in the financial report | The Company | All companies shown in the financial report | The Company | All companies shown in the financial report | The Company |
| Director | Qing-Feng Yang | 150 | 150 | - | - | - |
| Director | Shang-Ru Yang | 75 | 75 | - | - | - |
| Independent Director | Li-Ying Luo | 150 | 150 | - | - | - |
| Independent Director | Yu-Ren Su | 150 | 150 | - | - | - |
| Independent Director | Zheng-Yong Huang | 150 | 150 | - | - | - |
| Independent Director | Xi-Peng Hong | 150 | 150 | - | - | - |
Note 1: Chairman De-Hua Yang resigned on July 8, 2025, Directors Shang-Ru Yang resigned on July 8, 2025.
Note 2: Chairman Cheng-Jun Yang was provided with a car, at the cost of NTD 3,675 thousand, and book value at NTD 663 thousand. (It was not included in the salary, bonus and special expenditures for 2025)
50
Appendix 4
Report on the Implementation Status of Related-Party Transactions 2025
According to Article 9-1 of the Company’s “Rules Governing the Financial and Business Matters between Related Parties”, written regulations shall be formulated for financial and business operations between related parties, and major transactions shall be submitted to the Board of Directors for approval and reported the latest shareholders’ meeting after the end of the year.
The transactions of the related party (YAMA SEIKI USA, INC.) in 2025 were disclosed in the related-party transactions in the parent company only and consolidated financial statements, and relevant information on major transactions was disclosed as follows in accordance with the provisions of the Regulations Governing the Preparation of Financial Reports by Securities Issuers:
- Purchase transaction: None.
- Sales transaction:
Unit: NTD thousand
| Counterparty | Relationship | Transaction amount | Proportion of total sales | Balance of accounts receivable | % to total accounts receivable |
|---|---|---|---|---|---|
| YAMA SEIKI USA, INC. | Associates | 353,155 | 25.50% | 62,079 | 17.70% |
Credit period: The products sold by the Company to the related party YAMA SEIKI have different functions, so there are no other customers for comparison; furthermore, the collection terms are established in accordance with the contractual terms, the same as general customers.
Appendix 5
| AWEA Mechanic Co., Ltd. Management system | Document No. | AP2124 | |
|---|---|---|---|
| Prepared on | 2025/05/05 | ||
| Version No. | A0 | ||
| Name | Sustainable Development Practice Principles | Document page | 1 |
| Chapter 1 General Provisions | |||
| Article 1. | In order to practice sustainable development and promote balanced and sustainable development of the economy, society, and environment, the Company has formulated the Code of practice in accordance with the “Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies” to manage the Company’s economic, environmental, and social risks and impacts. | ||
| Article 2. | The scope of application of the Principles includes the overall operational activities of the Company and its group enterprises. While engaging in business operations, the Company actively practices sustainable development to align with international trends of balanced environmental, social, and corporate governance development. Through corporate citizenship, we aim to enhance national economic contributions, improve the quality of life for employees, communities, and society, and promote a competitive advantage based on sustainable development. | ||
| Article 3. | In order to achieve sustainable development, the Company shall pay attention to the rights and interests of stakeholders. While pursuing sustainable operation and profitability, we shall also attach importance to environmental, social, and corporate governance factors, and incorporate them into the Company’s management and operation. The Company shall conduct risk assessments on environmental, social, and corporate governance issues related to its operations based on the principle of materiality, and formulate relevant risk management policies or strategies. | ||
| Article 4. | The Company’s practice of sustainable development shall follow the following principles: 1. Implement corporate governance. 2. Developing a sustainable environment. 3. Maintain social welfare. 4. Strengthen the disclosure of information on sustainable development. |
| AWEA Mechantronic Co., Ltd. Management system | Document No. | AP2124 | |
|---|---|---|---|
| Prepared on | 2025/05/05 | ||
| Version No. | A0 | ||
| Name | Sustainable Development Practice Principles | Document page | 2 |
| Chapter 2 Implement and Promote Corporate Governance | |||
| Article 5. | The Company has referred to the “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies”, “Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies”, and “Guidelines for the Adoption of Codes of Ethical Conduct for TWSE/GTSM Listed Companies”, and has established an effective governance structure and relevant ethical standards by considering the development trends of sustainable development at home and abroad, as well as the overall operational activities of the Company and its group enterprises to improve corporate governance. | ||
| Article 6. | The directors of the Company shall fulfill the duty of good management, supervise and assist the management team in practicing sustainable development, and regularly review its implementation effectiveness and continuous improvement to ensure the implementation of sustainable development policies. | ||
| Article 7. | In order to improve the management of sustainable development and establish a governance structure to promote sustainable development, the Company has set up a Sustainable Development Committee as a dedicated unit to promote sustainable development. The Committee is responsible for proposing and implementing sustainable development policies, systems, or management guidelines, as well as specific promotion plans, and regularly reports to the board of directors. The Sustainable Development Committee of the Company shall fully consider the interests of stakeholders and include the following matters when promoting sustainable development goals: 1. Incorporate sustainable development into the Company’s operational activities and development direction. 2. Ensure the timeliness and accuracy of information disclosure related to the sustainable development of the Company. | ||
| Article 8. | The Company shall respect the rights and interests of stakeholders, identify stakeholders, and set up a stakeholder section on the Company website to understand their reasonable expectations and needs through appropriate communication methods, and respond appropriately to their important sustainable development issues of concern. |
| AWEA Mechantronic Co., Ltd. Management system | Document No. | AP2124 | |
|---|---|---|---|
| Prepared on | 2025/05/05 | ||
| Version No. | A0 | ||
| Name | Sustainable Development Practice Principles | Document page | 3 |
| Chapter 3 Developing Sustainable Environment | |||
| Article 9. The Company shall comply with environmental regulations and international standards, appropriately protect the natural environment, and strive to achieve environmental sustainability goals in the implementation of operational activities and internal management. | |||
| Article 10. The Company shall strive to improve energy efficiency and use renewable materials with low environmental impact, so that the earth's resources can be sustainably utilized. | |||
