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Castles — AGM Information 2026
Apr 24, 2026
52467_rns_2026-04-24_0c8357a2-7a8c-4380-be3e-85ca79b68521.pdf
AGM Information
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Stock Code: 5258

CASTLES TECHNOLOGY
Castles Technology Co., Ltd.
2026 Annual Shareholders' Meeting
Meeting Handbook
Meeting Time: May 26, 2026
Meeting Place: 2F., No. 213, Sec. 3, Beixin Rd., Xindian Dist., New Taipei City (Taipei Innovation City Convention Center)
Table of Contents
| Page | |
|---|---|
| One. Meeting Procedure | 2 |
| Two. Meeting Agenda | 3 |
| Three. Report Items | 4 |
| Four. Ratification Items | 5-6 |
| Five. Discussion Items | 7 |
| Six. Extraordinary Motions | 8 |
Attachment
I. 2025 Business Report 9-13
II. 2025 Audit Committee's Audit Report 14
III. 2025 Employees' and Directors' Remuneration 15
IV. Status of repurchase of treasury stock by the Company 16
V. 2025 Independent Auditors' Report and Financial Statements 17-43
VI. 2025 Earnings Distribution Table 44
VII. Comparison Table of the "Articles of Incorporation" Before and After Revision 45-46
VIII. Comparison table of the provisions of the "Operational Procedures for Loaning Funds and Providing Endorsements/Guarantees" before and after amendment 47-48
Appendices
I. Articles of Incorporation 49-54
II. Operational Procedures for Loaning Funds and Providing Endorsements/Guarantees 55-62
III. Rules of Procedure for Shareholders' Meetings 63-75
IV. Shareholdings of Directors 76
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Castles Technology Co., Ltd.
2026 Annual Shareholders' Meeting Procedure
I. Call the Meeting to Order
II. Chair’s Address
III. Report Items
IV. Proposed Resolutions
V. Discussion Items
VI. Extraordinary Motions
VII. Adjournment
Castles Technology Co., Ltd.
2026 Annual Shareholders' Meeting Agenda
Time: 10:00 a.m. on May 26 (Tuesday), 2026
Location: 2F, No. 213, Sec 3, Beixin Rd., Xindian Dist., New Taipei City
(Taipei Innovation City Convention Center)
Method: Physical meeting
I. Call the meeting to order (report the number of shares present)
II. Chair’s Address
III. Report Items
(I) 2025 Business Report
(II) 2025 Audit Committee's Audit Report
(III) 2025 Employees' and Directors' Remuneration Report
(IV) Report on the execution of the Company's treasury stock repurchase.
IV. Proposed Resolutions
(I) 2025 Business Report and Financial Statements
(II) 2025 Earnings Distribution Proposal.
V. Discussion Items
(I) Amendment to some of the articles of the “Articles of Incorporation”
(II) Amendment to some of the articles of the "Operational Procedures for Loaning Funds and Providing Endorsements/Guarantees."
VI. Extraordinary Motions
VII. Adjournment
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Report Items
I. 2025 Business Report
Explanation: Please refer to Attachment I on pages 7 to 9 of this handbook for the 2025 Business Report.
II. 2025 Audit Committee's Audit Report
Explanation: Please refer to Attachment II on page 10 of this handbook for the 2025 Audit Committee's Audit Report.
III. 2025 Employees' and Directors' Remuneration Report
Explanation: Please refer to Attachment III on page 11 of this handbook for 2025 Employees' and Directors' Remuneration.
IV. Report on the execution of the Company's treasury stock repurchase.
Explanation: For the report on the execution of the Company's buyback of treasury stock, please refer to Attachment IV on page 12 of this Handbook.
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Ratification Items
Proposal 1 (Proposed by the board of directors)
Summary: Proposal for adoption of the 2025 business report and financial statements; please ratify.
Explanation:
I. The Company's 2025 Parent-only financial statements and consolidated financial statements prepared by the Board of Directors have been audited by independent auditors Jenny Yeh and Bill Yu of PwC Taiwan. The financial statements have been submitted together with the business report to the Audit Committee for review, which has determined them to be correct and accurate, and a review report is issued accordingly.
II. Please refer to Attachment I on pages 7 to 9 of this handbook for the 2025 business report and Attachment IV on pages 13 to 32 of this handbook for the Independent Auditors' Report and the above-mentioned financial statements.
Resolution:
Proposal 2 (Proposed by the board of directors)
Summary: Proposal for adoption of the 2025 earnings distribution; please ratify.
Explanation:
I. On March 10, 2026, the Board of Directors passed the proposal for the 2025 earnings distribution to distribute a cash dividend of NT$1 per share. After this shareholders' cash dividend distribution proposal is approved by the general shareholders' meeting, the chairperson is authorized to set the ex-dividend date and the distribution date.
II. Please refer to page 33, Attachment VI of this handbook for the
2025 Earnings Distribution Table.
III. The cash dividend shall be distributed according to the shareholding percentage in up to NT$1 with amounts below NT$1 rounded up; for those total fractional amounts of less than NT$1, the amount below the decimal point shall be adjusted in the sequence of the amount and the shareholders’ account number until the total distributed cash dividend amount is matched.
IV. If the total number of outstanding shares subsequently changes due to capital changes of the Company, thus affecting the distribution ratio and necessitating adjustments, it is proposed that the general shareholders’ meeting authorize the chairperson to handle such matters with full discretion.
Resolution:
Discussion Items
Proposal 1 (Proposed by the board of directors)
Summary: Proposal for amendment to some of the articles of the “Articles of Incorporation”; please discuss.
Explanation:
I. To meet the Company’s operational needs, amend to the "Articles of Incorporation" is proposed to include additional business items.
II. Please refer to Attachment VII on page 34 of this handbook for the Comparison Table of the "Articles of Incorporation" Before and After Revision.
Resolution:
Proposal 2 (Proposed by the board of directors)
Summary: Proposal for amendment to some of the articles of the “Operational Procedures for Loaning Funds and Providing Endorsements/Guarantees”; please discuss.
Explanation:
I. To accommodate the working capital needs of the Company and its subsidiaries, a revision to the "Operational Procedures for Loaning Funds and Providing Endorsements/Guarantees" is been proposed.
II. Please refer to Attachment VIII on page 35 of this handbook for the Comparison Table of the "Operational Procedures for Loaning Funds and Providing Endorsements/Guarantees" Before and After Revision.
Resolution:
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Extraordinary Motions
Adjournment
Attachment I
Castles Technology Co., Ltd.
Business Report
I. Operating Policy
As the global payment industry continues to consolidate and the competitive landscape evolves, market concentration has gradually risen. Companies with scale and global reach have continued to expand their market share. The Company has a solid foundation in international markets built over the long term, and has steadily increased its market share in key regions. According to a report by Nilson Report, a professional market research agency, the shipment market share of the Castles brand continued to rise in the United States and Europe, showing that the Company's competitiveness in the international market has gradually strengthened.
In addition, the Company's actively deployed unmanned self-checkout payment solution has been successfully implemented by several well-known domestic and international customers, and demand continues to grow alongside the development of retail automation and smart city applications. Combining the growing trend of EDGE AI technology applications and the demand for terminal equipment upgrades driven by the phasing out of 2G/3G networks by global telecom operators, the market is poised for a new wave of growth, creating continuous revenue opportunities for the Company.
(I) Deepen global channel deployment and expand growth drivers:
The Company continues to strengthen its global market presence, and existing channels are gradually demonstrating economies of scale. The popularization of unmanned self-service applications and the increasing penetration of Android smart terminal devices are expected to drive further growth in overall operating revenue. In the future, the Company will continue to expand its global sales network and service locations through mergers and acquisitions, strategic alliances, and localized operations, while also deepening its regional market penetration. Meanwhile, the Company is integrating its hardware, software, and cloud service capabilities to increase the overall solution value and move toward becoming a world-leading provider of payment terminal solutions.
II. Implementation Status Overview
(I) International Market Development and Operational Deployment
The Company upholds a strategy of balancing prudent management with proactive expansion, and is committed to improving its global market presence and overall operational scale. In addition to solidifying its existing customer base, the Company is actively expanding its customer reach through mergers and acquisitions and the establishment of subsidiaries, thereby strengthening its overall competitiveness.
To accelerate its expansion into the global market, the Company has also
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successively established subsidiaries in Mexico, New Zealand, and France, in order to build a more efficient local operation and service network. These initiatives help to improve market penetration, strengthen local service capacity, and further expand market share.
The above investments and the establishment of subsidiaries are part of the Company's mid- and long-term international market strategy. Synergy effects are expected to emerge as the scale of operations at these subsidiaries expands, contributing to improved overall operating profit margins and long-term profitability.
(II) Deepening Technology and Business Model Transformation
The Company has long focused on strengthening its R&D innovation and software customization capabilities, and leverages these as its core competitive advantages. Based on our existing product foundations, we continue to deepen channel penetration, enhance software services, and develop towards solution integration, in order to actively promote the transformation from a traditional equipment manufacturer into a one-stop solution provider.
To accommodate diverse customer requirements and global operating efficiency, the Company is also launching cloud services and optimizing the operation of its overseas maintenance service centers to enhance service immediacy and quality, and strengthen cooperation with global customers. This strategy not only effectively increases the proportion of software and service revenue, but also helps establish a stable and sticky business model, and achieve the goal of co-creating long-term value with customers.
III. Results of Business Plan Implementation:
In 2025, the Company recorded net operating revenue of NT$7,861,6431 thousand, with no material change to NT$7,825,651 thousand in 2024. Net income after tax for the year was NT$491,995 thousand, a decrease of approximately NT$225,401 thousand from NT$717,396 thousand in 2024.
IV. Execution of Operating Income and Expenditure Budgets
(I) Operating income
Operating revenue for 2025, including terminal devices for electronic finance, personal finance applications, electronic cash registers, and relevant equipment, amounted to NT$7,861,643 thousand, an increase of NT$35,992 thousand compared with that for 2024 of NT$7,825,651.
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(II) Gross profit
In 2025, the gross profit NT$2,744,712 thousand, an increase of approximately NT$ 149,814 thousand from NT$2,594,898 thousand in 2024.
V. Profitability Analysis
The analysis of 2025 operating performance and 2024 financial income and expenditure and profitability are reported as follows:
Unit: NTD thousand
| Item | 2025 | 2024 | Increase (decrease) | Rate of increase (decrease) |
|---|---|---|---|---|
| Operating revenue | 7,861,643 | 7,825,651 | 35,992 | 0% |
| Gross profit | 2,744,712 | 2,594,898 | 149,814 | 6% |
| Operating profit | 635,675 | 766,066 | (130,391) | (17%) |
| Non-operating income/expenses | 87,149 | 232,741 | (145,592) | (63%) |
| Net income after tax | 722,824 | 998,807 | (275,983) | (28%) |
| Earnings per share (NT$, after tax) | 4.23 | 6.35 | (2.12) | (33%) |
VI. Status of R&D
As the global electronic payment market continues to grow, the application scenarios of smart payment terminals are becoming increasingly diversified. With its high development flexibility, good system scalability, and mature application ecosystem, the Android platform has gradually become the mainstream operating system for smart terminal devices. The perfect software and hardware integration enables terminal equipment to evolve from a traditional single payment tool into a smart device supporting a variety of application services, further improving customer operational efficiency and user experience.
Under this development trend, the competitive advantage of terminal products has shifted from a single focus on price to competition based on overall solution capabilities, including software and hardware integration technology, product customization, cloud platform support, information security mechanisms, and system stability. The Company continues to invest in core technology research and development and strengthen cross-disciplinary integration capabilities to increase product added value and market competitiveness. It is expected that manufacturers with forward-looking technology strategies and rapid market response capabilities will be well-positioned to capitalize on future product upgrades and equipment replacement needs.
In terms of communication technology development, as global telecom companies gradually shut down 2G/3G network services, demand for terminal equipment upgrades continued to rise. Given that the deployment cycle of terminal devices can be up to more than 7 years, customers are demanding greater long-term availability of communication technologies. We have continued to introduce 4G LTE technology and evaluate the development trends of 5G communication applications, and will introduce cost-effective products and solutions in a timely manner based on market demand and application maturity to ensure the long-term competitiveness of our products.
Additionally, with the rapid development of unmanned and self-service applications, the demand for highly stable and highly integrated terminal equipment continues to increase in fields such as retail, self-service top-ups, transportation ticketing, parking management, and smart cities. Such applications operate around the clock and have become a key area of customer investment. The Company is also actively monitoring and investing in the research and development of EDGE AI-related technologies, combining image recognition and data analysis capabilities to enhance the intelligence of terminal equipment and create differentiated application value.
In the face of intensifying industrial competition and market price pressure, the Company has adopted a diversified development strategy. On the one hand, it continues to deepen core technology R&D and product innovation capabilities, increasing the added value of high-end products. On the other hand, it develops a price-competitive product portfolio through modular design and supply chain optimization to meet the
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needs of different market segments and customers. Meanwhile, the Company has also continued to strengthen its global service and technical support capabilities, enhance customer loyalty, and steadily expand its international market presence.
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Responsible Person:
Managorial Officer:
Accounting Officer:
Attachment II
2025 Audit Committee’s Audit Report
The Board of Directors prepared the Company's 2025 business report, the parent company only financial statements, the consolidated financial statements, and the proposal for earnings distribution. Among them, the parent company only financial statements and the consolidated financial statements have been audited by independent auditors Jenny Yeh and Bill Yu of PwC Taiwan with an audit report issued accordingly.
The above business report, the parent-only financial statements, the consolidated financial statements, and the proposal for earnings distribution have been reviewed and determined to be correct and accurate by the Audit Committee. In accordance with the relevant requirements of Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby submit this report.
Sincerely,
2026 Shareholders' Meeting of Castles Technology Co., Ltd.
Castles Technology Co., Ltd.
Convener of the Audit Committee:
Hsi-Hsun Kung

March 10, 2026
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Attachment III
Castles Technology Co., Ltd.
2025 Employees' and Directors' Remuneration
I. According Article 26 of the Articles of Incorporation, if the Company generates a profit during the year (where "profit" refers to pre-tax income after the deduction of employees' and directors' remuneration), it should allocate 3% to 15% of the profit for employees' remuneration and no more than 3% for directors' remuneration. However, if the Company has an accumulated loss, a reserve amount must be set aside to offset the loss in advance. Of the employees' remuneration mentioned above, at least 5% should be allocated to base-level employees. Employees' remuneration may be distributed in the form of stock or cash, and eligible recipients may include employees of subsidiaries who meet certain conditions. The Board of Directors is authorized to determine the conditions and method of distribution.
II. For 2025, the Company's pre-tax profit is NT$587,698,296. It is proposed to allocate NT$41,138,881 for employees' remuneration and NT$3,820,039 for directors' remuneration, all of which will be distributed in cash.
III. There is no difference between the annual estimated expense recognized and the amount of the above distribution of employees' and directors' remuneration approved by board of directors.
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Attachment IV
Castles Technology Co., Ltd.
Report on the Execution of Treasury Share Repurchase
| Number of repurchases | 2nd time |
|---|---|
| Board of Directors’ resolution approval date | May 12, 2025 |
| Purpose of Repurchase | Share transfer to employees |
| Actual buyback period | June 18 to July 11, 2025 |
| Actual number of shares repurchased | 786,000 shares of common stock |
| Actual amount of repurchase | NT$49,948,065 |
| Average repurchase price per share | NT$63.55 |
| Accumulated number of company shares held | 786,000 shares of common stock |
| Accumulated number of company shares held as a percentage of total number of shares issued | 0.71% |
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Attachment V
2025 Independent Auditors' Report and Financial Statements
- Independent Auditors' Report
Independent Auditors' Report
(115) Cai-Shen-Bao-Zi No. 25005387
To Castles Technology Co., Ltd.:
Opinion
We have audited the parent-only balance sheet of Castles Technology Co., Ltd. as of December 31, 2025 and 2024, and its parent-only comprehensive income statement, parent-only statement of changes in equity, and parent-only cash flow statement from January 1 to December 31, 2025 and 2024, as well as the notes to parent-only financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying parent-only 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 from January 1 to December 31, 2025 and 2024 in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for opinion
We were engaged to conduct our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Parent-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. 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 parent-only financial statements for 2025. These matters were addressed in the context of our audit of the Parent-only Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
The key audit matters of the Company's 2025 parent-only financial statements are as below:
Evaluations of the loss allowance for accounts receivable
Description of key audit matters
For the accounting policy of accounts receivable, please refer to Note 4(9) of the Parent-only Financial Statements; for the uncertainties of accounting estimates and
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assumptions for the assessed loss allowance of accounts receivable, please refer to Note 5(2) of the Parent-only Financial Statements Financial Statement; for the description of accounts for accounts receivable, please refer to Note 6(4) of the Parent-only Financial Statements Financial Statement.
