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BASSO AGM Information 2026
51850_rns_2026-05-15_e6e49969-fdfa-445d-9753-54d940390783.pdf
AGM Information
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STOCK CODE:1527
BASSO INDUSTRY CORP.
ANNUAL SHAREHOLDERS' MEETING MEETING HANDBOOK 2026
Time: June 15, 2026 10:00 a.m.
Place: No. 24, 36th Rd., Taichung Industrial Park, Taichung, (Conference Room At 5F)
Table of Contents
Chapter 1 Meeting Procedures ...1
Chapter 2. Meeting Agenda ...2
I. Report Items ...3
II. Approval Items ...4
III. Discussion Items ...6
IV. Ad Hoc Motions ...7
Chapter 3 Attachments
I. 2025 Business Report ...8
II. Audit Committee Review Report ...9
III. Independent Auditors’ Report ...10
IV. 2025 Financial Statements ...14
V. Statement of Earnings Distribution ...18
VI. Comparison Table of Amendments to the Procedures for Endorsements and Guarantees .19
VII. Comparison Table of Amendments to the Procedures for Lending Funds to Other Parties ...21
Chapter 4. Appendices
I. Rules of Procedure for Shareholders’ Meetings ...23
II. Articles of Incorporation ...25
III. Current Shareholdings of Directors ...34
1
BASSO INDUSTRY CORP.
Meeting Procedures for the 2025
Annual Shareholders' Meeting
I. Call the meeting to order
II. Chairman’s Address
III. Report Items
IV. Approval Items
V. Discussion Items
VI. Ad Hoc Motions
VII. Adjournment
2
BASSO INDUSTRY CORP.
2026 Shareholders' Meeting Agenda
Time: 10:00 a.m., Monday, June 15, 2026
Location: 5th Floor Conference Room, No. 24, 36th Road, Taichung Industrial Park, Taichung City
Mode of Convening: On-site Shareholders' Meeting
I. Call the meeting to order
II. Chairman's Address
III. Report Items
(I) The business report for fiscal year 2025.
(II) The Audit Committee’s review report on the Financial Statements for fiscal year 2025.
(III) The Report on the Allocation of Employees’ and Directors’ Remuneration for fiscal year 2025.
IV. Approval Items
(I) The Business Report and Financial Statements for fiscal year 2025.
(II) Proposal for Earnings Distribution for fiscal year 2025.
V. Discussion Items
(I) Proposal to amend certain provisions of the Company’s “Procedures for Endorsements and Guarantees.”
(II) Proposal to amend certain provisions of the Company’s “Procedures for Lending Funds to Other Parties.”
VI. Ad Hoc Motions
VII. Adjournment
Report Items
Proposal I.
Subject: The business report for fiscal year 2025.
Description: For the 2025 Business Report, please refer to Attachment 1 on page 8 of this manual.
Proposal II.
Subject: The Audit Committee’s review report on the Financial Statements for fiscal year 2025.
Description: Please refer to Attachment 2 on page 9 of this manual for the Audit Committee’s Review Report.
Proposal III.
Subject: The Report on the Allocation of Employees’ and Directors’ Remuneration for fiscal year 2025.
Description:
-
In accordance with Article 26 of the Company’s Articles of Incorporation, if the Company records a profit for the fiscal year, not less than 0.5% shall be allocated as employee compensation, and not more than 3% shall be allocated as director compensation. However, if the Company has accumulated losses, an amount sufficient to offset such losses shall be set aside in advance. Of the employee compensation specified in the preceding paragraph, no less than 40% shall be allocated to grassroots employees. Employee compensation may be distributed in the form of shares or cash, and eligible recipients may include employees of subsidiaries who meet specified criteria. The criteria and methods of distribution are authorized to be determined by the Board of Directors.
-
NT$3,500,000 has been allocated for directors’ remuneration, and NT$10,000,000 has been allocated for employees’ remuneration.
-
Both director remuneration and employee compensation are distributed in cash.
4
Approval Items
Proposal I. Proposed by the Board of Directors
Subject: The Business Report and Financial Statements for fiscal year 2025.
Description:
- The Company’s financial statements and business report for fiscal year 2025 have been approved by the Board of Directors and reviewed by the Audit Committee, with a corresponding written review report issued.
- Please refer to Attachments 1, 3, and 4 on page 8 and pages 10 to 17 of this manual for the Business Report and Financial Statements referenced in the preceding paragraph.
Resolution:
Proposal II. Proposed by the Board of Directors
Subject: Proposal for Earnings Distribution for fiscal year 2025.
Description:
-
The Company’s 2025 Earnings Distribution Statement has been approved by the Board of Directors and reviewed by the Audit Committee. For details, please refer to Attachment 5 on page 16 of this manual.
-
Upon approval of the cash dividend distribution proposal by the Shareholders’ Meeting, it is proposed that the Chairman of the Board be authorized to determine the ex-dividend date separately.
-
Cash dividends shall be calculated and distributed to the nearest whole dollar, with any amount less than one dollar disregarded and not distributed. The total amount of fractional balances shall be fully credited to the Company’s account.
-
Should there be any future repurchase, transfer, or cancellation of treasury shares, or any other events that may affect the total number of outstanding shares and thereby require an adjustment to the shareholder dividend payout ratio, it is proposed that full authority be delegated to the Chairman of the Board to address such matters.
Resolution:
6
Discussion Items
Proposal I. Proposed by the Board of Directors
Subject: Proposal to amend certain provisions of the Company’s “Procedures for Endorsements and Guarantees.”
Description:
-
In response to the amendments to the “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies” promulgated by the Financial Supervisory Commission on March 7, 2019, the Company is simultaneously amending the relevant internal operating procedures to comply with regulatory requirements and improve its management mechanisms.
-
For the comparison table of amendments to the “Procedures for Endorsements and Guarantees,” please refer to Attachment 6 on pages 19 to 20 of this manual.
Resolution:
Proposal II. Proposed by the Board of Directors
Subject: Proposal to amend certain provisions of the Company’s “Procedures for Lending Funds to Other Parties.”
Description:
- In response to the amendments to the “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies” promulgated by the Financial Supervisory Commission on March 7, 2019, the Company is simultaneously amending the relevant internal operating procedures to comply with regulatory requirements and improve its management mechanisms.
- For the comparison table of amendments to the “Procedures for Lending Funds to Other Parties,” please refer to Attachment 7 on pages 21 to 22 of this manual.
Resolution:
Ad Hoc Motions
Adjournment
7
Attachment 1. 2025 Business Report
BASSO INDUSTRY CORP.
2025 Business Report
(expressed in Thousands of New Taiwan Dollars)
| Fiscal Year Account Title | Fiscal Year 2025 | Fiscal Year 2024 | Variance | Growth Rate (%) |
|---|---|---|---|---|
| Net sales revenue | 2,896,539 | 3,130,242 | (233,703) | (7.47) |
| Gross profit from operations | 606,233 | 837,876 | (231,643) | (27.65) |
| Gross Profit Margin | 20.93% | 26.77% | (5.84%) | (21.82) |
| Operating profit | 175,037 | 398,226 | (223,189) | (56.05) |
| Profit before tax from continuing operations | 260,279 | 555,625 | (295,346) | (53.16) |
| Net income after tax | 211,060 | 444,939 | (233,879) | (52.56) |
For fiscal year 2025, the Company recorded operating revenues of NT$2,896,539 thousand, representing a decrease of NT$233,703 thousand, or 7.47%, compared to NT$3,130,242 thousand in fiscal year 2024. Net profit after tax for fiscal year 2025 was NT$211,060 thousand, with earnings per share after tax of approximately NT$1.52.