| Article 11. The Company has established an applicable environmental management system based on the characteristics of the industry. The system shall include the following items: 1. Collect and evaluate sufficient and timely information on the impact of operational activities on the natural environment. 2. Establish measurable sustainable environmental management goals and regularly review their sustainability and relevance. 3. Develop specific plans or action plans and other implementation measures, and regularly review their operational effectiveness. | |||
| Article 12. The Company shall establish dedicated unit or personnel for environmental management to develop, promote, and maintain environmental management systems and specific action plans, and regularly organize environmental education courses for management and employees. | |||
| Article 13. The Company shall consider the impact of operations on ecological benefits, promote, and advocate the concept of sustainability, and engage in product design and development, procurement, production, and service provision activities in accordance with the following principles to reduce the impact of our operations on the natural environment: 1. Reduce the provision of products and services that consume resources and energy. 2. Dispose waste properly. 3. Maximize the sustainable use of renewable resources. 4. Extend the durability of operating assets. 5. Enhance the performance of the service. | |||
| Article 14. The Company shall properly and sustainably utilize water resources to improve the efficiency of water resource utilization. |
| AWEA Mechatronic Co., Ltd. Management system | Document No. | AP2124 | |
|---|---|---|---|
| Prepared on | 2025/05/05 | ||
| Version No. | A0 | ||
| Name | Sustainable Development Practice Principles | Document page | 4 |
| Article 15. The Company shall pay attention to the impact of climate change on our operational activities and take relevant measures. And adopt commonly used standards or guidelines both domestically and internationally, conduct greenhouse gas inventory checks for the Company, and disclose them. Based on the greenhouse gas emissions, water consumption, and total weight of waste, formulate policies for energy conservation, carbon reduction, water use reduction, or other waste management to reduce the impact of the Company’s operational activities on climate change. Chapter 4 Maintain Social Welfare Article 16. The Company shall comply with relevant regulations and international human rights conventions, such as gender equality, the right to work, and the prohibition of discrimination. In order to fulfill its responsibility to protect human rights, the Company shall formulate management policies and procedures related to human rights protection in its operational activities and internal management, and shall disclose the handling procedures for stakeholders involved in human rights violations. The Company shall comply with internationally recognized labor rights, including but not limited to the prohibition of child labor, elimination of all forms of forced labor, elimination of employment and employment discrimination, and confirm that its human resources utilization policies do not discriminate based on gender, race, socio-economic class, age, marriage and family status to implement equal and fair employment, employment conditions, salary, benefits, training, evaluation and promotion opportunities. The Company’s operational activities and management systems shall not harm the rights and interests of workers. For situations that harm the rights and interests of workers, the Company provides an effective and appropriate complaints mechanism to ensure equality and transparency in the appeal process. The appeal channel shall be concise, convenient, and unobstructed, and appropriate responses shall be given to employees’ complaints. Article 17. The Company shall provide employee information to enable them to understand the labor laws and rights enjoyed by the country where we operate. Article 18. The Company shall provide a safe and healthy working environment for employees, including necessary health and first aid facilities, and strive to reduce hazards to employee safety and health to prevent occupational disasters. The Company shall regularly provide safety and health education and training to employees. |
| AWEA Mechantronic Co., Ltd. Management system | Document No. | AP2124 | |
|---|---|---|---|
| Prepared on | 2025/05/05 | ||
| Version No. | A0 | ||
| Name | Sustainable Development Practice Principles | Document page | 5 |
| Article 19. The Company shall create a favorable environment for employees' career development and establish effective career development training programs. The Company formulates and implements reasonable employee welfare measures (including salary, vacation, and other benefits), and appropriately reflects the Company's operating performance or results in employee remuneration to ensure the recruitment, retention, and encouragement of human resources, and achieve the goal of sustainable operation of the Company. | |||
| Article 20. The Company shall handle the election of labor representatives in accordance with the implementation measures for labor management meetings, regularly hold labor management meetings, and fully engage in two-way communication through mechanisms such as negotiation, cooperation, and lectures, striving to build a harmonious workplace environment for labor management and provide smooth and diverse communication channels. The Company shall notify employees of any operational changes that may have a significant impact in a reasonable manner. | |||
| Article 21. The Company shall uphold responsibility for our products and services and value marketing ethics to prevent products or services from damaging customer reputation or harming customer rights, health, and safety. | |||
| Article 22. The Company shall treat the customers it faces with its products or services in a fair and reasonable manner, including principles such as contractual fairness and integrity, duty of care and loyalty, authenticity of advertising, suitability of goods or services, notification and disclosure, balance between remuneration and performance, complaints protection, and professionalism of sales personnel. | |||
| Article 23. The Company is responsible for the services provided and values marketing ethics. The procurement, operation, and service provision processes shall ensure transparency and security of information to prevent service provision from harming customer rights. | |||
| Article 24. The Company shall ensure service quality in accordance with government regulations and industry standards. The Company's products and services related to customer health and safety, customer privacy, marketing, and labeling shall comply with relevant regulations and international standards, and shall not engage in any deception, misleading, fraud, or any other behavior that undermines customer trust or damages customer rights. |
| AWEA Mechantronic Co., Ltd. Management system | Document No. | AP2124 | |
|---|---|---|---|
| Prepared on | 2025/05/05 | ||
| Version No. | A0 | ||
| Name | Sustainable Development Practice Principles | Document page | 6 |