The Company manages the payment collection and overdue accounts, while assuming the related credit risks. The management authority regularly evaluates the credit quality and payment status of customers and adjusts the credit policy for customers in a timely manner. In addition, the assessment for the impairment of accounts receivable is based on the relevant provisions of the International Financial Reporting Standard 9 "Financial Instruments," using a simplified method of assessment the expected credit loss; the management authority establishes the expected loss rate based on the overdue period of the customer in the history as of the Statement of Financial Position date, and various factors that may affect the customer's solvency such as financial position and economic conditions, while incorporating the future forward-looking information.
Because the amount of accounts receivable of the Company is relatively large, and the assessment process of loss allowance involves the judgment of the management; therefore, we listed the assessment of loss allowance of accounts receivable as one of the most important matters in the audit.
Responding audit procedures
The responding audit procedures we adopted for the aforesaid key audit matters are as below:
- Understand the Company's customer credit status, credit quality and provision policy for loss allowance of accounts receivable.
- Test the changes in the aging of accounts receivable, inspect the relevant supporting documents of the dates of accounts receivable, and confirm the classification of the aging period.
- Obtain and review the relevant information provided by the management, and refer to the ratio of providing loss allowance by referring to the historical loss occurrence rate in the past years while considering future forward-looking information.
- Recalculate the loss allowance that shall be provided based on the ratio of providing loss allowance.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the Parent-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-only Financial Statements that are free from material misstatement, whether due to fraud or error.
In preparing the Parent-only Financial Statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
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Those charged with governance, including [the Audit Committee included], 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 Parent-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 auditing standards generally accepted in the Republic of China will always detect a material misstatement in Parent-only Financial Statements when it exists. Misstatements can arise from fraud or error. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Parent-only Financial Statements.
As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the Parent-only Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- 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 Parent-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. 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 Parent-only Financial Statements, including the disclosures, and whether the Parent-only Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.
- Obtain sufficient and appropriate audit evidence regarding the financial information of
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entities within the Company to express an opinion on the Parent-only Financial Statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible of Parent-only Financial Statements for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent-only financial statements for 2025, and are therefore the key audit matters. We describe these matters in our auditor's report unless laws or regulations preclude public disclosure about the matters or when, in extremely rare circumstances, we determine that such matters should not be communicated in our report because the adverse consequences as a result would reasonably be expected to outweigh the public benefits of such communication.
PwC Taiwan

Former Securities and Futures Bureau of Financial
Supervisory Commission, Executive Yuan
Approval No. of Attestation: Jin-Guan-Zheng-Liu-Zi
No.0960058737
Financial Supervisory Commission
Approval No. of Attestation: Jin-Guan-Zheng-Shen-Zi
No.1110349013
March 10, 2026
C
Unit: NTD thousand
| Assets | Note | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| Current assets | ||||||
| 1100 | Cash and cash equivalents | 6(1) | $ 652,440 | 8 | $ 853,632 | 11 |
| 1136 | Financial assets measured at amortized cost – current | 6(1) and 8 | 121,345 | 1 | 110,084 | 2 |
| 1150 | Notes receivable | 6(4) | 3,614 | - | 2,706 | - |
| 1170 | Accounts receivable, net | 6(4) | 320,656 | 4 | 217,368 | 3 |
| 1180 | Accounts receivable – related parties, net | 6(4) and 7(2) | 2,670,746 | 31 | 2,306,164 | 31 |
| 1200 | Other receivables | 30,779 | - | 17,677 | - | |
| 1210 | Other receivables – related parties | 7(2) | 129,013 | 2 | - | - |
| 1220 | Income tax assets of the period | 7,231 | - | - | - | |
| 130X | Inventories | 6(5) | 1,606,095 | 19 | 1,273,425 | 17 |
| 1410 | Prepayments | 161,493 | 2 | 108,980 | 2 | |
| 11XX | Total Current Assets | 5,703,412 | 67 | 4,890,036 | 66 | |
| Non-current assets | ||||||
| 1510 | Financial assets at FVTPL – non-current | 6(2) | 139,017 | 2 | 39,926 | - |
| 1517 | Financial assets at FVOCI – non-current | 6(3) | 9,465 | - | 9,465 | - |
| 1550 | Investment with the equity method | 6(6) and 7(2) | 1,808,237 | 21 | 1,716,388 | 23 |
| 1600 | Property, plant and equipment | 6(7) and 8 | 371,498 | 5 | 376,602 | 5 |
| 1755 | Right-of-use assets | 6(8) | 27,786 | - | 44,924 | 1 |
| 1780 | Intangible assets | - | - | 7,986 | - | |
| 1840 | Deferred income tax assets | 6(24) | 237,728 | 3 | 227,521 | 3 |
| 1920 | Refundable deposit | 11,045 | - | 9,778 | - | |
| 1990 | Other non-current assets – others | 6(4) | 184,838 | 2 | 134,103 | 2 |
| 15XX | Total Non-current Assets | 2,789,614 | 33 | 2,566,693 | 34 | |
| 1XXX | Total Assets | $ 8,493,026 | 100 | $ 7,456,729 | 100 |
(Continued in the next page)
Castles
Parent-To-Nu
Street
1
2024
Unit: NTD thousand
| Liabilities and Equity | Note | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| Current liabilities | ||||||
| 2100 | Short-term loans | 6(9) | $ 1,557,000 | 18 | $ 1,282,000 | 17 |
| 2130 | Contract liabilities – current | 6(17) and 7(2) | 67,044 | 1 | 82,891 | 1 |
| 2150 | Notes payable | - | - | 1,233 | - | |
| 2170 | Accounts payable | 1,612,129 | 19 | 1,130,943 | 15 | |
| 2200 | Other payables | 6(10) | 311,119 | 4 | 308,852 | 4 |
| 2230 | Income tax liabilities of the period | 154,524 | 2 | 70,428 | 1 | |
| 2280 | Lease liabilities – current | 16,551 | - | 18,786 | 1 | |
| 2320 | Long-term liabilities due in one year | 6(11) | ||||
| or one business cycle | 15,988 | - | 7,994 | - | ||
| 21XX | Total Current Liabilities | 3,734,355 | 44 | 2,903,127 | 39 | |
| Non-current liabilities | ||||||
| 2540 | Long-term loans | 6(11) | 135,898 | 2 | 151,886 | 2 |
| 2570 | Deferred income tax liabilities: | 6(24) | 27,826 | - | 18,125 | - |
| 2580 | Lease liabilities – non-current | 11,859 | - | 26,736 | 1 | |
| 2670 | Other non-current liabilities – others | 6(6) and (12) | 18,009 | - | 16,160 | - |
| 25XX | Total Non-current Liabilities | 193,592 | 2 | 212,907 | 3 | |
| 2XXX | Total Liabilities | 3,927,947 | 46 | 3,116,034 | 42 | |
| Equity | ||||||
| Share capital | 6(14) | |||||
| 3110 | Share capital - common stock | 1,103,649 | 13 | 1,103,649 | 15 | |
| Capital surplus | 6(15) | |||||
| 3200 | Capital surplus | 806,038 | 10 | 760,713 | 10 | |
| Retained earnings | 6(16) | |||||
| 3310 | Legal reserve | 336,651 | 4 | 266,981 | 3 | |
| 3350 | Unappropriated retained earnings | 2,293,487 | 27 | 2,173,559 | 29 | |
| Other equity interests | ||||||
| 3400 | Other equity interests | 75,167 | 1 | 53,844 | 1 | |
| 3500 | Treasury shares | 6(14) | ( 49,913) | ( 1) | ( 18,051) | - |
| 3XXX | Total Equity | 4,565,079 | 54 | 4,340,695 | 58 | |
| Significant contingent liabilities and unrecognized contract commitments | IX. | |||||
| Significant Events After Balance Sheet | XI. | |||||
| Date | ||||||
| 3X2X | Total Liabilities and Equity | $ 8,493,026 | 100 | $ 7,456,729 | 100 |
Chairperson: Hua-Hsi Hsin
Managerial Officer: Hung-Chun Lin
Accounting Supervisor: Yuen-Chung Hung
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Castle, P. J., & Co., Ltd.
Parent-only State University Comprehensive Income
January 1 to December 31, 2025 and 2024
Unit: NTD thousand
(Other than EPS, which is in NT$)
| Item | Note | 2025 | 2024 | |||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| 4000 | Operating revenue | 6(17) and 7(2) | $ 4,887,190 | 100 | $ 5,740,147 | 100 |
| 5000 | Operating costs | 6(5) and (22)and 7(2) | ( 3,828,477) | ( 78) | ( 4,813,082) | ( 84) |
| 5900 | Gross profit | 1,058,713 | 22 | 927,065 | 16 | |
| 5910 | Unrealized income from sales | ( 87,809) | ( 2) | ( 67,172) | ( 1) | |
| 5920 | Realized income from sales | 67,172 | 1 | 51,423 | 1 | |
| 5950 | Gross operating profit, net | 1,038,076 | 21 | 911,316 | 16 | |
| Operating expenses | 6(22) and 7(2) | |||||
| 6100 | Selling expenses | ( 97,469) | ( 2) | ( 110,433) | ( 2) | |
| 6200 | General and administrative expenses | ( 115,462) | ( 2) | ( 97,338) | ( 2) | |
| 6300 | Research and development expenses | ( 512,273) | ( 11) | ( 484,625) | ( 8) | |
| 6450 | Expected credit impairment loss | 12(2) | ( 13) | - | ( 396) | - |
| 6000 | Total operating expenses | ( 725,217) | ( 15) | ( 692,792) | ( 12) | |
| 6900 | Operating profit | 312,859 | 6 | 218,524 | 4 | |
| Non-operating income/expenses | ||||||
| 7100 | Interest income | 6(18) | 17,671 | 1 | 22,808 | - |
| 7010 | Other income | 6(19) and 7(2) | 52,573 | 1 | 38,740 | 1 |
| 7020 | Other gains and losses | 6(20) | 16,429 | - | 154,585 | 3 |
| 7050 | Finance cost | 6(21) | ( 33,987) | ( 1) | ( 25,227) | ( 1) |
| 7070 | Shares of gain and loss from subsidiaries, associates, and joint venture recognized with the equity method | 6(6) | ||||
| 7000 | Total non-operating income and expenses | 177,194 | 4 | 419,062 | 7 | |
| 7900 | Profit before income tax | 229,880 | 5 | 609,968 | 10 | |
| 7950 | Income tax expenses | 6(24) | ( 77,915) | ( 1) | ( 133,310) | ( 2) |
| 8200 | Profit for the year | $ 464,824 | 10 | $ 695,182 | 12 | |
| Other Comprehensive Income (Net) | ||||||
| Items Not Reclassified to Profit or Loss | ||||||
| 8311 | Remeasurement of defined benefit programs | 6(12) | $ 857 | - | $ 1,893 | - |
| 8349 | Income taxes related to the items not re-classified | 6(24) | ( 171) | - | ( 379) | - |
| 8310 | Total of items not re-classified | 686 | - | 1,514 | - | |
| Items That May Be Reclassified Subsequently to Profit or Loss | ||||||
| 8361 | Financial statements translation differences of foreign operations | 6(6) | 21,323 | - | 38,869 | 1 |
| 8360 | Total of items that may be reclassified subsequently to profit or loss | 21,323 | - | 38,869 | 1 | |
| 8300 | Other Comprehensive Income | $ 22,009 | - | $ 40,383 | 1 |
The accompanying notes are an integral part of the Parent-only Financial Statements; please read them together.
Chairperson: Hua-Hsi Hsin
华
Managerial Officer: Hung-Chun Lin
华
Accounting Supervisor: Yuen-Chung Hung
文
中
Castles of the City of Co., Ltd.
Parent-only Statements of Comprehensive Income
January 1 to December 31, 2025 and 2024
Unit: NTD thousand
(Other than EPS, which is in NT$)
| (Net) | |||||
|---|---|---|---|---|---|
| 8500 | Total comprehensive income for the year | $ | 486,833 | 10 | $ 735,565 |
| Basic earnings per share | 6(25) | ||||
| 9750 | Profit for the year | $ | 4.23 | $ | 6.35 |
| Diluted earnings per share | 6(25) | ||||
| 9850 | Profit for the year | $ | 4.20 | $ | 6.29 |
The accompanying notes are an integral part of the Parent-only Financial Statements; please read them together.
Chairperson: Hun-Hsi Hsin
董永勛
Managerial Officer: Hung-Chun Lin
杨祥
Accounting Supervisor: Yuen-Chung Hung
文进
申滨
Unit: NTD thousand
| Note | Share capital - common stock | Capital surplus | Retained earnings | Other equity interests |
|---|---|---|---|---|
| Premium of issuance | Consolidated premium | Employee stock options | Others | Legal reserve |
| 2024 | ||||
| Balance as of January 1, 2024 | $ 1,048,438 | $ 723,888 | $ 177,062 | |
| Profit for the year | - | - | - | |
| Total other comprehensive income for the period | - | - | - | |
| Total comprehensive income for the period | - | - | - | |
| Earning allocation and distribution for 2023 | 6(16) | |||
| Provided for statutory reserves | - | - | 89,919 | |
| Cash dividends | - | - | - | |
| Share dividend | 52,036 | - | - | |
| Capital increase from remuneration to employees | 6(14) | 3,175 | 36,825 | - |
| Balance as of December 31, 2024 | $ 1,103,649 | $ 760,713 | $ 266,981 | |
| 2025 | ||||
| Balance as of January 1, 2025 | $ 1,103,649 | $ 760,713 | $ 266,981 | |
| Profit for the year | - | - | - | |
| Total other comprehensive income for the period | - | - | - | |
| Total comprehensive income for the period | - | - | - | |
| Earning allocation and | 6(16) |
The accompanying notes are an integral part of the Parent-only Financial Statements; please read them together.
Chairperson: Ban-Bai Bain
Managerial Officer: Bang-Chun Lin
Accounting Supervisor: Yuen-Chang Bang
^{}[]幼
Current: Post-1997
Patent-only Financial Statements in Equity
January 1
and 2024
Unit: NTD thousand
| Note | Share capital - common stock | Capital surplus | Retained earnings | Other equity interests Financial statements translation differences of foreign operations | Treasury shares | Total equity | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Premium of issuance | Consolidated premium | Employee stock options | Others | Legal reserve | Special reserve | ||||||
| distribution for 2024 | |||||||||||
| Provided for statutory reserves | - | - | 69,670 | ( | 69,670 ) | - | - | - | - | ||
| Cash dividends | - | - | - | ( | 275,912 ) | - | - | ( | 275,912 ) | ||
| Cost of transferring treasury stock to employees as remuneration | 6(13) | ||||||||||
| Transfer of treasury shares to employees | 6(14) | - | 47,694 | - | - | - | - | - | 47,694 | ||
| Repurchase of treasury shares | 6(14) | - | ( 2,369 ) | - | - | - | - | 18,051 | 15,682 | ||
| Balance as of December 31, 2025 | $ 1,103,649 | $ 806,038 | $ 336,651 | $ 2,293,487 | $ 75,167 | ($ 49,913 ) | $ 4,565,079 |
The accompanying notes are an integral part of the Parent-only Financial Statements; please read them together.