Looking back over the past year, the global economic and trade environment remained turbulent. The dual impact of adjustments to international tariff policies and sharp exchange-rate fluctuations created severe challenges for the export structure and cost management of traditional industries, while end-market demand continued to recover slowly and overall profitability came under pressure. Nevertheless, despite these difficulties, we remained committed to stabilizing our operating foundation and did not waver from our strategic focus on core technology research, sales market development, and product quality stability.
Looking ahead to 2026, amid a high interest-rate environment, geopolitical issues, and policy uncertainties, the Company will maintain a prudent approach and focus its operations on "technological innovation," "channel expansion," and "diversified transformation." In the short term, we will accelerate research and development to shorten the mass-production schedule for next-generation cordless and industrial-grade electric tools. Leveraging our core process advantages, we will also actively enter the precision components contract manufacturing fields for unmanned aerial vehicles, medical assistive devices, low-earth-orbit satellites, and military communications. At the same time, we will continue to deepen the application of our own brand BEX in global markets and diversified channels over the long term.
Facing unpredictable international conditions, BASSO will respond to challenges with steady steps. Through horizontal expansion of product lines and vertical deepening of process technologies, we will maximize product value. We will continue to uphold the spirit of integrity and innovation, seek breakthroughs in a turbulent market, create long-term profits for shareholders, and move toward sustainable operations.
Chairman: [Signature]
General Manager: [Signature]
Chief Accounting Officer: [Signature]
Attachment 2. Audit Committee Review Report
Audit Committee Review Report
The Board of Directors has prepared the Company’s Business Report, Financial Statements, and Earnings Distribution Proposal for fiscal year 2025. The Financial Statements have been audited by KPMG, which has issued an audit report. The aforementioned Business Report, Financial Statements, and Earnings Distribution Proposal have been reviewed by the Audit Committee and found to be in order. Pursuant to the Securities and Exchange Act and the Company Act, these documents are hereby submitted for your review and approval.
Respectfully submitted,
BASSO INDUSTRY CORP. 2026 Annual Shareholders’ Meeting
BASSO INDUSTRY CORP.
Audit Committee Chairman: Kai-Hsin Chang 張叡豪
March 9, 2026
9
Attachment 3. Independent Auditors' Report
KPMG
奔快速京科合同许宁洽行
KPMG
台中市407544西屯區文心路二段201號7樓
7F, No 201, Sec.2, Wenxin Road,
Taichung City 407059, Taiwan (R.O.C.)
電話 Tel +886 4 2415 9168
傳真 Fax +886 4 2259 0196
網址 Web kpmg.com/tw
Independent Auditors' Report
To the Board of Directors of Basso Industry Corporation:
Opinion
We have audited the financial statements of Basso Industry Corporation(“the Company”), which comprise the balance sheet as of December 31, 2025 and 2024, the statement of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including a summary of material accounting policies.
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IASs”), Interpretations developed by the International Financial Reporting Interpretations Committee (“IFRIC”) or the former Standing Interpretations Committee (“SIC”) endorsed and issued into effect by the Financial Supervisory Commission 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 Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountants of Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.
- Revenue recognition
For the accounting policies relating to revenue recognition, please refer to Note 4(m).
KPMG, a Taiwan partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.
KPMG
Description of key audit matter:
Part of the Company’s sales are subject to various terms such as discount, return, warranty (according to the contract) or consignment transactions based on contractual agreements or commercial practices, which may result in an error in revenue recognition. Therefore, the test of revenue recognition is one of our key audit matters.
How the matter was addressed in our audit:
Our principal audit procedures included testing the effectiveness of design and implementation of the internal control for sales and collection cycle. Assessing whether recognition of revenue has been handled in accordance with the relevant regulations by acquiring and verifying the sales contracts and external purchase orders of major customers. Understanding the sales revenue of the major customers by comparing that of last year to assess whether there are any major abnormalities. Random sampling of sales during the period before and after the cut-off date, and checking the relevant documents to assess the accuracy of the timing of revenue recognition to understand whether there is any major sales return after the period.
- Inventory evaluation
For the accounting policies of inventories, please refer to Note 4(g); For the accounting estimates and assumptions uncertainty of inventory evaluation, please refer to Note 5; For the description of the inventory evaluation, please refer to Note 6(f).
Description of key audit matter:
The inventory of the Company is measured by the lower of cost and net realizable value. In recent years, the global market has become more volatile, which has led to an increase in the market demand for pneumatic nailing machines. The competition in the global market is fierce, prompting the design and manufacturing technology of pneumatic nailing machines to advance rapidly, resulting in certain products becoming outdated or failing to meet current market demand such as the needs of European and American brand manufacturers, as well as individual consumers. Sales of related products may fluctuate drastically, so there is a risk that the cost of the inventory may exceed its net realizable value. Therefore, the inventory evaluation is considered as one of our key audit matters.
How the matter was addressed in our audit:
The main audit procedures for the above key audit matter include assessing the reasonableness of the inventory evaluation accounting policy. Reviewing the inventory aging report, analyzing the change in aging inventory, and evaluating whether the inventory evaluation has been handled according to accounting policies. Understanding and assessing the reasonableness of the net realizable value basis adopted by the management, selecting samples, and checking the relevant documents to ensure the accuracy of the amounts; as well as assessing whether the management's disclosure of the relevant inventory evaluation is fair and sufficient.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the IFRSs, IASs, IFRIC, SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
11
KPMG
In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including the Audit Committee) are responsible for overseeing the Company’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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.
12
KPMG
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Chang, Tzu-Hsin and Chen, Cheng-Hsueh.
KPMG
Taipei, Taiwan (Republic of China)
March 9, 2026
Notes to Readers
The accompanying financial statements are intended only to present the statement of financial position, financial performance and its cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally accepted and applied in the Republic of China.
The auditors’ report and the accompanying financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language auditors’ report and financial statements, the Chinese version shall prevail.