| Article 25. The Company shall evaluate and manage various risks that may cause operational interruptions, in order to reduce their impact on consumers and society. The Company shall provide transparent and effective customer complaint procedures for its products and services, handle customer complaints fairly and promptly, and comply with relevant regulations such as the Personal Data Protection Act, truly respecting customers’ privacy rights and protecting the personal information provided by customers. Article 26. The Company shall establish a supplier management policy that requires suppliers to comply with relevant regulations on environmental protection, occupational safety and health, or labor rights issues. Prior to commercial transactions, it is advisable to evaluate whether their suppliers have a record of affecting the environment and society, to avoid transactions that conflict with the Company’s sustainable policies. When the Company signs contracts with its major suppliers, the content shall include compliance with both parties’ corporate social responsibility policies, and the clause that the Company may terminate or rescind the contract at any time if the supplier violates the policies and has a significant impact on the environment and society of the supply source community. Article 27. The Company shall evaluate the impact of its operations on the community and appropriately hire personnel from the location where the company operates to enhance community identity. Through equity investment, commercial activities, physical donations, corporate volunteer services, or other public welfare professional services, etc., the Company may invest resources in organizations that solve social or environmental problems through business models, or participate in activities of citizen’s organizations, charitable and public welfare groups, and governmental organizations to promote community development. Chapter 5 Strengthen the Disclosure of Information on Sustainable Development. Article 28. The Company shall handle information disclosure in accordance with relevant regulations and the “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies”, and shall fully disclose sustainable development related information that is relevant and reliable to enhance information transparency. The Company discloses the following information related to sustainable development: 1. Sustainable development policies, systems, or management guidelines and specific promotion plans approved by the Board of Directors. |
| AWEA Mechantronic Co., Ltd. Management system | Document No. | AP2124 | |
|---|---|---|---|
| Prepared on | 2025/05/05 | ||
| Version No. | A0 | ||
| Name | Sustainable Development Practice Principles | Document page | 7 |
| 2. The risks and impacts of implementing corporate governance, developing a sustainable environment, and maintaining social welfare on the operation and financial status of the Company. 3. The promotion goals, measures, and implementation performance formulated by the Company for sustainable development. 4. Main stakeholders and their issues. 5. Management and performance information of major suppliers on environmental and social issues. 6. Other information related to sustainable development. | |||
| Article 29. The Company shall adopt internationally recognized standards or guidelines in preparing a sustainability report to disclose the situation of promoting sustainable development, and shall constantly review the latest legal provisions of the competent authorities, comply with relevant regulations, and obtain third-party verification to improve information reliability. The content shall include the following: 1. Implement the Company's sustainable development policies, systems, or related management policies and promotion plans. 2. Main stakeholders and their issues. 3. The Company's performance and review in implementing corporate governance, developing a sustainable environment, maintaining social welfare, and promoting economic development. 4. Future improvement directions and goals. | |||
| Chapter 6 Supplementary Provisions | |||
| Article 30. The Company shall always pay attention to the development of sustainable development standards at home and abroad, as well as changes in the corporate environment to review and improve the sustainable development system established by the Company to enhance the effectiveness of promoting sustainable development. | |||
| Article 31. The Principles of conduct shall take effect and be submitted to the shareholders' meeting for report after being approved by the Audit Committee and the Board of Directors, and shall be amended accordingly. |
Appendix 6
AWEA Mechantronic Co., Ltd.
Articles of Incorporation
Chapter 1 General Provisions
Article 1. The Company is organized in accordance with the provisions for company limited by shares in the Company Act, and named AWEA MECHANTRONIC CO., LTD.
Article 2. The Company’s businesses are as follows:
- CB01010 Mechanical Equipment Manufacturing.
- CC01110 Computer and Peripheral Equipment Manufacturing.
- I501010 Product Designing.
- F113010 Wholesale of Machinery.
- F213080 Retail Sale of Other Machinery and Equipment.
- ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
Article 3. The Company is established in Hsinchu County, Taiwan, and shall establish branches both at home and abroad upon resolution by the Board of Directors when necessary.
Article 4. The announcement of the Company shall be published in prominent parts of the daily newspapers of the county or city where the Company is located and in circulars.
Chapter 2 Shares
Article 5. Total investment of the Company may not be limited by Article 13 of the Company Act, and may exceed 40% of the total paid-in capital.
Article 6. Mutual guarantees shall be made between the Company and the associated enterprises.
Article 7. The total capital of the Company is set at NTD 1.2 billion, which is divided into 120 million shares, each with a par value of NTD 10, which are authorized to be issued by the Board of Directors in batches. Of which, NTD 50 million is divided into 5 million shares, each with a par value of NTD 10, and are reserved for issuing employee stock options.
Article 8. The Company issues its shares in registered form, and all shares are signed or sealed by the directors representing the Company, and are endorsed by the bank acting as endorser for issuance of shares.
The Company may be exempted from printing stock certificates for the shares issued, and shall register the issuance with the Centralized Securities Depository Enterprises.
58
Article 9. In case the Company issues new shares with capital increase in the future, 10%-15% of such shares shall be reserved for preferential subscription by the employees of the Company at that time according to the Company Act. The proportion of subscription by the preferential employees for each capital increase shall be decided by the Board of Directors.
Article 10. The transfer of shares shall be suspended at least 60 days before an annual shareholders' meeting, 30 days before an extraordinary shareholders' meeting, or 5 days before the record date of payout of dividends and bonus or other benefits as decided by the Company.
Chapter 3 Shareholders' Meetings
Article 11. The shareholders' meeting is divided into annual general meeting of shareholders and extraordinary shareholders' meeting, where, the annual shareholders' meeting is held once a year within six months after the end of each fiscal year. The extraordinary meeting is convened in accordance with relevant laws and regulations when necessary. The Company may convene a shareholders' meeting by video conference or by other methods as announced by the Ministry of Economic Affairs.
Article 12. In case a shareholder can't be present at a shareholders' meeting for some reason, he/she may appoint a proxy to attend the meeting by providing the Power of Attorney issued by the Company and stating the scope of the proxy's authorization. As for the measures for a shareholder's appointing a proxy to attend a shareholders' meeting, in addition to following Article 177 of the Company Act, it shall be handled in accordance with the "Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies" issued by the competent authority.