Chairperson: Ban-Bai Bain
中
Managerial Officer: Bang-Chun Lin
中
Accounting Supervisor: Yuen-Chang Bang
中
Castles
Parent-only
January 1 to
2025 and 2024
Unit: NTD thousand
| Note | 2025 | 2024 | |
|---|---|---|---|
| Cash flow from operating activities | |||
| Profit before tax for the period | $ 542,739 | $ 828,492 | |
| Adjustments | |||
| Income/expenses items | |||
| Depreciation expense of property, plant and equipment | 6(22) | 47,647 | 48,643 |
| Amortized expenses of the right-of-use assets | 6(22) | 19,352 | 17,149 |
| Amortization expenses of intangible assets | 6(22) | 7,986 | 8,712 |
| Amortization of other non-current assets | 6(22) | 15,046 | 7,694 |
| Expected credit (loss) profit | 12(2) | 13 | 396 |
| Impairment loss of investment with the equity method | 6(20) | 55,000 | - |
| Financial assets at FVTPL – net loss (income) | 6(20) | ( 99,091 ) | ( 12,050 ) |
| Interest expense | 6(21) | 33,987 | 25,227 |
| Interest income | 6(18) | ( 17,671 ) | ( 22,808 ) |
| Dividend income | 6 (19) | ( 29,625 ) | ( 26,600 ) |
| Shares of gain from subsidiary recognized with the equity method | 6(6) | ( 177,194 ) | ( 419,062 ) |
| Gain on lease modification | 6(20) | - | ( 12 ) |
| Cost of share-based payment | 6(15) | 47,694 | - |
| Loss (gain) on disposal of property, plant and equipment | 6(20) | 109 | - |
| Loss (income) from disposal of property, plant and equipment | 6(20) | 231 | - |
| Unrealized income from sales | 6(6) | 87,809 | 67,172 |
| Realized income from sales | 6(6) | ( 67,172 ) | ( 51,423 ) |
| Changes in operating assets and liabilities | |||
| Net changes in assets related to operating activities | |||
| Notes receivable | ( 908 ) | 5,150 | |
| Accounts receivable, net | ( 103,301 ) | 82,863 | |
| Accounts receivable -- related parties | ( 364,582 ) | ( 692,276 ) | |
| Other receivables | ( 13,102 ) | ( 1,883 ) | |
| Other receivables – related parties | ( 34,973 ) | - | |
| Inventories | ( 332,670 ) | 65,567 | |
| Prepayments | ( 52,513 ) | ( 56,297 ) | |
| Other non-current assets | ( 59,970 ) | ( 122 ) | |
| Net changes in liabilities related to operating activities | |||
| Contract liabilities – current | ( 15,847 ) | ( 20,256 ) | |
| Notes payable | ( 1,233 ) | 1,133 | |
| Accounts payable | 481,186 | 144,807 | |
| Other payables | ( 1,194 ) | 91,668 | |
| Other payables – related parties | - | ( 143 ) | |
| Net defined benefit liabilities | 19 | 37 | |
| Cash (outflow) inflow from operations | ( 32,228 ) | 91,778 | |
| Interest received | 17,671 | 22,808 | |
| Dividend received | 29,625 | 26,600 | |
| Interest paid | ( 30,526 ) | ( 25,456 ) | |
| Income tax paid | ( 1,727 ) | ( 255,692 ) | |
| Net cash outflow from operating activities | ( 17,185 ) | ( 139,962 ) |
(Continued in the next page)
Castles
Parent-only
January 1 to
2025 and 2024
Unit: NTD thousand
| Note | 2025 | 2024 | |
|---|---|---|---|
| Cash flow from investing activities | |||
| Financial assets measured at amortized cost (increased) decreased | ($ 11,261) | ($ 110,084) | |
| Financial assets at FVOCI – non-current | 6(3) | - | ( 9,465 ) |
| Investment acquired under the equity method – Establishment of subsidiary | ( 28,340 ) | ( 50,188 ) | |
| Investment acquired under the equity method – Acquisition of subsidiary | - | ( 278,286 ) | |
| Cash dividends received from subsidiaries accounted for using the equity method | 131,791 | 70,624 | |
| Acquisition of property, plant and equipment | 6(7) | ( 37,579 ) | ( 30,789 ) |
| Disposal of property, plant and equipment | 50 | - | |
| Refundable deposit (increase) | ( 3,348 ) | ( 2,221 ) | |
| Refundable deposit decrease | 2,081 | 1,392 | |
| Prepayment of equipment (increase) | ( 11,165 ) | ( 6,160 ) | |
| Increase in other receivables – related parties | ( 74,582 ) | - | |
| Net cash outflow from investing activities | ( 32,353 ) | ( 415,177 ) | |
| Cash flow from financing activities | |||
| Acquisition of investment adopting the equity method – increase in capital of subsidiary | ( 89,191 ) | - | |
| Proceeds from short-term borrowings | 6(27) | 8,027,000 | 7,195,898 |
| Repayment of short-term borrowings | 6(27) | ( 7,752,000 ) | ( 6,675,898 ) |
| Proceeds from long-term debt | 6(27) | - | 159,880 |
| Repayment of long-term debt | 6(27) | ( 7,994 ) | ( 295,380 ) |
| Payment of cash dividends | 6(16) | ( 275,912 ) | ( 124,887 ) |
| Repayment of principal for lease liabilities | 6(27) | ( 19,326 ) | ( 16,889 ) |
| Cost of repurchase of treasury shares | 6(14) | ( 49,913 ) | - |
| Employee purchase of treasury shares | 15,682 | - | |
| Net cash (outflow) inflow from financing activities | ( 151,654 ) | 242,724 | |
| Decrease in cash and cash equivalents for the period | ( 201,192 ) | ( 312,415 ) | |
| Cash and cash equivalents at beginning of year | 853,632 | 1,166,047 | |
| Cash and cash equivalents at end of year | $ 652,440 | $ 853,632 |
The accompanying notes are an integral part of the Parent-only Financial Statements; please read them together.
Chairperson: Hua-Hsi Hsin
Managerial Officer: Hung-Chun Lin
Accounting Supervisor: Yuen-Chung Hu
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2. Independent Auditors' Report (Consolidated Financial Statements)
Castles Technology Co., Ltd. and Its Subsidiaries
Declaration for Consolidated Financial Statements of Affiliated Enterprises
For the year of 2025 (from January 1, 2025 to December 31, 2025), the companies to be included in the preparation of the affiliate consolidated financial statements pursuant to the "Criteria Governing the Preparation of Affiliation Reports, Consolidated Business Reports and Reports and Consolidated Financial Statements of Affiliated Enterprises" are the same as those included in the consolidated financial statements of the parent company and subsidiaries prepared in conformity under the International Financial Reporting Standards (IFRS) No. 10, which are standards certified by the Financial Supervisory Commission. In addition, the information required to be disclosed in the consolidated financial statements is included in the aforesaid consolidated financial statements. Therefore, no separate consolidated financial statements are prepared.
It is hereby declared
Name of Company: Castles Technology Co., Ltd.
Responsible Person: Hua-Hsi Hsin
March 10, 2026
Independent Auditors' Report
(115) Cai-Shen-Bao-Zi No. 25005553
To Castles Technology Co., Ltd.:
Opinion
We have audited the consolidated balance sheet of Castles Technology Co., Ltd. And its subsidiaries (collectively Castles Technology Group) as of December 31, 2025 and 2024, and its consolidated comprehensive income statement, consolidated statement of changes in equity, and consolidated cash flow statement from January 1 to December 31, 2025 and 2024, as well as the notes to consolidated financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows from January 1 to December 31, 2025 and 2024 in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, as well as International Financial Reporting Standards (IFRS), International Accounting Standards (IAS) and their interpretations and announcements on interpretations endorsed and effected by the Financial Supervisory Commission of the Republic of China.
Basis for opinion
We were engaged to conduct our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for 2025. 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.
The key audit matters of the Group's 2025 consolidated financial statements are as below:
Evaluations of the loss allowance for accounts receivable
Description of key audit matters
For the accounting policy of accounts receivable, please refer to Note 4(10) of the Consolidated Financial Statement; for the uncertainties of accounting estimates and
assumptions for the assessed loss allowance of accounts receivable, please refer to Note 5(2) of the Consolidated Financial Statement; for the description of accounts for accounts receivable, please refer to Note 6(4) of the Consolidated Financial Statement.
The Group manages the payment collection and overdue accounts, while assuming the related credit risks. The management regularly evaluates the credit quality and payment status of customers, and adjusts the credit policy for customers in a timely manner. In addition, the assessment for the impairment of accounts receivable is based on the relevant provisions of the International Financial Reporting Standard 9 “Financial Instruments,” using a simplified method of assessment the expected credit loss; the management authority establishes the expected loss rate based on the overdue period of the customer in the history as of the Statement of Financial Position date, and various factors that may affect the customer’s solvency such as financial position and economic conditions, while incorporating the future forward-looking information.
Because the amount of accounts receivable of the Group is relatively large, and the assessment process of loss allowance involves the judgment of the management; therefore, we listed the assessment of loss allowance of accounts receivable as one of the most important matters in the audit.
Responding audit procedures
The responding audit procedures we adopted for the aforesaid key audit matters are as below:
- Understand the Group’s customer credit status, credit quality and provision policy for loss allowance of accounts receivable.
- Test the changes in the aging of accounts receivable, inspect the relevant supporting documents of the dates of accounts receivable, and confirm the classification of the aging period.
- Obtain and review the relevant information provided by the management, and refer to the ratio of providing loss allowance by referring to the historical loss occurrence rate in the past years while considering future forward-looking information.
- Recalculate the loss allowance that shall be provided based on the ratio of providing loss allowance.
Valuation of inventories
Description of key audit matters
For the accounting policy of inventory valuation, please refer to Note 4(13) of the Consolidated Financial Statements; for the uncertainties of accounting estimates and assumptions for the inventory valuation, please refer to Note 5(2) of the Consolidated Financial Statements; for the description of accounts for inventory, please refer to Note 6(5) of the Consolidated Financial Statements.
The major revenue of the Group is processing, manufacturing, and sales of point of sales (POS), and the inventory valuation is subject to the changes of inventory values due to technology changes, environmental changes, and sales conditions. The Group adopts the judgements to estimate the net realizable value of inventory, to identify the net realizable
-31-
value one by one, to compare with the costs for which one is lower, while supplementing the usable status of long-duration inventory individually, to provide the valuation loss.
Since the amount of inventory of the Group is relatively large, and the inventory valuation process involves the judgment of the management; therefore, we listed the valuation of the inventory in one of the most important matters in the audit.
Responding audit procedures
The responding audit procedures we implemented for the aforesaid key audit matters are as below:
- Obtain the inventory valuation policy, evaluate its provision policy, and confirm the adoption of the inventory valuation policy during the financial statement period.
- Conduct the on-site inventory inspection at the end of the period to identify whether there are obsolete, damaged or unmarketable inventories.
- Obtain the inventory age report, perform the inventory age test, randomly sample the material number in the inventories to inspect the inventory change record, confirm the classification of the inventory age range, and evaluate the impact on the inventory value.
- Obtain the net realizable value statement of the inventory, confirm the calculation logic, and randomly sample and test the relevant data against the relevant evaluation documents, and compare the cost and the net realizable value one by one for the lower after the recalculation.
Other matters – parent-only financial statements
We have also audited the parent-only financial statements of Castles Technology Co., Ltd. For 2025 and 2024, and issued an unqualified opinion for reference.
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 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 of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, (including 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 auditing standards in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error. 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 auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
- Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Group to cease to continue as a going concern.
- Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation. Obtain sufficient and appropriate audit evidence regarding the financial information of 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.
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We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the governance unit, we determined the key audit matters of the consolidated financial statements for 2025. 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.
PwC Taiwan
Jenny Yeh
CPA
Bill Yu


Former Securities and Futures Bureau of Financial
Supervisory Commission, Executive Yuan
Approval No. of Attestation: Jin-Guan-Zheng-Liu-Zi
No.0960058737
Financial Supervisory Commission
Approval No. of Attestation: Jin-Guan-Zheng-Shen-Zi
No.1110349013
March 10, 2026
C
Est. 2024
Est. 2024 Its Subsidiaries
Consolidated Financial Statements
December 31, 2023 - 31, 2024
Unit: NTD thousand
| Assets | Note | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| Current assets | ||||||
| 1100 | Cash and cash equivalents | 6(1) | $ 2,236,358 | 23 | $ 1,688,336 | 20 |
| 1136 | Financial assets measured at amortized cost – current | 6(1) and 8 | ||||
| 257,322 | 3 | 285,185 | 4 | |||
| 1150 | Notes receivable | 6(4) | 3,614 | - | 2,706 | - |
| 1170 | Accounts receivable, net | 6(4) | 2,943,929 | 31 | 2,521,429 | 30 |
| 1200 | Other receivables | 63,225 | 1 | 31,068 | 1 | |
| 1220 | Income tax assets of the period | 32,255 | - | 19,191 | - | |
| 130X | Inventories | 6(5) | 2,348,198 | 24 | 2,275,269 | 27 |
| 1410 | Prepayments | 198,158 | 2 | 173,031 | 2 | |
| 11XX | Total Current Assets | 8,083,059 | 84 | 6,996,215 | 84 | |
| Non-current assets | ||||||
| 1510 | Financial assets at FVTPL – non-current | 6(2) | ||||
| 140,925 | 1 | 41,754 | 1 | |||
| 1517 | Financial assets at FVOCI – non-current | 6(3) | ||||
| 9,465 | - | 9,465 | - | |||
| 1535 | Financial assets measured at amortized cost – non-current | 6(1) and 8 | ||||
| 2,448 | - | 2,412 | - | |||
| 1600 | Property, plant and equipment | 6(6) and 8 | 458,756 | 5 | 432,858 | 5 |
| 1755 | Right-of-use assets | 6(7) | 159,828 | 2 | 164,021 | 2 |
| 1780 | Intangible assets | 6(8) | 278,803 | 3 | 285,537 | 3 |
| 1840 | Deferred income tax assets | 6(25) | 304,017 | 3 | 258,049 | 3 |
| 1920 | Refundable deposit | 25,095 | - | 21,059 | - | |
| 1990 | Other non-current assets – others | 6(4) | 188,062 | 2 | 134,204 | 2 |
| 15XX | Total Non-current Assets | 1,567,399 | 16 | 1,349,359 | 16 | |
| 1XXX | Total Assets | $ 9,650,458 | 100 | $ 8,345,574 | 100 |
(Continued in the next page)
Castles Technology & Technology Its Subsidiaries
Consolidated and Respect
December 31, 2024
Unit: NTD thousand
| Liabilities and Equity | Note | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| Current liabilities | ||||||
| 2100 | Short-term loans | 6(10) | $ 1,557,000 | 16 | $ 1,282,000 | 15 |
| 2130 | Contract liabilities – current | 6(18) | 75,623 | 1 | 91,177 | 1 |
| 2150 | Notes payable | - | - | 1,233 | - | |
| 2170 | Accounts payable | 1,936,610 | 20 | 1,270,192 | 15 | |
| 2200 | Other payables | 6(11) | 638,853 | 7 | 576,745 | 7 |
| 2230 | Income tax liabilities of the period | 199,535 | 2 | 127,502 | 2 | |
| 2250 | Liability reserves – current | 26,170 | - | 43,530 | - | |
| 2280 | Lease liabilities – current | 46,373 | - | 43,333 | 1 | |
| 2320 | Long-term liabilities due in one year | 6(12) | ||||
| or one business cycle | 15,988 | - | 7,994 | - | ||
| 2365 | Current refund liabilities | 6(18) | 57,536 | 1 | - | - |
| 2399 | Other current liabilities – others | 7,913 | - | 5,307 | - | |
| 21XX | Total Current Liabilities | 4,561,601 | 47 | 3,449,013 | 41 | |
| Non-current liabilities | ||||||
| 2540 | Long-term loans | 6(12) | 135,898 | 2 | 151,886 | 2 |
| 2550 | Liability reserves – non-current | 29,387 | - | 31,043 | - | |
| 2570 | Deferred income tax liabilities: | 6(25) | 95,332 | 1 | 82,643 | 1 |
| 2580 | Lease liabilities – non-current | 122,276 | 1 | 127,230 | 2 | |
| 2645 | Deposits received | 1,629 | - | 1,535 | - | |
| 2670 | Other non-current liabilities – others | 6(13) | 15,322 | - | 16,160 | - |
| 25XX | Total Non-current Liabilities | 399,844 | 4 | 410,497 | 5 | |
| 2XXX | Total Liabilities | 4,961,445 | 51 | 3,859,510 | 46 | |
| Equity attributable to shareholders of the parent company | ||||||
| Share capital | 6(15) | |||||
| 3110 | Share capital - common stock | 1,103,649 | 11 | 1,103,649 | 13 | |
| Capital surplus | 6(16) | |||||
| 3200 | Capital surplus | 806,038 | 8 | 760,713 | 9 | |
| Retained earnings | 6(17) | |||||
| 3310 | Legal reserve | 336,651 | 4 | 266,981 | 3 | |
| 3350 | Unappropriated retained earnings | 2,293,487 | 24 | 2,173,559 | 26 | |
| Other equity interests | ||||||
| 3400 | Other equity interests | 75,167 | 1 | 53,844 | 1 | |
| 3500 | Treasury shares | 6(15) | ( 49,913) | - | ( 18,051) | - |
| 31XX | Total Equity Attributable To Owners Of The Parent Company | 4,565,079 | 48 | 4,340,695 | 52 |
The accompanying notes are an integral part of the consolidated financial statements; please read together.