13
Attachment 4. 2025 Financial Statement
(English Translation of Financial Statements and Report Originally Issued in Chinese)
BASSO INDUSTRY CORPORATION
Balance Sheets
December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
Assets
Current assets:
| 1100 | Cash and cash equivalents (note 6 (a)) | December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 1110 | Current financial assets at fair value through profit or loss (note 6 (b)) | $ 178,636 | 3 | 156,307 | 3 |
| 1150 | Notes receivables, net (note 6 (d)) | 846,130 | 16 | 978,314 | 18 |
| 1170 | Trade receivables, net (note 6 (d)) | 5,354 | - | 7,002 | - |
| 1170 | Other receivables, net (note 6 (d)) | 523,455 | 10 | 654,188 | 12 |
| 1200 | Current income tax assets | 16,652 | - | 19,965 | - |
| 130X | Inventories (note 6 (f)) | 17,548 | - | - | - |
| 1476 | Other current financial assets (note 6 (j)) | 715,144 | 13 | 702,590 | 13 |
| 1479 | Other current assets (note 6 (j)) | 1,357,934 | 26 | 1,247,468 | 22 |
| 34,741 | 1 | 44,778 | 1 | ||
| 3,695,594 | 69 | 3,810,612 | 69 |
Non-current assets:
| 1510 | Non-current financial assets at fair value through profit or loss (note 6 (b)) | December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 1517 | Non-current financial assets at fair value through other comprehensive income (note 6 (c)) | 154,786 | 3 | 69,524 | 1 |
| 1600 | Property, plant and equipment (note 6 (g)) | 920,774 | 17 | 897,436 | 16 |
| 1755 | Right-of-use assets (note 6 (h)) | 38,049 | 1 | - | - |
| 1780 | Intangible assets (note 6 (i)) | 7,731 | - | 7,275 | - |
| 1840 | Deferred tax assets (note 6 (n)) | 49,861 | 1 | 61,682 | 1 |
| 1900 | Other non-current assets (note 6 (j)) | 37,796 | 1 | 43,672 | 1 |
| 1975 | Defined benefit asset, net (note 6 (m)) | 5,488 | - | 7,787 | - |
| 1,659,924 | 31 | 1,748,140 | 31 | ||
| $ 5,355,518 | 100 | 5,558,752 | 100 |
Liabilities and Equity
Current liabilities:
| 2150 | Notes payable | December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 2170 | Accounts payable | $ 6,910 | - | 8,188 | - |
| 2200 | Other payables (note 6 (m)) | 165,403 | 3 | 246,690 | 5 |
| 2210 | Current contract liabilities (note 6 (q)) | 244,951 | 5 | 279,713 | 5 |
| 2230 | Current income tax liabilities | 62,026 | 1 | 62,066 | 1 |
| 2280 | Current portion of lease liabilities (note 6 (l)) | - | - | 41,638 | 1 |
| 2399 | Other current liabilities, others | 3,707 | - | - | - |
| 4,928 | - | 6,294 | - | ||
| 487,925 | 9 | 644,589 | 12 |
Non-current liabilities:
| 2283 | Non-current portion of lease liabilities (note 6 (l)) | December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 2527 | Non-current contract liabilities (note 6 (q)) | 34,647 | 1 | - | - |
| 2570 | Deferred tax liabilities (note 6 (n)) | 5,423 | - | 15,140 | - |
| 2645 | Security deposits (note 6 (t)) | 4,345 | - | 2,191 | - |
| 1,970 | - | - | - | ||
| 46,385 | 1 | 17,331 | - | ||
| 534,310 | 10 | 661,920 | 12 |
Total liabilities
Equity attributable to owners: (note 6 (e))
| 3100 | Ordinary share | December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 3200 | Capital surplus | 1,385,706 | 26 | 1,385,706 | 25 |
| 3300 | Retained earnings | 26,932 | 1 | 26,862 | - |
| 3400 | Other Equity | 3,400,631 | 63 | 3,493,733 | 63 |
| 7,939 | - | (9,469) | - | ||
| 4,821,208 | 90 | 4,896,832 | 88 | ||
| $ 5,355,518 | 100 | 5,558,752 | 100 |
Total liabilities and equity
See accompanying notes to financial statements.
(English Translation of Financial Statements and Report Originally Issued in Chinese)
BASSO INDUSTRY CORPORATION
Statements of Comprehensive Income
For the years ended December 31, 2025 and 2024
(expressed in Thousands of New Taiwan Dollars , except for earnings per share)
| 2025 | 2024 | ||||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4000 | Operating Revenues: | ||||
| Net sales revenues (note 6 (q)) | $ 2,896,539 | 100 | 3,130,242 | 100 | |
| 5000 | Operating costs (note 6 (f), (m) and (r)) | 2,290,306 | 79 | 2,292,366 | 73 |
| Gross profit from operations | 606,233 | 21 | 837,876 | 27 | |
| Operating expenses (note 6 (m) and (r)) | |||||
| 6100 | Selling expenses | 125,038 | 4 | 124,482 | 4 |
| 6200 | Administrative expenses | 89,950 | 3 | 100,969 | 3 |
| 6300 | Research and development expenses | 218,128 | 8 | 213,473 | 7 |
| 6450 | Reversal of expected credit impairment loss (note 6(d)) | (1,920) | - | 726 | - |
| 431,196 | 15 | 439,650 | 14 | ||
| Net operating income | 175,037 | 6 | 398,226 | 13 | |
| Non-operating income and expenses (note 6 (l), (s)) | |||||
| 7100 | Interest income | 60,170 | 2 | 78,417 | 2 |
| 7020 | Other gains and losses | 25,474 | 1 | 78,982 | 3 |
| 7050 | Finance costs | (402) | - | - | - |
| 85,242 | 3 | 157,399 | 5 | ||
| 7900 | Profit from continuing operations before tax | 260,279 | 9 | 555,625 | 18 |
| 7950 | Less: Income tax expenses (note 6 (n)) | 49,219 | 2 | 110,686 | 4 |
| Profit | 211,060 | 7 | 444,939 | 14 | |
| 8300 | Other comprehensive income : | ||||
| 8310 | Items that may not be reclassified subsequently to profit or loss: | ||||
| 8311 | Gains (Losses) on remeasurements of defined benefit plans | (2,006) | - | 16,263 | 1 |
| 8316 | Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income (note 6 (o)) | 20,107 | 1 | (11,711) | - |
| Components of other comprehensive income that will not be reclassified to profit or loss | 18,101 | 1 | 4,552 | 1 | |
| 8300 | Other comprehensive income (after tax) | 18,101 | 1 | 4,552 | 1 |
| Comprehensive income | $ 229,161 | 8 | 449,491 | 15 | |
| Earnings per share (NT dollars) (note 6 (p)) | |||||
| 9710 | Basic earnings per share | $ | 1.52 | 3.21 | |
| 9810 | Diluted earnings per share | $ | 1.52 | 3.20 |
See accompanying notes to financial statements.
(English Translation of Financial Statements and Report Originally Issued in Chinese)
BASSO INDUSTRY CORPORATION
Statements of Changes in Equity
For the years ended December 31, 2025 and 2024
(expressed in Thousands of New Taiwan Dollars)
| Ordinary shares | Capital surplus | Retained earnings | Total other equity interest | |||||
|---|---|---|---|---|---|---|---|---|
| Legal reserve | Special reserve | Unappropriated retained earnings | Total retained earnings | Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income | Total equity | |||
| Balance at January 1, 2024 | $ 1,385,706 | 26,832 | 1,020,131 | - | 2,291,650 | 3,311,781 | 133 | 4,724,452 |
| Profit for the year ended December 31, 2024 | - | - | - | - | 444,939 | 444,939 | - | 444,939 |
| Other comprehensive income for the year ended December 31, 2024 | - | - | - | - | 16,263 | 16,263 | (11,711) | 4,552 |
| Comprehensive income for the year ended December 31, 2024 | - | - | - | - | 461,202 | 461,202 | (11,711) | 449,491 |
| Appropriation and distribution of retained earnings: | ||||||||
| Legal reserve | - | - | 36,284 | - | (36,284) | - | - | - |
| Cash dividends of ordinary shares | - | - | - | - | (277,141) | (277,141) | - | (277,141) |
| - | - | 36,284 | - | (313,425) | (277,141) | - | (277,141) | |
| Other changes in capital surplus | - | 30 | - | - | - | - | - | 30 |
| Disposal of investments in equity instruments designated at fair value through other comprehensive income | - | - | - | - | (2,109) | (2,109) | 2,109 | - |
| Balance at December 31, 2024 | $ 1,385,706 | 26,862 | 1,056,415 | - | 2,437,318 | 3,493,733 | (9,469) | 4,896,832 |
| Balance at January 1, 2025 | $ 1,385,706 | 26,862 | 1,056,415 | - | 2,437,318 | 3,493,733 | (9,469) | 4,896,832 |
| Profit for the year ended December 31, 2025 | - | - | - | - | 211,060 | 211,060 | - | 211,060 |
| Other comprehensive income for the year ended December 31, 2025 | - | - | - | - | (2,006) | (2,006) | 20,107 | 18,101 |
| Comprehensive income for the year ended December 31,2025 | - | - | - | - | 209,054 | 209,054 | 20,107 | 229,161 |
| Appropriation and distribution of retained earnings: | ||||||||
| Legal reserve | - | - | 45,909 | - | (45,909) | - | - | - |
| Special reserve | - | - | - | 9,469 | (9,469) | - | - | - |
| Cash dividends of ordinary shares | - | - | - | - | (304,855) | (304,855) | - | (304,855) |
| - | - | 45,909 | 9,469 | (360,233) | (304,855) | - | (304,855) | |
| Other changes in capital surplus | - | 70 | - | - | - | - | - | 70 |
| Disposal of investments in equity instruments designated at fair value through other comprehensive income | - | - | - | - | 2,699 | 2,699 | (2,699) | - |
| Balance at December 31, 2025 | $ 1,385,706 | 26,932 | 1,102,324 | 9,469 | 2,288,838 | 3,400,631 | 7,939 | 4,821,208 |
See accompanying notes to financial statements.