Article 13. The shareholders' meeting shall be convened by the Board of Directors, and presided over by the Chairman. In case of absence of the Chairman, the Chairman shall designate a director as his/her agent. If no such a director is designated, the directors shall elect one director as agent of the Chairman; 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 chairperson from among themselves.
Article 14. A shareholder of the Company shall be entitled to one vote for each share held, but those shareholders having the circumstances stipulated in Article 179 of the Company Act shall not have any voting right.
59
Article 15. Unless otherwise provided by relevant laws and regulations, resolutions by the shareholders' meeting shall be adopted with the approval of the attending shareholders (in person or by proxy) who represent more than half of the voting rights in attendance at a shareholders', meeting attended by shareholders representing more than half of the total number of outstanding shares.
Article 16. Matters relating to the resolutions by a shareholders' meeting shall be recorded in the meeting minutes and handled in accordance with Article 183 of the Company Act or other relevant laws and regulations.
Chapter 4 Directors and Audit Committee
Article 17. The Company has seven to eleven directors in place who are elected at the shareholders' meeting from a list of candidates based on a candidate nomination system. Their term of office is three years, and they may be renewed if re-elected. Total shareholding proportion of all directors is handled as stipulated by the securities competent authority.
The above directors may include at least three independent directors who shall not account for less than one-fifth of the directors. The professional qualifications, shareholding, restrictions on concurrent positions held, election and appointment methods, and other matters to be complied with for independent directors shall be subject to the relevant regulations of the competent securities authority.
Article 18. A board meeting shall be organized by the directors, and attended by more than two-thirds of all directors. With the consent of more than half of the attending directors, one person shall be elected as the Chairman, and one vice chairman shall be elected the same way. The Chairman shall act as the chairperson of the shareholders' meeting and board meeting internally, and shall represent the Company externally.
The board meeting shall be held quarterly, and for the convening of a board meeting, the reasons shall be stated and the directors shall be notified seven days prior to the meeting date; but it may be convened at any time in case of emergency. The notice of convening a board meeting may be sent by fax, e-mail, etc. instead of written form.
Except that the first board meeting shall be convened in accordance with Article 203 of the Company Act, all other board meetings shall be convened and presided over by the Chairman, in case the Chairman asks for leave or is unable to exercise his powers for some reason, his proxy shall be handled in accordance with Article 208 of the Company Act.
A director shall attend the board meeting in person. If a director is unable to attend the board meeting for any reason, he may appoint another director to act for him. If a board meeting is held by video conference, the directors who participate in the video conference shall be deemed to have attended the meeting in person.
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The Company may, during the term of office of a director, purchase liability insurance for the director in respect of his/her legal liability in respect of the scope of his/her business.
Article 19. The Company establishes an Audit Committee in accordance with the provisions of the Securities and Exchange Act. The Audit Committee is composed of all independent directors and is responsible for performing the functions and powers prescribed by the Securities and Exchange Act, the Company Act and other laws. The Board of Directors of the Company may set up a Remuneration Committee or other functional committees as necessary for business operation.
Article 20. The Company shall pay remuneration to directors executing positions in the Company, regardless the profit or loss of the Company. The remunerations to the Chairman and directors of the Company shall be authorized to be determined by the Board of Directors according to the degree of their participation in the operation of the Company and the value of their contributions, taking into account both the domestic and foreign industry standards.
Article 21. Resolution on major matters
Resolutions on the major matters below shall be approved by more than half of the attending directors at a board meeting attended by more than two-thirds of all directors:
- Proposal for amending Articles of Incorporation of the Company.
- Capital increase and issuance of new shares of the Company.
- Audit of annual budget and final settlement.
- Proposal for distribution of earnings or deficit compensation.
- Approval of the matters endorsed, accepted and guaranteed in the name of AWEA.
- Approval of the acquisition and transfer of specialized technologies, and of technological collaboration contracts.
- Re-investment in related businesses.
Article 22. Matters relating to the resolutions by the Board of Directors shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chairperson of the meeting and a copy shall be distributed to each director within 20 days after the conclusion of the meeting. The minutes shall record the matters and results of the proceedings of the meeting, and shall be kept in the Company together with the attendance book of the Directors present at the meeting, as well as the power of attorney for their attendance.
Article 23. Deleted.
Chapter 5 Managers & Employees
Article 24. The Company establishes a president, whose appointment, dismissal, and remuneration shall be handled in accordance with Article 29 of the Company Act.
Article 25. The Company may employ a consultant upon resolution by the Board of Directors.
Chapter 6 Final Settlement
Article 26. The Company shall, at the end of each fiscal year, prepare the following statements by the Board of Directors and submit them to the annual shareholders’ meeting for recognition in accordance with legal procedures.
- Business Report.
- Financial Statements.
- Proposal for earnings distribution or deficit compensation.
Article 27. 1. Remuneration to employees and directors
If the Company has profit in the year (the so-called profit refers to the profit before tax, and before deduction of employees’ remuneration and directors’ remuneration), it shall set aside 3%-8% of the profit as employees’ remuneration (of which the remuneration for grassroots employees shall be not less than 50%), and set aside no more than 2% as directors’ remuneration. The Company may distribute the above remuneration to employees of its subsidiaries who meet certain criteria, and the terms and methods of distribution shall be determined by the Board of Directors. However, if the Company has accumulated deficit, an amount to cover such deficit shall be reserved in advance.
- Earnings distribution
The Company’s annual net income after final settlement shall be used to pay taxes and cover the deficits of prior years according to law, 10% of the remaining income shall be set aside as legal reserve and special reserve in accordance with the law, and the remaining balance shall be added to the undistributed earnings of prior years and a part of which retained as the capital required for the business growth, and then the Board of Directors shall prepare the earnings distribution proposal and submit it to the Shareholders’ Meeting for resolution.