Chairperson: Hua-Hsi Hsin
华
Managerial Officer: Hung-Chun Lin
简
Accounting Supervisor: Yuen-Chung Hung
文
华
Castles Technology & Technology Its Subsidiaries
Consolidated Balance Sheet
December 31, 2024 - 1st April 2024
Unit: NTD thousand
| 36XX | Non-controlling interest | 123,934 | 1 | 145,369 | 2 |
|---|---|---|---|---|---|
| 3XXX | Total Equity | 4,689,013 | 49 | 4,486,064 | 54 |
| Significant contingent liabilities and unrecognized contract commitments | IX. | ||||
| Significant Events After Balance Sheet XI. | |||||
| Date | |||||
| 3X2X | Total Liabilities and Equity | $ 9,650,458 | 100 | $ 8,345,574 | 100 |
The accompanying notes are an integral part of the consolidated financial statements; please read together.
Chairperson: Hua-Hsi Hsin
華立
施千
Managerial Officer: Hung-Chun Lin
陳甘
Accounting Supervisor: Yuen-Chung Hung
朱淑
申冼
Castles Technology & Technology Its Subsidiaries
Consolidated and Sheet
December 31, 2024
Unit: NTD thousand
| Item | Note | 2025 | 2024 | |||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| 4000 | Operating revenue | 6(18) | $ 7,861,643 | 100 | $ 7,825,651 | 100 |
| 5000 | Operating costs | 6(5) and (23) | ( 5,116,931) | ( 65) | ( 5,230,753) | ( 67) |
| 5950 | Gross operating profit, net | 2,744,712 | 35 | 2,594,898 | 33 | |
| Operating expenses | 6(23) | |||||
| 6100 | Selling expenses | ( 564,487) | ( 7) | ( 520,877) | ( 7) | |
| 6200 | General and administrative expenses | ( 606,656) | ( 8) | ( 518,301) | ( 7) | |
| 6300 | Research and development expenses | ( 824,339) | ( 11) | ( 825,999) | ( 10) | |
| 6450 | Expected credit (loss) profit | 12(2) | ( 113,555) | ( 1) | 36,345 | 1 |
| 6000 | Total operating expenses | ( 2,109,037) | ( 27) | ( 1,828,832) | ( 23) | |
| 6900 | Operating profit | 635,675 | 8 | 766,066 | 10 | |
| Non-operating income/expenses | ||||||
| 7100 | Interest income | 6 (19) | 40,343 | 1 | 44,416 | 1 |
| 7010 | Other income | 6(20) | 36,915 | - | 40,292 | - |
| 7020 | Other gains and losses | 6(21) | 49,888 | 1 | 179,011 | 2 |
| 7050 | Finance cost | 6(22) | ( 39,997) | ( 1) | ( 30,978) | - |
| 7000 | Total non-operating income and expenses | 87,149 | 1 | 232,741 | 3 | |
| 7900 | Profit before income tax | 722,824 | 9 | 998,807 | 13 | |
| 7950 | Income tax expenses | 6(25) | ( 230,829) | ( 3) | ( 281,411) | ( 4) |
| 8200 | Profit for the year | $ 491,995 | 6 | $ 717,396 | 9 | |
| Other Comprehensive Income (Net) | ||||||
| 8311 | Remeasurement of defined benefit programs | 6(13) | $ 857 | - | $ 1,893 | - |
| 8349 | Income taxes related to the items not re-classified | 6(25) | ( 171) | - | ( 379) | - |
| Items That May Be Reclassified Subsequently to Profit or Loss | ||||||
| 8361 | Financial statements translation differences of foreign operations | 17,207 | - | 48,491 | 1 | |
| 8360 | Total of items that may be reclassified subsequently to profit or loss | 17,207 | - | 48,491 | 1 | |
| 8300 | Other Comprehensive Income (Net) | $ 17,893 | - | $ 50,005 | 1 | |
| 8500 | Total comprehensive income for the year | $ 509,888 | 6 | $ 767,401 | 10 | |
| Net profit (loss) attributable to: | ||||||
| 8610 | Owners of the parent | $ 464,824 | 6 | $ 695,182 | 9 | |
| 8620 | Non-controlling interest | 27,171 | - | 22,214 | - | |
| Current net profit (loss) | $ 491,995 | 6 | $ 717,396 | 9 | ||
| Total comprehensive income attributable to: | ||||||
| 8710 | Owners of the parent | $ 486,833 | 6 | $ 735,565 | 10 | |
| 8720 | Non-controlling interest | 23,055 | - | 31,836 | - |
The accompanying notes are an integral part of the consolidated financial statements; please read together.
Chairperson: Hua-Hsi Hsin
华
Managerial Officer: Hung-Chun Lin
Accounting Supervisor: Yuen-Chung Hung
华
Castles Technology & Technology Its Subsidiaries
Consolidated Investment
December 31, 2024 to 31, 2024
Unit: NTD thousand
| Total comprehensive income for the period | $ 509,888 | 6 | $ 767,401 | 10 | |
|---|---|---|---|---|---|
| 9750 | Basic earnings per share | 6(26) | |||
| Profit for the year | $ | 4.23 | $ | 6.35 | |
| 9850 | Diluted earnings per share | 6(26) | |||
| Profit for the year | $ | 4.20 | $ | 6.29 |
The accompanying notes are an integral part of the consolidated financial statements; please read together.
Chairperson: Hua-Hsi Hsin
Managerial Officer: Hung-Chun Lin
Accounting Supervisor: Yuen-Chung Hung
~39~
C
Unit: NTD thousand
Equity attributable to shareholders of the parent company
| Note | Share capital - common stock | Capital surplus | Retained earnings | Other equity interests | Treasury shares | Total | Non-controlling interests | Total equity | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Legal reserve | Special reserve | Unappropriated retained earnings | Financial statements translation differences of foreign operations | |||||||||
| 2024 | ||||||||||||
| Balance as of January 1, 2024 | $ 1,048,438 | $ - | $ 723,888 | $ 177,062 | $ 1,743,705 | $ 14,975 | ($ 18,051) | $ 3,690,017 | $ 135,574 | $ 3,825,591 | ||
| Profit for the year | - | - | - | - | 695,182 | - | - | 695,182 | 22,214 | 717,396 | ||
| Total other comprehensive income for the period | - | - | - | - | 1,514 | 38,869 | - | 40,383 | 9,622 | 50,005 | ||
| Total comprehensive income for the period | - | - | - | - | 696,696 | 38,869 | - | 735,565 | 31,836 | 767,401 | ||
| Earning allocation and distribution for 2023 | 6(17) | |||||||||||
| Provided for statutory reserves | - | - | - | 89,919 | ( 89,919 ) | - | - | - | - | - | ||
| Cash dividends | - | - | - | - | ( 124,887 ) | - | - | ( 124,887 ) | - | ( 124,887 ) | ||
| Share dividend | 52,036 | - | - | - | ( 52,036 ) | - | - | - | - | - | ||
| Capital increase from remuneration to employees | 6(15) | 3,175 | - | 36,825 | - | - | - | - | 40,000 | - | 40,000 | |
| Dividends distributed by subsidiaries | - | - | - | - | - | - | - | - | ( 22,041 ) | ( 22,041 ) | ||
| Balance as of December 31, 2024 | $ 1,103,649 | $ - | $ 760,713 | $ 266,981 | $ 2,173,559 | $ 53,844 | ($ 18,051 ) | $ 4,340,695 | $ 145,369 | $ 4,486,064 | ||
| 2025 | ||||||||||||
| Balance as of January 1, 2025 | $ 1,103,649 | $ - | $ 760,713 | $ 266,981 | $ 2,173,559 | $ 53,844 | ($ 18,051 ) | $ 4,340,695 | $ 145,369 | $ 4,486,064 | ||
| Profit for the year | - | - | - | - | 464,824 | - | - | 464,824 | 27,171 | 491,995 | ||
| Total other comprehensive income for the period | - | - | - | - | 686 | 21,323 | - | 22,009 | ( 4,116 ) | 17,893 | ||
| Total comprehensive income for the period | - | - | - | - | 465,510 | 21,323 | - | 486,833 | 23,055 | 509,888 | ||
| Earning allocation and distribution for 2024 | 6(17) | |||||||||||
| Provided for statutory reserves | - | - | - | 69,670 | ( 69,670 ) | - | - | - | - | - | ||
| Cash dividends | - | - | - | - | ( 275,912 ) | - | - | ( 275,912 ) | - | ( 275,912 ) | ||
| Cost of transferring treasury stock to employees | 6(14) | - | - | 47,694 | - | - | - | - | 47,694 | - | 47,694 |
The accompanying notes are an integral part of the consolidated financial statements; please read together.
Chairperson: Hua-Hsi Hsin
华
Managerial Officer: Hung-Chun Lin
Accounting Supervisor: Yuen-Chung Hung
华
Cantles, Taubmans, & Co. of the Subsidiaries
Consolidated Statements of the 1st Century in Equity
January 19, 2024 and 2024
Unit: NTD thousand
Equity attributable to shareholders of the parent company
| Note | Share capital - common stock | Capital surplus | Retained earnings | Other equity interests | Treasury shares | Total | Non-controlling interest | Total equity | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Legal reserve | Special reserve | Unappropriated retained earnings | Financial statements translation differences of foreign operations | |||||||||
| as remuneration | ||||||||||||
| Transfer of treasury shares to employees | 6(15) | - | - | ( 2,369 ) | - | - | - | 18,051 | 15,682 | - | 15,682 | |
| Repurchase of treasury shares | 6(15) | - | - | - | - | - | - | ( 49,913 ) | ( 49,913 ) | - | ( 49,913 ) | |
| Dividends distributed by subsidiaries | - | - | - | - | - | - | - | - | ( 44,493 ) | ( 44,493 ) | ||
| Increase in non-controlling equity – cash capital increase by a subsidiary | - | - | - | - | - | - | - | - | 3 | 3 | ||
| Balance as of December 31, 2025 | $ 1,103,649 | $ - | $ 806,038 | $ 336,651 | $ 2,293,487 | $ 75,167 | ($ 49,913 ) | $ 4,565,079 | $ 123,934 | $ 4,689,013 |
The accompanying notes are an integral part of the consolidated financial statements; please read together.
Chairperson: Hua-Hsi Hsin
^{}[]
Managerial Officer: Hung-Chun Lin
^{}[]
Accounting Supervisor: Yuen-Chung Hung
华
Castles Technology Co., Ltd. and Its Subsidiaries
Consolidated Cash Flow Statement
January 1 to December 31, 2025 and 2024
Unit: NTD thousand
| Note | 2025 | 2024 | |
|---|---|---|---|
| Cash flow from operating activities | |||
| Profit before tax for the period | $ 722,824 | $ 998,807 | |
| Adjustments | |||
| Income/expenses items | |||
| Depreciation expense of property, plant and equipment | 6(23) | 79,451 | 80,239 |
| Amortized expenses of the right-of-use assets | 6(23) | 49,509 | 46,308 |
| Amortization expenses of intangible assets | 6(23) | 27,901 | 24,645 |
| Amortization expenses of other non-current assets | 6(23) | 14,072 | 7,808 |
| Expected credit impairment (incomes) losses | 12(2) | 113,555 | ( 36,345 ) |
| Goodwill impairment losses | 6(21) | 55,000 | - |
| Interest expense | 6(22) | 39,997 | 30,978 |
| Interest income | 6 (19) | ( 40,343 ) | ( 44,416 ) |
| Dividend income | 6(20) | ( 29,625 ) | ( 26,600 ) |
| Loss (gains) on lease modification | 6(21) | - | ( 1,417 ) |
| Cost of share-based payment | 6(14) | 47,694 | - |
| Loss (income) from disposal of property, plant and equipment | 6(21) | 168 | ( 5,312 ) |
| Impairment loss of property, plant and equipment | 6(21) | 231 | - |
| Loss (gain) from disposal of intangible assets | 6(21) | 2,537 | - |
| Financial assets at FVTPL – net loss (income) | 6(21) | ( 99,091 ) | ( 12,050 ) |
| Changes in operating assets and liabilities | |||
| Net changes in assets related to operating activities | |||
| Notes receivable | ( 908 ) | 5,150 | |
| Accounts receivable, net | ( 543,103 ) | ( 496,233 ) | |
| Other receivables | ( 33,064 ) | 34,101 | |
| Inventories | ( 117,966 ) | ( 459,943 ) | |
| Prepayments | ( 61,174 ) | ( 84,638 ) | |
| Other non-current assets | ( 26,125 ) | ( 131 ) | |
| Net changes in liabilities related to operating activities | |||
| Contract liabilities – current | ( 15,554 ) | ( 10,304 ) | |
| Notes payable | ( 1,233 ) | 1,133 | |
| Accounts payable | 666,418 | 178,950 | |
| Other payables | 58,480 | 69,145 | |
| Current refund liabilities | 57,536 | - | |
| Liability reserve | ( 19,016 ) | 55,529 | |
| Other current liabilities | 2,606 | 1,641 | |
| Net defined benefit liabilities | 19 | 37 | |
| Other non-current liabilities – others | - | ( 78 ) | |
| Cash inflow from operations | 950,796 | 357,004 | |
| Interest received | 41,250 | 43,890 | |
| Dividend received | 29,625 | 26,600 | |
| Interest paid | ( 36,369 ) | ( 31,206 ) | |
| Income tax paid | ( 205,094 ) | ( 407,643 ) | |
| Net cash inflow (outflow) from operating activities | 780,208 | ( 11,355 ) |
(Continued in the next page)
Castles Technology Co., Ltd. and Its Subsidiaries
Consolidated Cash Flow Statement
January 1 to December 31, 2025 and 2024
Unit: NTD thousand
| Note | 2025 | 2024 | |
|---|---|---|---|
| Cash flow from investing activities | |||
| Financial assets measured at amortized cost | |||
| (increased) decreased | $ 27,827 | ($ 157,845) | |
| Financial assets at FVOCI – non-current | 6(3) | - | ( 9,465) |
| Acquisition of property, plant and equipment | 6(6) | ( 56,588) | ( 46,139) |
| Disposal of property, plant and equipment | 51 | 13,859 | |
| Refundable deposit (increase) | ( 15,349) | ( 15,223) | |
| Refundable deposit decrease | 11,751 | 10,589 | |
| Acquisition of intangible assets | ( 78,508) | ( 442) | |
| Prepayment of equipment (increase) | ( 11,165) | ( 6,159) | |
| Acquisition of subsidiaries (less the cash received) | 6(27) | - | ( 220,253) |
| Net cash outflow from investing activities | ( 121,981) | ( 431,078) | |
| Cash flow from financing activities | |||
| Proceeds from short-term borrowings | 6(28) | 8,027,000 | 7,195,898 |
| Repayment of short-term borrowings | 6(28) | ( 7,752,000) | ( 6,675,898) |
| Proceeds from long-term debt | 6(28) | - | 159,880 |
| Repayment of long-term debt | 6(28) | ( 7,994) | ( 295,380) |
| Increase in deposits received | 6(28) | 1,445 | 973 |
| Guarantee deposits (decrease) | 6(28) | ( 1,377) | ( 42) |
| Repayment of principal for lease liabilities | 6(28) | ( 47,220) | ( 43,499) |
| Dividends distributed by subsidiaries | ( 44,493) | ( 22,041) | |
| Employee purchase of treasury shares | 15,682 | - | |
| Cost of repurchase of treasury shares | 6(15) | ( 49,913) | - |
| Increase in non-controlling equity – cash capital increase by a subsidiary | 3 | - | |
| Payment of cash dividends | 6(16) | ( 275,912) | ( 124,887) |
| Net cash (outflow) inflow from financing activities | ( 134,779) | 195,004 | |
| Effects of changes in foreign exchange rates | 24,574 | 49,095 | |
| Increase (decrease) in cash and cash equivalents for the period | 548,022 | ( 198,334) | |
| Cash and cash equivalents at beginning of year | 1,688,336 | 1,886,670 | |
| Cash and cash equivalents at end of year | $ 2,236,358 | $ 1,688,336 |
The accompanying notes are an integral part of the consolidated financial statements; please read together.