(English Translation of Financial Statements and Report Originally Issued in Chinese) BASSO INDUSTRY CORPORATION
Statements of Cash Flows
For the years ended December 31, 2025 and 2024
(expressed in Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| Cash flows from (used in) operating activities: | ||
| Profit before tax | $ 260,279 | 555,625 |
| Adjustments: | ||
| Adjustments to reconcile profit: | ||
| Depreciation expense | 134,198 | 122,167 |
| Amortization expense | 4,040 | 4,731 |
| Reversal of expected credit impairment (gains) losses | (1,920) | 726 |
| Net loss on financial assets at fair value through profit or loss | (20,460) | (11,095) |
| Interest expense | 402 | - |
| Interest income | (60,170) | (78,417) |
| Gain on disposal of property, plant and equipment | (917) | (868) |
| Total adjustments to reconcile profit | 55,173 | 37,244 |
| Changes in operating assets and liabilities: | ||
| Decrease in notes receivable | 1,648 | 4,181 |
| Decrease (increase) in accounts receivable | 132,653 | (142,836) |
| Increase in other receivables | (1,515) | (128) |
| Increase in inventories | (19,623) | (175,920) |
| Decrease (increase) in other current assets | 10,037 | (10,734) |
| Decrease (increase) in defined benefit assets | 293 | (7,787) |
| Changes in operating assets | 123,493 | (333,224) |
| (Decrease) increase in contract liability | (9,757) | 12,240 |
| Decrease in notes payable | (1,278) | (2,399) |
| (Decrease) increase in accounts payable | (81,287) | 53,070 |
| (Decrease) increase in other payable | (37,707) | 39,493 |
| Decrease in provisions | - | (366) |
| Decrease in other current liabilities | (1,366) | (6,372) |
| (Decrease) increase in net defined benefit liability (asset) | - | 4,858 |
| Changes in operating liabilities | (131,395) | 100,524 |
| Total changes in operating assets and liabilities | (7,902) | (232,700) |
| Total adjustments | 47,271 | (195,456) |
| Cash inflow generated from operations | 307,550 | 360,169 |
| Interest received | 64,998 | 80,526 |
| Interest paid | (402) | - |
| Income taxes paid | (94,430) | (90,937) |
| Net cash flows from operating activities | 277,716 | 349,758 |
| Cash flows from (used in) investing activities: | ||
| Disposal of financial assets at fair value through profit or loss | 2,051,167 | 2,048,264 |
| Acquisition of financial assets at fair value through profit or loss | (1,683,198) | (2,881,643) |
| Acquisition of financial assets at fair value through comprehensive income | (108,994) | (116,214) |
| Disposal of financial assets at fair value through other comprehensive income | 43,839 | 39,995 |
| Acquisition of property, plant and equipment | (107,227) | (98,604) |
| Proceeds from disposal of property, plant and equipment | 1,120 | 1,446 |
| Acquisition of intangible assets | (4,496) | (798) |
| (Increase) decrease in other financial assets | (110,466) | 749,585 |
| (Increase) decrease in other non-current assets | (6,959) | 4 |
| Increase in prepaid equipment | (25,460) | (41,490) |
| Net cash flows (used in) from investing activities | 49,326 | (299,455) |
| Cash flows from (used in) financing activities: | ||
| Payment of lease liabilities | (1,898) | - |
| Increase in security deposits | 1,970 | - |
| Cash dividends paid | (304,855) | (277,141) |
| Unclaimed overdue dividends transferred to capital surplus | 70 | 30 |
| Net cash used in financing activities | (304,713) | (277,111) |
| Net (decrease) increase in cash and cash equivalents | 22,329 | (226,808) |
| Cash and cash equivalents at beginning of period | 156,307 | 383,115 |
| Cash and cash equivalents at end of period | $ 178,636 | 156,307 |
See accompanying notes to financial statements.
Attachment 5. Statement of Earnings Distribution
BASSO INDUSTRY CORP.
Statement of Earnings Distribution
Year 2025
| Contents | Amount |
|---|---|
| Beginning Balance as of December 31, 2024 | 2,077,083,471 |
| Less: Adjustment to Defined Benefit Plans | (2,005,787) |
| Add: Gain or loss on disposal of equity instruments at FVOCI | 2,699,770 |
| Add: Net profit after tax for the period from January to December 2025 | 211,059,882 |
| Less: 10% legal surplus reserve | (21,175,387) |
| Add: Reversal of special reserve | 9,469,601 |
| Retained earnings available for distribution for this period | 2,277,131,550 |
| Distributable Contents for the Current Period | |
| 1. Shareholder Dividend (NT$1.5 per share) | 207,855,960 |
| Cash dividend of NT$1.5 per share | |
| Undistributed earnings at the end of the period | 2,069,275,590 |
Chairman: [Signature]
General Manager: [Signature]
Report Preparer: [Signature]
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Attachment 6. Comparison Table of Amendments to the Procedures for Endorsements and Guarantees
BASSO INDUSTRY CORP.
Comparison Table of Amendments to the Procedures for Endorsements and Guarantees
| Amended Provisions | Current Provisions | Description |
|---|---|---|
| Article 5. Decision-making and Authorization Level | ||
| Paragraph 1 | ||
| I. When handling endorsements/guarantees, the Company shall carefully evaluate whether the matter complies with these Procedures and shall submit the matter, together with the investigation report under Article 6, Paragraph 1, to the Board of Directors for resolution before implementation; provided, however, that endorsements/guarantees between companies in which the Company directly and indirectly holds 100% of the voting shares shall not be subject to the foregoing restriction. When the Company makes endorsements/guarantees for others, it shall fully consider the opinions of all independent directors and record their explicit concurring or dissenting opinions and the reasons for dissent in the minutes of the Board meeting. The Board of Directors may authorize the Chairman to approve matters in advance within a limit of NT$20 million per transaction in accordance with the relevant provisions of these Procedures, subject to subsequent ratification by the Board of Directors. The status of such matters shall be reported to the Shareholders’ Meeting for recordation. | Article 5. Decision-making and Authorization Level | |
| Paragraph 1 | ||
| I. When handling endorsements/guarantees, the Company shall obtain approval by resolution of the Board of Directors before implementation. Provided, however, that endorsements/guarantees between companies in which the Company directly and indirectly holds 100% of the voting shares shall not be subject to the foregoing restriction. If the endorsement/guarantee recipient is a subsidiary whose net worth is less than one-half of its paid-in capital, it shall improve within one year; if its net worth remains less than one-half of paid-in capital at that time, the endorsement/guarantee shall be terminated. Where independent directors have been established, the Company shall fully consider the opinions of all independent directors and record their explicit concurring or dissenting opinions and the reasons for dissent in the minutes of the Board meeting. The Board of Directors may authorize the Chairman to approve matters in advance within a limit of NT$20 million per transaction in accordance with the relevant provisions of these Procedures, subject to subsequent ratification by the Board of Directors. The status of such matters shall be reported to the Shareholders’ Meeting for recordation. | Amended in accordance with Article 17 of the Regulations. | |
| Article 6. Endorsement/Guarantee Handling Procedures | ||
| Paragraph 5 | ||
| Where, due to changes in circumstances, an entity for which the Company has made an endorsement/guarantee originally complied with these Procedures but subsequently fails to comply, or where the amount of endorsements/guarantees exceeds the prescribed limit due to changes in the basis for calculating the limit, the amount of the endorsement/guarantee to such entity or the excess portion shall be fully eliminated upon expiration of the contractual term or within a specified period pursuant to an improvement plan. The relevant improvement plan shall be submitted to the Audit Committee and reported to the Board of Directors. | Article 6. Endorsement/Guarantee Handling Procedures | |
| Paragraph 5 | ||
| Where, due to changes in circumstances, an entity for which the Company has made an endorsement/guarantee originally complied with these Procedures but subsequently fails to comply, or where the amount of endorsements/guarantees exceeds the prescribed limit due to changes in the basis for calculating the limit, the amount of the endorsement/guarantee to such entity or the excess portion shall be fully eliminated upon expiration of the contractual term or within a specified period pursuant to an improvement plan. The relevant improvement plan shall be submitted to each supervisor and reported to the Board of Directors. | Pursuant to the Articles of Incorporation or applicable laws and regulations, the Audit Committee exercises the powers and duties of supervisors; therefore, references to “supervisors” are deleted. | |
| Article 8. Internal Control | ||
| Paragraph 1 | ||