When the Company adopts International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) (hereinafter referred to as IFRS) approved by the Shareholders’ Meeting for the first time, the unrealized revaluation appreciation and cumulative translation adjustments (benefits) under shareholders’ equity in the accounts shall be transferred to retained earnings as a result of the selection of exemptions from IFRS 1, to set aside separate special reserves of the same
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amount. However, if the increase in retained earnings arising from the first adoption of IFRSs on the conversion date is not sufficient, only the increase in retained earnings arising from the conversion to IFRS may be set aside. When the Company subsequently uses, disposes of or reclassifies the relevant assets, it may reverse and distribute the earnings in the proportion of the special reserve originally set aside. When distributing distributable earnings, the Company shall set aside special reserves that shall not be distributed in the following manner:
(1) For net deduction of other equities accounted for the current period (e.g., accumulated balance of Exchange difference on translation of financial statements of foreign operations, unrealized gains and losses on financial assets measured at fair value through other comprehensive income, gains and losses on hedging instruments, revaluation appreciation, etc.), special reserve of the same amount included in undistributed earnings from the net profit after tax of the current period plus the items other than the net profit after tax of the current period shall be set aside, and if it is still insufficient, it shall be set aside from undistributed earnings of the previous period.
(2) For the net deduction of other equities accumulated in the previous period, the special reserve shall be excluded from distribution in one of the following ways:
A. Set aside special reserve of the same amount from undistributed earnings of the previous period.
B. Set aside special reserve of the same amount from undistributed earnings of the previous period, if it is still insufficient, it shall be set aside from the amount of net profit after tax of the current period plus items other than the net profit after tax of the current period included in undistributed earnings of the current period.
(3) If the Company has set aside special reserve according to the preceding paragraph, it shall set aside special reserve for the difference between the amount already set aside and the amount ought to be set aside as special reserve in the preceding two items. If the net deductions of other shareholders' equity are reversed, special surplus reserve shall be reversed from the reversed portion to distribute earnings. The Company authorizes the Board of Directors to resolve to distribute the dividends and bonuses or all or part of the legal reserve and capital surplus in the form of cash with a majority vote of attending directors at a board meeting attended by two-thirds of all directors, which shall be reported to the Shareholders' Meeting.
- Dividend policy
The Company is in an industry with changing environment, and in the growth stage of life cycle, and in order to consider long-term financial planning and meet the cash inflow needs of shareholders, the annual cash dividend shall not be less
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than 10% of the total cash and stock dividends.
Article 28. Research and development of the enterprise:
For confidential research and development in the new direction of the enterprise, it can be carried out by special units under certain funds approved by the Board of Directors in advance, and all employees except the directors and the President can be kept confidential.
Article 29. Within one year after the official operation of the enterprise, the members of the Welfare Committee shall be elected by “one person with one vote” among the employees. The number of members shall be less than one-fifth of the number of employees, but the number must be odd, and the total number shall not exceed 11. The Welfare Committee shall consist of one director general and one representative of the employer to be responsible for communication, but neither of them shall have voting rights.
Article 30. The Company’s Articles of Incorporation and rules for implementation are separately formulated by the Board of Directors.
Article 31. Matters not stipulated in the Articles of Incorporation shall be handled in accordance with the Company Act and relevant laws and regulations.
Article 32. These Articles of Incorporation was formulated on June 4, 1986. The 1st amendment was made on July 3, 1986. The 2nd amendment was made on March 5, 1987. The 3rd amendment was made on April 15, 1989. The 4th amendment was made on July 7, 1989. The 5th amendment was made on May 18, 1997. The 6th amendment was made on May 29, 1999. The 7th amendment was made on May 20, 2000. The 8th amendment was made on August 19, 2000. The 9th amendment was made on May 25, 2001. The 10th amendment was made on May 29, 2002. The 11th amendment was made on June 11, 2003. The 12th amendment was made on June 16, 2004. The 13th amendment was made on June 19, 2006. The 14th amendment was made on June 9, 2008. The 15th amendment was made on June 16, 2009. The 16th amendment was made on June 29, 2010. The 17th amendment was made on June 18, 2012. The 18th amendment was made on June 9, 2014. The 19th amendment was made on June 24, 2016. The 20th amendment was made on June 10, 2020. The 21st amendment was made on June 15, 2022. The 22nd amendment was made on June 7, 2023. The 23rd amendment was made on May 27, 2025.