Chairperson: Hua-Hsi Hsin
Managerial Officer: Hung-Chun Lin
Accounting Supervisor: Yuen-Chung Hung
火业
Attachment VI
Castles Technology Co., Ltd.
2025 Earnings Distribution Table
Unit: In New Taiwan Dollars
| Item | Amount | Explanation |
|---|---|---|
| Beginning unappropriated retained earnings | 1,827,977,057 | (1) |
| Adjustment to retained earnings | 685,835 | (2) |
| Add: Net income after tax for 2025 | 464,824,418 | |
| Unappropriated retained earnings after adjustment | 2,293,487,310 | |
| Less: Appropriation of 10% for legal reserve | ( 46,551,025) | |
| Add: Reversal of special reserve | - | |
| Total earnings available for distribution in the current period | 2,246,936,285 | |
| Distribution items: | ||
| Shareholders' dividends - cash (NT$1 per share) | ( 109,578,894) | (3) |
| Ending unappropriated retained earnings | 2,137,357,391 |
Chairperson: Hua-Hsi Hsin

Managerial Officer: Hung-Chun Lin

Accounting Supervisor: Yun-Chung Hung
Explanation:
(1) These are the retained earnings after the 2024 earnings distribution approved by the shareholders' meeting in 2025.
(2) The retained earnings were adjusted due to accounting treatment of actuarial valuation of pension funds.
(3) Earnings of 2025 will be prioritized for earnings distribution.
Attachment VII
Castles Technology Co., Ltd.
Comparison Table of the "Articles of Incorporation" Before and After Revision
| Article | Article before revision | Article after revision | Explanation for revision |
|---|---|---|---|
| Article 2 | The business of the Company shall be as follows: | ||
| I. I301010 Information Software Services | |||
| II. I501010 Product Designing | |||
| III. F113070 Wholesale of Telecommunication Apparatus | |||
| IV. F119010 Wholesale of Electronic Materials | |||
| V. F213060 Retail Sale of Telecommunication Apparatus | |||
| VI. F401010 International Trade | |||
| VII. F401021 Controlled Telecommunications Radio-Frequency Devices and Materials Import | |||
| VIII. CC01080 Electronics Components Manufacturing | |||
| IX. CC01101 Controlled Telecommunications Radio-Frequency Devices and Materials Manufacturing | |||
| X. CC01110 Computer and Peripheral Equipment Manufacturing | |||
| XI. E605010 Computer Equipment Installation | |||
| XII. F113050 Wholesale of Computers and Clerical Machinery Equipment | |||
| XIII. F118010 Wholesale of Computer Software | |||
| XIV. J304010 Book Publishing | |||
| XV. JA02010 Electric Appliance and Electronic Products Repair | |||
| XVI. ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval. | The business of the Company shall be as follows: | ||
| I. I301010 Information Software Services | |||
| II. I501010 Product Designing | |||
| III. F113070 Wholesale of Telecommunication Apparatus | |||
| IV. F119010 Wholesale of Electronic Materials | |||
| V. F213060 Retail Sale of Telecommunication Apparatus | |||
| VI. F401010 International Trade | |||
| VII. F401021 Controlled Telecommunications Radio-Frequency Devices and Materials Import | |||
| VIII. CC01080 Electronics Components Manufacturing | |||
| IX. CC01101 Controlled Telecommunications Radio-Frequency Devices and Materials Manufacturing | |||
| X. CC01110 Computer and Peripheral Equipment Manufacturing | |||
| XI. E605010 Computer Equipment Installation | |||
| XII. F113050 Wholesale of Computers and Clerical Machinery Equipment | |||
| XIII. F118010 Wholesale of Computer Software | |||
| XIV. J304010 Book Publishing | |||
| XV. JA02010 Electric Appliance and Electronic Products Repair | |||
| XVI. IZ99990 Other Industrial and Commercial Services. | |||
| XVII. ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special | This is to be handled to support the Company's operations. |
| Article | Article before revision | Article after revision | Explanation for revision |
|---|---|---|---|
| approval. | |||
| Article 29 | The Articles of Incorporation were established on February 13, 1993. | ||
| The first amendment was made on January 8, 2001. | |||
| (Omitted) | |||
| The twenty-third amendment was made on June 17, 2025. | The Articles of Incorporation were established on February 13, 1993. | ||
| The first amendment was made on January 8, 2001. | |||
| (Omitted) | |||
| The twenty-third amendment was made on June 17, 2025. | |||
| The twenty-fourth amendment was made on May 26, 2026. | The date and number of amendment were added. |
~46~
Attachment VIII
Castles Technology Co., Ltd.
Comparison Table of the Provisions of the "Operational Procedures for Loaning of Funds and Making of Endorsements/Guarantees" Before and After Amendment
| Article | Article before revision | Article after revision | Explanation for revision |
|---|---|---|---|
| Article 3 | Entities to which funds may be loaned | ||
| The Company may, in accordance with Article 15 of the Company Act, lend funds to companies that directly or indirectly hold 100% of the Company’s voting shares in the following circumstances. | |||
| I. Companies or firms with business dealings with the Company. | |||
| II. Companies or firms that require short-term financing. | |||
| Short-Term as defined in the preceding paragraph means one year. | |||
| The lending of funds between foreign companies that the Company directly and indirectly holds 100% of the voting shares in, or the lending of funds to the Company from such foreign companies, is not subject to the restrictions in item 2, paragraph 1. The amount and duration of financing determined under the operating procedures established pursuant to Article 9 shall be comparable to those of the Company. | Entities to which funds may be loaned | ||
| The Company may, pursuant to Article 15 of the Company Act, lend loans of funds to parent and subsidiary companies included in the Company’s consolidated financial statements under the following circumstances. | |||
| I. Companies or firms with business dealings with the Company. | |||
| II. Companies or firms that require short-term financing. | |||
| Short-Term as defined in the preceding paragraph means one year. | |||
| The lending of funds between parent and subsidiary companies included in the consolidated financial statements is not subject to the restrictions in item 2, paragraph 1. The amount and duration of financing determined under the operating procedures established pursuant to Article 9 shall be comparable to those of the Company. | This provision is amended to meet the Company's operational needs. | ||
| Article 5 | Entities eligible for which endorsements/guarantees may be provided: | ||
| The Company may provide endorsements and guarantees for companies in which it directly and indirectly holds 100% of the voting shares. | Entities eligible for which endorsements/guarantees may be provided: | ||
| The Company may provide endorsements and guarantees for the parent and subsidiary companies of the Group included in the consolidated financial statements. | |||
| Entities eligible for which endorsements/guarantees may be provided: | |||
| The Company may provide endorsements and guarantees for |
| Article | Article before revision | Article after revision | Explanation for revision |
|---|---|---|---|
| companies in which it directly and indirectly holds 100% of the voting shares. | |||
| Article 10 | Evaluation Criteria for Loaning of Funds to Others | ||
| For entities that the Company lend funds due to business dealings, the lending amount should be based on actual transactions and be equivalent to the higher of the Company’s purchases or sales amount with the borrower in the most recent fiscal year up to the time of the lending. | |||
| The circumstances under which short-term financing requires lending of funds, but are limited to the following: | |||
| I. Due to the purpose of repaying bank loans, purchasing equipment, or meeting working capital needs of entities in which the Company directly or indirectly holds 100% of their voting shares. | |||
| II. Due to the needs of reinvestment of entities in which the Company directly or indirectly holds 100% of their voting shares, and the reinvestment is beneficial to the Company’s future business development. | Evaluation Criteria for Loaning of Funds to Others | ||
| For entities that the Company lend funds due to business dealings, the lending amount should be based on actual transactions and be equivalent to the higher of the Company’s purchases or sales amount with the borrower in the most recent fiscal year up to the time of the lending. | |||
| The circumstances under which short-term financing requires lending of funds, but are limited to the following: | |||
| I. The parent and subsidiary companies of the Group included in the consolidated statements borrow money from banks, purchase equipment, or have working capital needs. | |||
| II. Due to the needs of reinvestment of the Company’s parent and subsidiary companies included in the consolidated financial statements, and these reinvestments are beneficial to the Company’s future business development. |
~48~
Appendix I
Castles Technology Co., Ltd.
Articles of Incorporation
Chapter I General Provisions
Article 1 The Company shall be incorporated under the Company Act, and its name shall be 紅堡科技股份有限公司 in the Chinese language, and Castles Technology Co., Ltd. in the English language.
Article 2 The business of the Company shall be as follows:
I. I301010 Information Software Services
II. I501010 Product Designing
III. F113070 Wholesale of Telecommunication Apparatus
IV. F119010 Wholesale of Electronic Materials
V. F213060 Retail Sale of Telecommunication Apparatus
VI. F401010 International Trade
VII. F401021 Controlled Telecommunications Radio-Frequency Devices and Materials Import
VIII. CC01080 Electronics Components Manufacturing
IX. CC01101 Controlled Telecommunications Radio-Frequency Devices and Materials Manufacturing
X. CC01110 Computer and Peripheral Equipment Manufacturing
XI. E605010 Computer Equipment Installation
XII. F113050 Wholesale of Computers and Clerical Machinery Equipment
XIII. F118010 Wholesale of Computer Software
XIV. J304010 Book Publishing
XV. JA02010 Electric Appliance and Electronic Products Repair
XVI. ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.
Article 3 The Company established its headquarter in New Taipei City, Taiwan. The Company may, if necessary, establish domestic and overseas branches upon resolution of the board of directors.
Article 4 Public announcements of the Company shall be made in accordance with Article 28 of the Company Act and other relevant laws and regulations.
Chapter II Capital Stock
Article 5 The total capital stock of the Company shall be in the amount of NT$1,600,000,000, divided into 160,000,000 shares. The shares are issued at NT$10 each. The Board of Directors is authorized to issue the unissued shares in installments depending on the circumstances.
A total of NT$60,000,000 of the above total capital stock shall be reserved for issuing employee stock options for a total of 6,000,000 shares at NT$10 per share. The Company may authorize Board of Directors to issue the shares in installment in accordance with laws and regulations.
Article 6 If the Company wishes to cancel the public issuance of the shares it has issued, it shall apply for the approval of the shareholders' meeting. The resolution shall be performed in accordance with Article 156 of Company Act. This article shall not be changed during the ESM period and listed (OTC) period.
Article 7 The Company may make outward reinvestment where business needs exist, and may be a limited liability shareholder of other companies through the resolution of the board of directors. The total amount of the Company’s reinvestment is subject to the restriction of not more than 40% of the Company’s paid-up capital provided in Article 13 of the Company Act.
Article 8 The Company may make endorsements and guarantees where business needs exist.
Article 9 The share certificates of the Company shall all be name-bearing, affixed with the signatures or personal seals of the directors representing the Company, and duly certified or authenticated by the bank which is competent to certify shares under the law. The Company may be exempted from printing share certificates for the shares issued after the public issuance of its shares, but shall register the issued shares with a centralized securities depository enterprise. The same procedure shall be followed when issuing other securities.
Shares issued in accordance with the provision of the preceding paragraph shall be registered with a centralized securities depository enterprise and follow the regulations of that enterprise.
Article 10 The entries in the shareholders’ roster shall not be altered within the period provided in Article 165 of the Company Act.
After the initial public offering, the Company shall conduct the administration of shareholder services in accordance with the Company Act and the Regulations Governing the Administration of Shareholder Services of Public Companies promulgated by the competent authority.
Chapter III Shareholders’ Meeting
Article 11 There are two types of shareholders’ meetings, general shareholders’ meetings and extraordinary shareholders’ meetings. General shareholders’ meetings shall be convened once a year by the Board of Directors within six months after the end of the accounting year, and extraordinary shareholders’ meetings shall be convened in accordance with the law if necessary.
Written notices of the date and place of a general shareholders’ meeting and the reason for convention shall be sent to all shareholders and published at least 20 days in advance in case of regular meetings and at least 10 days before the meeting. The notice may be given by of electronic means after obtaining the prior consent from the recipients. For shareholders holding less than one thousand shares, a public notice of the written notice set forth in the preceding paragraph may be made instead.
After the initial public offering, the written notice set forth in the preceding paragraph shall be made at least 30 days in advance in case of regular meetings and at least 15 days in advance in case of special meetings.
Article 11-1 The Company’s shareholders’ meeting may be held by means of visual communication network or other methods promulgated by the Ministry of Economic Affairs.
Article 12 Shareholders who are unable to attend the shareholders’ meeting for any reason may appoint a proxy to attend the shareholders’ meeting on their behalf by providing the proxy form issued by the Company, stating the scope of the proxy’s authorization and affixing their signatures or personal seals.
After the initial public offering, in addition to the provisions of the preceding paragraph, the proxies for attendance at the shareholders’ meeting shall also follow the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies promulgated by the competent authority.
Article 13 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
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the Company Act.
During the listed (OTC) period of the Company, voting by way of electronic transmission shall be included as one of the ways for shareholders to exercise their voting power.
Article 14 Unless provided in the Company Act, a shareholders’ meeting may be held if attended by shareholders representing more than one half of the total issued and outstanding capital shares of the Company, and resolutions shall be adopted at the meeting with the approval of a majority of the votes held by the shareholders present at the meeting. The resolutions of the shareholders’ meeting shall be recorded in the minutes, and they shall comply with the provisions of Article 183 of the Company Act.
Chapter IV Directors and Audit Committee
Article 15 The Company shall have seven directors, whose term shall be three years. Directors shall be elected by adopting the candidate nomination system. They shall be elected from the candidate list at the shareholders’ meeting, and they shall be eligible for re-election. The board of directors shall be organized by the directors. The directors shall elect from among themselves a chairperson, by a majority in a meeting attended by over two thirds of the directors, to represent the Company externally.
Article 16 Among the number of directors in the preceding article, there shall be three independent directors. The matters regarding the professional qualifications, shareholding ratio, restrictions on concurrent positions, nomination and appointment methods of the independent directors shall be conducted in accordance with the regulations of the competent authority in charge of securities.