| The Company’s internal auditors shall audit the Procedures for Endorsements/Guarantees and the implementation thereof at least quarterly and prepare written records. If any material violation is discovered, the Audit | Article 8. Internal Control | |
| Paragraph 1 | ||
| The Company’s internal auditors shall audit the Procedures for Endorsements/Guarantees and the implementation thereof at least quarterly and prepare written records. If any material violation is discovered, each | Pursuant to the Articles of Incorporation or applicable laws and regulations, the Audit Committee exercises the powers and duties |
| Committee shall be notified immediately in writing. | supervisor shall be notified immediately in writing. | of supervisors; therefore, references to “supervisors” are deleted. |
|---|---|---|
| Article 13. | ||
| These Procedures shall be implemented after approval by more than one-half of all Audit Committee members, approval by the Board of Directors, and approval by the Shareholders’ Meeting. The same shall apply to amendments. | ||
| If approval of more than one-half of all Audit Committee members is not obtained as described in the preceding paragraph, the Procedures may be implemented with the consent of more than two-thirds of all Directors, and the resolution of the Audit Committee shall be recorded in the minutes of the Board meeting. | ||
| “All Audit Committee members” in Paragraph 1 and “all Directors” in the preceding paragraph shall mean the actual number of persons currently holding those positions. | Article 13. | |
| These Procedures shall be submitted to each supervisor after approval by the Board of Directors and submitted to the Shareholders’ Meeting for approval. If any Director expresses dissent and such dissent is recorded or submitted in writing, the Company shall submit such dissent together to each supervisor and the Shareholders’ Meeting for discussion. The same shall apply to amendments. | Pursuant to the Articles of Incorporation or applicable laws and regulations, independent directors exercise the powers and duties of supervisors; therefore, references to “supervisors” are deleted. |
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Attachment 7. Comparison Table of Amendments to the Procedures for Lending Funds to Other Parties
BASSO INDUSTRY CORP.
Comparison Table of Amendments to the Procedures for Lending Funds to Other Parties
| Amended Provisions | Current Provisions | Description |
|---|---|---|
| Article 2. Reasons and Necessity for Lending Funds to Other Parties: | ||
| Where the Company lends funds to another company or business firm due to business dealings, Article 3 shall apply. Where funds are lent due to the necessity of short-term financing, such lending shall be limited to the following circumstances: | ||
| I. A company in which the Company holds 50% or more of the shares requires short-term financing for business needs. | ||
| II. Another company or firm requires short-term financing for purchases of materials or operational turnover. | ||
| III. Other fund lending approved by the Company’s Board of Directors. | Article 2. Reasons and Necessity for Lending Funds to Other Parties: | |
| I. A company in which the Company holds 50% or more of the shares requires short-term financing for business needs. | ||
| II. Another company or firm requires short-term financing for purchases of materials or operational turnover. | ||
| III. Other fund lending approved by the Company’s Board of Directors. | The Regulations enumerate and limit eligible fund-lending recipients. Current Subparagraph 3, “Other fund lending approved by the Board of Directors,” is overly broad and conflicts with the Regulations and should be deleted. | |
| Article 3. Total Amount and Limits for Individual Borrowers: | ||
| I. For a company or firm with business dealings with the Company, the individual lending amount shall be limited to the amount of business transactions between the parties and shall not exceed 40% of such company’s net worth. The amount of business transactions refers to the higher of the purchase amount or sales amount between the parties. | ||
| II. For companies or firms requiring short-term financing, total lending shall not exceed 40% of the Company’s net worth. For lending between foreign companies in which the Company directly and indirectly holds 100% of the voting shares, the lending amount shall not exceed 40% of the Company’s net worth. | ||
| III. Fund lending between foreign companies in which the Company directly and indirectly holds 100% of the voting shares. | Article 3. Total Amount and Limits for Individual Borrowers: | |
| I. For a company or firm with business dealings with the Company, the individual lending amount shall be limited to the amount of business transactions between the parties and shall not exceed 40% of such company’s net worth. The amount of business transactions refers to the higher of the purchase amount or sales amount between the parties. | ||
| II. For companies or firms requiring short-term financing and companies or firms to which lending is approved by the Company’s Board of Directors, total lending shall not exceed 40% of the Company’s net worth. For lending between foreign companies in which the Company directly and indirectly holds 100% of the voting shares, the lending amount shall not exceed 40% of the Company’s net worth. | Delete the phrase “companies or firms to which lending is approved by the Company’s Board of Directors” to align with the amendment to Article 2. In accordance with Article 3 of the Regulations, include fund lending between foreign companies in which the Company directly and indirectly holds 100% of the voting shares. | |
| Article 7. Internal Control: | ||
| Paragraph 2 | ||
| The Company’s internal auditors shall audit the Procedures for Lending Funds to Other Parties and the implementation thereof at least quarterly and prepare written records. If any material violation is discovered, the Audit Committee shall be notified immediately in writing. If any material violation is discovered, managers and responsible personnel shall be disciplined according to the circumstances of the violation. | ||
| Paragraph 3 | ||
| Where changes in circumstances cause the outstanding loan balance to exceed the limit, the Company shall prepare an improvement plan and submit the relevant improvement plan to the Audit Committee to strengthen internal controls. | Article 7. Internal Control: | |
| Paragraph 2 | ||
| The Company’s internal auditors shall audit the Procedures for Lending Funds to Other Parties and the implementation thereof at least quarterly and prepare written records. If any material violation is discovered, each supervisor shall be notified immediately in writing. If any material violation is discovered, managers and responsible personnel shall be disciplined according to the circumstances of the violation. | ||
| Paragraph 3 | ||
| Where changes in circumstances cause the outstanding loan balance to exceed the limit, the Company shall prepare an improvement plan and submit the relevant improvement plan to each supervisor to strengthen internal controls. | Pursuant to the Articles of Incorporation or applicable laws and regulations, the Audit Committee exercises the powers and duties of supervisors; therefore, references to “supervisors” are deleted. |
| Article 8. Public Announcement and Reporting: I. The Company shall enter the balance of funds lent in the preceding month into the information reporting website designated by the competent authority by the 10th day of each month. II. Where the balance of funds lent by the Company reaches any of the following criteria, the Company shall enter the relevant information into the information reporting website designated by the competent authority within two days from the date of occurrence: 1. The balance of funds lent by the Company and its subsidiaries to others reaches 20% or more of the Company’s net worth as stated in its most recent financial statements. 2. The balance of funds lent by the Company and its subsidiaries to a single enterprise reaches 10% or more of the Company’s net worth as stated in its most recent financial statements. III. If a subsidiary of the Company is not a domestic public company, and such subsidiary has matters to be announced and reported under Subparagraph 3 of the preceding paragraph, the Company shall make the announcement and reporting on behalf of such subsidiary. IV. The Company shall evaluate the status of fund lending and make adequate allowance for bad debts, appropriately disclose relevant information in its financial reports, and provide relevant information to the certifying certified public accountants for necessary audit procedures. | Article 8. Public Announcement and Reporting: I. The Company shall enter the balance of funds lent in the preceding month into the information reporting website designated by the competent authority by the 10th day of each month. II. Where the balance of funds lent by the Company reaches any of the following criteria, the Company shall enter the relevant information into the information reporting website designated by the competent authority within two days from the date of occurrence: 1. The balance of funds lent by the Company and its subsidiaries to others reaches 20% or more of the Company’s net worth as stated in its most recent financial statements. 2. The balance of funds lent by the Company and its subsidiaries to a single enterprise reaches 10% or more of the Company’s net worth as stated in its most recent financial statements. 3. The amount of any new fund lending by the Company or its subsidiaries reaches NT$10 million or more and reaches 2% or more of the Company’s net worth as stated in its most recent financial statements. If a subsidiary of the Company is not a domestic public company, and such subsidiary has matters to be announced and reported under Subparagraph 3 of the preceding paragraph, the Company shall make the announcement and reporting on behalf of such subsidiary. | In accordance with Article 23 of the Regulations, incorporate the evaluation of fund lending, provision of adequate allowance for bad debts, and necessary audit procedures by certified public accountants. |