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Appendix 7
| AWEA Mechanic Co., Ltd. Management system | Document No. | AP2102 | |
|---|---|---|---|
| Prepared on | 2022/06/15 | ||
| Version No. | A5 | ||
| Name | Rules of Procedure for Shareholders' Meetings | Document page | 1 |
| 1. The Company's shareholders' meetings, except as otherwise provided by laws and regulations, shall be handled in accordance with these Rules. Changes to the method of convening a shareholders' meeting shall be subject to resolution by the board of directors and shall be made no later than before the notice of the shareholders' meeting is sent. 2. The Company shall furnish the attending shareholders (or agents) with an attendance book to sign, or attending shareholders (or agents) may hand in a sign-in card in lieu of signing in. The number of shares in attendance shall be counted according to the shares indicated in the attendance book or the sign-in cards handed in and the sign-in record on the video conference platform plus the number of shares whose voting rights are exercised in writing or by electronic means. For each shareholders' meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the Company 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 the Company 5 days before the date of the shareholders' meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail. However, this provision does not apply to the declaration is made to cancel the previous proxy form. Once a proxy form is received by the Company, if the shareholder intends to attend the shareholders' meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to the Company 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. Once a proxy form is received by the Company, if the shareholder intends to attend the shareholders' meeting by video conference, a written proxy rescission notice shall be filed with the Company two days prior to the date of the shareholders' meeting, otherwise, the voting power exercised by the authorized proxy at the meeting shall prevail. |
| AWEA Mechanic Co., Ltd. Management system | Document No. | AP2102 | |
|---|---|---|---|
| Prepared on | 2022/06/15 | ||
| Version No. | A5 | ||
| Name | Rules of Procedure for Shareholders' Meetings | Document page | 2 |
| The Company shall state, in the meeting notice, the sign-in time and place for shareholders, solicitors, and proxies (hereinafter referred to as “shareholders”), and other matters that shall be noted. If a shareholders’ meeting is held by video conference, the method for the participation and exercise of rights, the way to deal with the obstruction of sending to the video conference platform or participating by video conference due to force majeure, and the date when the meeting is postponed or renewed and other precautions shall be recorded; if a video conference is held for a shareholders’ meeting, the appropriate alternative measures provided by the shareholders who have difficulty participating by video shall be recorded. The time at which shareholders’ sign-in begins, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The sign-in location place shall be clearly marked and staffed with a sufficient number of suitable personnel. When the shareholders’ meeting is convened by video conference, the sign-in process shall begin on the video conference platform 30 minutes before the meeting commences. Shareholders who have completed the sign-in shall be deemed to have attended the shareholders’ meeting in person. Shareholders shall attend the shareholders’ meetings with their attendance cards, sign-in cards, or other certificates of attendance. The Company 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. The Company 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. The Company shall furnish attending shareholders with the meeting handbook, annual report, attendance card, speaker’s slips, voting slips, and other meeting materials. Where there is an election of directors and supervisors, 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. If a shareholders’ meeting is convened by video conference, shareholders who wish to attend by video conference should register with the Company two days prior to the shareholders’ meeting. If a shareholders’ meeting is convened by video conference, the Company shall upload the meeting handbook, annual report, and other relevant materials to the video conference platform at least 30 minutes prior to the start of the meeting and continue to disclose them till the end of the meeting. |
| AWEA Mechatronic Co., Ltd. Management system | Document No. | AP2102 | |
|---|---|---|---|
| Prepared on | 2022/06/15 | ||
| Version No. | A4 | ||
| Name | Rules of Procedure for Shareholders' Meetings | Document page | 3 |
| 3. Attendance and voting at a shareholders' meeting shall be calculated based the number of shares. 4. The shareholders' meeting shall be held at the business office of the Company or at a place that is convenient and suitable for holding the shareholders' meeting. The meeting shall start at 9:00am to 3:00pm. When the Company convenes a shareholders' meeting by video conference, it is not subject to the restriction on location of the meeting in the preceding paragraph. 5. If the shareholders' meeting is convened by the Board of Directors, the Chairman shall chair the meeting. If the Chairman asks for leave or is unable to exercise his powers for some reason, the vice chairman shall chair the meeting. In case of no vice chairman or the vice chairman also asks for a leave or is unable to exercise his powers for some reason, he/she shall designate a director to act as the chairperson. In the absence of such a designation, the directors shall elect a chairperson from among themselves. 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 chairperson from among themselves. 6. The Company may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders' meeting in a non-voting capacity. 7. The Company, 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 1 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. If a shareholders' meeting is convened by video conference, the Company shall keep records of shareholders' registration, sign-in, questions raised, and voting and the Company's vote counting results and retain the records, while making an uninterrupted audio and video recording of the entire video conference. Such recordings shall be properly kept by the Company during the period of its existence and provided to those who are entrusted to handle the video conference affairs for storage. |
| AWEA Mechatronic Co., Ltd. Management system | Document No. | AP2102 | |
|---|---|---|---|
| Prepared on | 2022/06/15 | ||
| Version No. | A4 | ||
| Name | Rules of Procedure for Shareholders' Meetings | Document page | 4 |
| 8. The chairperson shall call the meeting to order upon the meeting time, while announcing the number of non-voting rights and the number of shares in attendance. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chairperson 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 attending shareholders still represent fewer than one-third of the total number of issued shares after two postponements, the chairperson shall declare the meeting adjourned. If a shareholders' meeting is convened by video conference, the Company shall also declare the meeting adjourned on the video conference platform. If attending shareholders still represent fewer than one-third of the total number of issued shares after two postponements, a tentative resolution may be passed in accordance with Article 175, paragraph 1 of the Company Act. Shareholders shall be notified of the tentative resolution that another shareholders' meeting will be convened within one month. If a shareholders' meeting is convened by video conference, shareholders who wish to attend by video conference shall re-register with the Company. When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chairperson may resubmit the tentative resolution for a vote by the shareholders' meeting pursuant to Article 174 of the Company Act. | |||
| 9. Agenda of a shareholders' meeting shall be determined by the Board of Directors, and the meeting shall proceed in the order set by the agenda, which may not be changed without a resolution. The chairperson may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding paragraph (including extempore motions), except by a resolution of the shareholders' meeting. If the chairperson declares the meeting adjourned in violation of the rules of procedure, a new chairperson shall be elected by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting. After the meeting is adjourned by resolution, the shareholders shall not elect another chairperson to continue the meeting at the same address or at another place. | |||