Article 16-1 In accordance with Article 14-4 of the Securities and Exchange Act, the Company shall establish an Audit Committee, which shall consist of all independent directors, one of whom shall be convener, and at least one of whom shall have accounting or financial expertise.
Article 17 The cumulative voting method is used for the election of the Company’s directors. Each share will have voting rights in number equal to the number of directors to be elected, and may be cast for a single candidate or split among multiple candidates. Those candidates receiving more voting rights shall be elected as directors. The election of independent directors and non-independent directors shall be held together, provided that the number of independent directors and non-independent directors elected shall be calculated separately.
Article 18 When the number of vacancies on the board of directors of the Company reaches one third of the total number of directors, the board of directors shall convene a special shareholders’ meeting to elect succeeding directors to fill the vacancies within 30 days. After the initial public offering, the board of directors shall convene a special shareholders’ meeting to elect succeeding directors to fill the vacancies within 60 days. When an independent director is dismissed for any reason, including resignation, dismissal, and expiration of the term, resulting in a number of independent directors lower than required, a by-election for independent director shall be held at the next shareholders’ meeting. When all independent directors have been dismissed, the Company shall convene a special shareholders’ meeting to hold a by-election within 60 days from the date on which the situation arose.
Article 19 Except as otherwise stated in laws and regulations or in the Articles of Incorporation, resolutions of the board of directors require the approval of a majority of the directors present at a board meeting attended by a majority of all directors.
Article 20 In case the chairperson of the board of directors is on leave or absent or unable to exercise their power and authority for any cause, their proxy shall be appointed in
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accordance with Article 208 of Company Act. Each director shall attend the meeting of the board of directors in person. In case a director is unable to attend the meeting for any cause, they may appoint another director on their behalf. A director may accept the appointment as proxy referred to in the preceding paragraph of only one director. The Company may convene a virtual-only meeting of the board of directors. A director who participates in a board meeting via video conference is considered to be present in person.
Article 21
A notice of the reasons for convening a meeting of the board of directors shall be given to each director before seven days before the meeting is convened. In emergency circumstances, however, a meeting may be called on shorter notice. The notice for board meetings may be sent by means of paper, e-mail, or fax to notify each director.
Article 22
The board of directors shall establish the Compensation Committee or other functional committee to meet the Company’s operational needs.
Article 23
The Company’s board of directors may obtain liability insurance for directors with respect to the liabilities resulting from the exercise of their duties during their terms.
Article 24
For the Company’s directors acting within the scope of the Company’s business, irrespective of whether the Company operates at a profit or loss, the Company may pay their compensation. The chairperson’s and directors’ compensation shall be determined by the Compensation Committee according to their participation in the Company’s operation, their contribution, and the general level of domestic peers, and be proposed to the board of directors for resolution.
Chapter V Managerial Officer
Article 25
The Company may appoint managerial officers, whose appointment, discharge, and remuneration shall be conducted in accordance with the Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Taiwan Stock Exchange or the Taipei Exchange.
Chapter VI Financial Reports
Article 26
The Company’s Board of Directors shall, at the end of each fiscal year, prepare the following documents, submit them to the Audit Committee for review 30 days prior to the shareholders’ meeting, and submit them to the shareholders’ meeting for ratification.
I. Business report.
II. Financial statements.
III. Proposal for surplus earnings distribution or loss make-up proposal.
Article 27
If the Company generates a profit during the year (where "profit" refers to pre-tax income after the deduction of employees’ and directors’ remuneration), it should allocate 3% to 15% of the profits for employees’ remuneration and no more than 3% for directors’ remuneration. However, if the Company has an accumulated loss, a reserve amount must be set aside to offset the loss in advance.
Of the employees’ remuneration mentioned above, at least 5% should be allocated to base-level employees. Employees’ remuneration may be distributed in the form of stock or cash, and eligible recipients may include employees of subsidiaries who meet certain conditions. The specific conditions and method of distribution will be authorized by the Board of Directors.
Article 28
The preceding two paragraphs shall be implemented by resolution of the Board of Directors, and shall be reported to the shareholders’ meeting.
Article 29
If there is a profit after the annual closing of books, the Company shall allocate it in the following order:
I. Pay due taxes.
II. Offset accumulated losses.
III. Set aside 10% as legal reserve; where such legal reserve amounts to the total paid-in capital, this provision shall not apply.
IV. Set aside or reverse the special reserve as required by the competent authority.
V. The remaining portion, along with the accumulated undistributed earnings at the beginning of the same period, shall be regarded as the distributable earnings. If the distribution is to be made in the form of new shares, the proposal must be submitted to the shareholders' meeting for approval. In accordance with Article 240, Paragraph 5 of the Company Act, the Board of Directors is authorized to distribute dividends and bonuses, or the entire or part of the legal reserve and capital surplus as specified in Article 241, Paragraph 1 of the Company Act, in cash, by a resolution passed by the presence of at least two-thirds of the directors and the majority of the directors present. This resolution shall then be reported to the shareholders' meeting. However, the percentage of distribution of earnings and the percentage of cash dividends to shareholders may be adjusted according to the actual profit and capital status of the year, and the resolution of the shareholders' meeting.
In order to meet the needs of business expansion and development of industry, the future dividend policy shall depend on the Company's future capital expenditure according to the needs for funds. The earnings distribution may be made by way of cash dividend and/or stock dividend, provided however, the ratio for cash dividend shall not be less than 10% of total distribution.
Chapter VII Supplementary Provisions
Article 27 If the Company wishes to enter into a share subscription right agreement with its employees at a price lower than the market price (net value per share), a special resolution at the shareholders' meeting shall be adopted before the issuance by a majority of the shareholders present at a meeting attended by two thirds or more of the total number of shareholders of the Company.
After the initial public offering, if the Company wishes to transfer shares to its employees at a price lower than the actual buyback price, a special resolution at the next shareholders' meeting shall be adopted before the transfer by a majority of the shareholders present at a meeting attended by two thirds or more of the total number of shareholders of the Company.
Article 28 Matters not provided for in these Articles of Incorporation shall be handled in accordance with the Company Act and other laws and regulations.
Article 29 The Articles of Incorporation were established on February 13, 1993.
The first amendment was made on January 8, 2001.
The second amendment was made on February 26, 2001.
The third amendment was made on May 10, 2001.
The fourth amendment was made on June 28, 2002.
The fifth amendment was made on December 29, 2002.
The sixth amendment was made on June 2, 2003.
The seventh amendment was made on June 17, 2004.
The eighth amendment was made on June 15, 2005.
The ninth amendment was made on June 21, 2006.
The tenth amendment was made on July 31, 2007.
The eleventh amendment was made on December 11, 2007.
The twelfth amendment was made on June 18, 2008.
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The thirteenth amendment was made on August 14, 2008.
The fourteenth amendment was made on June 24, 2010.
The fifteenth amendment was made on June 21, 2012.
The sixteenth amendment was made on June 25, 2013.
The seventeenth amendment was made on June 25, 2015.
The eighteenth amendment was made on May 26, 2016.
The nineteenth amendment was made on March 12, 2019.
The twentieth amendment was made on June 18, 2020.
The twenty-first amendment was made on June 21, 2022.
The twenty-second amendment was made on June 20, 2023.
The twenty-third amendment was made on June 17, 2025.
Castles Technology Co., Ltd.
Chairperson: Hua-Hsi Hsin

Appendix II
Castles Technology Co., Ltd.
Operational Procedures for Loaning Funds and Providing Endorsements/Guarantees
June 25, 2021
Chapter I General Provisions
Article 1 Basis
The Procedures are established in accordance with the “Regulations Governing Loans of Funds and Endorsements/Guarantees by Public Companies” promulgated by the Financial Supervisory Commission (hereinafter referred to as the FSC).
Article 2 Purpose
The Company shall comply with the Procedures when lending funds to others or providing endorsements/guarantees to others. However, if other laws and regulations provide otherwise, those provisions shall prevail.
Article 3 Eligible Borrowers
The Company may, in accordance with Article 15 of the Company Act, lend funds to companies that directly or indirectly hold 100% of the Company’s voting shares in the following circumstances.
I. Companies or firms with business dealings with the Company.
II. Companies or firms that require short-term financing.
Short-Term as defined in the preceding paragraph means one year.
The lending of funds between foreign companies in which the Company directly and indirectly holds 100% of the voting shares, or lending of funds from such companies to the Company shall not be subject to the restrictions in item 2, paragraph 1. The amount and duration of financing determined under the operating procedures established pursuant to Article 9 shall be comparable to those of the Company.
Article 4 Scope of Endorsements/Guarantees
The term "endorsements/guarantees" in the Procedures means the following:
I. Financing endorsements/guarantees, including:
- Bills discount financing.
- Endorsements or guarantees provided for the financing of other companies.
- Bills issued by the Company to secure financing and provided as collateral to non-financial businesses.
II. Customs endorsements/guarantees refer to endorsements or guarantees made by the Company or other companies for tariff matters.
III. Other endorsements/guarantees refer to endorsements or guarantees not falling within the scope of the above two subparagraphs.
The Company shall also comply with the Regulations when providing movable or immovable property as collateral or security for loans to other companies.
Article 5 Objects Eligible for Endorsements/Guarantees:
The Company may provide endorsements and guarantees for companies in which it directly and indirectly holds 100% of the voting shares.
Article 6 The terms "subsidiary" and "parent company" in this Procedure shall be determined in
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accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
The term "net worth" used in the Procedures means the equity attributable to owners of the parent company as reported on the balance sheet in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Article 7 For the purposes of the Procedures, “announcement and reporting” refers to entering information into the information reporting website designated by the FSC.
The date of occurrence of the facts referred to in the Procedures is the earlier of the transaction execution date, the payment date, the date of the Board of Directors’ resolution, or the date on which the borrower or guarantor and the loan or guarantee amount are determined.
Chapter II Establishment of the Procedures
Article 8 The Procedure shall be approved by the Audit Committee, submitted to the Board of Directors for approval, and then submitted to the shareholders’ meeting for approval. When submitting the Procedures to the Board of Directors for discussion as stipulated in the preceding paragraph, the Board shall give full consideration to the opinions of each independent director. Any objections or reservations expressed by an independent director shall be recorded in the minutes of the board meeting.
Article 9 If a subsidiary of the Company intends to lend funds to others or provide endorsements/guarantees to others, each such subsidiary shall establish the “Procedures for Loaning Funds and Providing Endorsements/Guarantees”, and shall follow the established procedures.
Chapter III Contents of the Procedure
Section I. Loaning of Funds to Others
Article 10 Criteria for Loaning Funds to Others
For entities that the Company lend funds due to business dealings, the lending amount should be based on actual transactions and be equivalent to the higher of the Company’s purchases or sales amount with the borrower in the most recent fiscal year up to the time of the lending.
The circumstances under which short-term financing requires lending of funds, but are limited to the following:
I. Due to the purpose of repaying bank loans, purchasing equipment, or meeting working capital needs of entities in which the Company directly or indirectly holds 100% of their voting shares.
II. Due to the needs of reinvestment of entities in which the Company directly or indirectly holds 100% of their voting shares, and the reinvestment is beneficial to the Company’s future business development.
Article 11 Total Amount of funds Loaned and Limit on Individual Borrowers
The total amount of the Company's loans shall not exceed 40% of the Company's net worth as stated in its most recent financial statements audited or certified by a CPA. The maximum financing amount for each borrower is set based on the reasons for the loans as follows:
I. For those which have business dealings with the Company, the amount of individual loans shall not exceed the higher of the purchase or sale amount of goods from or to the Company in the most recent fiscal year or the current fiscal year to date.
II. Where short-term financing is needed, the amount of each loan shall not exceed 10%
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of the Company's net worth as stated in its most recent financial statement audited or certified by a CPA.
Article 12 Term and Interest Calculation for Financing Terms
The period for which a borrower borrows funds from the Company is limited to one year or shorter. If the loan term exceeds one year, it must be reported to the Board of Directors for approval before renewal.
The interest rate on the Company's loans shall not be lower than the average interest rate the Company pays on its short-term borrowing from financial institutions, and shall be calculated monthly. In special circumstances, the interest rate may be adjusted according to actual needs with the approval of the Board of Directors.
Article 13 Fund Loaning Procedures
I. Processing Procedures
- When the Company engages in loaning of funds or short-term financing, it shall carefully assess whether they comply with the requirements in the "Rules and Review Guidelines for Loans of Funds and Endorsements/Guarantees by Public Companies" and these Procedures, and shall submit them to the Board of Directors for resolution after review by the responsible department of the Company.
- Any loaning of funds between the Company and its subsidiaries or between subsidiaries shall be subject to resolution by the Board of Directors, and the Chairperson may be authorized to disburse the loan to the same borrower in tranches, or utilize a revolving credit facility within a certain limit and for a period of no more than one year as determined by the board resolution. The term "a certain amount" refers to the authorized amount of loans the Company or its subsidiaries may extend to a single enterprise, which, except as provided in Article 3, shall not exceed 10% of each company's net worth as in its most recent financial statement.
- After appointing independent directors, the opinions expressed by the independent directors in a board meeting should be fully considered, and their consent or dissent, along with the reasons for their dissent, shall be clearly recorded in the minutes of the board meeting.
- The finance department shall establish a register for loaning of funds. After a resolution is adopted by the Board of Directors regarding loaning of funds, the recipient, amount, date of board approval, date of disbursement, and matters carefully evaluated in accordance with the review procedures shall be recorded for future reference.
- The internal auditors shall audit the Procedures for Loaning of Funds to Others and their execution status quarterly, and prepare written records accordingly. They shall promptly notify the Audit Committee in writing of any material violations found.
- The finance department shall prepare a detailed statement of loaning of funds incurred and canceled each month to control and track these transactions and facilitate announcement and reporting. The accounting department shall also evaluate and provide adequate allowance for bad debts quarterly, and disclose loaning of funds information in the financial statements and provide relevant information to the certifying CPA.
- If a change in circumstances results in the borrower being unable to comply with regulations, or the amount exceeding the limit, the finance department shall develop an improvement plan, submit it to the independent directors, and complete the improvement according to the planned schedule.
II. Review Procedures
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When the Company extends a loan of funds, the applicant company must first submit relevant financial information and a written statement of the loan's purpose.
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After the Company accepts the application, the responsible department shall investigate and evaluate the necessity and reasonableness of lending funds to others, whether the borrower has a direct or indirect business relationship with the Company, the borrower's financial condition, solvency and creditworthiness, profitability, as well as the intended use of the borrowed funds. Furthermore, it shall consider the impact of the total amount of the Company's lending funds on the Company's operational risk, financial condition, and shareholders' equity, and then prepare a written report for submission to the Board of Directors for review.
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When the Company provides loans or short-term financing, it shall obtain guarantees for the same amount and, if necessary, have mortgages placed on personal property or real estate. The value of the collateral should be assessed quarterly to ensure it remains equivalent to the loan balance, and additional collateral should be requested if necessary. Where the debtor provides a personal or corporate guarantee with equivalent assets and credit in lieu of the collateral mentioned above, the Board of Directors may consider the review report of the relevant department; if the debt is guaranteed by the Company, it should be verified whether its Articles of Incorporation permit guarantees.
Article 14 Subsequent Control and Management Measures for Loans Disbursed, and Procedures for Handling Overdue Debts
After a loan is disbursed, the finance department shall closely monitor changes in the borrower's and its guarantor's financial and business conditions and related credit status as well as the value of collateral, and maintain written records of these changes. Any significant changes should be reported to the Chairperson and related authorities immediately for prompt handling.
When a borrower repays a loan at maturity or prepays it before the maturity date, the principal plus accrued interest must be repaid before the guarantee note can be returned to the borrower or the mortgage right be cancelled.
If a borrower is unable to repay a loan by the maturity date and requests an extension, it must submit a request in advance and obtain approval from the Board of Directors; otherwise, the Company may directly dispose of the collateral or claim for compensation from the guarantor according to law.