|---|---|---|
| IV. Effectiveness and Amendments These Procedures shall be implemented after approval by more than one-half of all Audit Committee members, approval by the Board of Directors, and approval by the Shareholders’ Meeting. The same shall apply to amendments. If approval of more than one-half of all Audit Committee members is not obtained as described in the preceding paragraph, the Procedures may be implemented with the consent of more than two-thirds of all Directors, and the resolution of the Audit Committee shall be recorded in the minutes of the Board meeting. “All Audit Committee members” in Paragraph 1 and “all Directors” in the preceding paragraph shall mean the actual number of persons currently holding those positions. | IV. Effectiveness and Amendments After the Company’s Procedures for Lending Funds to Other Parties have been approved by the Board of Directors, they shall be submitted to each supervisor and submitted to the Shareholders’ Meeting for approval. If any Director expresses dissent and such dissent is recorded or submitted in writing, the Company shall submit such dissent together to each supervisor and the Shareholders’ Meeting for discussion. The same shall apply to amendments. | Pursuant to the Articles of Incorporation or applicable laws and regulations, the Audit Committee exercises the powers and duties of supervisors; therefore, references to “supervisors” are deleted. |
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Appendix 1. Rules of Procedure for Shareholders' Meetings
BASSO INDUSTRY CORP.
Rules of Procedure for Shareholders' Meetings
Article 1: Unless otherwise stipulated by applicable laws and regulations, the Shareholders' Meeting of the Company shall be conducted in accordance with these Rules. These Rules are formulated pursuant to Letter No. 04109 dated August 4, 1997, issued by the Securities and Futures Commission of the Ministry of Finance.
Article 2: Shareholders' Meetings convened by the Board of Directors shall be presided over by the Chairman of the Board. If the Chairman is on leave or otherwise unable to perform his or her duties, the Chairman shall designate a Director to act as the chair. If no such designation is made, the Directors shall elect one among themselves to serve as the chair. For Shareholders' Meetings convened by a person with convening authority other than the Board of Directors, such person shall act as the chair. If there is more than one person with convening authority, they shall elect one among themselves to serve as the chair.
Article 3: Shareholders or their proxies attending the Shareholders' Meeting shall sign the attendance register or submit a sign-in card as an alternative to signing the attendance register.
Article 4: The Company may designate its appointed attorneys, accountants, or other relevant personnel to attend the Shareholders' Meeting. Personnel responsible for administering the affairs of the Shareholders' Meeting shall wear identification badges or armbands.
Article 5: When the scheduled meeting time arrives, the Chairman shall declare the meeting open. However, if shareholders representing more than half of the total issued shares are not present, the Chairman may announce a postponement of the meeting, provided that the number of postponements does not exceed two and the total postponement period does not exceed one hour. If, after two postponements, a quorum is still not present but shareholders representing more than one-third of the total issued shares are in attendance, the meeting may proceed in accordance with Article 175 of the Company Act, and a provisional resolution may be adopted with the approval of more than half of the voting rights of the shareholders present. Prior to the conclusion of the meeting, if the shares represented by the shareholders in attendance reach more than half of the total issued shares, the Chairman may resubmit any provisional resolutions previously adopted to the meeting for a new vote in accordance with Article 174 of the Company Act.
Article 6: When a Shareholders' Meeting is convened by the Board of Directors, the agenda shall be determined by the Board of Directors. The meeting shall proceed in accordance with the established agenda, and no changes may be made except by resolution of the Shareholders' Meeting. If the Shareholders' Meeting is convened by a person other than the Board of Directors who is authorized to convene such meetings, the provisions of the preceding paragraph shall apply mutatis mutandis. Prior to the conclusion of the agenda as set forth in the preceding two paragraphs, including extempore motions, the Chairman shall not declare the meeting adjourned without a resolution. Should the Chairman violate the rules of procedure and declare the meeting adjourned, a new Chairman may be elected by a majority of the voting rights of the Shareholders present to continue the meeting.
Article 7: After the meeting has been adjourned, shareholders shall not elect another chairman to reconvene the meeting at the original venue or at any other location.
Article 8: The Chairperson may, at their discretion, declare a recess at any time during the meeting.
Article 9: Prior to making any statement at the meeting, attending shareholders must submit a written request to speak. The order of speakers shall be determined by the Chairman. If a shareholder submits a request to speak but does not actually address the meeting, it shall be deemed that the shareholder has not spoken. In the event that the content of the speech differs from that stated in the written request, the actual speech shall prevail. While a shareholder is speaking, no other shareholder may interrupt unless consent has been granted by both the Chairman and the speaking shareholder; any violation shall be halted by the Chairman.
Article 10: Each Shareholder may address the same proposal no more than twice, with each address not exceeding five minutes; however, the Chairman may extend the allotted time at their discretion. If a Shareholder’s remarks violate the foregoing provisions or exceed the scope of the agenda, the Chairman may prohibit that Shareholder from speaking.
Article 11: When a legal entity is entrusted to attend the Shareholders’ Meeting, only one representative may be appointed. If a corporate shareholder appoints more than one representative to attend the Shareholders’ Meeting, only one representative may be authorized to speak on any given agenda item.
Article 12: After a shareholder has spoken, the Chairman may respond personally or designate relevant personnel to provide a reply. When the Chairman determines that discussion of a proposal has reached an appropriate stage for voting, the Chairman may announce the conclusion of the discussion and submit the proposal for a vote.
Article 13: The scrutineer and vote counter for resolution voting shall be appointed by the Chairman; however, the scrutineer must be a shareholder. The results of the voting shall be announced immediately and duly recorded.
Article 14: The Chairman may direct the Inspector or security personnel to assist in maintaining order at the venue.
Article 15: Unless otherwise stipulated by the Company Act or the Articles of Incorporation, resolutions on proposals shall be adopted by a majority of the voting rights represented by the shareholders present. If the Chairman inquires and no objection is raised during the voting process, the proposal shall be deemed approved and shall have the same effect as if it had been passed by a formal vote. In the event that amendments or substitute proposals are submitted for the same motion, the Chairman shall determine the order in which the original and alternative proposals are to be voted upon. If any one of the proposals is approved, all other proposals shall be deemed rejected and no further voting shall be required.
Article 16: The entire proceedings of the Shareholders’ Meeting shall be audio or video recorded, and such recordings shall be retained for a minimum of one year.