| 10. 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 chairperson. 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. |
| AWEA Mechanic Co., Ltd. Management system | Document No. | AP2102 | |
|---|---|---|---|
| Prepared on | 2022/06/15 | ||
| Version No. | A4 | ||
| Name | Rules of Procedure for Shareholders' Meetings | Document page | 5 |
| When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chairperson and the shareholder that has the floor; the chairperson shall stop any violation. 11. Except with the consent of the chairperson, 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 chairperson may terminate the speech. 12. When a corporate shareholder appoints two or more representatives to attend a shareholders' meeting, only one of the representatives so appointed may speak on the same proposal. 13. After an attending shareholder has spoken, the chairperson may respond in person or direct relevant personnel to respond. If a Shareholder's Meeting is held by video conference, the shareholders attending the meeting by video may ask questions in text form on the video conference platform of Shareholders' Meeting, after the chairperson has announced opening of the meeting, until announcing closure of the meeting. Questions may be raised for each proposal for no more than 2 times, and each question shall be limited to 200 words. If such questions in the preceding paragraph are not in violation of the regulations or not outside the scope of the motions, it is advisable to disclose such questions on the video conference platform. 14. For discussion of a proposal, when the chairperson is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chairperson may announce the discussion closed and call for a vote and arrange sufficient time for voting. Except as otherwise provided in the Company Act and in the Articles of Incorporation of the Company, the resolution of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act. When the Company holds a shareholders' meeting, it shall adopt the exercise of voting rights by electronic means and may adopt the 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 the Company avoid the submission of extraordinary motions and amendments to original proposals. |
| AWEA Mechanic Co., Ltd. Management system | Document No. | AP2102 | |
|---|---|---|---|
| Prepared on | 2022/06/15 | ||
| Version No. | A0 | ||
| Name | Rules of Procedure for Shareholders' Meetings | Document page | 6 |
| A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Company 2 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 shareholders exercise their voting rights in writing or by electronic means, if they wish to attend the shareholders' meeting in person or by video conference, they shall serve a declaration of intent to retract the voting rights already exercised under the preceding paragraph two days before the shareholders' meeting in the same manner in which the voting rights were exercised; otherwise the voting rights exercised in writing or by 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. | |||
| 15. Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chairperson, provided that the monitoring personnel shall be a shareholder of the Company. The voting results shall be reported on the spot, and shall be recorded. | |||
| 16. When the meeting is in progress, the chairperson may call a break at his discretion. | |||
| 17. At the time of a vote, for each proposal, the chairperson or a person designated by the chairperson 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 a shareholders' meeting is convened by video conference, after the chairperson declares the voting closed, the votes shall be counted at one go, and the voting and election results shall be announced. If a video-assisted shareholders' meeting is convened, the shareholders, solicitors or entrusted agents who have registered to attend the shareholders' meeting by video conference as per these measures, intend to attend the physical shareholders' meeting in person, shall rescind the registration in the same manner as the registration two days before the shareholders' meeting, otherwise they can only attend the shareholders' meeting by video conference. If a shareholder attending a Shareholders' Meeting via video has exercised voting rights in writing or electronically and has not canceled its intention, it shall not exercise voting rights again on, or propose any amendment to, the former proposal or exercise voting rights on such amendment, except for extempore motion. |
| AWEA Mechanic Co., Ltd. Management system | Document No. | AP2102 | |
|---|---|---|---|
| Prepared on | 2022/06/15 | ||
| Version No. | A0 | ||
| Name | Rules of Procedure for Shareholders' Meetings | Document page | 7 |
| 18. When there is an amendment or an alternative to a proposal, the chairperson 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. 19. The chairperson may direct the proctors (or security personnel) to help maintain order at the meeting place. 20. 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 chairperson 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. The Company 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 chairperson'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 votes won by each candidate in the event of an election of directors and supervisors. The number of voting rights shall be retained for the duration of the existence of the Company. When a shareholders' meeting is convened by video conference, the meeting minutes shall contain the start and end time of the shareholders' meeting, the method of convening the meeting, the names of the chairperson and the meeting taker, as well as the response method and the response situation when the appropriate alternative measures provided for shareholders having difficulty attending the shareholders' meeting by video and other force majeure events have obstructed the video conference platform or the participation in the video conference in addition to the matters that shall be recorded in accordance with the preceding paragraph. 21. The Company shall, on the day of the shareholders' meeting, compile a statistical statement in the prescribed format and disclose the number of shares solicited by the solicitor, the number of shares represented by the proxies, and the number of shares in attendance in writing or by electronic means clearly on-site at the shareholders' meeting. When a shareholders' meeting is convened by video conference, the Company shall upload the aforementioned information to the video conference platform at least 30 minutes before the start of the meeting and continue to disclose it till the end of the meeting. |
| AWEA Mechanic Co., Ltd. Management system | Document No. | AP2102 | |
|---|---|---|---|
| Prepared on | 2022/06/15 | ||
| Version No. | A0 | ||
| Name | Rules of Procedure for Shareholders' Meetings | Document page | 8 |