Article 15 Procedures for Controlling Loaning of Funds to Subsidiaries
I. Subsidiaries of the Company shall also establish the "Procedures for Loaning Funds to Others and Handling Endorsements/Guarantees" in accordance with relevant regulations which shall be approved by the Audit Committee, then submitted to the Board of Directors for approval and subsequently to the shareholders' meeting for approval. The same process applies to any amendments.
II. When a subsidiary of the Company offers loans to others, it shall report to the Company by the 5th of each month in writing about the balances, recipients, and durations of the loans made in the previous month. The Company's audit unit shall include the lending of funds by its subsidiaries to others as one of its quarterly audit items, and the audit results shall be included as a necessary item in the report to the Audit Committee.
Section II Endorsements/Guarantees to Others
Article 16 The amount of endorsements/guarantees provided by the Company to a single enterprise due to business dealings shall be equivalent to the higher of the
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purchase or sale amount between the Company and the enterprise during the most recent fiscal year or up to the time of the endorsements/guarantees, except as required in Article 17.
Article 17 Limits on Endorsements/Guarantees
The total amount of endorsements/guarantees that the Company or its subsidiaries may provide shall be limited to 40% of the Company's net worth as stated in its most recent financial statements certified or reviewed by a CPA. The amount of endorsements/guarantees for a single enterprise shall not exceed 10% of the Company's net worth as stated in its most recent financial statements certified or reviewed by a CPA. However, if the total amount of endorsements/guarantees provided by the Company and its subsidiaries exceeds 30% of the Company's net worth as stated in its most recent financial statements certified or reviewed by a CPA, the necessity and reasonableness must be explained at the shareholders' meeting.
Article 18 Procedures for Endorsements/Guarantees
I. When processing endorsements/guarantees, the finance department shall review the applicant's qualifications and whether the requested amount complies with the requirements of the Procedures, and whether any circumstances trigger the public announcement and reporting standards. The department shall then submit a report to the Chairperson for approval, along with the review and evaluation results under the Procedures, before presenting the matter to the Board of Directors for discussion and approval.
II. Before subsidiaries in which the Company directly or indirectly holds more than 90% of the voting shares provide mutual endorsements/guarantees, a resolution from the Company's Board of Directors must be obtained before proceeding.
III. The finance department shall maintain a record of endorsements/guarantees for reference. After the endorsement/guarantee is approved by the Board of Directors, in addition to applying for the seal in accordance with the prescribed procedures, the object of the endorsement/guarantee, the amount, the date of the Board of Directors' approval, the date of the endorsement or guarantee, and the matters that should have been carefully evaluated in accordance with Article 19 of the Procedures shall be recorded for future reference. Copies of the relevant bills, agreements, and other documents shall also be properly kept.
IV. Internal auditors shall conduct quarterly audits of endorsement/guarantee procedures and their implementation, and keep written records of the audits. Any material violations discovered shall be immediately reported in writing to the Audit Committee.
V. The accounting department shall prepare a detailed statement of guarantees issued and cancelled each month to control and track these items and facilitate announcements and filings. It shall also assess and recognize potential losses on endorsements/guarantees quarterly, and disclose endorsement/guarantee information in the financial statements and provide relevant data to the certifying CPA.
VI. If the object of endorsement/guarantee originally met the requirements of the Procedures but subsequently became non-compliant, or if the endorsement/guarantee amount exceeds the established limit due to a change in the basis for its calculation, the finance department shall establish an improvement plan for that object's endorsement/guarantee amount or the amount exceeding the limit. This plan must be fully implemented within a specified period after approval by the Chairperson, and the relevant plan shall be submitted to independent directors.
VII. Before the endorsement/guarantee period expires, the finance department shall proactively notify the guaranteed enterprise to withdraw the guaranteed bill held by
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the bank or creditor institution, and cancel the related endorsement/guarantee agreements.
VIII. If the net value of a subsidiary providing endorsements/guarantees is less than half of its paid-in capital, the Company shall regularly review the subsidiary’s operations. If the subsidiary’s operations continue to deteriorate or endorsement/guarantee risks are likely to arise, the Company shall immediately report to the Chairperson and propose a plan to reduce those risks. If the par value of a subsidiary’s shares is not NT$10 or if the shares have no par value, its actual paid-in capital shall be the sum of its share capital plus capital surplus, additional paid-in capital.
Article 19 Detailed Audit Procedures
When handling endorsements/guarantees, the finance department shall review and evaluate the following matters and keep records accordingly:
I. Understand the relationship between the entity receiving the endorsement/guarantee and the Company, the purpose and use of the loan, its relevance to the Company’s business, or the importance of its operations to the Company, along with the Company’s endorsement/guarantee limit and current balance, and evaluate the necessity and reasonableness of the endorsement/guarantee.
II. Obtain the annual report, financial statements, and other relevant information of the object of endorsement/guarantee, analyze its business operations, financial and credit standing, and sources of repayment to evaluate potential risks.
III. Analyze the proportion of the Company's current endorsement/guarantee balance to its net worth, its liquidity and cash flow, and the review results from sections I and II to evaluate the impact on the Company’s operational risk, financial condition, and shareholders’ equity.
IV. Based on the nature of the guarantee, the creditworthiness of the guaranteed party, and the evaluation results from points I–III above, evaluate whether to require the guaranteed party to provide appropriate collateral. Evaluate the collateral's value quarterly to ensure it remains equivalent to the outstanding endorsement/guarantee balance, and request additional collateral if necessary.
Article 20 Control Procedures for Endorsements/Guarantees Provided by Subsidiaries
I. If a subsidiary of the Company intends to provide endorsements/guarantees to others, it shall also establish “Procedures for Loaning Funds and Providing Endorsements/Guarantees” which must be approved by the Audit Committee, then submitted to the Board of Directors for approval and subsequently to the shareholders’ meeting for approval. The same process applies to any amendments.
II. When a subsidiary of the Company provides endorsements/guarantees to others, it shall report to the Company in writing by the 5th of each month, summarizing the balances, recipients, and durations of the endorsements/guarantees made in the previous month. The Company's audit department shall include the endorsement/guarantee operations of its subsidiaries as part of its quarterly audit plan, and the results of these audits must be included in reports to the Audit Committee.
Article 21 Decision-making and Authorization Levels
I. When the Company provides endorsements/guarantees, it shall do so in accordance with the procedures set out in Article 18 of the Procedures for approval, with the resolution of the board meeting. If independent directors have been appointed, their opinions should be fully considered during board discussions, and their specific approvals or objections along with the reasons for any objections shall be recorded in the minutes of the board meeting.
II. If the Company’s endorsements/guarantees exceed the limits stipulated in the
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Procedures due to business needs and meet the conditions set forth herein, they must be approved by the board meeting, and a joint and several guarantee of potential losses to the Company resulting from the limit excess shall be by provided a majority of the directors, followed by amendment to the Procedures and submission to the shareholders' meeting for ratification. Should the shareholders' meeting disapproves the endorsement/guarantee, a plan must be established to eliminate the excess within a specified period.
Article 22 Seal Custody and Procedures
I. The Company shall use the company seal registered with the Ministry of Economic Affairs as the dedicated seal for endorsements and guarantees. Custody of the seal shall be entrusted to dedicated personnel following approval by the board meeting, and any change in the custodian shall be recorded with the board's approval.
II. When providing guarantees to foreign companies, the guarantee letter issued by the Company must be signed by the Chairperson or President authorized by the Board of Directors.
Chapter IV Information Disclosure
Section I Loaning of Funds to Others
Article 23
After the Company becomes publicly listed, it shall publish and report the balance of funds lent by the Company and its subsidiaries for the previous month by the 10th of each month.
Article 24
If the Company's loaning of funds meets any of the following criteria, the Company shall announce and report it within two days from the date the event occurs:
I. The total balance of loans to others by the Company and its subsidiaries reaches 20 percent of the Company's net worth as stated in the latest financial statements.
II. The balance of loans by the Company and its subsidiaries to a single enterprise reaches 10% of the Company's net worth as stated in the latest financial statements.
III. The new loans the Company or its subsidiaries provide reaches NT$10 million and 2 percent of the Company's net worth as stated in the latest financial statements. If a subsidiary of the Company is not domestically listed, the Company shall be responsible for reporting any information required under paragraph III above on behalf of such subsidiary.
Article 25
The Company shall evaluate the status of lending and set aside adequate allowances for bad debts, and appropriately disclose relevant information in the financial statements and provide relevant information to the certifying CPA to perform necessary audit procedures.
Section II Endorsements/Guarantees Provided
Article 26
After the Company goes public, it shall publish and report the balance of endorsements/guarantees of the Company and its subsidiaries for the previous month by the 10th of each month.
Article 27
If the Company's endorsement or guarantee meets any of the following criteria, the Company shall announce and report it within two days of the date of occurrence.
I. The total balance of endorsements/guarantees by the Company and its subsidiaries reaches 50 percent or more of the Company's net worth in the latest financial statements.
II. The balance of endorsements/guarantees provided by the Company and its
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subsidiaries for a single enterprise reaches 20 percent of the Company's net worth in the latest financial statements.
III. The balance of endorsements/guarantees provided by the Company or its subsidiaries for a single enterprise reaches NT$10 million, and the combined total of endorsements/guarantees, the book value of investments accounted for using the equity method, and outstanding loan balance amounts to 30% or more of the Company's net worth in the latest financial statements.
IV. The new endorsements/guarantees provided by the Company or its subsidiaries reaches NT$30 million and 5 percent of the Company's net worth in the latest financial statements.
If a subsidiary of the Company is not a domestic publicly listed company, the Company shall be responsible for reporting any information required under paragraph IV above on behalf of such subsidiary.
Article 28 The Company shall evaluate or recognize contingent losses on endorsements/guarantees, and appropriately disclose endorsements/guarantees information appropriately in the financial statements and provide relevant information to the certifying CPA to perform necessary audit procedures.
Chapter V Supplementary Provisions
Article 29 Penalties
When personnel of the Company responsible for loaning of funds and endorsements/guarantees violate the Regulations Governing Loans of Funds and Endorsements/Guarantees by Public Companies promulgated by the FSC or the provisions of the Procedures, they shall be subject to the following provisions depending on the severity of the violation. The violation will be recorded and used as a reference for the annual personal performance evaluation.
I. Violation of Approval Authority:
A first-time offender will receive a verbal warning, and a repeat offender will receive a written warning and be required to attend the Company's internal controls training course. Recidivists or those with serious circumstances may result in a job transfer.
II. Violation of Evaluation Procedures:
A first-time offender will receive a verbal warning, and a repeat offender will receive a written warning and be required to attend the Company's internal controls training course. Recidivists or those with serious circumstances may result in a job transfer.
III. Violation of Reporting and Declaration:
A first-time offenders will receive a verbal warning, and a repeat offender will receive a written warning. Recidivists or those with serious circumstances may result in a job transfer.
IV. The supervisor of the violator is also subject to disciplinary action, unless he/she can reasonably demonstrate that preventive measures are taken beforehand.
V. If the Board of Directors or directors violate relevant regulations and the resolutions of the shareholders' meeting in performing their duties, the Audit Committee shall notify the Board of Directors or directors to cease such conduct in accordance with Article 218-2 of the Company Act.
Article 30 The Procedures shall be approved by the Audit Committee, then submitted to the Board of Directors for approval and subsequently to the shareholders' meeting for approval. The same process applies to any amendments.
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Appendix III
Castles Technology Co., Ltd. Rules of Procedure for Shareholders' Meetings
March 28, 2023
Article 1 To establish a strong governance system and sound supervisory capabilities for the Company's shareholders' meetings and to strengthen management capabilities, the Rules are established pursuant to Article 5 of the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies.
Article 2 The rules of procedure for the Company's shareholders' meetings, except as otherwise provided by laws, regulations, or the Articles of Incorporation, shall follow the requirements in the Rules.
Article 3 Unless otherwise provided by laws or regulations, the Company's shareholders' meetings shall be convened by the Board of Directors.
Unless otherwise provided by the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company's virtual-only shareholders' meeting shall be specified in the Articles of Incorporation and approved by the board of directors, with a majority vote of a meeting of the board of directors attended by two thirds or more of all the directors.
Changes to how the Company convenes its shareholders' meeting shall be resolved by the board of directors, and shall be made no later than the sending of the shareholders' meeting notice.
The Company shall prepare electronic versions of the shareholders' meeting notice and proxy forms, and the summary and explanatory materials relating to all proposals, including proposals for ratification, matters for discussion, or the election or dismissal of directors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of the regular shareholders' meeting or before 15 days before the date of the special shareholders' meeting. The Company shall prepare electronic versions of the shareholders' meeting handbook and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders' meeting or before 15 days before the date of the special shareholders' meeting. If, however, the Company has a paid-in capital of NT$10 billion or more as of the last day of the most recent fiscal year, or the total shareholding of foreign shareholders and PRC shareholders reaches 30% or more as recorded in the shareholders' roster of the shareholders' meeting held in the most recent fiscal year, these electronic files shall be transmitted before 30 days before the regular shareholders' meeting. 15 days before the date of the shareholders' meeting, the Company shall also have prepared the shareholders' meeting handbook and supplemental meeting materials and made them available for review by shareholders at any time. The meeting handbook
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and supplemental materials shall also be displayed at the Company and the professional shareholder services agent designated thereby.
The Company shall make the meeting handbook and supplemental meeting materials in the preceding paragraph available to shareholders for review in the following manners on the date of the shareholders’ meeting:
(I) For physical shareholders’ meetings, to be distributed on-site at the meeting.
(II) For hybrid shareholders’ meetings, to be distributed on-site at the meeting, and electronic files shall be shared on the virtual meeting platform.
(III) For virtual-only shareholders’ meetings, electronic files shall be shared on the virtual meeting platform.
The reasons for convening the shareholders’ meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.
Election or dismissal of directors, amendments to the Articles of Incorporation, reduction of capital, application for the approval of ceasing the Company’s status as a public company, approval for directors to engage in competition, distribution of surplus profit in the form of new shares, distribution of the reserve in the form of new shares, dissolution, merger, or demerger of the Company, or any matter under Article 185, paragraph 1 of the Company Act, Articles 26-1 and 43-6 of the Securities Exchange Act, Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out and the essential contents explained in the notice of the reasons for convening the shareholders’ meeting. None of the above matters may be raised by an extraordinary motion.
Where re-election of all directors as well as their inauguration date is stated in the notice of the reasons for convening the shareholders’ meeting, after the completion of the re-election in said meeting, such inauguration date may not be altered by any extraordinary motion or otherwise in the same meeting.
Shareholders holding 1% or more of the total number of issued shares may submit proposals for discussion at the regular shareholders’ meeting to the Company. The number of items proposed is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. However, for shareholders’ recommendations urging the Company to promote public interests or fulfill its social responsibilities, the board of directors may include it in the meeting agenda. When the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda.
Prior to the book closure date before the regular shareholders’ meeting is held, the Company shall publicly announce its acceptance of shareholder proposals in writing or
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electronically, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than ten days.
Proposals submitted by shareholders are limited to 300 words, and no proposals containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders' meeting and take part in the discussion of the proposal.
Prior to the date for issuance of the notice of the shareholders' meeting, the Company shall inform the shareholders who submitted proposals of the proposal screening results, and shall list the proposals that conform to the provisions of this article in the meeting notice. The Board of Directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda at the shareholders' meeting.
Article 4 For each shareholders' meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the Company stating the scope of authorization.
A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders' meeting. They shall deliver the proxy form to the Company before 5 days before the date of the shareholders' meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail, unless a declaration is made to cancel the previous proxy appointment. Unless a declaration is made to cancel the previous proxy appointment.
After a proxy form has been delivered to the Company, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to the Company before two days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
If, after a proxy form is delivered to the Company, a shareholder wishes to attend the shareholders' meeting online, a written notice of proxy cancellation shall be submitted to the Company two days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
Article 5 The venue for a shareholders' meeting shall be the premises of the Company, or a place easily accessible by shareholders and suitable for a shareholders' meeting. The meeting shall begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of independent directors with respect to the venue and time of the meeting.