Article 17: Any matters not provided for in these Rules shall be governed by the Company Act and other relevant laws and regulations. These Rules shall take effect upon approval by the Shareholders’ Meeting, and any amendments shall be subject to the same procedure.
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Appendix 2. Articles of Incorporation
BASSO INDUSTRY CORP.
Articles of Incorporation
Chapter 1 General Provisions
Article 1. The Company is organized in accordance with the provisions of the Company Act and shall be named BASSO INDUSTRY CORP.
Article 2. The business activities of the Company are as follows.
I. Engaged in the manufacturing, machining, assembly, and trading of electric nailers, pneumatic nailers, and various pneumatic, electric, and cordless machinery.
II. Manufacturing, machining, assembly, and trading of pneumatic tools, electric tools, hand tools, and machinery.
III. Operations in construction materials processing, assembly, and trading.
IV. Manufacturing, machining, assembly, and trading of parts and components, product parts, and hardware parts related to the aforementioned products.
V. Import and export trade of the aforementioned products, parts and components, and hardware parts.
VI. Acting as an agent for domestic and foreign manufacturers in product quotation, bidding, and sales activities (excluding futures contracts).
VII. CA02020 Aluminum and Copper Products Manufacturing Industry
VIII. CQ01010 Mold Manufacturing Industry
IX. CB01010 Machinery and Equipment Manufacturing Industry
X. CB01020 Office Machine Manufacturing Industry
XI. CC01030 Electrical Appliance Manufacturing Industry
XII. CC01050 Data Storage Media Devices Manufacturing Industry
XIII. CD01030 Automobile and Parts Manufacturing Industry
XIV. CD01040 Motorcycle and Parts Manufacturing
XV. CD01050 Manufacture of Bicycles and Parts
XVI. CE01010 General Instrument Manufacturing
XVII. CE01030 Photographic and Optical Equipment Manufacturing Industry
XVIII. CP01010 Hand Tool Manufacturing Industry
XIX. CH01010 Sporting and Athletic Goods Manufacturing Industry
XX. CH01040 Toy Manufacturing Industry
XXI. C805030 Plastic Grocery Manufacturing Industry
XXII. C805050 Industrial Plastic Products Manufacturing
XXIII. CA01100 Aluminum Rolling, Drawing, and Extruding Industry
XXVI. CA01990 Other Non-ferrous Metal Basic Industries (production of magnesium and magnesium alloys by means of rolling, drawing, forging, extruding, and other similar processes).
XXV. CA03010 Metal Heat Treating Industry
XXVI. CA04010 Metal Surface Treatment Industry
XXVII. Except for businesses that require a license, ZZ99999 may engage in any business activities not prohibited or restricted by law.
Article 3. The Company shall have its head office in Taichung City. When necessary, and upon resolution of the Board of Directors, branch offices may be established within or outside the territory of the Republic of China.
Article 4. Public announcements of the Company shall be made in accordance with the Company Act or the regulations promulgated by the competent authorities.
Chapter 2 Shares
Article 5. The capital of the Company is NT$1,862,196,000, divided into 186,219,600 shares with a par value of NT$10 each. The Board of Directors is authorized to issue the shares in installments.
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Article 6. Shares issued by the Company may be exempt from the issuance of physical share certificates and shall be registered with a centralized securities depository institution. The foregoing shall also apply to other securities.
Article 7. The transfer, registration, loss, destruction, division, merger, or establishment of pledge rights with respect to the Company’s shares shall be handled in accordance with the Company Act and applicable laws and regulations.
Article 8. The transfer of shares shall be suspended for a period of sixty days prior to each annual shareholders’ meeting, thirty days prior to each extraordinary shareholders’ meeting, or five days prior to the record date designated by the Company for the distribution of dividends or other benefits.
Article 9. Shareholders’ meetings shall be classified as either regular meetings or extraordinary meetings. Regular meetings shall be convened by the Board of Directors within six months following the conclusion of each fiscal year. Extraordinary meetings may be convened as necessary in accordance with applicable laws.
A Shareholders’ Meeting may be convened by means of video conferencing or by other methods as announced by the central competent authority.
Article 10. Notice of a regular Shareholders’ meeting shall be given to all Shareholders in accordance with the law at least thirty days prior to the meeting. Notice of an extraordinary Shareholders’ meeting shall be given at least fifteen days prior to the meeting.
Article 11. If a Shareholder is unable to attend the Shareholders’ Meeting, the Shareholder may issue a proxy form to authorize a proxy to attend on their behalf. The procedures for the use of the proxy form shall be governed by relevant laws and regulations, as well as the requirements prescribed by the competent authorities.
Article 12. The Shareholders’ Meeting shall be convened by the Board of Directors, with the Chairman of the Board serving as the chairperson. In the event that the Chairman is on leave or otherwise unable to perform his or her duties, the Chairman shall designate a Director to act as the chairperson; if no such designation is made, the Directors shall elect one among themselves to serve as the chairperson. If the meeting is convened by a party other than the Board of Directors, the convener shall serve as the chairperson. Where there is more than one convener, one among them shall be elected to serve as the chairperson.
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Article 13. Each shareholder shall be entitled to one vote for each share held, except for shares without voting rights as stipulated by the Company Act.
Article 14. Unless otherwise stipulated by the Company Act, resolutions at a Shareholders’ Meeting shall require the presence of shareholders representing more than half of the total issued shares and shall be adopted by a majority of the voting rights of the shareholders present.
If, during the voting process, the Chairman consults the shareholders present and no objections are raised, the resolution shall be considered adopted and shall have the same effect as if it had been approved by ballot.
Article 15. Resolutions adopted at the Shareholders’ Meeting shall be recorded in the minutes, which shall be signed or sealed by the Chairman and distributed to each Shareholder within 20 days after the meeting. The preparation and distribution of the minutes may be conducted electronically. After the Company becomes a public company, the minutes may be distributed by public announcement.
Chapter 3 Directors and Supervisors
Article 16. The Company shall have seven to thirteen Directors, of whom the number of Independent Directors shall be no less than three and shall constitute at least one-fifth of the total number of Directors. Directors shall be elected through a candidate nomination system. The Shareholders’ Meeting shall elect Directors from among individuals with legal capacity. Each Director shall serve a term of three years and may be re-elected consecutively. The aggregate shareholding percentage of all Directors shall not be less than the percentage prescribed in the “Regulations Governing Shareholding and Verification of Directors and Supervisors of Public Companies.”
Article 16-1. Pursuant to Article 14-4 of the Securities and Exchange Act, the Company shall establish an Audit Committee composed solely of all Independent Directors. The Audit Committee, or its members, shall exercise the powers and perform the duties of Supervisors as stipulated by the Company Act, the Securities and Exchange Act, and other relevant laws and regulations.
Article 17. The Board of Directors shall be composed of the Directors. The Chairman of the Board shall be elected from among the Directors by the affirmative vote of more than half of the Directors present at a meeting attended by at least two-thirds of all Directors. The Chairman of the Board shall execute all affairs of the Company in accordance with applicable laws, the Articles of Incorporation, and the resolutions of the Shareholders’ Meeting and the Board of Directors.
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Article 18. Meetings of the Board of Directors shall be convened by the Chairman of the Board. Unless otherwise provided by the Company Act, resolutions of the Board of Directors require the attendance of more than half of the Directors and the approval of more than half of the Directors present. If a Director is unable to attend a meeting, such Director may issue a proxy specifying the scope of authorization for the matters to be discussed and appoint another Director to attend the meeting as their proxy. However, no Director may act as proxy for more than one other Director.
When a meeting of the Board of Directors is held by video conference, any Director participating via video conference shall be considered present in person.
The purpose of convening a meeting of the Board of Directors shall be clearly stated, and notice shall be given to each director at least seven days in advance. However, in the event of an emergency, a meeting may be convened at any time. Notice of a Board meeting may be delivered by facsimile or electronic mail (e-mail).