| When a shareholders' meeting is convened by video conference, when the chairperson calls the meeting to order, the number of voting rights of the shareholders in attendance shall be disclosed on the video conference platform. The same shall apply if other shareholders with voting rights in attendance are counted during the meeting. If any matter put to a resolution at a shareholders' meeting constitutes significant information under laws or regulations or under the regulations of Taiwan Stock Exchange (Taipei Exchange), the Company shall upload its contents to MOPS within stipulated time period. 22. If a shareholders' meeting is held by video conference, the Company shall, after ending of the voting, disclose the voting results of various proposals and election results in a real time on the video conference platform of Shareholders' Meeting according to stipulations in a continued way for 15 minutes after the chairperson declares the meeting adjourned. 23. When a shareholders' meeting is convened by video conference, the chairperson and the minute taker shall be at the same location in Taiwan, and the chairperson shall disclose the address of the place when calling the meeting to order. 24. If a Shareholders' Meeting is held by video conference, the Company shall make a simple test on connection between and among shareholders before the meeting, and shall provide related services in a real time before and during the meeting to offer assistance in dealing with any technical problems in communication. When a shareholders' meeting is convened by video conference the chairperson shall, when calling the meeting to order, announce that there is no need for postponement or resumption of the meeting as stipulated in Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies; and that the requirement on the date of the meeting postponed or resumed due to force majeure events that have obstructed the video conference platform or the participation in the video conference for more than 30 minutes under Article 182 of the Company Act shall not apply before the chairperson declares the meeting adjourned. When a shareholders' meeting is postponed or resumed in accordance with the preceding paragraph, the proposals for which the voting and counting of votes have been completed and the voting results or the list of elected director and supervisor have been announced, do not need to be discussed or resolved again. |
| AWEA Mechanic Co., Ltd. Management system | Document No. | AP2102 | |
|---|---|---|---|
| Prepared on | 2022/06/15 | ||
| Version No. | A0 | ||
| Name | Rules of Procedure for Shareholders' Meetings | Document page | 9 |
| When the Company postpones or resumes the meeting in accordance with paragraph 2, it shall handle the relevant matters in accordance with the provisions set forth in Article 44-20, paragraph 4 of the Regulations Governing the Administration of Shareholder Services of Public Companies, and relevant preparations shall be made as per the date of the original shareholders' meeting and the provisions of this article. And the shareholders on the register of shareholders with book closure at the original shareholders' meeting are entitled to attend the shareholders' meeting. Based on the period under Article 12, second-half paragraph and Article 13, paragraph 3 of the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies; Article 44-5, paragraph 2, Article 44-15, and Article 44-17, paragraph 1 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall postpone or resume the shareholders' meeting at a date as per paragraph 2. When the Company convenes a video-assisted shareholder's meeting, if the video conference cannot continue as under paragraph 2, after the number of shares in attendance through the video conference is deducted, the total number of shares in attendance at the physical shareholders' meeting still reaches the number as required by law for resolution by the shareholders' meeting, the shareholders' meeting shall continue. There is no need to postpone or resume the meeting in accordance with paragraph 2. When the Company convenes a shareholders' meeting by video conference, it shall provide appropriate alternatives to shareholders who have difficulty attending the shareholders' meeting by video conference. 25. Matters not stipulated in these rules shall be handled in accordance with the Company Act and relevant laws and regulations. 26. These Rules, and any amendments hereto, shall be implemented after adoption by shareholders' meetings. |
Appendix 8
| AWEA Mechanic Co., Ltd. Management system | Document No. | AP2101 | |
|---|---|---|---|
| Prepared on | 2020/06/10 | ||
| Version No. | A3 | ||
| Name | Rules for Election of Directors | Document page | 1 |
| 1. The election, re-election and by-election of directors of the Company shall be handled in accordance with these rules. 2. Directors of the Company shall be elected at the Shareholders’ Meeting. 3. The election votes shall be prepared by the Company, shall be numbered according to the attendance card number, and shall indicate the number of voting rights of each shareholder. 4. The shareholders (including natural persons, juristic persons and their trustees, the same as below) shall write the account number (or Business ID number) and the name of the electee on the ballot at the beginning of the election. If the electee is a government organ or juristic person, the name (or Business ID number) and the name of the representative shall be filled in and then put into the ballot box. If a shareholder intends to elect more than two persons, he/she shall write the account number and name of each electee separately. 5. Directors of the Company are elected by single-register cumulative election method. Each share shall have voting rights in number equal to the number of directors to be elected. One director may be elected collectively or several directors may be elected in a distributed way, and the registered name of the electors may be substituted by the attending certificate No. printed on the ballots. The Company’s election of directors shall be handled in accordance with the candidate nomination procedures under Article 192-1 of the Company Act. 6. Directors of the Company shall be elected by the Shareholders’ Meeting from among those who have the capacity to act and who, according to the number prescribed in the Articles of Incorporation of the Company, win more voting rights representing the election rights. 7. (Deleted) 8. If two or more persons win the same number of voting rights, but the quota is exceeded, a lot shall be drawn by those who win the same number of voting rights. For those who are not present, a lot shall be drawn by the chairperson. 9. When the election begins, the chairperson shall designate several scrutineers and counters to perform various related duties. 10. Each director and independent director shall have a voting box for separate voting, and shall be examined by the scrutineers before voting. |
| AWEA Mechantronic Co., Ltd. Management system | Document No. | AP2101 | |
|---|---|---|---|
| Prepared on | 2020/06/10 | ||
| Version No. | A3 | ||
| Name | Rules for Election of Directors | Document page | 2 |
| 11. In case of any of the following circumstances, the ballots shall be deemed invalid: (1) Those ballots put into the voting box while being blank. (2) Those ballots not being the one stipulated by these measures. (3) Those ballots with other contents in addition to the name of the electee (including name of the juristic person and the name of the representative) and the shareholder's account number (or Business ID number). (4) Those ballots with illegible handwriting, which is difficult to recognize. (5) There are two or more candidates listed in the same one ballot. (6) The name of the electee entered is the same as that of other shareholders, but the shareholder account number or Business ID number is not entered to for identification. | |||
| 12. After the voting is completed, the ballots shall be counted on site, and the results shall be announced by the chairperson on site. | |||
| 13. If there are any matters not specified in these rules, the Company Act and stipulations in Articles of Incorporation of the Company shall apply. | |||
| 14. These rules and any amendments hereto, shall be implemented after being adopted by the Board of Directors and submitted to the Shareholders' Meeting. |
Appendix 9
Shareholding of All Directors
- Number of shares held of individual and all directors recorded on the Shareholders’ Ledger as of March 29, 2026.
(1) Legal minimum number of shares held by all directors: 7,567,534 shares (10%X80%)
(2) Shareholding status of the directors is as follows:
Book closure date: March 29, 2026
| Title | Name | Date elected | Number of shares held in the shareholder register on the book closure date | |
|---|---|---|---|---|
| Number of shares | Proportion | |||
| Chairman | Cheng-Jun Yang | June 7, 2023 | 0 | 0 |
| Director | Goodway Machine Corp. (Representative: Cheng-Xuan Wang) | June 7, 2023 | 47,962,311 | 50.70% |
| Director | Goodway Machine Corp. (Representative: Kun-Nan Zhuang) | June 7, 2023 | 47,962,311 | 50.70% |
| Director | Qing-Feng Yang | June 7, 2023 | 130,000 | 0.14% |
| Independent Director | Li-Ying Luo | June 7, 2023 | 0 | 0 |
| Independent Director | Zheng-Yong Huang | June 7, 2023 | 0 | 0 |
| Independent Director | Yu-Ren Su | June 7, 2023 | 0 | 0 |
| Independent Director | Xi-Peng Hong | June 7, 2023 | 0 | 0 |
| Total of directors | 48,092,311 | 50.84% |
- As of March 29, 2026, the Company has issued total 94,594,171 shares
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