The restrictions on the place of the meeting shall not apply when the Company convenes a virtual-only shareholders' meeting.
Article 6 The Company shall specify in its shareholders' meeting notice the time for attendance registration by shareholders, solicitors, and proxies (collectively, "shareholders"), the place for attendance registration, and other matters to be noted.
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The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations. For virtual shareholders' meetings, shareholders may begin to register on the virtual meeting platform 30 minutes before the meeting starts. Shareholders completing registration will be deemed as attending the shareholders' meeting in person.
Shareholders shall attend the shareholders' meeting based on 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, 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 the shareholders' meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.
In the event of a virtual shareholders' meeting, shareholders wishing to attend the meeting online shall register with the Company two days before the meeting date. In the event of a virtual shareholders' meeting, the Company shall upload the meeting handbook, annual report, and other meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.
Article 6-1 To convene a virtual shareholders' meeting, the Company shall include the following particulars in the shareholders' meeting notice:
(I) How shareholders attend the virtual meeting and exercise their rights.
(II) Actions to be taken if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents, or other force majeure events, at least covering the following particulars:
- To what time the meeting is postponed or from what time the meeting will resume if the above obstruction continues and cannot be removed, and the date to which the meeting is postponed or on which the meeting will resume.
- Those shareholders who have not registered to attend the affected virtual shareholders' meeting may not attend the postponed or resumed session.
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In case of a hybrid shareholders' meeting, when the virtual meeting cannot be continued, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders' meeting online, meets the minimum legal requirement for a shareholders' meeting, then the shareholders' meeting shall continue. The shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, and the shareholders attending the virtual meeting online shall be deemed abstaining from voting on all proposals on the meeting agenda of that shareholders' meeting.
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Actions to be taken if the outcomes of all proposals have been announced and extraordinary motions have not been carried out.
(III) To convene a virtual-only shareholders' meeting, appropriate alternative measures available to shareholders with difficulties in attending the virtual-only shareholders' meeting online shall be specified. Other than the situation illustrated in Article 44-9, paragraph 6 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall at least provide connection equipment and necessary assistance to shareholders, and the period for shareholders to submit applications to the Company and other matters for attention shall be specified.
Article 7 If the shareholders' meeting is convened by the Board of Directors, the meeting shall be chaired by the chairperson of the board. When the chairperson is on leave or for any reason is unable to exercise his powers, the chairperson shall designate one of the directors to act on his behalf. If the chairperson does not make such a designation, the directors shall elect one from among themselves an acting chairperson.
When a director serves as the chair referred to in the preceding paragraph, the director shall be one who has held the position of director for six months or more and who understands the financial and business conditions of the Company. The same shall be true for a representative of a juristic person director that serves as chair.
If the shareholders' meeting is convened by the board of directors, it is advisable that the chairperson chair the meeting, that a majority of the directors attend in person, and that at least one member of other functional committees attend as representative.
Attendance details should be recorded in the shareholders' meeting minutes.
If the shareholders' meeting is convened by a party with the power to convene other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.
The Company may appoint its attorneys, certified public accountants, or relevant personnel to attend the shareholders' meeting in a non-voting capacity.
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Article 8 The Company shall make an uninterrupted audio and video recording of the attendance registration procedure from the time it accepts attendance registration, the proceedings of the shareholders' meeting, and the voting and vote counting procedures.
The recorded materials of the preceding paragraph shall be retained for at least one year. However, should a shareholder raise a litigious claim against the Company in accordance with Article 189 of The Company Act, the abovementioned documents must be retained until the end of the litigation.
If the shareholders' meeting is held online, the Company shall keep records of shareholder registration, sign-in, check-in, questions raised, votes cast and results of votes counted by the Company, and make an uninterrupted audio and video recording of the proceedings of the virtual meeting from beginning to end.
The materials and audio and video recording of the preceding paragraph shall be properly kept by the Company for the entirety of its existence, and copies of the audio and video recording shall be provided to and kept by the party appointed to handle matters of the virtual meeting.
In case of a virtual shareholders' meeting, the Company is advised to make an audio and video recording of the back-end operation interface of the virtual meeting platform.
Article 9 Attendance at the shareholders' meeting shall be calculated based on the number of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in, and the shares checked in on the virtual meeting platform, plus the number of shares whose voting rights are exercised by correspondence or electronically.
The chair shall call the meeting to order at the appointed meeting time and disclose information concerning the number of non-voting shares and the number of shares represented by shareholders attending the meeting.
When the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned. In the event of a virtual shareholders' meeting, the Company shall also declare the meeting adjourned on the virtual meeting platform.
If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one-third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders' meeting shall be convened within one month. In the event of a virtual shareholders' meeting, shareholders intending to attend the meeting online shall re-register with the Company in accordance with Article 6.
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When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders’ meeting pursuant to Article 174 of the Company Act.
Article 10 If the shareholders’ meeting is convened by the Board of Directors, the meeting agenda shall be set by the Board of Directors. Votes shall be cast on each motion in the agenda (including extraordinary motions and amendments to the original motions in the agenda). The meeting shall proceed in the order set in the agenda, which may not be changed without a resolution of the shareholders’ meeting.
The provisions of the preceding paragraph apply mutatis mutandis to a shareholders’ meeting convened by a party with the power to convene other than the board of directors.
The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders’ meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.
The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders. When the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote, and schedule sufficient time for voting.
Article 11 Before speaking, an attending shareholder must specify on a speaker’s slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the meeting chairman.
A shareholder in attendance who has submitted a speaker’s slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker’s slip, the spoken content shall prevail. Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed five minutes. If the shareholder’s speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.
When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violations.
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When a juristic person shareholder appoints two or more representatives to attend the shareholders' meeting, only one of the representatives so appointed may speak on the same proposal.
After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
Where a virtual shareholders' meeting is convened, shareholders attending the virtual meeting online may raise questions in writing on the virtual meeting platform from the time the chair declares the meeting open until the chair declares the meeting adjourned. No more than two questions for the same proposal may be raised. Each question may contain no more than 200 words, and the regulations of paragraphs 1 to 5 do not apply. As long as questions raised in accordance with the preceding paragraph are not in violation of the regulations or beyond the scope of a proposal, it is advisable the questions be disclosed to the public on the virtual meeting platform.
Article 12 Voting at the shareholders' meeting shall be based the number of shares.
With respect to resolutions of the shareholders' meeting, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.
When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of the Company, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.
The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.
With the exception of trust enterprises or shareholder services agents approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed 3% of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.
Article 13 A shareholder shall be entitled to one vote for each share held, except when the shares are restricted to shares or are deemed non-voting shares under paragraph 2, Article 179 of the Company Act.
When the Company holds the 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 their rights with
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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.
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 before two days before the date of the shareholders’ meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, unless a declaration is made to cancel the previous declaration of intent.
After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders’ meeting in person or online, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to the Company by the same means by which the voting rights were exercised before two business days before the date of the shareholders’ meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend the shareholders’ meeting, the voting rights exercised by the proxy in the meeting shall prevail.
Except as otherwise provided in the Company Act and in the Company’s Articles of Incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by the voting of the shareholders. After the conclusion of the meeting, on the same day it was 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.
For the amendment or substitute of the same motion, the chair is to combine it with the original motion to determine the vote order. If one of the proposals has been passed, the other proposals are viewed as rejected and no more voting will be conducted.
If a vote on a proposal requires monitoring and counting personnel, the chair shall appoint such personnel, provided that all monitoring personnel shall be directors. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record shall be made of the vote.
When the Company convenes a virtual shareholders’ meeting, after the chair declares the meeting open, shareholders attending the meeting online shall cast votes on proposals and elections on the virtual meeting platform before the chair announces the voting session ends, or they will be deemed abstained from voting.
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In the event of a virtual shareholders' meeting, votes shall be counted at once after the chair announces the end of the voting session, and the results of votes and elections shall be announced immediately.
When the Company convenes a hybrid shareholders' meeting, if shareholders who have registered to attend the meeting online in accordance with Article 6 decide to attend the physical shareholders' meeting in person, they shall revoke their registration two days before the shareholders' meeting in the same manner as they registered. If their registration is not revoked within the time limit, they may only attend the shareholders' meeting online.
When shareholders exercise voting rights by correspondence or electronic means, unless they have withdrawn the declaration of intent and attended the shareholders' meeting online, except for extraordinary motions, they may not exercise voting rights on the original proposals or make any amendments to the original proposals or exercise voting rights on amendments to the original proposal.
Article 14 The election of directors at the shareholders' meeting shall be held in accordance with the applicable election and appointment rules established by the Company. The voting results shall be announced on-site immediately, including the names of those elected as directors and the number of votes based on which they are elected, and the names of directors not elected and number of votes they received.
All ballots used in the above election shall be sealed and signed by the ballot examiner, and held in proper custody for at least one year. However, should a shareholder raise a litigious claim against the Company in accordance with Article 189 of The Company Act, the abovementioned documents must be retained until the end of the litigation.
Article 15 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 chairman of the meeting, and a copy shall be distributed to each shareholder within 20 days after the end 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 chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including the number of voting rights), and disclose the number of voting rights won by each candidate in the event of an election of directors. The minutes shall be retained for the duration of the existence of the Company.
Where a virtual shareholders' meeting is convened, in addition to the particulars to be included in the meeting minutes as described in the preceding paragraph, the start time and end time of the shareholders' meeting, how the meeting is convened, the chair's
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and secretary’s full names, and actions to be taken in the event of disruption to the virtual meeting platform or participation in the meeting online due to natural disasters, accidents, or other force majeure events, and how issues are dealt with shall also be included in the minutes.
When convening a virtual-only shareholders’ meeting, other than compliance with the requirements of the preceding paragraph, the Company shall specify in the meeting minutes alternative measures available to shareholders with difficulties in attending the virtual-only shareholders’ meeting online
Article 16 On the day of the shareholders’ meeting, the Company shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation, the number of shares represented by proxies and the number of shares represented by shareholders attending the meeting in writing or electronically, and shall make an express disclosure of the same at the venue of the shareholders’ meeting. In the event of a video shareholders’ meeting, the Company shall upload the above meeting materials to the video meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.
During the Company’s virtual Shareholders’ Meeting, when the meeting is called to order, the total number of shares represented at the meeting shall be disclosed on the virtual meeting platform. The same shall apply whenever the total number of shares represented at the meeting and a new tally of votes is released during the meeting. If matters put to a resolution at the shareholders’ meeting constitute material information under applicable laws or regulations or under the Taiwan Stock Exchange Corporation (or Taipei Exchange) regulations, the Company shall upload the content of such resolution to the MOPS within the prescribed time period.
Article 17 Staff handling administrative affairs of the shareholders’ meeting shall wear identification cards or arm bands.
The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word “Proctor”. If the place of the shareholders’ meeting has public address equipment, if a shareholder attempts to speak through any device other than the public address equipment set up by the Company, the chair may prevent the shareholder from doing so.
When a shareholder violates the rules of procedure and defies the chair’s correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.
Article 18 When the meeting is in progress, the chairman may announce a break based on time considerations. If a force majeure event occurs, the chairman may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.
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If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders’ meeting may adopt a resolution to resume the meeting at another venue. A resolution may be adopted at the shareholders' meeting to defer or resume the meeting within 5 days in accordance with Article 182 of the Company Act.
Article 19 In the event of a video shareholders’ meeting, the Company shall disclose real-time results of votes and elections immediately after the end of the voting session on the video meeting platform in accordance with the regulations, and this disclosure shall continue for at least 15 minutes after the chairman announces the meeting adjourned.
Article 20 When the Company convenes a video shareholders’ meeting, both the chairman and minute taker shall be in the same location in the country, and the chairman shall declare the address of the location when the meeting is called to order.
Article 21 In the case of a video shareholders’ meeting, the Company may offer a simple connection test to shareholders prior to the meeting, and provide relevant real-time services before and during the meeting to help resolve technical issues on communication.
In the event of a virtual shareholders’ meeting, when declaring the meeting open, the chair shall also declare, unless under a circumstance where a meeting is not required to be postponed to or resumed at another time under Article 44-20, paragraph 4 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents, or other force majeure events before the chair has announced the meeting adjourned, and the obstruction continues for more than 30 minutes, the meeting shall be postponed to or resumed on another date within 5 days, in which case Article 182 of the Company Act shall not apply.
For a meeting to be postponed or resumed as described in the preceding paragraph, shareholders who have not registered to participate in the affected shareholders’ meeting online may not attend the postponed or resumed session.
For a meeting to be postponed or resumed under the second paragraph, shareholders who have registered to participate in the affected shareholders’ meeting and who have successfully signed in the meeting but do not attend the postponed or resumed session, the number of shares represented by them and the voting rights and election rights they have exercised at the affected shareholders’ meeting shall be counted towards the total number of shares, number of voting rights and number of election rights represented at the postponed or resumed session.
During a postponed or resumed session of a shareholders’ meeting held under the second paragraph, no further discussion or resolution is required for proposals for which votes have been cast and counted and results have been announced, or for lists of elected directors and supervisors which have been announced.
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When the Company convenes a hybrid shareholders’ meeting and the virtual meeting cannot continue as described in the second paragraph, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders’ meeting online, still meets the minimum legal requirement for the shareholders’ meeting, then the shareholders’ meeting shall continue, and no postponement or resumption thereof under the second paragraph is required.
Under the circumstances where a meeting should continue as in the preceding paragraph, the shares represented by shareholders attending the virtual meeting shall be counted towards the total number of shares represented by shareholders present at the meeting, provided these shareholders shall be deemed abstaining from voting on all proposals on the meeting agenda of that shareholders’ meeting.
When postponing or resuming a meeting according to the second paragraph, the Company shall handle the preparatory work based on the date of the original shareholders’ meeting in accordance with the requirements listed under Article 44-20, paragraph 7 of the Regulations Governing the Administration of Shareholder Services of Public Companies.
For dates or periods set forth under the second half of Article 12 and Article 13, paragraph 3 of the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, and Article 44-5, paragraph 2, Article 44-15, and Article 44-17, paragraph 1 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall handle the matter based on the date of the shareholders’ meeting that is postponed or resumed under the second paragraph.
Article 22 When convening a video shareholders’ meeting, the Company shall provide appropriate alternatives available to shareholders with difficulties in attending the video shareholders’ meeting. Other than the situation illustrated in Article 44-9, paragraph 6 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall at least provide connection equipment and necessary assistance to shareholders, and the period for shareholders to submit applications to the Company and other matters for attention shall be specified.
Article 23 The Rules shall take effect after being submitted to and approved by the shareholders’ meeting. The same process applies to subsequent amendments.
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Appendix IV
Castles Technology Co., Ltd. Shareholding of Directors
I. The Company's paid-in capital is NT$1,103,648,940 with 110,364,894 shares issued.
II. According to Article 26 of the Securities and Exchange Act, the total shares held by the entire body of directors shall not be less than 8,000,000 shares. (Note)
III. As of the book-close date (March 28, 2026) for the general shareholders' meeting, the shareholdings of individual directors and all the directors in the shareholders' roster are presented in the table below:
| Position | Account name | Number of shares held | Shareholding ratio |
|---|---|---|---|
| Chairperson | Hua-Hsi Hsin | 3,941,909 | 3.57% |
| Directors | Hua Kan Investment Co., Ltd. | ||
| Hung-Chun Lin | 14,316,597 | 12.97% | |
| Directors | Wen-Jeh Fong | 244,216 | 0.22% |
| Directors | Chia-Hua Huang | 68,750 | 0.06% |
| Independent Director | Hsi-Hsun Gong | - | - |
| Independent Director | Hsin-Kai Kung | - | - |
| Independent Director | Jiunn-Jen Chen | - | - |
| Total for all directors | 18,571,472 | 16.82% |
Note: According to Article 2 of the "Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies," where more than two independent directors are elected, the shareholding ratio of all directors and supervisors, excluding independent directors, shall be reduced to 80% based on the proportion.