Article 19. The powers and duties of the Board of Directors shall be as follows:
I. Formulation of the business plan.
II. Proposal for the Distribution of Earnings.
III. Proposal for Capital Increase or Decrease
IV. Review of Key Articles and Contracts
V. Appointment and dismissal of the Company's top executives.
VI. Appointment of Consultants by the Company.
VII. Establishment and Dissolution of Branch Offices
VIII. Review and approval of the budget and final accounts.
IX. Review and approval of real estate transactions and investments in other business activities.
X. Resolutions Regarding Other Significant Matters.
Article 20. Deleted
Article 21. Minutes of meetings of the Board of Directors shall be prepared and signed or sealed by the
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attending directors. Within 20 days following the conclusion of the meeting, the minutes shall be distributed to all directors. The minutes, along with the directors’ attendance register and proxies for attendance, shall be retained by the Company.
Article 22. Delete
Article 23. The Company may appoint several managers. The appointment, dismissal, and remuneration of such managers shall be handled in accordance with the relevant provisions of the Company Act.
Article 24. The Company grants each Director a monthly transportation allowance of NT$10,000.
The remuneration of Independent Directors, including compensation for their service on other committees, shall be determined by the Board of Directors with reference to prevailing industry standards. However, Independent Directors shall not participate in the allocation of Directors’ compensation as stipulated in Article 26 of the Articles of Incorporation.
Directors’ remuneration shall be determined by the Board of Directors in accordance with industry practices and prevailing standards, based on the extent of each director’s involvement in the Company’s operations and the value of their contributions. The Company may purchase liability insurance for directors during their term of office to mitigate and diversify operational risks.
Chapter 4 Accounting
Article 25. At the close of each fiscal year, the Board of Directors of the Company shall prepare the following statements and schedules, which shall be submitted to the Audit Committee for review no later than thirty days prior to the annual Shareholders’ Meeting, and thereafter presented to the Shareholders’ Meeting for approval.
I. Business Report
II. Financial Statements
III. Proposals for Earnings Distribution or Loss Offset
Article 26. If the company generates profits in a fiscal year, not less than 0.5% of such profits shall be allocated as employee remuneration, and not more than 3% as director remuneration. However, if the company has accumulated losses, an amount sufficient to offset such losses
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shall be set aside in advance. Of the employee compensation specified in the preceding paragraph, no less than 40% shall be allocated to grassroots employees. Employee compensation may be distributed in the form of shares or cash, and eligible recipients may include employees of subsidiaries who meet specified criteria. The criteria and methods of distribution are authorized to be determined by the Board of Directors.
Article 26-1 If there is a surplus in the Company's annual settlement, income tax shall first be paid in accordance with applicable laws, and any accumulated losses from previous fiscal years shall be offset. Thereafter, 10% of the remaining surplus shall be allocated to the legal reserve; however, this requirement shall not apply if the accumulated legal reserve has reached the total capital of the Company. In addition, a special reserve shall be appropriated or reversed in accordance with the operational needs of the Company and relevant legal requirements. Any remaining surplus, together with unappropriated retained earnings at the beginning of the period, shall be incorporated into a surplus distribution plan to be prepared by the Board of Directors and submitted to the Shareholders' Meeting for approval and distribution.
Chapter 5 Dividend Policy
Article 27. The Company's dividend policy shall be formulated with due consideration to future business expansion plans and capital requirements. Cash dividends shall account for no less than 10% of the total dividends distributed to shareholders.
Chapter 6 Supplementary Provisions
Article 28. The organizational rules and administrative procedures of the Company shall be established separately by the Board of Directors.
Article 29. The Company may invest an amount exceeding forty percent of its paid-in capital and hereby authorizes the Board of Directors to carry out such investments.
Article 30. The Company may provide guarantees to third parties.
Article 31. Any matters not expressly provided for in these Articles of Incorporation shall be governed by the Company Act and all other relevant laws and regulations.
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Article 32. This Charter was enacted on June 18, 1983.
The 1st Amendment was adopted on December 7, 1984.
The 2nd Amendment was adopted on July 24, 1985.
The 3rd Amendment was adopted on March 12, 1986.
The 4th Amendment was adopted on July 2, 1987.
The 5th Amendment was adopted on August 26, 1991.
The 6th Amendment was adopted on October 5, 1991.
The 7th Amendment was adopted on September 7, 1992.
The 8th Amendment was adopted on May 7, 1993.
The 9th Amendment was enacted on February 20, 1994.
The 10th Amendment was adopted on May 9, 1994.
The 11th Amendment was adopted on September 29, 1994.
The 12th amendment was adopted on April 10, 1995.
The 13th amendment was adopted on August 7, 1995.
The 14th Amendment was adopted on March 20, 1997.
The 15th Amendment was adopted on May 3, 1997.
The 16th Amendment was adopted on December 6, 1997.
The 17th Amendment was adopted on June 13, 1998.
The 18th Amendment was adopted on June 1, 1999.
The 19th Amendment was adopted on April 14, 2000.
The 20th Amendment was adopted on November 30, 2000.
The 21st Amendment was adopted on May 31, 2001.
The 22nd Amendment was adopted on June 17, 2002.
The 23rd Amendment was adopted on May 27, 2003.
The 24th Amendment was adopted on June 28, 2004.
The 25th Amendment was adopted on May 10, 2005.
The 26th Amendment was adopted on June 23, 2006.
The 27th Amendment was adopted on June 19, 2009.
The 28th Amendment was adopted on June 29, 2010.
The 29th Amendment was adopted on June 28, 2011.
The 30th Amendment was adopted on June 18, 2012.
The 31st Amendment was adopted on June 27, 2014.
The 32nd Amendment was adopted on June 22, 2015.
The 33rd Amendment was adopted on June 27, 2016.
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The 34th Amendment was adopted on June 30, 2020.
The 35th amendment was adopted on June 2, 2022.
The 36th Amendment was adopted on June 9, 2023.
The 37th Amendment was adopted on June 18, 2025.
The provisions concerning supervisors shall be deleted effective as of the date of establishment of the Audit Committee.
BASSO INDUSTRY CORP.
Lai Po-Yen, Chairman of the Board
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Appendix 3. Current Shareholdings of Directors
BASSO INDUSTRY CORP.
Directors’ Current Shareholdings
| Job Title | Name | Number of Shares | Equity Interest (%) |
|---|---|---|---|
| Chairman of the Board | Po-Yen Lai | 2,628,141 | 1.90% |
| Director | Ba Wei Investment Co., Ltd. | ||
| Representative: Chih-Piao Chen | 13,507,138 | 9.75% | |
| Director | Po-Feng Lai | 3,267,826 | 2.36% |
| Director | Jui-Wen Hung | 66,930 | 0.05% |
| Independent Director | Kai-Hsin Chang | 0 | - |
| Independent Director | Jen-Nan Sheen | 3,524 | - |
| Independent Director | Mei-Ling Huang | 0 | - |
| Total for All Directors: | 19,473,559 | 14.06% |
Note:
(1) As of April 17, 2026, the Company had issued a total of 138,570,640 common shares.
(2) The total number of shares required to be held by all directors of the Company is 8,314,234. As of April 17, 2026, all directors collectively held 19,470,035 shares (excluding the shareholdings of independent directors).
(3) The Company has established an Audit Committee; therefore, the statutory shareholding requirements for supervisors do not apply.
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Basso Industry Corp.
Po-Yen Lai, Chairman
BASSO
BASSO INDUSTRY CORP.
No. 24, 36th Rd., Taichung Industrial Park, Taichung,
40768 Taiwan, R.O.C.
Tel: +886-4-2359 8877 / Fax: +886-4-2359 8880
Mail: [email protected]
http://www.basso.com.tw
2026 Version